Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEALTHCARE
CORPORATION OFAMERICA
(Exact name of registrant as
specified in its charter)
New
Jersey
|
2833
|
26-2071625
|
(State
of Incorporation)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(IRS
Employer ID No.)
|
_____________________
66
Ford Road, Suite 230 ♦ Denville, NJ 07834
Tel
973 983 6300 ♦ Fax 973 983 6304
(Address
and Telephone Number of Registrant’s
Principal
Executive Offices and Principal
Place of Business)
___________________
Joseph
Drucker, Esq.
43
Sawgrass Street, Jackson, NJ 08527
Tel. 732 928 5965 Fax 732
928 4297
(Name and
Address and Telephone Number of Agent for Service)
______________________
Copy
to:
Gary
Sekulski
36
Kevin Drive,Flanders, NJ 07836
Tel.
973 796 4216
_____________________
Approximate
date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of
the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, please
check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933 , check the following box and
list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act of 1933, check the following box and
list the Securities Act registration statement
number of the earlier effective registration
statement for the same offering. o
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
|
o
|
Accelerated
filer
|
o
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
(Do
not check if a smaller reporting company)
|
The
registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective ness until the registrant
shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in
accordance with section 8 (a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Commission,
acting pursuant to said section 8 (a) shall determine.
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share (1)
|
Proposed
Maximum
Aggregate
Offering
Price (1)
|
Amount
of
Registration
fee
|
Shares
of Common Stock, without par value
|
13,900,000
|
$0.50
|
$6,950,000
|
$387.81
|
(1)
|
Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) of the Securities
Act.
|
The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and neither we nor the selling stockholders are soliciting an
offer to sell these securities in any state where
the offer or sale is not permitted.
PROSPECTUS
13,630,000
SHARES OF COMMON STOCK AT $0.50 PER SHARE
HEALTHCARE
CORPORATION OF AMERICA
This
prospectus is registering an aggregate of 13,900,000 shares of common stock of
Healthcare Corporation of America and relates to the resale of such shares by
the selling stockholders identified in this prospectus. The selling stockholders
are deemed to be underwriters as that term is defined in Section 2(a)(11) of the
Securities Act of 1933, as amended.
The
selling stockholders or their permitted transferees or other successors in
interest may sell all or a portion of their shares at a fixed price of $0.50 per share until such time as the shares become
traded on the OTC Electronic Bulletin Board
(“OTC BB”) operated by the Financial Industry Regulatory
Authority (“FINRA”). Thereafter they may sell their shares at prevailing market price s or privately negotiated prices. See “Plan of
Distribution” on page 9 for a description of how the selling stockholders may
dispose of the shares covered by this prospectus. The
offering price is based on the last sales price of
our shares sold to investors.
Currently,
there is no market for our shares. Subsequent to the effectiveness of the
Registration Statement, we intend to take steps to have our shares listed on the
OCTBB. We cannot assure you that a market maker will sponsor our
application to FINRA, nor can we assure you that such an application for
quotation will be approved. Even if our shares were approved for trading on the
OTC BB, we cannot assure you that a public market would
materialize.
We will
not receive any of the proceeds from sales of shares made by the selling
stockholders pursuant to this prospectus. We have agreed to pay certain
expenses related to the registration of the shares pursuant to the registration
statement of which this prospectus forms a part.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT
INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED IN THE “RISK
FACTORS” SECTION BEGINNING ON PAGE 5 OF THIS
PROSPECTUS.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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Financial Statements | F-1 | ||
You
should rely only on the information contained in this prospectus or any related prospectus
supplement, including the content of all documents
incorporated by reference into the registration statement of which this
prospectus forms a part. We have not authorized anyone to provide
you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.
The information contained in this document or
incorporated by reference herein is accurate only on the date of this document. Our business, financial condition, results of
operations and prospects may have changed since such date. Other than
as required under the federal securities laws, we undertake no obligation to
publicly update or revise such information, whether as a result of new
information, future events or any other reason.
Some of the industry data contained in this prospectus is
derived from data from various third-party sources. We
have not independently verified any of this information and cannot assure you of
its accuracy or completeness .
This summary highlights selected information described in more detail later in this prospectus, but does not contain all of the information you should consider in making an investment decision.
You should also read the entire prospectus,
including the risks of investing in our shares discussed in
the section entitled “Risk Factors” and the financial statements and related
notes appearing elsewhere in this prospectus. Unless
the context indicates otherwise, references to “HCA,” the “Company,”
“us,” “our” or “we” are to Healthcare Corporation of
America.
About
Our Company
We are a
New Jersey corporation organized on February 26, 2008. From inception to date,
we did not generate revenues.
We have
minimal capital resources. As of` September 30, 2009, we had cash on hand of
$10,049 and an accumulated deficit of $385,602. We have outstanding
liabilities of $174,101. Our auditors have issued a “going concern” opinion.
This means that there is substantial doubt that we will be an ongoing business
for the next twelve months. We believe that this opinion is, in part, based on
the fact that we have nominal capital and our business expenses are being
financed by a purchasers of our common stock. There is no assurance that such
funding from additional purchasers of our common stock will continue in the
future. We intend to seek public or private equity and/or debt financing in
order to implement our business plan. If we are not able to obtain such funding,
we will be unable to commence operations. In this event management may recommend
our liquidation and dissolution. If liquidation and dissolution were to occur,
there will be a total loss of shareholder funds.
Securities
Being Offered
We are
offering 13,900,000 shares of common stock. All of these shares are being
offered by our existing stockholders, referred to as selling stockholders
throughout this prospectus.
Offering
Price
The
selling shareholders will sell our shares at $0.50 per share until our shares
are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices
or privately negotiated prices. There is no assurance that our shares will be
quoted on the OTC Bulletin Board. This offering price was arbitrarily
determined.
Terms
of our Offering
The
selling shareholders will determine when and how they will sell the common stock
offered in this prospectus.
Use
of Proceeds
The
selling stockholders will receive the proceeds from any resale of our common
stock covered by this prospectus. We will not receive any proceeds from any such
resale.
Risk
Factors
An
investment in the securities offered hereby entails substantial risks. See
“RISK FACTORS” beginning on page 5 and other information included in this
prospectus for a discussion of factors you should carefully consider
before deciding to invest in our common
stock.
|
Where
You Can Find Us
Our principal executive offices are
located at 66 Ford Road, Suite 230,Denville, NJ 07834. Our telephone number is 973 983
6300.
The
following financial summary should be read in conjunction with “Management’s
Discussion and Analysis” and the Financial Statements and Notes thereto,
included elsewhere in this prospectus. This summary is taken from our
reviewed balance sheet and statement of operations for the period ended
September 30, 2009 and the audited balance sheet and statement of operations for
the period ended December 31, 2008.
Nine
months
ended September 30, 2009 |
Nine
months
ended September 30, 2008 |
|||||||
Balance Sheet
|
||||||||
Total Assets
|
$ | 224,899 | $ | 243,975 | ||||
Total
Liabilities
|
$ | 174,101 | $ | 42,387 | ||||
Stockholders
Equity (Deficit)
|
$ | 50,798 | $ | 201,588 |
Nine
months
ended
|
Nine
months
ended
|
|||||||
September
30, 2009
|
September
30,
2008
|
|||||||
Statements
of Operations
|
||||||||
Revenues
|
$ | 0 | $ | 0 | ||||
Total
Expenses
|
$ | 112,930 | $ | 30,912 | ||||
Net
Income - (Loss)
|
$ | (112,930 | ) | $ | (30,912 | ) |
This
prospectus contains forward-looking statements about our business, financial
condition and prospects that reflect our management’s assumptions and beliefs
based on information currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be realized. If
any of our assumptions should prove to be incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.
This
prospectus, including the sections entitled “Prospectus Summary,” “Risk
Factors,” “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Description of Business,” contains forward-looking
statements. These statements may relate to, but are not limited to, expectations
of future operating results or financial performance, capital expenditures,
plans for growth and future operations, as well as assumptions relating to
theforegoing. Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. These risks and
other factors include, but are not limited to, those listed under “Risk
Factors.” In some cases, you can identify forward-looking statements by
terminology such as “believe,” “may,” “will,” “should,” “could,” “expect,”
“plan,” “ “anticipate,” “estimate,” “predict,” “intend,” “potential,” “might,”
“would,” “continue” or the negative of these terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.
We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or control and that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Except as required by applicable law, including the securities laws of the
United States and the rules and regulations of the SEC, we do not plan to
publicly update or revise any forward-looking statements after we distribute
this prospectus, whether as a result of any new information, future events or
otherwise. Potential investors should not place undue reliance on our
forward-looking statements.
We are subject to various risks that may materially and adversely affect our business, financial condition and results of operations . You should carefully consider the risks and uncertainties described below and the other
information in this prospectus before deciding to
purchase our shares . If any of the se risks or uncertainties actually
occurs , our business, financial condition or
operating results could be materially and adversely
affected.
Risks
relating to our business
Our auditor has expressed substantial
doubt as to our ability to continue as a going concern.
We have very limited financial
resources. As of September 30, 2009 we had cash on
hand of $10,049 and accumulated deficit $385,602 and liabilities of $174,101. Our
auditor has issued a “going concern” opinion and has expressed substantial doubt
about our ability to continue as a going concern. Our continuance as a going
concern is dependent on our ability to obtain equity or debt financing and
generate profitable revenues. Even if we do obtain adequate capital, the outcome
or success cannot be predictedwith any certainty at this time. Our financial
statements do not include any adjustments for these uncertainties. If we cannot
continue as a viable entity, we will suspend or cease operations. If this were
to occur, stockholders may lose their entire investment.
We have a limited
operating history on which we can be evaluated, and the likelihood of our
success must be considered in light of the problems,
expenses, difficulties, complications and delays frequently encountered by a
small developing company.
The likelihood of
our success must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered by a small developing company
starting a new business enterprise and the highly competitive environment in
which we will operate. Since we have a limited operating history, we cannot
assure you that our business will be profitable or that we will ever generate
sufficient revenues to meet our expenses and support
our anticipated activities.
We face intense competition from larger
and well financed companies in the industry.
`We are
new in the industry and require additional funds in order to market our business
plan and to compete with larger and better financed companies in the
industry.
We will require additional capital to
implement our business plan and, without such financing we may be unable to
commence operations.
We will need to raise substantial
additional funds through public or private debt or sale of equity to implement
our business plan. Such financing may not be available as needed. Even if such
financing is available, it may be on terms that are materially adverse to your
interests with respect to dilution of book value, dividend preferences,
liquidation preferences, or other terms. No assurance can be given that such
funds will be available or, if available, that it will be on terms satisfactory
to us. If we are unable to obtain financing, we will not be able to implement
our business plan and may have to cease operations.
Our future success is dependent, in
substantial part, on the performance and continued service of Gary Sekulski.
Without his continued service, we may be forced to interrupt or cease
operations.
Gary Sekulski serves as our CEO,
President, Treasurer and Chairman. We are substantially dependent on him to
conduct our operations. If his services were not available, without having found
additional qualified administrative personnel, we would be forced to interrupt
or cease operations immediately. In this event you could lose your entire
investment. We do not maintain key person insurance. Our CEO, President,
Treasurer and Chairman will devote his full time to our
business.
Our business operations will be
dependent on our ability to attract and maintain key employees in positions of
management. We must be able to attract and retain key personnel to fully staff
our operations.
The ultimate success of our business
operations will be dependent upon our ability to attract and maintain key
employees in positions of management. The process of hiring employees with the
combination of skills and attributes required to carry out our business plan is
competitive and time-consuming. We cannot assure you that we will be able to
identify and/or hire qualified personnel as and when they are needed for our
operations. If we are unable to attract qualified personnel as needed, our
business, financial condition and results of operations could be adversely and
materially affected.
Risks
relating to our common stock
Management
has the ability to exercise significant control over us.
Mr. Gary Sekulski, a Director,
President, Chief Executive Officer and Treasurer of the Company owns 69.9% of
our issued and outstanding shares. As a result of this concentration of
ownership, he may be in a position to exercise an unusually large degree of
control and discretion over all matters, including matters requiring stockholder
approval. For example, as a majority stockholder, he exercises
control over the election and removal of directors and approval of significant
corporate transactions. Our Articles of Incorporation do not provide for
cumulative voting. (See “PRINCIPAL AND SELLING
STOCKHOLDERS.”)
Mr. Sekulski and Mr. Drucker have
agreed to vote their shares for each other in order to assure that they both
remain directors of HCA.
We will become subject to financial and
other reporting and corporate governance requirements of the Securities Exchange
Act of 1934 that may be difficult for us to satisfy.
In
connection with this offering we will become obligated to file with the SEC
periodic reports that are specified in Section 13 of the Securities Exchange Act
of 1934, and we will be required to ensure that we have the ability to prepare
financial statementsthat are fully compliant with all SEC reporting requirements
on a timely basis. Upon completion of this offering, we will also become subject
to requirements of certain provisions of the Sarbanes-Oxley Act of 2002 and the
regulations promulgated thereunder, which will impose significant compliance
obligations upon us. Pursuant to such obligations we will be required to,
amongst other things:
·
|
prepare
periodic reports, including financial statements, in compliance with our
obligations under U.S. federal securities
laws;
|
·
|
maintain
effective internal controls over financial reporting and disclosure
controls and procedures; and
|
·
|
establish
internal compliance policies, such as those relating to insider
trading.
|
We may
not be successful in implementing these requirements. If we fail to implement
the requirements with respect to our internal accounting and audit functions,
our ability to report our operating results on a timely and accurate basis could
be impaired.
We
do not have any independent directors. Nor have we voluntarily
implemented various corporate governance measures. Stockholders may therefore
have more limited protections against interested director transactions,
conflicts of interest and similar matters.
