QUARTERLY REPORT
FOR THE THIRD QUARTER ENDING JUNE 30, 2013.
Commission File Number 0 - 30164
EPIC CORPORATION
(FORMERLY TENSLEEP CORPORATION)
(Changed September 2007)
COLORADO
(state or other jurisdiction of
incorporation or organization)
33-0789960
(I.R.S. Employer
Identification No.)
8000 Centre Park Drive, Suite 345, Austin, Texas 78784
(Address of Principal Executive offices, Zip Code)
(888) 991-7237
(Issuer's Telephone Number, including area code)
(949) 548-7005
(Issuer's Fax Number, including area code)
www.epiccor.com
(Issuers email address)
Common Stock, No Par Value
(Title of Class)
The company is not now and never has been a shell corporation as defined in Rule 144(i).
The number of shares of common stock authorized is 150,000,000 and the number of issued and outstanding shares
of issuer’s class of Common Stock, no par value, was 25,594,726 and 5,297,368 on September 30, 2012 and 2011,
respectively, and 10,669,355 on June 30, 2013. The public float on September 30, 2012 of 4,008,00 shares owned by
approximately 500 – 600 beneficial owners and 241 owners of record. The common stock's CUSIP number is 29428L 205
and symbol is EPOR.
The number of shares of preferred stock authorized is 10,000,000 and the number of designated $1 Series A 5%
Convertible Preferred Stock is 8,000,000 of which 1,950,000 shares are issued and outstanding on June 30, 2013. There is
one beneficial owner of record.
Corporate Stock Transfer, Inc.
3200 Cherry Creek Drive South, Suite 430
Denver, Colorado 80209
(SEC Registered under the Securities Exchange Act of 1934
7/31/09 Page 1 of 6
INDEX
Item 3. Financial Information . . . . . . . . . . . . . . . .
Financial Statements for Epic Corporation:
Balance Sheets . . . . . . . . . . . . . . . . . . . .
Statements of Operations. . . . . . . . . . . . . . . .
Statements of Shareholders' Equity . . . . . . . . . .
Statements of Cash Flows . . . . . . . . . . . . . . .
Notes to Financial Statements. . . . . . . . . . . . .
Item 4. Management's Discussion and analysis or Plan of Operations
Overview . . . . . . . . . . . . . . . . . . . . . . .
Plan of Operation. . . . . . . . . . . . . . . . . . .
Discussion and Analysis. . . . . . . . . . . . . . . .
Item 5. Legal Proceedings. . . . . . . . . . . . . . . . . . .
Item 6. Defaults Upon Senior Securities. . . . . . . . . . . .
Item 7. Other Information. . . . . . . . . . . . . . . . . . .
Item 8. Exhibits
CERTIFICATIONS
Financial Statements
7/31/09 Page 2 of 6
ITEM 3. FINANCIAL STATEMENTS
The consolidate financial statements have been prepared by Epic Corporation, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission. The Company
believes that the disclosures are adequate to make the information presented not misleading when read
with the Company's compiled financial statements for the years ended September 30, 2008 and 2007.
The financial information presented reflects all adjustments, consisting only of normal recurring
adjustments, which are, in the opinion of management necessary for a fair statement of the results from
the periods presented. SEE EXHITBIT A
ITEM 4. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
OVERVIEW
EPIC is a special purpose financial services company that provides corporate, business and
financial services to its subsidiaries and joint ventures. The company's focus is on healthcare products
and service companies. In 2006, the company developed the concept of building development stage
companies through strategic relationships with small independent companies. EPIC believes that when
this relationship is integrated with its subsidiary companies the capital requirements of the prospective
joint venture company will be reduced and that company's business will expand at a greater rate than
through its internal growth.
EPIC was founded in October 1997, in the State of Colorado, under the name Tensleep Design, Inc., its
name was changed In April 1999 to Tensleep Technologies, Inc, again in November 1999 to
Tensleep.com, Inc., again in August 2000 to Tensleep Corporation, and again in September 2007 to
EPIC Corporation (the “Company”). EPIC's principle place of business is located in Austin, Texas.
The company has two subsidiaries, Tensleep Wireless Corporation (“Wireless”), and RX Healthcare
Systems, Ltd. (“RX Healthcare”); and has one affiliate in which the Company has a minority interest,
Tensleep Financial Corporation (“Tensleep Financial”), a formerly wholly owned subsidiary. These
companies are engaged in three principal business areas: the production, sale, and distribution of
healthcare products and providing of healthcare services in RX Healthcare; the research and product
development of communication technologies for healthcare and consumer electronic products in
Tensleep Wireless; and providing financial services and business and corporate development services in
EPIC and Tensleep Financial.
Business Plan
7/31/09 Page 3 of 6
EPIC's business is to provide corporate, business and financial services to its joint venture companies
between EPIC subsidiaries and independent third parties. Part of EPIC's process is to acquire
technology, rights to unique products, and interests in prospective growth company's.
EPIC's business plan also includes the engagement of strategic relationships or joint ventures between
our subsidiary companies, RX Healthcare and Tensleep Wireless, with third party research and
development companies with healthcare products and services. The third party companies are to have
developed technology for healthcare products or products in need of electronic components. The
essence of the strategic relationships and joint ventures is to provide for product commercialization,
including regulatory approval if necessary, product procurement, marketing and/or distribution.
Epic by the nature of its business defines revenue as capital and revenue growth as capital growth.
Epic, based on its primary purpose, obtains sustainable growth of capital and uses its capital efficiently.
EPIC creates capital through equitable interests in subsidiaries and joint ventures, and by granting of
Licenses to its acquired products or technologies whether developed by its engineers or other
independent parties.
EPIC is able to obtain sufficient funds for the next 12 months of operation from its CEO and President.
Current Business
AcuFAB® is an acupressure specially designed fabric produced for EPIC in the United States and is to
be distributed to Original Equipment Manufacturers (OEM(s)) and EPIC contracts the production of
AcuPAD products, renamed EPICpadtm which are made with AcuFAB® and distributed to RX
Healthcare which markets, distributes, and sells the EPICpadtm products to consumers and healthcare
institutions. The products currently produced include sleep pads, pressure overlay support surfaces,
wheelchair and chair pads, auto and truck seat pads, pet pads, pillow sleeves and other healthcare
products for consumers and healthcare enterprises.
EPIC established the EPIC iStore,
(www.epicistore.com), in order to sell our healthcare products to consumers.
EPIC has spent more than one year reviewing and studying market segments for AcuFAB® and its
EPICpadtm products, and looking for potential joint venture candidates for both making products with
AcuFAB® or EPICpadtm products. EPIC discovered that AcuFAB® can be use to make many products
in many market segments. The question has been how to penetrate the various market segments.
EPIC's particular challenge is its lack of contracts with those segments and the resistance of existing
distributors to new products in those segments from small unknown companies.
EPIC, during the third quarter granted a License to a European Company, which is developing
distribution of AcuFAB® fabric and EPICpadtm products, for a 27.3% interest in that Company, in
addition EPIC will receive one-fourth (¼) of any sublicense granted by the European company. and a
commission on purchases of fabric by the European company or its sublicensee’s.
EPIC, Tensleep Wireless, has developed and is continuing to design and develop commercial and
industrial energy management products and OEM wireless products , but Tensleep Wireless has limited
sales in these items to date.
7/31/09 Page 4 of 6
Website
EPIC's website is www.epiccor.com.
ITEM 5. LEGAL PROCEEDINGS.
None.
ITEM 6. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 7. OTHER INFORMATION
None
ITEM 6. EXHIBIT
A.
Financial Statements for the nine months ending June 30, 2013.
CERTIFICATIONS
I, Ronald S. Tucker, certify that:
1. I have reviewed this Quarterly Report of EPIC Corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made not misleading with respect to the
period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this disclosure statement, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this disclosure statement.
EPIC Corporation
July 27, 2013
7/31/09 Page 5 of 6
By ____________________________
Chief Executive Officer and CFO
EXHIBIT A
FINANCIAL STATEMENTS
FOR NINE MONTHS ENDING
JUNE 30, 2013 AND 2012
7/31/09 Page 6 of 6
EPIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
For Nine Months Ending
June 30, 2013 AND 2012
See Accompanying Notes:
EPIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As Of
June 30, 2013 and 2012
ASSETS
2013
2012
CURRENT ASSETS
Cash
Accounts Receivable
Inventory
Prepaid Expense
Total Current Assets
$5,966
$18,219
-
14,345.00
12,461
7,645
18,427
4,933.00
45,142
3,150,465
1,062,521
1,040,100
1,040,100
130,000
131,008
100,000.