Recent
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in
the adoption of various corporate governance measures designed to promote the
integrity of corporate management and enhance the securities markets. Other
measures are imposed by various national securities exchanges, such as the NYSE
or The NASDAQ Stock Market. Amongst the corporate governance measures that are
required under the rules of national securities exchanges are those that address
Board of Directors’ independence, audit committee oversight, and the adoption of
a code of ethics. Our Board of Directors is comprised of two individuals. Our
executive officer makes decisions on all significant corporate matters such as
the approval of executive compensation packages and the oversight of the
accounting functions. Thus, there is a potential conflict in that the two board
members are also engaged in management and participate in decisions
concerning management compensation and audit issues that may affect management
performance. There being only two officers and two directors, we
cannot implement certain protections commonly used by other, larger
companies.
The
offering price of the shares was arbitrarily determined, and therefore should
not be used as an indication of the future market price of these securities. The
offering price bears no relationship to the actual value of the Company, and may
make our shares difficult to sell.
Since our shares are not listed or quoted
on any exchange or quotation system, the offering price of $0.50 per
share was arbitrarily determined. We did not consider our financial condition
and prospects, our limited operating history or the general condition of the
securities market when we arbitrarily determined this price. The offering price
bears no relationship tothe book value, assets or earnings of our Company or any
other recognized criteria of value. The offering price should not be regarded as
an indicator of the future market price of the shares.
There
is no assurance of a public market or that the shares will ever trade on a recognized exchange .
Therefore, you may be unable to liquidate your investment
in our stock.
There is no public trading market for
our common stock. Our shares are not and have not been listed or quoted on any
exchange or quotation system. There can be no assurance that a market maker will
undertake to file the necessary documents with FINRA, which operates the OTC BB
to permit secondary trading in our stock. Even if such an application were made
to FINRA, there can be no assurance that such an application for quotation would
be approved or that a regular trading market will develop, or that, if
developed, will be sustained. In the absence of a trading market, an investor
may be unable to liquidate his investment should he desire to do
so.
We may in the future issue additional
shares of our common stock which would reduce investors’ ownership interests in
the Company and which may dilute share value. We do not need stockholder
approval to issue additional shares.
Our
Articles of Incorporation authorize the issuance of 25,000,000 shares of common
stock, without par value. The future issuance of all or part of our remaining
authorized common stock may result in dilution in the percentage of common stock
held by thenexisting stockholders. We may value any common stock issued in the
future on an arbitrary basis and determine the offering price arbitrarily. The
issuance of common stock for future services or other corporate actions may have
the effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market which may develop for our common
stock.
Our
shares of common stock are considered a penny stock, and subject to restrictions
on marketability, and so you may not be able to sell your
shares.
If our
common stock becomes eligible to trade in the secondary market, we will be
subject to the penny stock rules adopted by the SEC that require brokers to
provide extensive disclosure to their customers prior to executing trades in
penny stocks. These disclosure requirements may cause a reduction in the trading
activity of our common stock, which in all likelihood would make it difficult
for our stockholders to sell their securities.
Penny
stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The
broker-dealer also must provide the customer with the current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement for
the transaction. These requirements may have the effect of reducing the level of
trading activity, if any , in the secondary market
for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon
broker-dealers by such requirementsmay discourage broker-dealers from effecting
transactions in our securities, which could severely
limit their market price and liquidity of our securities. These requirements may
restrict the ability of broker-dealers to sell our
common stock and may affect your ability to resell our common
stock.
FINRA
sales practice requirements may limit a stockholder’s ability to buy and sell
our stock.
FINRA has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers.FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may have the effect of reducing the level
of trading activity and liquidity of our common stock. Further, many brokers
charge highertransactional fees for penny stock transactions. As a result, fewer
broker-dealers may be willing to make a market in our common stock, which may
limit your ability to buy and sell our stock.
State
blue sky laws may limit your ability to resell our shares.
The “blue
sky” laws of some states may impose restrictions upon the ability of investors
to resell our shares in those states without registration or an exemption from
the registration requirements. Accordingly, investors may have difficulty
selling our shares and should consider the secondary market for our shares to be
a limited one.
Expenses
of Registration
The
expenses of this registration statement estimated to be $15,000, including but
not limited to, legal, accounting, blue sky andprinting expenses will be borne
by us. However, respective selling shareholders will incur selling
costs and brokerage commissions relating to the sale of his/her
shares.
The selling stockholders are selling
shares covered by this prospectus for their own account. We will not receive any
of the proceeds from the resale of these shares.
Our shares are not listed or quoted on
any exchange or quotation system. The offering price has been
arbitrarily set by the Company. The offering price bears no relation to our book
value, assets or earnings of our company or any other recognized criteria of
value and should not be regarded as an indicator of the future market price of
the securities.
Should a market develop for our shares,
the market price may be less than the offering price. If and when our shares are
listed on the OTCBB, the price will be determined according to the demand for
our shares and will fluctuate based on said demand.
The shares being registered herewith
and to be sold by the selling stockholders are already issued and outstanding.
Accordingly, no dilution will result from this Offering.
This
prospectus is part of a registration statement which enables the selling
security holders to sell their shares. The selling stockholders or their
permitted transferees or other successors in interest may sell their holdings at
a fixed price of $0.50 per share until such time as the
shares of our common stock become traded on the OTC BB. Thereafter they
may sell their shares in a number of different ways and at varying prices as
determined by the prevailing market price for the shares or privately negotiated
prices.
We cannot
assure you that a market maker will undertake to sponsor our application to
FINRA, which operates the OTC BB, nor can we assure you that such an application
for quotation will be approved. Even if our shares were approved for trading on
the OTC BB, we cannot assure you that a public market would
materialize.
The
selling security holders may sell some or all of their shares in one or more
transactions, including the following:
● ordinary
brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
● block
trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;
● purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
● an
exchange distribution in accordance with the rules of the applicable
exchange;
● privately
negotiated transactions;
● settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a part;
● broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per share;
● through
the writing or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;
● a
combination of any such methods of sale; or
● any other
method permitted pursuant to applicable law
SALES
PURSUANT TO RULE 144
The
selling stockholders may also sell shares under Rule 144 of the Securities Act,
if available, rather than under this prospectus. Broker-dealers engaged by the
selling stockholders may arrange for other brokers-dealers to participate in
sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated which are not expected
to exceed those customary in the types of transactions
involved.
The
selling stockholders and any broker-dealers or agents involved in selling the
shares are deemed to be underwriters within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.
Because
selling stockholders are deemed to be underwriters within the meaning of the
Securities Act, they will be subject to the prospectus delivery requirements of
the Securities Act including Rule 172 thereunder. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the
proposed sale of the shares by the selling stockholders.
The
shares sold in this offering will generally be freely transferable without
restriction or further registration under the Securities Act, except that any
shares held by an “affiliate” of ours may not be resold publicly except in
compliance with the registration requirements of the Securities Act or under an
exemption under Rule 144 or otherwise. Rule 144 permits securities
acquired by an affiliate of the issuer to be sold into the market in an amount
that does not exceed, during any three-month period, the greater
of:
●
|
1%
of the total number of securities outstanding;
or
|
We shall
advise the selling security holders that while they are engaged in a
distribution of the shares subject to this prospectus, they are required to
comply with Regulation M promulgated under the Securities Exchange Act of
1934, as amended. With certain exceptions, Regulation M precludes the
selling security holders, any affiliated purchasers, and any broker-dealer or
other person who participates in such distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire distribution
is complete. Regulation M also prohibits any bids or purchases made in
order to stabilize the price of a security in connection with the distribution
of that security. All of the foregoing may affect the marketability of the
shares offered in this prospectus.
We have
not registered or qualified offers and sales of shares under the laws of any
country, other than the United States. To comply with certain states’ securities
laws, if applicable, the selling security holders may offer and sell their
shares in such jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the selling security holders may not
offer or sell shares unless we have registered or qualified such shares for sale
in such states or we have complied with an available exemption from registration
or qualification.
The
expenses of this registration statement, estimated to be $15,000, including but
not limited to, legal, accounting, blue sky and printing expenses will be paid
by us. However, respective selling shareholders will incur any selling costs or
brokerage commissions relating to the sale of his/her
shares.
Penny
Stock Regulation
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect totransactions in such securities is
provided by the exchange or system).
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, that:
●
|
contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary
trading;
|
●
|
contains
a description of the broker’s or dealer’s duties to the customer and of
the rights and remedies available to the customer with respect to a
violation of such duties;
|
●
|
contains
a brief, clear, narrative description of a dealer market, including “bid”
and “ask” prices for penny stocks and the significance of the
spread between the bid and ask
price;
|
●
|
contains
a toll-free telephone number for inquiries on disciplinary
actions
|
●
|
defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
|
●
|
contains
such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
|
The
broker-dealer also must provide the customer with the following, prior to
proceeding with any transaction in a penny stock:
●
|
bid
and offer quotations for the penny
stock;
|
●
|
details
of the compensation of the broker-dealer and its salesperson in the
transaction;
|
●
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
●
|
monthly
account statements showing the market value of each penny stock held in
the customer’s account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwiseexempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements will have the effect of reducing the trading activity
in the secondary market for our shares because it will be subject to these penny
stock rules. Therefore, stockholders may have difficulty selling those
securities.
The
following table sets forth, as of the date of this prospectus, certain
information with respect to the beneficial ownership of our shares, by our named
directors and executive officers individually, our directors and officers as a
group, and each person known to us to be the beneficial owner of 5% or more of
our outstanding shares. Unless otherwise indicated in a footnote, the business
address of each of the stockholders is: c/o 36 Kevin Drive, Flanders, NJ
07836.
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner(1)
|
Percent
of
Class (1)
|
Common
Stock
|
Gary
L. Sekulski (2)
56
Kevin Drive
Flanders,
NJ 07838
|
9,500,000
|
68.3
|
Common
Stock
|
Joseph
Drucker (2) (4)
43
Sawgrass Street
Jackson,
NJ 08527
Beneficial
Owner
The
Joseph Drucker 1995 Trust
(4
c/o
Thomas Fortin Trustee
165
East 66 Street
New
York, NY 10065
Apt.
14A)
|
3,000,000
|
21.6
|
Common
Stock
|
Jan
Goldberg (3)
|
500,000
|
3.6
|
Common
Stock
|
All
executive officers and directors as a group
|
13,000,000
|
93.5
|
(1)
|
Based
on 13,900,000 shares issued and
outstanding.
|
(2)
|
Director
and Executive Officer.
|
(3)
|
Executive
Officer
|
(4)
|
Mr.
Joseph Drucker has placed these shares in The Joseph Drucker 1995
Trust. The Trust is a grantor trust. Mr. Drucker is
neither a trustee nor a beneficiary of the trust. However, Mr.
Drucker has been granted the voting rights by the trustees of the
trust. By virtue of his position, he may be deemed to be the
beneficial owner of these shares. Mr. Drucker disclaims
beneficial ownership of these shares. However, under the rules
of the SEC, a person is deemed to be a “beneficial owner” of a security if
that person has or shares “voting power,” which includes the power to
dispose of or to direct the disposition of such security. A
person is also deemed to be a beneficial owner of any securities of which
that person has a right to acquire beneficial ownership within 60
days. Under these rules, more than one person may be deemed a
beneficial owner of the same securities and a person may be deemed a
beneficial owner of securities as to which he has no economic
interest.
|
The
persons named above have full voting and investment power with respect to the
shares indicated. Under the rules of the Securities and Exchange Commission, a
person (or group of persons) is deemed to be a “beneficial owner” of a security
if he or she, directly or indirectly, has or shares the power to vote or to
direct the voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed to
be a beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security which that person has the right to acquire
within 60 days, such as options or warrants to purchase our common
stock.
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.
Significant
Employees
We have
no significant employees other than the officers and directors described
above.
Conflicts
of Interest
We do not
have any procedures in place to address conflicts of interest that may arise in
our directors between our business and their other business
activities.
The
Company is not aware of any proceedings to which any of the Company’s directors
or officers or any associate of any such officer or director, is a party adverse
to the Company or has a material interest adverse to the Company.
Selling
Stockholders
The
shares offered hereby are being registered to permit public secondary trading,
and the selling stockholders may offer all or part of the shares for resale from
time to time. The selling stockholders are under no obligation to sell all or
any portion of such shares; nor are the selling stockholders obligated to sell
any shares immediately upon effectiveness of this prospectus.
The
following table sets forth the name of each selling stockholder, the total
number of shares owned prior to the offering, the number of shares offered and
the percentage of shares owned after the offering assuming the selling
stockholder sells all of his shares. The selling stockholders, both
nonaffiliates and affiliates, are deemed to be underwriters within the meaning
of the Securities Act of 1933, as amended, in connection with the sales of the
shares offered hereby.
Selling
stockholders may sell their shares at a fixed price of $0.50 per share until
such time as the shares become traded on the OTC Electronic Bulletin Board (“OTC
BB”) operated by the Financial Industry Regulatory Authority (“FINRA”).
Thereafter, they may sell their shares in a number of different ways and at
varying prices as determined by the prevailing market price for the shares or
privately negotiated prices.
We cannot
assure you that a market maker will undertake to sponsor our application to
FINRA, which operates the OTC BB, nor can we assure you that such an application
for quotation will be approved. Even if our shares were approved for trading on
the OTC BB, we cannot assure you that a public market would
materialize.
Name
and Address of
Selling
Shareholders
|
#
Shares Beneficially Owned Prior to the Offering
|
#
Shares Offered by this Prospectus
|
%
Shares Beneficially Owned After Registration and
Sale
|
Date
of
Issuance
|
|
1
|
Matilda
Bruno (2)
|
50,000
|
50,000
|
0.0%
|
March
10, 2008
|
2
|
Steve
Monetti (2)
|
20.000
|
20,000
|
0.0%
|
March
10, 2008
|
3
|
Colonial
Consulting Group LLC (2)
|
60,000
|
60,000
|
0.0%
|
March
10, 2008
|
4
|
Buy
and Sell Pharmacy.com (2)
|
25,000
|
25,000
|
0.0%
|
March
10, 2008
|
5
|
Scott
M. Cutler (1)
|
20,000
|
20,000
|
0.0%
|
March
10, 2008
|
6
|
John
R. DeSheplo (1)
|
20,000
|
20,000
|
0.0%
|
March
10, 2008
|
7
|
Wayne
Miller (3)
|
10,000
|
10,000
|
0.0%
|
July
12, 2008
|
8
|
Keith
and Kathleen Muhlmeister (1)
|
25,000
|
25,000
|
0.0%
|
August
25, 2009
|
9
|
First
Time II LLC (5)
|
400,000
|
400,000
|
0.0%
|
October
15,2008
|
10
|
Gary
Sekulski (4)
|
9,500,000
|
9,500,000
|
0.0%
|
March
10, 2008
|
11
|
Joseph
Drucker (4)
|
3,000,000
|
3,000,000
|
0.0%
|
March
10, 2008
|
12
|
Jan
Goldberg (4)
|
500,000
|
500,000
|
0.0%
|
March
10, 2008
|
13
|
Thomas
O’Leary (5)
|
120,000
|
120,000
|
0.0%
|
November
19, 2009
|
14
|
George
Vlastaris (5)
|
20,000
|
20,000
|
0.0%
|
November
19, 2009
|
15
|
Mark
Senior (5)
|
20,000
|
20,000
|
0.0%
|
November
19, 2009
|
16
|
John
B. Kretzu (5)
|
10,000
|
10,000
|
0.0%
|
November
19, 2009
|
17
|
Ora
Cup LLC (5)
|
100,000
|
100,000
|
0.0%
|
November
19, 2009
|
(1) Form
D Reg 504 (Private Placement)
(2) Consulting
Services
(3) Finders
Fee
(4) Founders
(5) Stock
Purchase
Except as
disclosed above, none of the selling shareholders:
|
(1) has
had a material relationship with us other than as a shareholder
at any time within the past three years; or except as noted on Page 32,
Part II, Item 15
|
|
(2) has
ever been one of our officers or directors (except Gary Sekulski, Joseph
Drucker and Jan Goldberg).
|
Except as
set forth above none of the selling shareholders or their beneficial owners (i)
has ever been one of our officers or directors of HCA or of our subsidiaries
(ii) or a broker-dealer or affiliate of a broker dealer.
There are
no family relationships between the directors and officers of the Company and
any of the other selling stockholders.
CONDITION
AND RESULTS OF OPERATIONS
Management’s
Discussion and Analysis of Results of Financial Condition and Results of
Operations should be read in conjunction with the financial statements included
herein.
We are a
development stage company and have not generated revenues from our business
operations. We have very limited financial resources. As of September 30, 2009,
we had cash on hand of $10,049 and an accumulated deficit $385,602. We have
outstanding liabilities of $174,101.
Our
auditors have issued a “going concern” opinion. This means that our auditors
believe there is substantial doubt as to our ability to continue as an ongoing
business for the next 12 months. We believe that our auditor’s opinion is based,
in part, on the following: we have a history of losses; we have no operations;
and we have extremely limited working capital. Further, we believe that this
opinion also results from the fact that we have not generated any revenues and
do not anticipate generating revenues until we have acquired working capital and
commence operations. Our ability to continue in business and become operational
is predicated on obtaining working capital.
We cannot
assure you that the Company willcontinue to find additional
funding. If we are unable to obtain additional funding, management
may recommend our liquidation and dissolution. If liquidation and dissolution
were to occur, there will be a total loss of stockholder
funds.
We have
only two directors and three officers. They are responsible for our managerial
and organizational structure which will include the preparation of disclosure
and accounting controls under the Sarbanes Oxley Act of 2002. When these
controls are implemented, they will be responsible for the administration of
these controls. Should they not have sufficient experience, he may be incapable
of implementing the controls which may cause us to be subject to sanctions and
fines imposed by the SEC. In this event our ability to continue in business
could be impaired.
Plan
of Operation
Subsequent
to the effectiveness of the registration statement of which prospectus is a
part, our specific goal is to obtain public or private equity and/or debt for
working capital. Such financing may not be available. Even if such financing is
available, it may be on terms that are materially adverse to your interests with
respect to dilution of book value, dividend and liquidation preferences, or
other terms. No assurance can be given that such financing will be available or,
if available, will be on terms satisfactory to us. At this time, we cannot
estimate how long it would take us to obtain funding, if we are ever able to do
so.
Limited
Operating History; Need for Additional Capital
There is
no historical financial information about us on which to base an evaluation of
our prospective performance. We are a development stage enterprise and have not
generated revenues. As of September 30, 2009, we had cash on hand of $10,049 and
an accumulated deficit of $385,602. We have outstanding liabilities of $174,101.
Our business is subject to risks inherent in the establishment of a new
business, including limited capital resources and possible cost overruns. To
become profitable and competitive, we must become operational with adequate
capital for operations. We intend to seek equity and/or debt financing to
implement our business plan. We have no assurance that future financing will be
available or, if available, on acceptable terms. If financing is not available,
or if available, on satisfactory terms, we may be unable to commence operations,
or develop or our operations. Equity financing could result in dilution to
existing stockholders.
Results
of Operations
Since
inception, we have incurred losses and we will continue to incur losses in the
future. We cannot assure you that our operations will ever be
profitable.
Liquidity
and Capital Resources
As of
September 30, 2009, we had an accumulated deficit of $385,602 and liabilities of
$174,101. Cash on hand was $10,049. Thus, we have extremely limited working
capital. We will need to raise additional capital throughpublic or private debt
or sale of equity to implement our business plan. Such financing may not be
available as needed. Even if such financing is available, it may be on terms
that are materially adverse to your interests with respect to dilution of
bookvalue, dividend preferences, liquidation preferences, or other terms. If we
are unable to obtain financing we will not be able to commence operations and
may suspend or cease operations. If it is necessary for us to suspend or cease
operations, managementmay recommend our liquidation and dissolution. If
liquidation and dissolution were to occur, there will be a total loss of
shareholder funds.
The
estimated cost of filing our registration statement is $15,000. This filing and
related expenses thereto willutilize a substantial portion of the funds
available to us from the line of credit. Therefore, unless we are able to obtain
additional funding through public or private equity and/or debt, we will be
unable to implement our business plan.
Off-balance
sheet arrangements
The
Company has no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect or change on the Company’s financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors. The term
“off-balance sheet arrangement” generally means any transaction, agreement or
other contractual arrangement to which an entity unconsolidated with the Company
is a party, under which the Company has (i) any obligation arising under a
guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
Healthcare
Corporation of America
Overview
HCA is a
New Jersey Corporation that was formed February 26, 2008 and has not filed for bankruptcy or
receivership. At the present time, HCA is a Product
Development and Marketing Company that has developed a new business model that
will reduce and control pharmacy costs for non-profit
organizations. HCA has been developing this
product since early 2007 and the cost of all research and development activities
have been borne by shareholders of HCA/ To date, all compensation has
been paid to participants in the Company as Independent
Contractors. There are no associated patents, trademarks, licenses,
franchises, royalty agreements or labor contracts. HCA plans to have
this product operational in December 2009 with the creation of its own internal
organization and staff and without any material reclassification, merger,
consolidation or purchase or sale of assets.
For its
pharmacy ventures, HCA has formed, Prescription Corporation of America (PCA), a
wholly owned subsidiary. In order to provide immediate dispensing pharmacy services, PCA has contracted with two pharmacies,
Southwood Pharmacy in Old Bridge , New
Jersey. HCA plans to add pharmacies to service clients in new geographic
locations as the demand for its product grows. Each pharmacy has excess capacity that PCA can take advantage of
in its expansion. As this capacity is used, PCA can then begin
servicing clients through its own closed door pharmacy (not open to the general
public) that PCA plans to open in early 2010.
Operations
PCA plans to dispense Unit Dose (packaging of medications
by Bingo Punch Cards, Unit Dose Boxes or PAC Med Pouches) and Vial Base (packaging of medications into patient specific
containers). This would give PCA the
capability of addressing all
the packaging needs of the marketplace. As part of its business plan, HCA will centralize corporate staff,
sales and marketing, pharmaceutical purchasing and redundant administrative
functions in one location since there is commonality in
labor costs, particularly among pharmacists. It is anticipated that
this structure will add margin because of the improved overall cost
effectiveness of the Company and due to the improvement in purchasing practices
of medications with the consolidation of vitolume.
Pharmacy
Product for Non-Profit Organizations
At the present time, HCA is focusing on the non-profit
market sector which includes educational institutions
(universities, colleges and school districts), charitable organizations, hospitals, and non-profit long term care facilities. HCA
has researched the Opinion Letters of the Federal
Trade Commission and has uncovered several favorable
rulings that permit PCA to improve purchasing practices and pricing for these
non-profit entities. PCA has structured a
Pharmacy Product to take advantage of thisfavorable pricing for Non-Profits
using a semi-annual payment that accumulates the difference between the PCA
traditional acquisition price and new hospital acute care acquisition price
offered through a PCA hospital partner. This has become a
significant competitive advantage for PCA.
Government
Regulations
Under the
Non-Profit Institutions Act (NPIA), the Federal Trade Commission (FTC) exempts
(see Alpena School District Opinion Letter) Non-Profit organizations, including
educational institutions, (universities, colleges and school districts),
charitable organizations, hospitals, and non-profit long term care facilities
from the Robinson Patman Act. This allows Non-Profits to purchase
medications in the more pride effective hospital acute care “Class of
Trade.” If an organization purchases medication, it is assigned a
“Class of Trade” or designated purchasing category with defined
pricing. Class of Trade categories include: retail, mail
order, managed care, hospital acute care, 340B for Federally Qualified Health
Clinics, Federal Government and Sovereign Nation. Most Non-Profits
currently purchase medication in the retail and mail order Class of
Trade. Under the PCA program, Non-Profits have access to the hospital
acute care Class of Trade through a PCA hospital partner. NPIA
further requires an independent pharmacy, in this case PCA to dispense the
medications and that purchased inventory is linked to the employees of the
Non-Profit organizations through PCA software. PCA plans to
distribute medications directly to non-profit facilities and to the homes of
their employees.
Product
Marketing Strategy
In order
to rapidly grow market share, HCA has decided to
compliment its internal sales efforts and has contracted with NIA Group .
PCA commenced selling its Non-Profit Pharmacy Program in 2009 and
is not dependent on any one or a few major clients. For example,
there are approximately 567 School Districts in New Jersey.
Competition
At the
present time, HCA is not encountering any direct competition for its non-profit
product in its current selling areas which include New Jersey, Pennsylania, New
York and Connecticut. However it is anticipated that as the
marketplace becomes aware of this product, new direct competitors will enter
it. Since PCA is a pharmacy servicing the medication needs of
patients, there is competition from other pharmacies, including chain pharmacies
such as Walgreen’s CVS and Rite Aid and Independent
Pharmacies.
Employees
As of the
date hereof, we have no employees except the Officers and Directors. In the
future, and from time to time, we expect to employ independent contractors to
support our development, technical, marketing, sales, support and administrative
functions on as-needed basis. We do not anticipate a need to engage employees at
the present time. We intend to engage part-time and or full-time employees after
we become operational. Competition for qualified personnel in our industry is
severe. Our future success will depend in part on our ability to attract, hire
or acquire, train and retain qualified employees.
NEEDS
FULL DESCRIPTION OF PROPERTIES RENTED OR LEASED INCLUDING COPIES OF LEASES TO BE
FILED AS EXHIBITS.
Currently,
we do not own any property. HCA entered into a 5 year lease
on October 23, 2009 with W. P. Properties, LLC for an office and
pharmacy facility measuring 8,056 S.F., located at Suite 230, 66 Ford Road,
Denville, NJ 07834.
Directors
and Officers
The names
and ages of our directors and executive officers are as
follows:
Name
|
Age
|
Position(s)
|
Gary
J Sekulski
|
61
|
Director,
President, Chief Executive Officer and Treasurer
|
Joseph
Drucker
|
87
|
Director,
Secretary, VP and Corporate Counsel
|
Jan
Goldberg
|
57
|
Executive
Vice President,
Administration
|
Gary
J. Sekulski, Director, President and Chief Executive Officer
Mr. Sekulski
is an experienced executive with a primary focus on business development and the
development of products and services to effectively address operational and
marketing challenges in the healthcare and prescription drug market sectors.
Mr. Sekulskiwas a Founder and President of Broadreach Medical Resources
where he created a new more cost effective business model for administrating
prescription drug programs using transparency and full disclosure business
practices. He was President of the Gladstone Consulting Group, a healthcare
product development, medical underwriting and project management company that
developed innovative products in chronic illness management, prescription drugs
and dental. Over the years, Mr. Sekulski has held various executive
positions with organizations such as Executive Vice President at Summit Health
Administrators, an organization that processed the professional claims for HIP
of New York servicing HIP’s 1.2 million members, and Senior Vice President
of Product Development at Medco Containment Services (now Medco Health
Solutions), where he was instrumental in developing mail service plans,
integrated walk-in card/mail service plans, managed care pharmacy networks,
formulary/ rebate programs and the marketing strategies to implement these
programs. Prior to this, Mr. Sekulski had been the National Director of
Metropolitan Life Insurance Company’s provider network programs including
prescription drugs (GM, Goodyear, GE), vision (created Bell Company and AT&T
original program) and dental (formulated first national network). In this
capacity, claims operations with over 750 employees reported to
Mr. Sekulski. While at Metropolitan, Mr. Sekulski also supervised
Metropolitan’s Internal Medical Underwriting Division. Mr. Sekulskihas
served on the 1985 General Motors/UAW Benefits Cost Containment Task Force; the
Medicare Catastrophic Prescription Drug Act Committee; Chair of the HIAA
Pharmaceutical Relations Committee; Chair of the By-laws Committee-National
Council of Prescription Drug Programs. He has also been a member of the
Self-Insurance Institute of America, and the National Association of Chain Drug
Stores. Mr. Sekulski is a graduate of Stony Brook University. (What degree
BA and subject)
Joseph Drucker, Director, Secretary
and Corporate Counsel
Mr. Drucker,
Esq., manages HCA’s Legal Department and Legal affairs which will include
overseeing HCA’s filings with the Securities and Exchange Commission.