10,000
OTHER ASSETS
Investments
Deferred Tax (Note 5)
License
Organizational Costs -Net
Note Receivable (Note - 6)
Total Other Assets
2,243,629
4,420,565
TOTAL ASSETS
$
4,438,992
$
2,288,771
LIABILITIES AND STOCKHOLDERS EQUITY
2013
2012
CURRENT LIABILITIES
Accounts Payable
Accrued Interest
Loans Payable (Note 6)
Total Current Liabilities
$19,151
$8,821
280,031
157,540
106,276
405,458
76,158
242,519
800,000
800,000
1,205,458
1,042,519
1,950,000
-
106,693
255,947
LONG TERM LIABILITIES
Loans Payable – Convertible Notes (Not 6)
TOTAL LIABILITIES
SHAREHOLDERS EQUITY
Preferred Stock, $1 stated value 8,000,000 shares
authorized, 1,950,000 Series A 5% Convertible Preferred
shares issued and outstanding on June 30, 2013
Common Stock, $0.01 stated value, 150,000,000 shares
Authorized, 10,669,294 and 25,594,726 shares issued
outstanding as of June 30, 2012 and 2011
Additional Paid In Capital
Accumulated Deficit
Net Income (Loss)
TOTAL SHAREHOLDERS EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
See Accompanying Notes
$
5,644,923
7,281,100
(6,295,959)
(6,207,168)
1,827,877
3,233,535
(83,628)
1,246,251
4,438,992
$
2,288,771
F-1
EPIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the 9 months Ending
June 30, 2013 and 2012
REVENUES
License Fees
Product Sales
Total Revenues
COST OF GOODS SOLD
Cost of Products
Freight Out
Total Cost of Goods Sold
GROSS PROFIT
EXPENSES
Advertising
Automobile Expense
Dues & Subscriptions
Insurance
Miscellaneous
Equipment
Outside Services
Professional Fees
Travel and entertainment
Utilities
Total Expenses
TOTAL OPERATING PROFIT (LOSS)
OTHER INCOME/(EXPENSES)
Other Income
Interest Expense
Research & Development
Gain on equity sale
Total Other Income/Expenses
NET PROFIT/LOSS
See Accompanying Notes
$
2013
2012
1,934,672
8,208
1,942,880
24,860.00
2,702
2,702
23,794.31
23,794.31
1,940,177
1,065.69
9,106
1,607
2,150
2,538
784
18,383
6,410
695
41,671
8,091
3,085
-11,060
13,444
1,000
7,307
2,836
24,702
1,898,506
(23,636)
0
(70,630)
(70,630)
(59,992)
(59,992)
$1,827,877
$
(83,628)
F-2
See Accompanying
Notes
Balance 9/30/2008
Share Issuance – Note 5
Adjustment Prior Period
Net Loss for 9/30/09
Balance 9/30/2009
Share Issuance – Note 4
Adjustment Prior Period
Net Gain for 6/30/2010
Balance 9/30/2010
Share Issuance – Note 4
Share Issuance – Note 4
Adjustment Prior Period
Net Gain for 9/30/2010
Balance 9/30/2011
Share Issuance – Note 4
Adjustment Prior Period
Net (Loss) for period
Balance 9/30/2012
Exchanged Shares
Share Issuance – Note 4
Issued Series A - Note 4
Adjustment Prior Period
Net Profit (Loss) for period
Balance 03/31/2013
10,669,294
25,594,726
(16,925,432)
5/21/2013
2,000,000
6/30/2013
1,950,000
$ 1,950,000 $
Exchange
Exchange
1,950,000 Exchange Shares
1,950,000
Number of
Number of Series A 5%
Preferred
Shares
Preferred
Stock
2,252,363
Date
Shares Consideration
September
1,045,000
Non-Cash
3,297,363
June
2,000,000
Convert Debt
5,297,363
10/15/10
5,000,000
Convert Debt
08/26/11
2,500,000
None Cash
12,797,363
Jun 30, 2013 12,797,363
Stock Dividend
129,244
(134,087)
(6,359,618)
Retained
Earnings
(5,788,931)
240,901
(613,678)
(6,161,708)
99,921
(18,134)
(6,079,921)
(300,877)
(6,354,775)
Total
1,328,408
104,500
303,596
( 613,678)
1,122,826
100,000
42,435
(18,134)
1,247,127
50,000
50,000
26,023
(300,877)
1,072,273
F-3
229,244
(134,087)
1,167,430
(2,025,432)
250,000
1,950,000
63,660
63,660
1,827,877
1,827,877
106,693 $ 5,644,923 $ (4,468,081) $ 3,233,535
Paid-in
Common
Capital
Stock
22,524
7,094,815
94,050
10,450
62,695
7,251,560
32,974
20,000
80,000
(57,486)
52,974 7,274,074
50,000
25,000
25,000
127,974
7,299,074
127,974
(127,974)
100,000
-,
255,948
7,271,100
(169,255) (1,856,177)
20,000
230,000
STATEMENT OF STOCKHOLDERS EQUITY
From September 30, 2007 to June 30, 2013
EPIC CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
For Nine Months As Of June 30, 2013 and 2012
2013
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss)
Adjustments to reconcile net loss to net cash provided
$
2012
1,827,865
$
(83,628)
(used) by operations:
(Increase) decrease in assets:
Accounts Receivable
Inventory
Prepaid Expense
4,473
3,394
0
(4,100)
11,802
16,057
58,598
10,017.36
49,791
(144,887)
1,912,756
(163,373)
(2,168,463)
(350,000.00)
12,056
(12,056)
(90,000.00)
(10,833)
(2,246,407)
(372,889)
2,280
1,950,000
(95,012)
(1,558,547)
325000
0
200,000
298,722
525,000
(6,773)
12,740
5,967
(11,262)
29,479
18,217
Increase (decrease) in liabilities:
Accounts Payable
Accrued Interest
Loans Payable
Net cash provided (used) by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Intangible Assets
Investments
Equipment
Note Receivable
Net cash provided by investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Note Payable - Convertible
Preferred Stock
Common Stock
Paid Surplus
Net cash provided by Financing Activities
NET INCREASE (DECREASE) IN CASH
CASH, beginning of year
CASH, end of Period
$
$
None Cash Transactions:
See Accompanying Notes
F-4
EPIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
June 30, 2013, AND 2012
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
EPIC is dedicated to making an impact on peoples lives. We strive to provide for better healthcare through the development
and commercialization of acquired technologies, and we realize, we cannot prosper in isolation. We and our strategic
partners are using technologies to develop economical devices to reduce trauma, aid in diagnosing diseases, and provide
comfort. We are committed to grow our business by focusing on research and development, production, marketing, and
sales of Healthcare products and services.
Mission Statement
EPIC focus's on achieving success through research and development conducted in conjunction with our affiliates and
strategic partners. Our driving force for success is innovation in our products and financial matters, both measured in human
and financial terms. In seeking the fulfillment of our mission, we are guided by values that establish who we are.
History
EPIC was founded in October 1997, in the state of Colorado, and in September 1999 we became a full reporting company
under the Securities Exchange Act of 1934 and started trading on the Bulletin Board. In December 2001 we voluntarily
withdrew our registration under the Exchange Act, and have since traded on the OTC Markets.
Consolidation Policy
The consolidated financial statements include the accounts of the Company and all of its wholly owned and majority-owned
subsidiaries. All inter-company transactions and balances have been eliminated. The Company’s investments in 20% to
50% owned affiliates in which it can exercise significant influence over operating and financial policies are accounted for
using the equity method. Accordingly, the Company’s share of the earnings of these companies is included in consolidated
net income. Investments in other companies are carried at cost.
Product Development Costs
Product development costs are expensed as incurred. Before commencing operations the Company incurred research and
development costs which were also charged to operations when incurred. There were no research and development costs
for the years ending September 30, 2011, and 2012.
Cash and Cash Equivalents
For the purposes of financial statement reporting, the Company considers all liquid investments with maturity of 3 months
or less to be cash equivalents.
Concentration of Credit Risk
The Company maintains its operating cash accounts at commercial banks in California. The accounts at the banks are
guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per bank. At times some accounts may
exceed FDIC limits. The Company limits the amount of credit exposure with any one financial institution and believes that
no significant concentration of credit risks exists concerning cash and cash equivalents.
Property and Equipment, Depreciation and Amortization
F- 5
Property and equipment obtained in exchange for stock are carried at the fair market value of the equipment on the date of
exchange. Property and equipment purchased is carried at cost as of the date of purchase. Depreciation and amortization
are computed using the straight-line method over the assets’ expected useful lives. The useful lives of property and
equipment for purposes of computing depreciation are:
Machinery & Equipment
Software
3 years
3 years
Repairs and maintenance are charged to operations when incurred. Costs of betterments, which materially extend the useful
lives of the assets, are capitalized. Gains and losses from sales or disposition of assets are included in the statement of
operation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.