Mr. Drucker served as Co-Chairman, Secretary and General Counsel of a small
cap public Company. Mr. Drucker has been in the private practice of law
since 1973. He was a partner in the law firm of Himmelman, Hurley, Drucker and
Himmelman. As an attorney, Mr. Drucker limits his practice to corporate law
and specializes in the formation of business plans, Private Placement Memoranda
and the filing of registration statements with the Securities and Exchange
Commission. Mr. Drucker was also a managing partner of the accounting firm
of Reimer, Drucker, Biegeleisen and Standard located in Freehold, New Jersey.
Mr. Drucker Attended Columbia University and received a B.S. Degree in
Business and Accounting from Long Island University and a Juris Doctorate Degree
from Brooklyn Law School.
Jan
Goldberg, Executive Vice President - Administration
Mr. Goldberg
has a proven record of improving operations and unit performance while reducing
costs in the challenging health care environment. He has managed complex
multiple sites and large operations, negotiated mergers and acquisitions, labor
contracts and business contracts. Mr. Goldberg’s diverse career has included
Senior Vice President of Facility Operations for Integrated Medical LLC, a
medical and Real Estate Management Company; Principle, Founder and Executive
Vice President of Modern MedicalModalities Corporation, a multi state diagnostic
imaging company; Founder and President of CSB Billing and Management Inc., a
physician billing company located in Florida. He has also served as Director of
Operations for Advacare, Inc. a national billingand Management Company and as
New Jersey Director of Operations for Sonix Medical Resources. Early in his
career he has served in the finance departments of Booth Memorial Medical Center
and Staten Island University Medical Center. He started his career with Blue
Cross/ Blue Shield of Greater New York. Mr. Goldberg is a graduate of Pace
University.
Other
than as set forth above, there are no other directors, executive officers or
significant employees. There are no persons nominated to become directors of the
Company.
Conflicts
of Interests
Our
directors and officers, with the exception of Mr. Drucker, will devote full time
to the Company’s affairs, however they may engage in outside endeavors with the
consent of the Board of Directors.
We do not
have an audit or compensation committee comprised of independent
Directors. The functions that would have been performed by such
committees are performed by our Board of Directors, and this consists of one
person. Thus, there is a potential conflict of interest in that our Directors
have the authority to determine issues concerning management compensation - in
essence their own compensation - as well as audit issues - which could involve
their own conduct.
All
ongoing and future transactions between us and any of our directors and officers
or their respective affiliates, including loans by our directors and officers
and or their affiliates, will be on terms believed by us to be no less favorable
to us than are available from unaffiliated third parties.
We have
not established a policy for determining how conflicts of interest would be
resolved and we cannot assure you that any conflicts which may arise will be
resolved in our favor.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
None of
our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past five
years:
●
|
any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
|
●
|
any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offences);
|
●
|
being
subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated of any court of competent jurisdiction, permanently
or temporarilyenjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
●
|
found
by a court of competent jurisdiction (in a civil action ), the Commission
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been
reversed, suspended, or
vacated.
|
BOARD
COMMITTEES AND INDEPENDENCE
Our Board
of Directors has not established any committees. We have not, for instance,
established an Audit Committee, a Compensation Committee, a Nominating
Committee, or any other committee performing similar tasks. The functions of
those committees are being undertaken by the entire board as a whole. Because we
do not have any independent directors, our Board of Directors believes that the
establishment of committees of the board would not provide any benefits to our
company.
We do not
have a policy regarding the consideration of any director candidates which may
be recommended by our stockholders, including the minimum qualifications for
director candidates, nor has our Board of Directors established a process for
identifying and evaluating director nominees. We have not adopted a policy
regarding the handling of any potential recommendation of director candidates by
our stockholders, including the procedures to be followed. Our Board has not
considered or adopted any of these policies as we have never received a
recommendation from any stockholder for any candidate to serve on our Board of
Directors. Given our relative size and lack of directors and officers insurance
coverage, we do not anticipate that any of our stockholders will make such a
recommendation in the near future. While there have been no nominations of
additional directors proposed, in the event such a proposal is made, all members
of our Board will participate in the consideration of director nominees. None of
our directors can be considered to be "audit committee financial expert" within
the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee
financial expert" is an individual member of the audit committee or Board of
Directors who:
●
|
understands
generally accepted accounting principles and financial
statements,
|
●
|
is
able to assess the general application of such principles in connection
with accounting for estimates, accruals and
reserves,
|
●
|
has
experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
|
●
|
understands
internal controls over financial reporting,
and
|
●
|
understands
audit committee functions.
|
Our Board
of Directors is comprised of individuals who were integral to our formation and
who are involved in our day to day operations. While we would prefer our
director be an audit committee financial expert, the individual who has been key
to our development has professional background in finance or accounting. As with
most small, early stage companies, until such time as our company further
develops its business, achieves a stronger revenue base and has sufficient
working capital to purchase directors and officers insurance, we do not have any
immediate prospects to attract independent directors.When we are able to expand
our Board of Directors to include one or more independent directors, we intend
to establish an Audit Committee of our Board of Directors. It is our intention
that one or more of these independent directors will also qualify as an audit
committee financial expert.
Director
independence
We are
not subject to the listing requirements of any national securities exchange or
national securities association. As a result, currently, we are not required to
have our board comprised of a majority of “independent directors.” In fact, at
this time, we are not required to have any independent directors on our
board.
CODE
OF ETHICS
|
We have adopted a code of
ethics applicable to our directors, officers and employees. We believe our code
of ethics is reasonably designed to deter wrongdoing and promote honest and
ethical conduct; provide full, fair, accurate, timely and understandable
disclosure in public reports; comply with applicable laws; ensure prompt
internal reporting of code violations; and provide accountability for adherence
to the code. A copy
of our code of ethics is included as a exhibit to the registration statement of
which this prospectus forms a part. You will be able to review this document by
accessing our public filings at the SEC's website at www.sec.gov. In addition, a
copy of the code of ethics will be provided without charge upon request to us.
We intend to disclose any amendments to or waivers of certain provisions of our
code of ethics in a Current Report on Form 8-K.
The compensation discussed below addresses
all compensation awarded to, earned by, or paid to our directors and executive
officers. We do not have any stock option plans, retirement, pension, or profit
sharing plans for the benefit of our directors and officers other than as
described herein.
Compensation-
|
(Number
of shares
|
|||||||||||
Name
and Principal Position
|
($)
Salary
|
($)
Bonus
|
Underlying
Options
|
|||||||||
Gary
Sekulski, CEO, President, Treasurer
|
$ 360,000
0
|
NONE
|
NONE
|
|||||||||
Joseph
Drucker, Secy, VP Corporate Counsel
|
$ 120,000
0
|
NONE
|
NONE
|
|||||||||
Jan
Goldberg, Exec VP
|
$ 180,000
0
|
NONE
|
NONE
|
|||||||||
See
Financial Statements, Note 3 – Executive
Compensation Accrued Salaries.
BENEFITS
AVAILABLE, BASIS FOR COMPENSATION, TERMINATION PROVISIONS,
WHEN
BEGUN AND DURATION
Compensation
to Directors
Our
directors are entitled to receive compensation, in the form of fees, for their
services to us. Our Board of Directors has the authority to set such fees. No
fees or other compensation have been paid or accrued to any director as of the
date hereof for his services as a director and none will be paid or accrue until
our operations generate cash flow from which such fees may be paid. We have no
director’s service contracts.
Employment
Agreements
As of the
date hereof, we have entered into an employment agreements with our three
officers, Gary Sekulski, Joseph Drucker and Jan Goldberg.
Stock
Options Grants
No grants
of options have been made to any director or officer as of the date hereof. Our
Board of Directors has not adopted a stock option plan (“Stock Option Plan”). We
have no plans to adopt a stock option plan but may choose to do so in the
future. If such a plan is adopted, this plan may be administered by the Board or
a committee appointed by the Board (the “Committee”). The committee would have
the power to modify, extend or renew outstanding options and to authorize the
grant of new options in substitution therefor, provided that any such action may
not, without the written consent of the optionee, impair any rights under any
option previously granted. We may develop an incentive based stock option plan
for our officers and directors and may reserve up to 10% of our issued and
outstanding shares of common stock for that purpose.
Long-Term
Incentive Plan Awards
We do not
have any long-term or other incentive plans at this time.
Change-in-control
arrangements
There are
no compensation plans or arrangements or payment obligations with respect to our
directors or officers that would be triggered by the resignation, retirement or
any other termination of any director or officer. There are no arrangements for
our directors, officers or employees in the event of a
change-in-control.
Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which our directors, officers,
stockholders or any member of the immediate family of the foregoing had or is to
have a direct or indirect material interest.
The
selling shareholders named in this prospectus are offering 13,900,000 shares of
our common stock acquired by the selling shareholders from HCA in offerings that
were exempt from registration.
The term
“selling shareholders” includes donees, pledges, transferees or other
successors-in-interest selling shares received after the date of this prospectus
from a selling shareholder as a gift, pledge or other non-sale related
transfer.
Based on information provided to us by the selling shareholders,
the following table provides information as of September 30, 2009, regarding the
number of shares of our common stock held by each of
the selling shareholders as of the date hereof, including: (1) the
total number of shares that are to be offered by each; (2) the percentage owned
by each prior to the offering; (3) the percentage owned by each upon completion
of the offering; and (4) the identity of the beneficial holder of any entity
that owns the shares.
Except as
disclosed in the table below, to the best knowledge of management of the
Company, the named party beneficially owns and has sole voting and investment
power over all shares or rights to these shares. The numbers in the
table assume that none of the selling shareholders sells shares of common stock
not being offered in this prospectus or purchases additional shares of common
stock, and assumes that all shares offered are sold.
Except as
disclosed below, none of the selling shareholders
(i)
|
has
had a material relationship with us or any of our affiliates other than as
a security holder at any time within the past three
years.
|
(ii)
|
has
ever been one of our officers or directors, except for Gary Sekulski,
President, CEO, Treasurer and Director; Joseph Drucker, Corporate Counsel,
Secretary and Director; Jan Goldberg, Executive Vice President for
Administration
|
SALE
OF COMPANY UNREGISTERED SHARES
1.
|
Gary
Sekulski, Founder, 9,500,000 shares.
(1)
|
2.
|
Joseph
Drucker, Founder, 3,000,000 shares. (1)
(2)
|
3.
|
Jan
Goldberg, Founder, 500,000 shares.(1) March 10,
2008
|
4.
|
Matilda
Bruno, Consultant. 30,000 shares. (3) March 10,
2008
|
5.
|
Steve
Monetti, Consultant, 20,000 shares. (5) March 10,
2008
|
6.
|
Wayne
Miller, Consultant, 10,000 shares. (3) July 12,
2008
|
7.
|
Buy
Sell Pharmacy.com, Consultant, 25,000
shares (3)
|
8.
|
Colonial
Consulting Group LLC, Consultant, 60,000 shares. (3) March 10,
2008
|
9.
|
Scott
M. Cutler purchased 20,000 shares for $10,000 as an accredited investor
from the Form D Reg 504 Private Placement Memorandum. (4) March 10,
2008
|
10.
|
John
R. DeSheplo purchased 20,000 shares for $10,000 as an accredited investor
from the Form D Reg 504 Private Placement Memorandum. (4) March 10,
2008
|
11.
|
Kathleen
and Keith Muhlmeister, purchased 25,000 shares for
$12,500 a an accredited investors from the Form D Reg
504 Private Placement Memorandum, 25,000 shares. (4)
August 25, 2009
|
12.
|
First
Time LLC Stock Purchase Agreement, 400,000 shares. (5) October 15,
2008
|
13.
|
Thomas
O’Leary, Stock Purchase Agreement, 120,000 shares. (5) November 19,
2009
|
14.
|
George
Vlastaris, Stock Purchase Agreement, 20,000 shares. (5) November 19,
2009
|
15.
|
Mark
Senior, Stock Purchase Agreement, 20,000 shares. (5) November 19,
2009
|
16.
|
John
Kretzu, Stock Purchase Agreement, 10,000 shares. (5) November 19,
2009
|
17.
|
Ora
Cup LLC, Stock Purchase Agreement, 100,000 shares. (5) November 19,
2009
|
18.
|
Matilda
Bruno Stock Purchase Agreement, 20,000. (5) March 10,
2008
|
TO
BE COMPLETED
(1)
|
The
Founders paid .0001 per
share
|
(2)
|
Mr.
Joseph Drucker has placed these shares in the Joseph Drucker 1995
Trust. The Trust is a grantor trust. Mr. Drucker is
neither a trustee nor a beneficiary of the trust. However, Mr.