Fair Value of Financial Instruments
For the Company’s financial instruments, the carrying value is considered to approximate the fair value. Cash, prepaid
expenses and accounts payable are settled so close to the balance sheet date that fair value does not differ significantly from
the stated amounts.
Income Taxes
Income taxes are recognized during the year in which transactions enter into the determination of consolidated financial
statement income, with deferred taxes being provided for temporary differences between amounts of assets and liabilities
for financial reporting purposes and such amounts as measured by tax laws.
The consolidated financial statements of the Company include a benefit for income taxes based on the consolidated results
of operations for the parent company and its subsidiaries. For consolidated financial reporting purposes, the provision for
income taxes using the consolidated results of operations was offset through the utilization of the parent company’s net
operating loss carryover.
Adjustments
In the opinion of management the data reflects all adjustments necessary for a fair consolidated statement of results for this
period. All adjustments are of a normal and recurring nature.
Advertising
Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The
costs of direct-response advertising, if any, are capitalized and amortized over the period during which future benefits are
expected to be received.
NOTE 1: INVESTMENT IN AMCOR FINANCIAL CORP.
Amcor Financial Corp. (Amcor), a specialty finance company, provided merchant banking services as real estate financing
and financing of emerging growth companies. A major shareholder of the Company is also a major shareholder of Amcor.
During the year ended September 30, 2004, due to excessive litigation by the former parent company of Amcor Financial
and purchasers of homes from the parent company, Amcor was forced to cease business operations, and in January 2005, it
filed bankruptcy under Chapter 7. The Company has written down its investment in Amcor Financial to $286,778, which
the Company believes to be the residual value.
F- 6
NOTE 2: INVESTMENT IN TENSLEEP TECHNOLOGIES, INC.
In July 2000 the Company exchanged net assets valued at $1,199,631 for 5,000,000 shares of Tensleep Technologies, Inc., a
wholly owned subsidiary under common control in a business combination accounted as a pooling. Tensleep Technologies,
Inc., completed the development of a motor controller, an Internet gateway and focused on bringing-to-market penetration
through strategic relationships, joint ventures and international marketing alliances.
In August 2002 the company declared a stock dividend of Tensleep Technologies common stock to its shareholders and
distributed approximately 1,000,000 shares and in November 2002 the shares of Tensleep Technologies began trading. In
December 2004 the company entered an agreement for the reverse acquisition of Tensleep Technologies, which was
completed in March 2005; its name was later changed to Commodore International Corporation.
In November 2005 the Company transferred 1,000,000 shares of its Commodore International common stock to Land &
Realty, LLC (“Land & Realty”) as an investment valued at $1,000,000, which value was also based on unrealized
appreciation of the Commodore common stock. Before September 30, 2006, the Company had received a return on
investment of $410,000 leaving a net investment in Land & Realty of $590,000. For the year ending September 30, 2007,
the company's investment in Land & Realty, due to a loss in its investment Land & Realty, was reduced by $190,000, and
the remaining value of $400,000 was written off in 2008.
NOTE 3: MAJORITY OWNED SUBSIDIARIES AND AFFILIATE
TENSLEEP WIRELESS CORPORATION
In August 2000 the Company incorporated Tensleep Wireless Corporation as a wholly owned subsidiary (“Wireless”).
Wireless was organized to develop and design wireless electronic products making use of technologies owned and
developed by the Company and its subsidiary Tensleep Technologies, Inc. Wireless and the company had limited funds
with which to conduct its Research and Development, and was without funds to sell and market its products.
In December 2002 the Company subscribed to an additional shares of common stock of Wireless in exchange for
organizational costs and services paid for by the Company and the transfer of a none exclusive license to use the technology
developed by the Company.
In September 2003 Tensleep Technologies transfer its business to Wireless pursuant to an agreement with the Company as a
capital contribution valued at $375,595, and in September 2004 the Company contributed Research and Development costs
to Wireless, paid for by the company, as a capital contribution.
The company on January 18, 2006, declared a stock dividend of Wireless stock and distributed approximately 1,000,000
shares to its shareholders, and holds more than 80% interest in Wireless. Wireless, in June 2006, declared a four to one
stock dividend and the Company now owns 19,600,000 shares of Wireless. The Company then focused on having Wireless
seeking to acquire and develop technologies in the consumer electronic products. From 2006 through 2011 the company
has been seeking to develop a strategic relationship with a development stage consumer products company to augment its
products.