Drucker has been granted the voting rights by the trustees of the
trust. By virtue of his position, he may be deemed to be the
beneficial owner of these shares. Mr. Drucker disclaims
beneficial ownership of these shares. However, under the rules
of the SEC, a person is deemed to be a “beneficial owner” of a security if
that person has or shares “voting power,” which includes the power to
dispose of or to direct the disposition of such security. A
person is also deemed to be a beneficial owner of any securities of which
that person has a right to acquire beneficial ownership within 60
days. Under these rules, more than one person may be deemed a
beneficial owner of the same securities and a person may be deemed a
beneficial owner of securities as to which he has no economic
interest.
|
(3)
|
Consultants
were paid in common stock for services
rendered.
|
(4)
|
Accredited
investors purchased share under Form D Reg
504.
|
(5)
|
These
shares were not registered under the securities act 1933. The shares were
issued pursuant to the exemption provided in section 4 (2) of the act. The
abovesales did not involve a public offering. The shares were issued with
a restricted legend thereby restricting any
transfer.
|
ISSUER
PURCHASES OF EQUITY SECURITIES
Market
Information
|
Our
securities are not traded on any exchange or quotation system. Subsequent to the
effectiveness of the registration statement of which prospectus is a part, we
intend to take steps to have our common stock quoted on the OTC BB. In order for
our common stock to trade, a registered broker-dealer, known as the “market
maker,” must be willing to sponsor our application to FINRA and list bid or sale
quotations. We have not, as of this date, contacted a market maker for
sponsorship of our securities on the OTC BB. We cannot assure you that a market
maker will sponsor our application nor can we assure you that such an
application for quotation will be approved. Even if our shares were approved for
trading on the OTC BB, we cannot assure you that a public market would
materialize.
Mr.
Joseph Drucker, a director and officer of the Company, serves as corporate
counsel to the Company. Mr. Drucker is beneficial owner of 3,000,000 shares of
our common stock. These shares were purchased on March 10, 2008 for a
consideration of $.0001.
Other
than as set forth herein, no expert or counsel named in this prospectus as
having prepared or certified any part of this prospectus or having given an
opinion upon the validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the common stock was
employed ona contingency basis, or had, or is to receive, in connection with the
offering, a substantial interest, direct or indirect, in the registrant. Nor was
any such person connected with us a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
General
The
following description summarizes the material terms of our
capital stock. This summary is subject to, and is qualified in its entirety by, reference to the provisions of our Articles of Incorporation, our
by-laws, and applicable Colorado law. Complete copies of our Articles of
Incorporation and by-laws are filed with
the SEC as exhibits to the registration statement of which
this prospectus is a part.
Common
Stock
We are
authorized to issue up to 25,000,000 shares, without par value. As of the date
hereof, 13,900,000 shares are issued and outstanding held by stockholders of
record.
Holders of our shares are entitled to one vote for each share held on all matters submitted for
stockholder determination. There are no cumulative voting rights. Accordingly,
holders of a majority of the shares entitled to vote in any election of
directors may elect all of the directors standing for election. Holders of
common stock are entitled to receive proportionately any dividends that may be
declared by our Board of Directors, subject to any preferential dividend rights
of outstanding preferred stock. In the event of our liquidation, dissolution or
winding up, holders of common stock will be entitled to receive proportionately
any of our assets remaining after the payment of liabilities and subject to the
prior rights of anyoutstanding preferred stock. Holders of common stock have no
preemptive, subscription, redemption or conversion rights. All of our
outstanding shares are duly authorized, validly issued, fully paid and
nonassessable.
We have not declared any dividends on our common stock since
inception. Our Board of Directors will make any future decisions regarding
dividends. We currently intend to retain and use any future earnings for
the development and expansion of our business and do not anticipate paying any
cash dividends in the near future. Our Board of Directors
has complete discretion on whether to pay dividends, subject to the approval of
our shareholders. Even if our Board of Directors decides to pay dividends, the
form, frequency and amount will depend upon our future operations and earnings,
capital requirements and surplus, general financial condition, contractual
restrictions and other factors that the Board of Directors may deem
relevant.
TRANSFER
AGENT
The
transfer agent and registrar for our common stock is
Corporate Stock Transfer Inc., 3200 Cherry Creek Drive South, Suite 430,
Denver, CO 80109.
There are
no known legal proceedings pending or threatened against us.
The
validity of the shares of common stock offered hereby will be passed upon for us
by Joseph Drucker, Esq. of Jackson, New Jersey.
The financial statements included in
this prospectus have been audited by Thomas J. Harris, CPA. Reference is
made to the auditor’s report. These financial statements are furnished in
reliance upon the auditor’s report.
New Jersey corporate law provides that a corporation may
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding whether
civil, criminal administrative or investigative, except an action by or in the
right of thecorporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust of
other enterprise, against expenses, including attorneys’ fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonable believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
New
Jersey corporate law also provides that, to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys’ fees, actually and reasonably incurred by him in
connection with the defense.
Our
Articles of Incorporation and By-Laws limit the liability of our directors,
officers, agents, fiduciaries and employees to the fullest extent permitted by
the New Jersey Revised Statutes. Specifically, directors of the company will not
be personally liable to the Company or any of its shareholders for monetary
damages for breach of fiduciary duty as directors, except liability for:
(i) any breach of the director’s duty of loyalty to the corporation or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of New Jersey law; or (iv) any
transaction from which the director directly or indirectly derives an improper
personal benefit. Our governing documents therefore protect officers, directors,
agents, fiduciaries, and employees to the fullest extent permissible under New
Jersey law.
OF
SECURITIES ACT LIABILITIES
We have
been advised that in the opinion of the SEC indemnification for liabilities
arising under the Securities Act of 1933 is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities is asserted by one of our
directors, officers, or controlling persons, we will either rely upon the
opinion of counsel as to whether or not to pay indemnification, or submit the
matter to a court of appropriate jurisdiction.
We intend
to furnish to our stockholders annual reports containing audited financial
statements reviewed by our independent accountant, and such other periodic
reports as we may determine to be appropriate or as may be required by
statute.
As a
result of the filing of a registration statement with the SEC, we will become
subject to the informational requirements of the Securities Exchange Act of 1934
for a period of at least one fiscal year.
It is a requirement of FINRA that all issuers maintaining
quotations of their securities on the OTC BB file periodic reports under the
1934 Act. In order to maintain such a quotation, we
must, necessarily, continue to file periodic reports with the SEC beyond the
initial period of one year notwithstanding the fact that we may be under no
legal obligation to do so under the 1934 Act. Our duty to continue
reporting would terminate if:
1. we have
less than 300 stockholders of record; or
2. we
have less than 500, but more than 300, stockholders of record, and our
total assets did not exceed $10 million on the last day of each of our
three most recent fiscal years.
We cannot assure you that we will have
the financial wherewithal to defray the costs of our audits and the concomitant
expenses of continued filing.
You may
contact us by telephone at: 973
983 6300. Our mailing address is: 66 Ford Road, Suite 230,Denville, NJ
07834.
We have
filed with the SEC a registration statement on Form S-1 to cover the securities
to be sold hereunder. This prospectus forms a part of that registration
statement, and the registration statement also includes certain exhibits. This
prospectus therefore does not contain all of the information set forth in the
registration statement and exhibits to the registration statement. For further
information with respect to our company and the shares to be sold in this
offering, reference is made to the registration statement, including the
exhibits to the registration statement. Copies of the registration statement,
including the exhibits to the registration statement, may be examined without
charge at the public reference room of the SEC, 100 F Street, N.E., Room 1580,
Washington, DC 20549. Information about the operation of the public reference
room may be obtained by calling the SEC at 1-800-SEC-0330. Copies of all or a
portion of the registration statement may be obtained from the public reference
room of the SEC upon payment of prescribed fees. Our SEC filings, including our
registration statement, are also available to you on the SEC’s website at:
www.sec.gov.
As a
result of this offering, we will become subject to the informational and
reporting requirements of the Securities Exchange Act, and will file periodic
reports, proxy statements and will make available to our stockholders annual
reports containing audited financial information for each year and quarterly
reports for the first three quarters of each fiscal year containing unaudited
interim financial information.
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE
PERIOD FROM INCEPTION ON FEBRUARY 26, 2008 THROUGH
DECEMBER
31, 2008
TABLE OF
CONTENTS
Page
No.
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated
Balance Sheet
|
F-2
|
Consolidated
Statement of Operations
|
F-3
|
Consolidated
Statement of Cash Flows
|
F-4
|
Consolidated
Statement of Stockholders’ Equity
|
F-5
|
Notes to Consolidated Financial
Statements
|
F-6-F-9
|
THOMAS J.
HARRIS
CERTIFIED
PUBLIC ACCOUNTANT
3901
STONE WAY N., SUITE 202
SEATTLE,
WA 98103
206.547.6050
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
Flanders,
New Jersey
We have
audited the balance sheets of HEALTHCARE CORPORATION OF AMERICA and SUBSIDIARY a
development stage company, as at DECEMBER 31, 2008, the statements of earnings
and deficit, stockholders’ deficiency and cash flows for the period from
inception February 26, 2008 to DECEMBER 31, 2008. Theses 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 I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the 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. I believe that my audit provides a reasonable basis for
my opinion.
As noted
in Notes 3 and 8 to the financial statements management has elected to restate
these financial statements. We agree with the
restatement.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of HEALTHCARE CORPORATION OF AMERICA
and SUBSIDIARY a development stage company, as of December 31, 2008 and the
results of its operations and its cash flows for the period then ended in
conformity with generally accepted accounting principles accepted in the United
States of America.
The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern. As discussed in Note 2, the
company’s significant operating losses, working capital deficiency and need for
new capital raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Thomas J. Harris
Thomas J
Harris, CPA
January
25, 2010
Healthcare
Corporation of America and Subsidiary
|
||||
(A
Development Stage Company)
|
||||
Consolidated
Balance Sheet
|
||||
Restated | ||||
December
31, 2008
|
||||
Assets
|
||||
Current
assets:
|
||||
Cash
|
$ | 14,209 | ||
Loan
to Officers
|
$ | 96,800 | ||
Total
current assets
|
$ | 111,009 | ||
Other
assets:
|
||||
Interest
Receivable
|
$ | 1,820 | ||
Total
other assets
|
$ | 1,820 | ||
Total
assets
|
$ | 112,829 | ||
Liabilities
and Stockholders’ Deficit
|
||||
Current
liabilities:
|
||||
Accrued
expenses
|
$ | 79,000 | ||
Accrued
Officers’ Compensation
|
$ | - | ||
Related
Party Payables
|
$ | 5,101 | ||
Total
current liabilities
|
$ | 84,101 | ||
Total
liabilities
|
$ | 84,101 | ||
Stockholders’
deficit:
|
||||
Common
stock, no par value, 25,000,000 shares authorized, 13,360,000 shares
issued
|
$ | 301,400 | ||
Deficit
accumulated during the developmental stage
|
$ | (272,672 | ) | |
Total
stockholders’ deficit
|
$ | 28,728 | ||
Total
Liabilities and Stockholders’ Deficit
|
$ | 112,829 | ||
See
notes to financial statements
|
||||
Healthcare
Corporation of America and Subsidiary
|
||||
(A
Development Stage Company)
|
||||
Consolidated
Statement of Operations
|
||||
Restated | ||||
From
inception on
|
||||
February
26, 2008
|
||||
through
Dec 31, 2008
|
||||
Revenue:
|
||||
Sales
|
$ | - | ||
Interest
income
|
$ | 1,820 | ||
Total
Revenue:
|
$ | 1,820 | ||
Cost
of sales
|
$ | - | ||
Gross
profit
|
$ | 1,820 | ||
Operating
expenses:
|
||||
Officer’s
salaries
|
$ | - | ||
Consulting
fees
|
$ | 137,600 | ||
Administrative
expenses
|
$ | 14,178 | ||
Professional
fees
|
$ | 17,000 | ||
Total
operating expenses
|
$ | 168,778 | ||
Loss
from Operations
|
$ | (166,958 | ) | |
Write-off
of loan balance due from LTC Specialists, LLC
|
$ | (105,714 | ) | |
Provision
for Income Tax
|
$ | - | ||
Net
loss
|
$ | (272,672 | ) | |
Loss
per share
|
$ | (0.02 | ) | |
Weighted-average
number of common shares outstanding
|
12,777,330 | |||
See notes
to financial statements
Healthcare
Corporation of America and Subsidiary
|
||||
(A
Development Stage Company)
|
||||
Consolidated
Statement of Cash Flows
|
||||
Restated | ||||
From
inception on
|
||||
26-Feb-08
|
||||
through
Dec 31, 2008
|
||||
Operating
activities:
|
||||
Net
loss
|
$ | (272,672 | ) | |
Adjustments to reconcile net loss to net cash used
in operating activities:
|
||||
Services
paid for with common stock
|
$ | 58,900 | ||
Write-off
of loan balance due from LTC Specialists, LLC
|
$ | 105,714 | ||
Changes in assets and
liabilities:
|
||||
Increase
in accrued expenses
|
$ | 79,000 | ||
Increase
in interest receivable
|
$ | (1,820 | ) | |
Net
cash used in operating activities
|
$ | (30,878 | ) | |
Investing
activities:
|
||||
Increase
in loan to LTC Specialists, LLC
|
$ | (105,714 | ) | |
Increase
in loan to officer
|
$ | (96,800 | ) | |
Net
cash used in investing activities
|
$ | (202,514 | ) | |
Financing
activities:
|
||||
Increase/(Decrease)
in Related Party payable
|
$ | 5,101 | ||
Increase
in stock sold
|
$ | 242,500 | ||
Net
cash provided by financing activities
|
$ | 247,601 | ||
Net
increase (decrease) in cash
|
$ | 14,209 | ||
Cash
at beginning of period
|
$ | - | ||
Cash
at end of period
|
$ | 14,209 | ||
Cash paid during the period
for:
|
||||
Interest
|
$ | - | ||
Taxes
|
$ | - | ||
Supplemental disclosure of non-cash financing
activities:
|
||||
Stock
for Services, Founders shares
|
$ | 1,300 | ||
Stock
for Services, 60,000 shares
|
$ | 57,600 | ||
Healthcare
Corporation of America and Subsidiary
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Consolidated
Statement of Stockholders' Equity
|
||||||||||||||||||||
For
the period from inception on February 26, 2008 through December 31,
2008
|
||||||||||||||||||||
Restated | ||||||||||||||||||||
Deficit
|
||||||||||||||||||||
Accumulated
During
|
||||||||||||||||||||
Shares
|
Common
Stock
|
Subscriptions
|
Development
|
Total
|
||||||||||||||||
Issued
|
Amount
|
Receivable
|
Stage
|
Equity
|
||||||||||||||||
Founders
Shares:
|
||||||||||||||||||||
Valued
at $0.0001
|
13,000,000 | $ | 1,300 | $ | - | $ | - | $ | 1,300 | |||||||||||
Private
Placements:
|
||||||||||||||||||||
February 26,
2008 $0.50 per share
|
20,000 | $ | 10,000 | $ | - | $ | - | $ | 10,000 | |||||||||||
February 29,
2008 $0.50 per share
|
20,000 | $ | 10,000 | $ | - | $ | - | $ | 10,000 | |||||||||||
July 3,
2008 $0.50 per share
|
25,000 | $ | 12,500 | $ | - | $ | - | $ | 12,500 | |||||||||||
Shares
for Services, 3/31/08:
|
||||||||||||||||||||
Colonial
Consulting Group, $0.50 per share
|
60,000 | $ | 30,000 | $ | - | $ | - | $ | 30,000 | |||||||||||
Buy
Sell Pharmacy.com, $0.50 per share
|
25,000 | $ | 12,500 | $ | - | $ | - | $ | 12,500 | |||||||||||
Others,
$0.50 per share
|
30,000 | $ | 15,100 | $ | - | $ | - | $ | 15,100 | |||||||||||
Shares
for Expenses Paid 3/31/08
|
$ | (42,233 | ) | $ | - | $ | (42,233 | ) | ||||||||||||
Stock
Issued for cash:
|
||||||||||||||||||||
February 26,
2008 $0.20 per share
|
50,000 | $ | 10,000 | $ | - | $ | - | $ | 10,000 | |||||||||||
August 28,
2008 $0.50 per share
|
400,000 | $ | 200,000 | $ | - | $ | - | $ | 200,000 | |||||||||||
Services
performed for the period ended 12/31/08
|
$ | 42,233 | $ | - | $ | 42,233 | ||||||||||||||
Net
loss
|
$ | - | $ | (272,672 | ) | $ | (272,672 | ) | ||||||||||||
Balance,
December 31, 2008
|
13,630,000 | $ | 301,400 | $ | - | $ | (272,672 | ) | $ | 28,728 | ||||||||||
See notes
to financial statements
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary of
Significant Accounting Policies
Business
Activity
Healthcare
Corporation of America (HCA) was incorporated in New Jersey on February 26, 2008
with the intent to house institutional
pharmacy, mail order pharmacy, and central fill pharmacy services in one closed
door pharmacy thru it's wholly
owned subsidiary Prescription Corporation of America which was founded on
January 11, 2008 in the state of New Jersey.
Private
placements on February 26, 2008 and February 29, 2008, raised a total of
$20,000. A private placement on July 3,
2008 raised a total of $12,500. HCA raised $10,000 on February 26, 2008 and
$200,000 on August 28, 2008 through
stock purchase agreements.
The
Company is in its development stage. This stage is characterized by significant
expenditures for the design and development
of the Company's products and obtaining financing. Accordingly, the financial
statements are presented in accordance with Statement of Financial
Accounting Standards (SFAS) No.7, Accounting and Reporting by
Development-State Enterprises
(SFAS 7).
Going
Concern
The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern. As the
company is in its development stage, it has no established source of revenue and
is dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors
raise substantial doubt that the company
will be able to continue as a going concern. The financial statements do not
include any adjustments that might result
from the outcome of this uncertainty.
Principles of
Consolidation
The
consolidated financial statements include the accounts of HCA and its wholly
owned subsidiary, Prescription Corporation
of America, which was also formed with the intent to enter into the
pharmaceutical sales industry. All material intercompany
accounts and transactions have been eliminated in consolidation.
Cash and Cash
Equivalents
Cash and
cash equivalents consist of cash on hand and cash in banks, and are stated at
cost, which approximates fair market
value. The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash
equivalents.
Accounts Receivable and
Allowance for Doubtful Accounts
Trade
accounts receivable are recorded at the invoiced amount and do not bear
interest. 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 had $0 accounts receivable at December 31, 2008, and therefore the
allowance for doubtful accounts
at December 31, 2008 is also $0. Additionally, the Company's bad debt
expense for the period ended
December
31, 2008 was $0. The Company does not have any off-balance-sheet credit exposure
related to its customers.
Use of Estimates in
Preparation of Financial Statements
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of certain assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements and the related reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Management
believes that its estimates are reasonable.
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary of Significant
Accounting Policies (continued)
Concentrations of Credit
Risk
Financial
instruments, which potentially subject the Company to concentrations of credit
risk, consist principally of cash. The
Company generally maintains its cash balances at one financial institution. At
times, such investments may be in excess of
the Federal Deposit Insurance Corporation limit of $250,000. At December 31,
2008, no cash investment account
was in excess of the insured limit.
The
Company had $1,820 interest income and $0 gross revenue for the period ended
December 31, 2008.
Advertising and
Promotions
Advertising
and promotions are expensed as incurred and included in operating expenses. For
the period ended December
31, 2008 advertising and promotion expenses were $0.
Income
Taxes
The
Company follows the liability method of accounting for income taxes in
accordance with SFAS No 109, Accounting for Income
Taxes. Under this method, deferred income taxes are recorded based upon the
differences between the financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect
when the underlying assets or liabilities are recovered or settled.
Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.
Accumulated
loss of ($272,607) resulted in a Deferred Tax Asset of $95,412 based on a 35%
tax rate. Since there is no assurance of future profits, a Deferred Tax
Valuation Allowance of $95,412 was taken to offset the Asset.
Note 2: Commitments and
Contingencies
On
February 6, 2008, prior to the inception of HCA, the current management of HCA
negotiated and signed a three year agreement
with Colonial Consulting Group ("Colonial") where Colonial would perform certain
consulting and business development
services for HCA Under the terms of the agreement, Colonial will be issued
60,000 common shares of HCA and HCA
will pay Colonial the sum of $5,000 per month for the first six months of the
contract for services performed by Colonial.
For the remaining six months of the year, HCA will pay Colonial $10,000 per
month for services rendered. For the
second and third years of the agreement, HCA will pay Colonial $15,000 and
$20,000 per month, respectively for services
rendered. Over the term of the agreement, Colonial has the option to receive an
equivalent portion of common stock in
place of payment. In addition, HCA will pay Colonial twenty five cents per
prescription for all business placements in HCA's
market sectors Colonial is also entitled to a finder's fee equal to five percent
of invested money for any additional capital
Colonial secures in HCA's interest. Colonial may also acquire the equivalent of
five percent of the finder's fee in common
stock at the initial rate of fifty cents per share.
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3: Executive
Compensation
The
Company entered into formal employment contracts with its senior officers. These
contracts commenced October 1, 2008 and
expire after four years. Prior to October 1, 2008, management has estimated an
amount that the officers earned on a
monthly basis and has accrued the officers' salaries to date in the financial
statements. The officers began the process
of developing a business plan for the company in October 1, 2007; therefore,
management has paid or accrued fifteen
months of officers' salaries Officers' salary expense for the period of
inception through December 31, 2008 was $465,000,
which includes $369,500 of accrued officer's compensation expense and $95,500 of
payments to officers since inception.
The Board of Directors of HCA, at a board meeting held March 17, 2009,
unanimously voted to eliminate the accrued
salaries due to officers.
Note 4: Loan with LTC
Specialists
In
September 2008, PCA loaned $140,000 to Long Term Care Specialists, LLC ("LTC"),
a New Jersey based limited liability corporation in the pharmaceutical sales
business. No interest was accrued on these loans. HCA has received information
that LTC has ceased operations due to its continued inability to meet its
commitments. It is apparent that HCA's loan receivable from LTC is
uncollectible. Therefore HCA will apply its loan payable of $34,286 to LTC
against the $140,000 loan receivable resulting in a write-off of
$105,714.
Note 5: Related Party
Payables
HCA has
loans receivable with certain officers of the Company as of December 31, 2008
the balance of these loans was $96,800. These loans bear interest at
5% per annum.
HCA has
loans payable with certain officers of the Company as of December 31,2008 the
balance of these loans was $5,101. These loans do not bear
interest.
Note 6: Stockholders'
Equity
On
February 26, 2008, the date of inception, 20,000 shares were issued for cash. On
February 29, 2008, an additional 20,000 shares were issued for cash. On July 3,
2008, an additional 25,000 shares were issued for cash. These three private
placements raised a total of $32,500. On February 26, 2008 50,000
shares of common stock were issued for cash. On August 28, 2008, 400,000 shares
of common stock were issued for cash. These two stock issuances raised a total
of $210,000. On March 31, 2008 60,000 shares were issued for services to
Colonial Consulting Group valued at $30,000.
Additionally,
on March 31, 2008, 13,000,000 shares were subscribed as founders' shares at a
value of $1,300, and 115,000
shares were subscribed in exchange for services rendered, valued at $57,600.
Related capitalized costs of $42,233
were designated as subscriptions receivable at March 31, 2008. For the nine
months ending December 31, 2008, all of
the previously capitalized costs were expensed for consulting services
performed.
Note 7: Related
Parties
Gary
Sekulski and Jan Goldberg have been officers of HCA since its inception and held
officer positions at LTC until October
2008 when they terminated their employment.
LTC had a
verbal consulting arrangement with HCA and Colonial whereby services were
provided to LTC in 2008 for a fee. In
accordance with this arrangement, this fee was paid directly to the officers of
HCA and to Colonial who performed the
consulting work.
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
(A
DEVELOPMENTSTAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8: Restated
Statements
The
financial statements have been revised due to management’s determination that
the officers’ salaries which were accrued at December 31, 2008 should be
eliminated and the expense be removed from the statements.
The
following table represents the effects of the restated statements as of December
31, 2008:
Revised
|
Original
|
|||||||
2008
|
2008
|
|||||||
Loss
|
(272,672 | ) | (740,792 | ) | ||||
Loan
to Officer
|
96,800 | - | ||||||
Interest
Receivable
|
1,820 | - | ||||||
Accrued
Officers' Compensation
|
- | 369,500 | ||||||
Earnings
Per Share
|
(0.02 | ) | (0.06 | ) |
Healthcare
Corporation of America and Subsidiary
|
|||
(A
Development Stage Company)
|
|||
Index
|
|||
Page
|
|||
Report
of Independent Registered Public Accounting Firm
|
F-1 | ||
Consolidated
Balance Sheet
|
F-2 | ||
Consolidated
Statement of Operations
|
F-3 | ||
Consolidated
Statement of Cash Flows
|
F-4 | ||
Consolidated
Statement of Shareholders' Equity
|
F-5 | ||
Notes
to Financial Statements
|
F-6
to F-9
|
THOMAS J.
HARRIS
CERTIFIED
PUBLIC ACCOUTANT
3901
STONE WAY N #202
SEATTLE,
WASHINGTON 98103
(206)
547-6050 FAX (206) 548-8132
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
Flanders,
New Jersey
I have
reviewed the consolidated balance sheet of HEALTHCARE CORPORATION OF
AMERICA and SUBSIDIARY Stage Company) as of September 30, 2009, and the related
condensed statements of operations for the three and nine months ended September
30, 2009 and for the period from February 26, 2008(inception) to September 30,
2009, and condensed statements of cash flows for the nine months ended September
30, 2009 for the period from February 26, 2008(inception) to September 30,
2009. These financial statements are the responsibility of the
company’s management.
I
conducted my review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, I
do not express such an opinion.
Based on
my review, I am not aware of any material modifications that should be made to
the accompanying interim financial statements for them to be in conformity with
generally accepted accounting principles in the United States of
America.
I have
previously audited, in accordance with auditing standards of the Public Company
Accounting Oversight Board (United States), the balance sheet
of HEALTHCARE CORPORATION OF AMERICA and SUBSIDIARY (A Development
Stage Company) as of September 30, 2008, and the related statements of
operations, retained earnings and cash flows for the year then ended (not
presented herein); and in my report dated January 25, 2010, I expressed a going
concern opinion on those financial statements. In my opinion, the
information set forth in the accompanying condensed balance sheet as of
September 30, 2009, is fairly stated, in all material respects, in relation to
the balance sheet from which it has been derived.
/s/ Thomas J.