In September 2007 Wireless transferred its Research and Development business to an independent company which has
continued to work on Wireless' technologies in developing RF receivers and transmitters, and electronic controllers and
timers. These products have been use in deer feeders, remote controlled lights, automatic spraying systems, etc.
TENSLEEP FINANCIAL CORPORATION
The Company incorporated Tensleep Financial Corporation (“Financial”) on February 14, 2001, as a wholly owned
subsidiary and was to be engaged in the business of providing funding for residential and commercial loans. The Company
made an initial investment of $50,000 and receive 5,000,000 shares of Financial in exchange. The $50,000 was invested in
an acquired mortgage banking company, which was later closed down. Financial's business plan was modified to provide
commercial funding that was not provided by other financial institutions.
For business reasons, the company on May 2006, declared a stock dividend of all Financial's common stock to its
F- 7
stockholders and distributed approximately 4,500,000 shares to its shareholders, retaining less than a 10% ownership
interest in Financial. The shares of Financial are not publicly traded.
In September 2007 the company contributed the obligations of RX Healthcare Systems, Inc., in the amount of $130,000 to
Tensleep Financial. The Company then held approximately a 8.76% (438,014 shares out of 5,000,000 issued and
outstanding) ownership interest in Financial valued at $200,000.
In September 2009 the Company contributed its investment of $200,000 in Tensleep Financial and a $134,550 promissory
note of Meadow at Quail Run to RX Healthcare. RX Healthcare then simultaneously contributed the $134,550 promissory
note to Tensleep Financial, thereby having an investment of $334,550 in Tensleep Financial.
RX HEALTHCARE SYSTEMS, LTD.
RX Healthcare Systems, is a consolidated subsidiary of the Company, was incorporated on March 29, 2006, by R Tucker &
Associates, Inc., a Colorado corporation, as a wholly owned subsidiary; and was to operate as a developer, marketer and
distributor of electronic products, primarily to be used in the healthcare field. In January 2007 the Company granted RX
Healthcare a technology license in exchange for a license fee of $130,000 to be paid later. The obligation was later
transferred to Tensleep Financial as describe above. Then in September 2007 the Company entered into a consulting
agreement and received 1,000,000 shares of RX Healthcare, valued at $24,000 as a consulting fee and represented a 1/3
ownership interest. The investment is carried at cost.
In September 2009 the Company contributed its investment of $200,000 in Tensleep financial and a $134,550 promissory
note of Meadow at Quail Run to RX Healthcare. In exchange the Company received 3,100,000 shares of RX Healthcare's
common stock. RX Healthcare then simultaneously contributed the $134,550 promissory note to Tensleep Financial,
thereby increasing its investment in that company. At this time RX Healthcare redeemed the 1,000,000 shares of its
common stock owned by R Tucker & Associates, Inc., in exchange for a five year convertible promissory note in the
amount of $200,000 convertible at $0.05 per share. As a result of the redemption the Company owns more than 80% of RX
Healthcare's common stock. The Company is to become the master distributor in North America of the AcuFAB® products,
EPICpadstm, to distributors and direct to consumers.
EPIC MEDICOR, LTD.
EPIC Medicor, Ltd, a Colorado limited liability company, is a one member wholly owned subsidiary was incorporated on
August 3, 2011. The company was formed to be the operating company for designing and producing the EPICPAD™
products from its AcuFAB® acupressure spacer fabric support overlay. The company will be selling the AcuFAB® to OEMs
and to RX Healthcare Systems, its master distributor.
LAGUNA BEACH CAPITAL GROUP, INC.
In June 2013, the company entered into a joint venture with for the development Laguna Beach Capital Group,
Inc, a California corporation, whose business is to provide financing for the sale of used cars. The Company
owns a 50% interest in the Company.
EPIC HEALTH PLC
In June 2013, the company granted a Worldwide Exclusive License to EPIC Healthcare LPC, an Isle of Man
Corporation for a one time license fee of $1,950,000 which was paid in 1,500,000 shares of its common stock
with each share value at $1.30 per share. This is the conversion value of euros to dollars.
NOTE 4: CAPITAL TRANSACTIONS
In April 2007 the Company issued R Tucker & Associates, Inc., 10,000,000 shares of common stock pursuant to Section
4(2) of the Securities Act of 1933, such shares were restricted in accordance with Rule 144 under the Securities Act of 1934,
in exchange for the payment of $100,000 of consulting services paid for by R Tucker for the benefit of the Company.
F- 8
In January 2008 the Company issued 6,000,000 shares to R Tucker & Associates, Inc., for consulting services paid for by R
Tucker for the benefit of the Company value at $338,500. The shares were issued pursuant to Section 4(2) of the Securities
Act of 1933 and were restricted according to Rule 144 under the Securities Act of 1934.
In January 2008 (mistakenly reported as March 2008 and for an amount slightly less than $500,000) the Company redeemed
15,000,000 shares of its common stock for a convertible promissory note in the face amount of $500,000 payable to R
Tucker & Associates, Inc, and affiliate, and Land & Realty LLC, a non-affiliate. The shares were returned to authorized but
unissued. In June 2008 the company had a reverse stock split reducing the number of shares to one share for each five
outstanding shares, the result being 2,252,363 shares being issued and outstanding as of September 30, 2008.
In September 2009 the Company entered into a joint venture, named Hallmark Heritage, LLC, in which the Company
acquired a 50% interest in exchange for 1,045,000 shares of the Company's common stock, valued at $104,500. Hallmark's
business was to locate and negotiate the acquisition of healthcare facilities.
In February 2010 a conflict arose with the managing member of Hallmark Heritage and the Company rescinded the
transaction and the investment was written off, but 1,000,000 shares have not been returned and continue to be accounted
for as issued and outstanding.
In June 2010 the Company issued R Tucker & Associates, Inc., and Tensleep Financial Corporation 1 million shares each in
lieu of a cash payment of $100,000 principal on the convertible promissory note executed in January 2008. The shares
issued were issued pursuant to Section 4(2) of the Securities Act of 1933 and since both parties are affiliates of the company
legends were place on the certificates.
In October 2010 the Company issued R Tucker & Associates, Inc., 5 million shares in lieu of a cash payment of accrued
interest in the amount of $50,000 on the convertible promissory note executed in January 2008. The shares issued were
issued pursuant to Section 4(2) of the Securities Act of 1933 and since R Tucker is an affiliate of the company a legend was
placed on the certificates.
In August 2011 the Company issued R Tucker & Associates, Inc., 1.7 million shares and 800,000 shares to 6 non-affiliates
in lieu of a cash payment of accrued interest in the amount of $50,000 on the convertible promissory note executed in
January 2008. The shares issued were issued pursuant to Section 4(2) of the Securities Act of 1933 and since R Tucker is an
affiliate of the company a legend was placed on the certificates, but the shares issued to the non-affiliates were issued free
and clear of any restrictions or legends.
In May 2013 the company acquired a 50% interest in Laguna Beach Capital Group, Inc. (“LBCG”), by exchanging
2,000,000 shares of its common stock for 7,500,000 shares of LBCG common stock and a promissory note in the face
amount of $100,000. LBCG is a development stage company that will provide financing to purchase used cars.
In June 2013 the Company filed a Designation, Preferences and relative Rights for 8,000,000 shares of Series A 5%
Convertible Preferred Stock with the Colorado Secretary of State, and issued 1,950,000 shares of the Series A 5%
Convertible preferred stock for the cancellation of 16,925,434 shares of the Companies common stock valued at $1,950,000.
NOTE 5: INCOME TAXES
The benefit for income taxes for the years ended September 30, 2012, and 2011 consists of the following:
2012
Federal deferred tax benefit
Net operating loss carry forwards
$1,040,100
2011
$1,040,100
As of September 30, 2012, and 2011 the deferred tax asset consisted of the following:
Non-current deferred tax asset
$1,040,100
$1,040,100
F- 9
The Company has not generated any taxable income and therefore a provision for income taxes is not necessary.
Similarly, a provision for deferred taxes is not necessary. For income tax purposes, the Company had available, at
September 30, 2012 and 2011, net operating loss (“NOL”) carry forwards of approximately $6,986,110 and
$6,868,421, respectively, which will expire in various years from 2018 through 2026.