Harris
Seattle,
Washington
January
25, 2010
Healthcare
Corporation of America and Subsidiary
|
||||||||
(A
Development Stage Company)
|
||||||||
Consolidated
Balance Sheet
|
||||||||
December
31, 2008
|
September
30, 2009
|
|||||||
(AUDITED)
|
(UNAUDITED)
|
|||||||
Restated
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 14,209 | $ | 10,049 | ||||
Loan
to Officer
|
$ | 96,800 | $ | 211,400 | ||||
Total
current assets
|
$ | 111,009 | $ | 221,449 | ||||
Other
assets:
|
||||||||
Interest
Receivable
|
$ | 1,820 | $ | 3,450 | ||||
Total
other assets
|
$ | 1,820 | $ | 3,450 | ||||
Total
assets
|
$ | 112,829 | $ | 224,899 | ||||
Liabilities
and Stockholders’ Deficit
|
||||||||
Current
liabilities:
|
||||||||
Accrued
expenses
|
$ | 79,000 | $ | 169,000 | ||||
Related
Party Payables
|
$ | 5,101 | $ | 5,101 | ||||
Total
current liabilities
|
$ | 84,101 | $ | 174,101 | ||||
Total
liabilities
|
$ | 84,101 | $ | 174,101 | ||||
Stockholders’
deficit:
|
||||||||
Shares
Issued at period end
|
13,630,000 | 13,900,000 | ||||||
Common
stock, no par value, 25,000,000 shares authorized,
|
||||||||
13,900,000
shares issued and outstanding
|
$ | 301,400 | $ | 436,400 | ||||
Deficit
accumulated during the developmental stage
|
$ | (272,672 | ) | $ | (385,602 | ) | ||
Total
stockholders’ deficit
|
$ | 28,728 | $ | 50,798 | ||||
Total
Liabilities and Stockholders’ Deficit
|
$ | 112,829 | $ | 224,899 |
Healthcare
Corporation of America and Subsidiary
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Consolidated
Statement of Operations
|
||||||||||||||||||||
(UNAUDITED)
|
||||||||||||||||||||
|
|
|
||||||||||||||||||
From
Jul 1, 2009 through Sep 30,2009
|
From
Jul 1, 2008 through Sep 30, 2008 |
From
Jan 1, 2009 through Sep 30, 2009 |
From
Jan 1, 2008 through Sep 30, 2008 |
From
inception on 26-Feb-08
through Dec
31,2009
|
||||||||||||||||
Revenue:
|
||||||||||||||||||||
Sales
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Interest
income
|
$ | 1,037 | $ | 525 | $ | 1,630 | $ | 956 | $ | 3,450 | ||||||||||
Total
Revenue:
|
$ | 1,037 | $ | 525 | $ | 1,630 | $ | 956 | $ | 3,450 | ||||||||||
Cost
of sales
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Gross
profit
|
$ | 1,037 | $ | 525 | $ | 1,630 | $ | 956 | $ | 3,450 | ||||||||||
Operating
expenses:
|
||||||||||||||||||||
Officer’s
salaries
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Consulting
fees
|
$ | 32,125 | $ | 15,000 | $ | 93,375 | $ | 20,000 | $ | 230,975 | ||||||||||
Administrative
expenses
|
$ | 5,678 | $ | 5,397 | $ | 12,288 | $ | 10,018 | $ | 26,466 | ||||||||||
Professional
fees
|
$ | 6,438 | $ | 500 | $ | 8,898 | $ | 1,850 | $ | 25,898 | ||||||||||
Total
operating expenses
|
$ | 44,241 | $ | 20,897 | $ | 114,560 | $ | 31,868 | $ | 283,338 | ||||||||||
Loss
from Operations
|
$ | (43,204 | ) | $ | (20,372 | ) | $ | (112,930 | ) | $ | (30,912 | ) | $ | (279,888 | ) | |||||
Write-off
of loan balance due from LTC Specialists, LLC
|
$ | - | $ | - | $ | - | $ | - | $ | (105,714 | ) | |||||||||
Provision
for Income Tax
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Net
loss
|
$ | (43,204 | ) | $ | (20,372 | ) | $ | (112,930 | ) | $ | (30,912 | ) | $ | (385,602 | ) | |||||
Loss
per share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.03 | ) | |||||
Weighted-average
number of common shares outstanding
|
13,850,000 | 12,777,330 | 13,731,111 | 12,777,330 | 13,731,111 |
Healthcare
Corporation of America and Subsidiary
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Consolidated
Statement of Cash Flows
|
||||||||||||||||||||
(UNAUDITED)
|
||||||||||||||||||||
|
|
|
|
|
||||||||||||||||
From
Jun 1, 2009 through Sep 30, 2009
|
From
Jun 1, 2008 through Sep 30, 2008
|
From
Jan 1, 2009 through Sep 30, 2009
|
From
Jan 1, 2008 through Sep 30, 2008
|
From
inception on 26-Feb-08
through
Sep 30, 2009
|
||||||||||||||||
Operating
activities:
|
||||||||||||||||||||
Net
loss
|
$ | (43,204 | ) | $ | (20,372 | ) | $ | (112,930 | ) | $ | (30,912 | ) | $ | (385,602 | ) | |||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||||||||||
Services
paid for with common stock
|
$ | - | $ | - | $ | - | $ | - | $ | 58,900 | ||||||||||
Write-off
of loan balance due from LTC Specialists, LLC
|
$ | - | $ | - | $ | - | $ | - | $ | 105,714 | ||||||||||
Changes
in assets and liabilities:
|
||||||||||||||||||||
Increase/(Decrease)
in accrued expenses
|
$ | 30,000 | $ | 5,050 | $ | 90,000 | $ | (11,700 | ) | $ | 169,000 | |||||||||
Increase
in accrued officers’ compensation
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Increase
in interest receivable
|
$ | (1,037 | ) | $ | (525 | ) | $ | (1,630 | ) | $ | (956 | ) | $ | (3,450 | ) | |||||
Net
cash used in operating activities
|
$ | (14,241 | ) | $ | (15,847 | ) | $ | (24,560 | ) | $ | (43,568 | ) | $ | (55,438 | ) | |||||
Investing
activities:
|
||||||||||||||||||||
Increase
in loan to LTC Specialists, LLC
|
$ | - | $ | (140,000 | ) | $ | - | $ | (140,000 | ) | $ | (105,714 | ) | |||||||
Increase
in Loan Payable to LTC
|
$ | - | $ | - | $ | - | $ | 34,286 | $ | - | ||||||||||
Increase
in loan to officer
|
$ | (55,300 | ) | $ | (36,300 | ) | $ | (114,600 | ) | $ | (70,800 | ) | $ | (211,400 | ) | |||||
Net
cash used in investing activities
|
$ | (55,300 | ) | $ | (176,300 | ) | $ | (114,600 | ) | $ | (176,514 | ) | $ | (317,114 | ) | |||||
Financing
activities:
|
||||||||||||||||||||
Increase/(Decrease)
in Related Party payable
|
$ | - | $ | - | $ | - | $ | 101 | $ | 5,101 | ||||||||||
Increase
in stock sold
|
$ | 75,000 | $ | 227,500 | $ | 135,000 | $ | 262,500 | $ | 377,500 | ||||||||||
Net
cash provided by financing activities
|
$ | 75,000 | $ | 227,500 | $ | 135,000 | $ | 262,601 | $ | 382,601 | ||||||||||
Net
increase (decrease) in cash
|
$ | 5,459 | $ | 35,353 | $ | (4,160 | ) | $ | 42,519 | $ | 10,049 | |||||||||
Cash
at beginning of period
|
$ | 4,589 | $ | 7,166 | $ | 14,209 | $ | - | $ | - | ||||||||||
Cash
at end of period
|
$ | 10,049 | $ | 42,519 | $ | 10,049 | $ | 42,519 | $ | 10,049 | ||||||||||
Cash paid during the period
for:
|
||||||||||||||||||||
Interest
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Taxes
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Supplemental disclosure of non-cash financing
activities:
|
||||||||||||||||||||
Stock
for Services, Founders shares
|
$ | - | $ | - | $ | - | $ | - | $ | 1,300 | ||||||||||
Stock
for Services, 60,000 shares
|
$ | - | $ | - | $ | - | $ | - | $ | 57,600 |
Healthcare
Corporation of America and Subsidiary
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Consolidated
Statement of Stockholders' Equity
|
||||||||||||||||||||
|
|
|
||||||||||||||||||
Shares Issued |
Common
Stock Amount |
Subscriptions Receivable |
Deficit Accumulated
During |
Total Equity |
||||||||||||||||
Founders
Shares:
|
||||||||||||||||||||
Valued
at $0.0001
|
13,000,000 | $ | 1,300 | $ | - | $ | 1,300 | |||||||||||||
Private
Placements:
|
||||||||||||||||||||
February 26,
2008 $0.50 per share
|
20,000 | $ | 10,000 | $ | - | $ | 10,000 | |||||||||||||
February 29,
2008 $0.50 per share
|
20,000 | $ | 10,000 | $ | - | $ | 10,000 | |||||||||||||
July 3,
2008 $0.50 per share
|
25,000 | $ | 12,500 | $ | - | $ | 12,500 | |||||||||||||
Shares
for Services, 3/31/08:
|
||||||||||||||||||||
Colonial
Consulting Group, $0.50 per share
|
60,000 | $ | 30,000 | $ | - | $ | 30,000 | |||||||||||||
Buy
Sell Pharmacy.com, $0.50 per share
|
25,000 | $ | 12,500 | $ | - | $ | 12,500 | |||||||||||||
Others,
$0.50 per share
|
30,000 | $ | 15,100 | $ | - | $ | 15,100 | |||||||||||||
Shares
for Expenses Paid 3/31/08
|
$ | (42,233 | ) | $ | (42,233 | ) | ||||||||||||||
Stock
Issued for cash:
|
||||||||||||||||||||
February 26,
2008 $0.20 per share
|
50,000 | $ | 10,000 | $ | - | $ | 10,000 | |||||||||||||
August 28,
2008 $0.50 per share
|
400,000 | $ | 200,000 | $ | - | $ | 200,000 | |||||||||||||
Services
performed for the period ended 12/31/08
|
$ | 42,233 | $ | 42,233 | ||||||||||||||||
Net
loss Restated
|
$ | - | $ | (272,672 | ) | $ | (272,672 | ) | ||||||||||||
Balance,
December 31, 2008
|
13,630,000 | $ | 301,400 | $ | - | $ | (272,672 | ) | $ | 28,728 | ||||||||||
Stock
Issued for cash:
|
||||||||||||||||||||
None
Issued in Q1
|
0 | $ | - | $ | - | $ | - | |||||||||||||
Q1
Net loss
|
$ | - | $ | - | $ | (31,922 | ) | $ | (31,922 | ) | ||||||||||
Balance
March 31, 2009
|
13,630,000 | $ | 301,400 | $ | - | $ | (304,594 | ) | $ | (3,194 | ) | |||||||||
Stock
Issued for cash:
|
||||||||||||||||||||
April
2, 2009 $0.50 per share - O'Leary
|
50,000 | $ | 25,000 | $ | - | $ | 25,000 | |||||||||||||
May
13, 2009 $0.50 per share - O'Leary
|
50,000 | $ | 25,000 | $ | - | $ | 25,000 | |||||||||||||
June
26, 2009 $0.50 per share - O'Leary
|
20,000 | $ | 10,000 | $ | - | $ | 10,000 | |||||||||||||
Q2
Net loss
|
$ | - | $ | - | $ | (37,804 | ) | $ | (37,804 | ) | ||||||||||
Balance
June 30, 2009
|
13,750,000 | $ | 361,400 | $ | - | $ | (342,398 | ) | $ | 19,002 | ||||||||||
Stock
Issued for cash:
|
||||||||||||||||||||
July
24, 2009 $0.50 per share - Mark Senior
|
20,000 | $ | 10,000 | $ | 10,000 | |||||||||||||||
July
24, 2009 $0.50 per share - Vlastaris
|
20,000 | $ | 10,000 | $ | 10,000 | |||||||||||||||
July
24, 2009 $0.50 per share - Ora Cup LLC
|
100,000 | $ | 50,000 | $ | 50,000 | |||||||||||||||
July
24, 2009 $0.50 per share - Kretzu
|
10,000 | $ | 5,000 | $ | 5,000 | |||||||||||||||
Q3
Net loss
|
0 | $ | - | $ | - | $ | (43,204 | ) | $ | (43,204 | ) | |||||||||
Balance,
September 30, 2009
|
13,900,000 | $ | 436,400 | $ | - | $ | (385,602 | ) | $ | 50,798 |
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: Summary of
Significant Accounting Policies
Business
Activity
Healthcare
Corporation of America (HCA) was incorporated in New Jersey on February 26, 2008
with the intent to house
institutional pharmacy, mail order pharmacy, and central fill pharmacy services
in one closed door pharmacy through
its wholly owned subsidiary Prescription Corporation of America which was
founded on January 11, 2008 in the
state of New Jersey.
Private
placements on February 26, 2008 and February 29,2008, raised a total of
$20,000. A private placement on July 3,
2008 raised a total of $12,500. HCA raised $10,000 on February 26,
2008 and $200,000 on August 28, 2008
through stock purchase agreements.
During
the second quarter of 2009, HCA raised $25,000 on April 2, 2009, $25,000 on May
13, 2009 and $10,000 on June
26, 2009 through stock purchase agreements. During
the third quarter of 2009, HCA raised $75,000 on July 24, 2009 through stock
purchase agreements. The
Company is in its development stage. This stage is characterized by significant
expenditures for the design and development
of the Company's products and obtaining financing. Accordingly, the financial
statements are presented
in accordance with Statement of Financial Accounting Standards (SFAS) No.7,
Accounting
and
Reporting by Development-
State Enterprises (SF AS
7).
Going
Concern
The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern.
As the company is in its development stage, it has no established source of
revenue and is dependent on its
ability to raise capital from shareholders or other sources to sustain
operations. These factors raise substantial doubt
that the company will be able to continue as a going concern. The financial
statements do not include any adjustments
that might result from the outcome of this uncertainty.
Principles of
Consolidation
The
consolidated financial statements include the accounts of HCA and its wholly
owned subsidiary, Prescription Corporation
of America, which was also formed with the intent to enter into the
pharmaceutical sales industry. All material
intercompany accounts and transactions have been eliminated in
consolidation.
Cash and Cash
Equivalents
Cash and
cash equivalents consist of cash on hand and cash in banks, and are stated at
cost, which approximates fair
market value. The Company considers all highly liquid debt instruments with
original maturities of three months or
less to be cash equivalents.