NOTE 6: PROMISSORY NOTES AND ACCRUED INTEREST
The Convertible Notes, Notes Payable, accrued interest, and Note Receivable include the following:
Date Executed Face Amount
Payor
Convertible Notes
EPIC Corporation
EPIC Corporation
EPIC Corporation
RX Healthcare Sys
Loans Payable
EPIC Corporation
RX Healthcare Sys
Accrued Interest
Convertible
EPIC Corporation
EPIC Corporation
EPIC Corporation
RX Healthcare Sys
Accrued Interest Notes
EPIC Corporation
RX Healthcare Sys
Note Receivable
Laguna Beach Capital
Payee
R Tucker & Associates
Land & Realty, LLC
Tucker Family Trust
R Tucker & Associates
Interest
Rate
Convert
Rate
Due Date
1/30/2008
1/30/2008
3/31/2012
9/30/2009
300,000
100,000
200,000
200,000
10%
10%
10%
10%
$0.025
$0.05
$0.05
$0.05
1/31/16
1/31/16
1/31/15
12/31/14
Accumulated
Accumulated
65,947
40,329
10%
10%
0
0
No Date
No Date
1/30/2008
1/30/2008
3/31/2012
9/30/2009
131,250
43,750
25,000
46.083
10%
10%
10%
10
$0.025
$0.05
$0.05
$0.05
-
Ronald S Tucker
Ronald S Tucker
Accumulated
Accumulated
22,372
11,375
-
-
-
EPIC Corporation
6/21/2013
100,000
-
-
4/30/15
Ronald S Tucker
Ronald S Tucker
R Tucker & Associates
Land & Realty, LLC
Tucker Family Trust
R Tucker & Associates
NOTE 7: OTHER EVENTS
IEPIC in August 2011 entered into a distribution agreement with Micro Imaging Technology, Inc., for the
exclusive sale and distribution of MIT's products for a term of five years, with three automatic extensions of two
years each. EPIC then formed EPIC Healthcare Systems, Ltd., now known as EPIC Medicor Ltd., which in
December 2011 was transferred to the company, as was the master distribution agreement of MIT's products.
In December 2011 Micro Imaging Technology, Inc., repudiated its alliance with EPIC and fails to honor its
commitments made to EPIC and the Company. The Company believes that the MIT products are not yet
marketable and is withholding any action regarding its distribution agreement.
The Company, in June 2013, in order to focus on its primary business of acquiring and licensing technology, and
providing corporate and business development and financial services sol its intangible assets, e.g. AcuFAB, etc.,
to a European Holding Company for $1,950,000 and applied this to half of the one time license fee for an
exclusive license to sub-license those intangible assets. The other half of the license fee was paid with the
issuance of 1,950,000 shares of the Series A 5% Convertible Preferred Stock.
F- 10
NOTE 8: PREFERRED STOCK
The Company has established a face value $1 Series A 5% Convertible Preferred Stock and its 5% dividend can
be paid in cash or in common stock of the Company at the discretion of the Company, or it can be accumulated
and the Preferred Shareholder can convert the cumulated dividend at a 25% discount to from the ratio of the
value traded to total volume traded (“VWAP,” value-weighted average price) 10 days prior to the date of the
written notice of conversion. The Shareholder can also convert the principal at a 65% discount from the VWAP
traded 10 days prior to the date of the written notice is received. The Preferred Shares can elect one director of
the Company.
The complete description of the Preferred Stock can be downloaded from
https://dl.dropboxusercontent.com/u/71480488/Preferred%20Stock%20Amendment.pdf.
NOTE 9: WARRANTS
The Company, on June 25, 2013, as part of the cancellation of 16,925,432 shares of its issued and outstanding
common stock has issued the canceling shareholder, in addition to 1,950,000 shares of the Series A 5%
Convertible Preferred Stock, 4 million warrants, consisting of 1 million each of a Series A, B, C and D. Each
warrant of each series is convertible into 2.5 shares at $0.10, $0.20, $0.40 and $0.50 per shares respectively. All
the warrants have an expiration dat of 6/25/2018.
NOTE 10: SUBSEQUENT EVENTS
The Company's strength is being a specialized financial services company specializing in creating capital. It
crates capital by acquiring, selling and licensing technology and providing corporate, business and financial
services to affiliated companies operated by others as part of our present subsidiary structures.
In July 2013, the Company's major shareholder established an European corporation in association with
experienced and qualified Europeans in operating companies and establishing product distribution and in raising
capital. Our management believes that by the end of the year there will be sufficient funding for the European
operations and the US operations. The plan is to have integrated operations in Europe and the US.
The Company by the end of its fiscal year will have a new Chief Operating Officer for RX Healthcare Systems, Ltd.,
but Mr. Tucker will remain as the President and Chairman of the Board. RX Healthcare will focus on selling and
distributing the AcuFAB products through sleep centers.
F- 11