Accounts Receivable and
Allowance for Doubtful Accounts
Trade
accounts receivable are recorded at the invoiced amount and do not bear
interest. The allowance for doubtful accounts
is the Company's best estimate of the amount of probable credit losses in the
Company's existing accounts receivables.
The Company had $0 accounts receivable at September 30, 2009, and therefore the
allowance for doubtful
accounts at September 30, 2009 is also $0. Additionally, the Company's bad debt
expense for the period ended
September 30, 2009 was $0. The Company does not have any off-balance-sheet
credit exposure related to its customers.
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: Summary of
Significant Accounting Policies (continued)
Use of Estimates in
Preparation of Financial Statements
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of certain
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the
related reported amounts of revenues and expenses during the reporting period.
Actual results could differ from
those estimates. Management believes that its estimates are
reasonable.
Concentrations of Credit
Risk
Financial
instruments, which potentially subject the Company to concentrations of credit
risk, consist principally of cash. The
Company generally maintains its cash balances at one financial institution. At
times, such investments may be in
excess of the Federal Deposit Insurance Corporation limit of $250,000. At
September 30, 2009, no cash investment
account was in excess of the insured limit. The Company had $0 gross revenue for
the period ended September
30, 2009.
Advertising and
Promotions
Advertising
and promotions are expensed as incurred and included in operating expenses. For
the period ended September
30, 2009 advertising and promotion expenses were $0.
Income
Taxes
The
Company follows the liability method of accounting for income taxes in
accordance with SF AS No 109, Accounting
for Income Taxes. Under this method, deferred income taxes are recorded based
upon the differences between
the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws
that will be in effect when the underlying assets or liabilities are recovered
or settled. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount
expected to be realized.
For the
period ended September 30, 2009 accumulated losses of ($385,602) resulted in a
Deferred Tax Asset of $134,961
based on a 35% effective tax rate. Since there is no assurance of future
profits, a Deferred Tax valuation of$134,961
was taken to offset the Deferred Tax Asset.
Note 2: Commitments and
Contingencies
On
February 6, 2008, prior to the inception of HCA, the current management of HCA
negotiated and signed a three year
agreement with Colonial Consulting Group ("Colonial") where Colonial would
perform certain consulting and business
development services for HCA Under the terms of the agreement, Colonial will be
issued 60,000 common shares of
HCA and HCA will pay Colonial the sum of$5,000 per month for the first six
months of the contract for services
performed by Colonial. For the remaining six months of the year, HCA will pay
Colonial $10,000 per month for
services rendered. For the second and third years of the agreement, HCA will pay
Colonial $15,000 and $20,000
per month, respectively for services rendered. Over the term of the agreement,
Colonial has the option to receive
an equivalent portion of common stock in place of payment. In addition, HCA will
pay Colonial twenty five
cents per prescription for all business placements in HCNs market sectors
Colonial is also entitled to a finder's fee equal
to five percent of invested money for any additional capital Colonial secures in
HCA's interest. Colonial may also
acquire the equivalent of five percent of the finder's fee in common stock at
the initial rate of fifty cents per
share. For the period ended September 30, 2009 accrued expenses for the
consulting services were $160,000.
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 3: Executive
Compensation
The
Company entered into formal employment contracts with its senior officers. These
contracts commenced October
1, 2008 and expire
after four years. Prior to October 1, 2008, management has estimated an amount
that the
officers earned on a monthly basis and had accrued the officers' salaries to
date in the financial statements. The officers
began the process of developing a business plan for the company in October 1,
2007. The Board of Directors of HCA, at a board meeting held March 17,
2009, unanimously voted to eliminate the accrued salaries due to
officers.
Note 4: Loan with LTC
Specialists
In
September 2008, HCA loaned $140,000 to Long Term Care Specialists, LLC ("LTC"),
a New Jersey based limited
liability corporation in the pharmaceutical sales business. No interest was
accrued on these loans HCA has received
information that LTC has ceased operations due to its continued inability to
meet its commitments. It is apparent
that HCAs loan receivable from LTC is uncollectible. Therefore HCA applied its
loan payable of $34,286
to LTC against the $140,000 loan receivable resulting in a write-off of $105,714
in December 2008.
Note 5: Related Party
Payables
HCA has
loans receivable with certain officers of the Company as of September 30, 2009
the balance of these loans was
$211,400. These loans bear interest at 5% per annum. HCA has
loans payable with certain officers of the Company as of September 30, 2009 the
balance of these loans was
$5,101. These loans do not bear interest.
Note 6: Stockholders'
Equity
On
February 26, 2008, the date of inception, 20,000 shares were issued for cash. On
February 29, 2008, an additional
20,000 shares were issued for cash. On July 3, 2008, an additional 25,000 shares
were issued for cash. These
three private placements raised a total of $32,500.
Additionally,
on March 31,2008, 13,000,000 shares were subscribed as founders' shares at a
value of $1,300, and 115,000
shares were subscribed in exchange for services rendered, valued at $57,600.
Related capitalized costs of $42,233
were designated as subscriptions receivable at March 31,2008. For the nine
months ending December 31, 2008, all
of the previously capitalized costs were expensed for consulting services
performed. On
February 26, 2008 50,000 shares of common stock were issued for cash. On August
28, 2008, 400,000 shares of common
stock were issued for cash. On April 2, 2009, 50,000 shares of common stock were
issued for cash. On May 13,
2009, 50,000 shares of common stock were issued for cash. On June 26, 2009,
20,000 shares of common stock
were issued for cash. On July 24, 2009, 150,000 shares of common stock were
issued for cash. These stock issuances
raised a total of $347,500.
HEALTHCARE
CORPORATION OF AMERICA and SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7: Related
Parties
Gary
Sekulski and Jan Goldberg have been officers of HCA since its inception and held
officer positions at LTC until
October 2008 when they terminated their employment. LTC had a consulting
arrangement with certain officers
of HCA and Colonial whereby services were provided to LTC in 2008 for a fee. In
accordance with this arrangement,
this fee was paid directly to the officers of HCA and to Colonial who performed
the consulting work.
Note 8: Subsequent Events
The
following is a schedule by years of minimum future rentals on non-cancelable
operating leases entered into effective
December 1, 2009:
Year ending December 31, | ||||
2009 | $ | 2,014 | ||
2010 | $ | 49,284 | ||
2011 | $ | 104,556 | ||
2012 | $ | 109,988 | ||
2013 | $ | 109,260 | ||
Later
years:
|
$ | 105,237 | ||
Total minimum future payments required: | $ | 480,339 |
PROSPECTUS
HEALTHCARE
CORPORATION OF AMERICA
13,900,000
Shares
Common
Stock
$0.50
Per Share
You
should rely only on the information contained in this prospectus. We have not,
and the selling stockholders have not, authorized any person to provide you with
different information. This prospectus is not an offer to sell, nor is it an
offer to buy,these securities in any jurisdiction where the offer or sale is not
permitted. Our business, financial condition, prospects and other information
may have changed since this date.
Until
_____________, 2009 (90 days after the commencement of the offering) all dealers
that effect transactions in these securities (whether or not participating in
this offering) may be required to deliver a prospectus. This is in addition to
the dealer’s obligation to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or
subscriptions.
PART
II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13.Other Expenses of Issuance and
Distribution.
The
following table set forth the cost and expenses, expected to be incurred in
connection with the offering described in the Registration Statement. These
amounts are estimates with the exception of the SEC’s registration
fees.
Securities
and Exchange Commission registration fee
|
$ | 387.81 | ||
Federal
Taxes
|
$ | - | ||
State
Taxes and Fees
|
$ | - | ||
Transfer
Agent Fees
|
$ | 3,000.00 | ||
Accounting
and audit fees and expenses
|
$ | 7,000.00 | ||
Legal
fees and expenses
|
$ | 3,000.00 | ||
Blue
Sky fees and expenses
|
$ | 1,000.00 | ||
Miscellaneous
/ Contingency
|
$ | 2,500.00 | ||
Total
|
$ | 16,887.81 |
Item
14.Indemnification of Directors
and Officers.
New
Jersey corporate law provides that a corporation may indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding whether civil, criminal
administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as director, officer, employee or agent of another corporation,
partnership, joint venture, trust of other enterprise, against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonable
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
New
Jersey corporate law also provides that, to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue ormatter therein, the corporation shall indemnify him against
expenses, including attorneys’ fees, actually and reasonably incurred by him in
connection with the defense.
Our
Articles of Incorporation and By-Laws limit the liability of our directors,
officers, agents, fiduciaries and employees to the fullest extent permitted by
the New Jersey Revised Statutes. Specifically, directors of the company will not
be personally liable to the Company or any of its shareholders for monetary
damages for breach of fiduciary duty as directors, except liability for:
(i) any breach of the director’s duty of loyalty to the corporation or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of New Jersey law; or (iv) any
transaction from which the director directly or indirectly derives an improper
personal benefit. Our governing documents therefore protect officers, directors,
agents, fiduciaries, and employees to the fullest extent permissible underNew
Jersey law.
Disclosure
of Commission’s Position on Indemnification of Securities Act
Liabilities.
We have
been advised that in the opinion of the SEC indemnification for liabilities
arising under the Securities Act of 1933 is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities is asserted by one of our
directors, officers, or controlling persons in connection with the securities
being registered, we will either rely upon the opinion of counsel as to whether
or not to pay indemnification, or submit the matter to a court of
appropriate jurisdiction.
Item
15. Recent Sales of Unregistered
Securities.
Other that
the transactions discussed below, we have not entered into any transaction, nor
are there any proposed transactions in which our director, officer, stockholders
or any member of the immediate family of the foregoing had or is to have direct
or indirect material interest.
Item
16. Exhibits and Financial Statements
Schedule.
The
following documents are filed as exhibits to this registration
statement.
Exhibit No.
|
Description
|
|
3.1
|
Healthcare
Corporation of America Certificate of Incorporation *
|
|
3.2
|
Prescription
Corporation of America Certificate of Incorporation *
|
|
3.3
|
Healthcare
Corporation of America By-Laws *
|
|
3.4
|
Prescription
Corporation of America By-Laws *
|
|
3.5
|
Colonial
Consulting Group, LLC Agreement *
|
|
5.1
|
Opinion
of Joseph Drucker
|
|
6.1
|
Consent
of Joseph Drucker (Included as part of
Exhibit 5.1)
|
|
10.1
|
Stock
Purchase Agreement - First Time II LTC
|
|
10.2
|
Stock
Purchase Agreement - George Vlastaris
|
|
10.3
|
Stock
Purchase Agreement - Mark Senior
|
|
10.4
|
Stock
Purchase Agreement - ORA.CUP LLC
|
|
10.5
|
Stock
Purchase Agreement - John P. Kretzu
|
|
10.6
|
Stock
Purchase Agreement - Thomas J. O'Leary
|
|
10.7
|
Marketing
Agreement
|
|
10.8
|
Southwood
Agreement
|
|
14.1
|
Code
of Business Conduct and Ethics
|
|
23.1
|
Accountants
Consent
|
|
·
|
Filed
with the original Form S-/1 on April 22,
2009
|
Item
17. Undertakings.
The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectusany facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement.
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs
(1)(i), (1)(ii) and (1)(iii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement .
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registrationstatement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5) For determining liability of
the undersigned under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned undertakes that in a primary
offering of securities of the undersigned pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or
prospectus of the undersigned small business issuer relating to the offering
required to be filed pursuant to;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned small
business issuer or used or referred to by the undersigned small business
issuer;
(iii) The portion of any other free
writing prospectus relating to the offering containing material information
about the undersigned small business issuer or its securities provided by or on
behalf of the undersigned small business issuer; and
(iv) Any other communication that is an
offer in the offering made by the undersigned small business issuer to the
purchaser.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advisedthat in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered,the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Actand will be governed by the final adjudication of
such issue.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this Registration Statement
to be signed on its behalf by the undersigned, in Flanders, New Jersey on
September 30, 2009
Healthcare Corporation of
America
(Registrant)
|
|||
|
By:
|
/s/ Gary Sekulski | |
Gary Sekulski, | |||
President, Treasurer
Chief
Executive Officer
Chairman,
Board of Directors
|
|||
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following person in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
||
/s/ Gary
Sekulski
|
President,
CEO, Chairman of
|
January 25, 2010 | ||
Gary
Sekulski
|
Board of Directors |
EXHIBIT
INDEX
Exhibit No.
|
Description
|
|
3.1
|
Healthcare
Corporation of America Certificate of Incorporation *
|
|
3.2
|
Prescription
Corporation of America Certificate of Incorporation *
|
|
3.3
|
Healthcare
Corporation of America By-Laws *
|
|
3.4
|
Prescription
Corporation of America By-Laws *
|
|
3.5
|
Colonial
Consulting Group, LLC Agreement *
|
|
5.1
|
Opinion
of Joseph Drucker
|
|
6.1
|
Consent
of Joseph Drucker (Included as part of
Exhibit 5.1)
|
|
10.1
|
Stock
Purchase Agreement - First Time II LTC
|
|
10.2
|
Stock
Purchase Agreement - George Vlastaris
|
|
10.3
|
Stock
Purchase Agreement - Mark Senior
|
|
10.4
|
Stock
Purchase Agreement - ORA.CUP LLC
|
|
10.5
|
Stock
Purchase Agreement - John P. Kretzu
|
|
10.6
|
Stock
Purchase Agreement - Thomas J. O'Leary
|
|
10.7
|
Marketing
Agreement
|
|
10.8
|
Southwood
Agreement
|
|
14.1
|
Code
of Business Conduct and Ethics
|
|
23.1
|
Accountants
Consent
|
|
·
|
Filed
with the original Form S-/1 on April 22,
2009
|
II-6