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<B><FONT SIZE=3><P ALIGN="CENTER">UNITED STATES SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
<P ALIGN="CENTER"></P>
</FONT><U><P ALIGN="CENTER">FORM S-1 </P>
</U><FONT SIZE=3><P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=696>
<TR><TD VALIGN="TOP" COLSPAN=3>
<B><U><P ALIGN="CENTER">HELIUS MEDICAL TECHNOLOGIES, INC.</B></U></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<FONT SIZE=1><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<B><U><FONT SIZE=1><P ALIGN="CENTER">WYOMING</U><BR>
</B>(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
<TD WIDTH="30%" VALIGN="TOP">
<B><U><FONT SIZE=1><P ALIGN="CENTER">3845</U><BR>
</B>(Primary Standard Industrial<BR>
Classification Code Number)</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<B><U><FONT SIZE=1><P ALIGN="CENTER">36-4787690</U><BR>
</B>(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<B><FONT SIZE=1><P ALIGN="CENTER"><A NAME="OLE_LINK2"><A NAME="OLE_LINK3">12 Penns Trail<BR>
Newtown, Pennsylvania  18940<BR>
<U>Telephone: </A></A>(267) 756-7028</B></U></FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<FONT SIZE=1><P ALIGN="CENTER">(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<B><FONT SIZE=1><P ALIGN="CENTER">Philippe Deschamps<BR>
President, Chief Executive Officer and a director<BR>
12 Penns Trail, Newtown, PA  18940<BR>
<U>Telephone: (267) 756-7028</B></U></FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<FONT SIZE=1><P ALIGN="CENTER">(Name, address, including zip code, and telephone number, including area code, of agent for service)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<B><U><FONT SIZE=1><P ALIGN="CENTER">From time to time after this Registration Statement is declared effective.</B></U></FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<FONT SIZE=1><P ALIGN="CENTER">(Approximate date of commencement of proposed sale to the public)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=1><P ALIGN="JUSTIFY">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, check the following box:  [X]</P>
<P ALIGN="JUSTIFY">If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]</P>
<P ALIGN="JUSTIFY">If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrations statement number of the earlier effective registration statement for the same offering.  [  ]</P>
<P ALIGN="JUSTIFY">If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]</P>
<P ALIGN="JUSTIFY">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.  (Check one):</P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=696>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="RIGHT">[  ]  Large accelerated filer</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="JUSTIFY">[  ] Accelerated filer</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP"><DIR>
<DIR>
<DIR>
<DIR>

<FONT SIZE=1><P ALIGN="RIGHT">[  ]  Non-accelerated filer<BR>
(Do not check if a smaller reporting company)</P>
<P ALIGN="RIGHT"></DIR>
</DIR>
</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="JUSTIFY">[X] Smaller reporting company</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=1><P ALIGN="JUSTIFY">&nbsp;</P><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">&#9;&#9;&#9;</P></DIR>
</DIR>
</DIR>
</DIR>

</FONT><B><FONT SIZE=3><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=734>
<TR><TD WIDTH="30%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Title of Each Class of<BR>
Securities to be Registered</B></FONT></TD>
<TD WIDTH="14%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount to be<BR>
Registered<SUP>(1)</B></SUP></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum<BR>
Offering Price Per Share<SUP>(2)</B></SUP></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum<BR>
Aggregate Offering Price</B></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of<BR>
Registration Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">Class A Common stock, without par value</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">17,540,000</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$2.18</FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">$38,237,200</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">$4,924.95</FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">Class A Common stock underlying warrants</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">7,620,000</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$2.18</FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">$16,611,600</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">$2,139.57</FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">Total</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">25,160,000</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$2.18</FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">$54,848,800</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="RIGHT">$7,064.52</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=1><P ALIGN="JUSTIFY">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Includes shares of our Class A common stock, without par value, currently owned by the selling stockholders (each a "Selling Stockholder") and shares of our Class A common stock underlying warrants issuable upon the exercise of warrants held by certain Selling Stockholders, all of which may be offered pursuant to this registration statement.  In the event of a stock split, stock dividend or similar transaction involving the Class A common shares of the registrant, in order to prevent dilution, the number of shares of Class A common stock registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the United States Securities Act of 1933, as amended (the "Securities Act").<BR>
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Estimated in accordance with Rule 457(c) of the Securities Act solely for the purpose of computing the amount of the registration fee, based on the average of the high and low prices of our Class A common stock of $2.18 per share as reported on the Canadian Securities Exchange on July 10, 2014.</P>
<B><P ALIGN="JUSTIFY">The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="CENTER">SUBJECT TO COMPLETION, DATED JULY 11, 2014</P>
<P ALIGN="CENTER">PROSPECTUS</P>
</FONT><U><FONT SIZE=4><P ALIGN="CENTER">HELIUS MEDICAL TECHNOLOGIES, INC.<BR>
</U></FONT><FONT SIZE=3>a Wyoming corporation</P>
<P ALIGN="CENTER">25,160,000 Shares of Class A Common Stock</P>
</B><P ALIGN="JUSTIFY">This prospectus relates to the resale of up to 25,160,000 shares of our Class A common stock ("common stock") that may be sold, from time to time, by the selling stockholders (each, a "Selling Stockholder") named in this prospectus for their own account, consisting of 17,540,000 shares of our common stock and 7,620,000 shares of common stock issuable upon the exercise of outstanding warrants, all previously issued by us to certain Selling Stockholders.</P>
<P ALIGN="JUSTIFY">Our common stock is listed for trading on the Canadian Securities Exchange (the "CSE") under the symbol "HSM".  On July 3, 2014, the low bid price of our common stock was CDN$2.30 per share, the high ask price of our common stock was CDN$2.34 per share, and the closing price was CDN$2.34 per share.  We do not have any securities that are currently traded on any other exchange or quotation system.</P>
<P ALIGN="JUSTIFY">It is anticipated that the Selling Stockholders will offer to sell the shares of common stock being offered in this prospectus at prevailing market prices of our common stock on the CSE.  Any Selling Stockholder may, in such Selling Stockholder's discretion, elect to sell such shares of common stock at fixed prices, at varying prices or at privately negotiated prices.  We will not receive any proceeds from the resale of shares of our common stock by the Selling Stockholders.  All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred by the selling stockholders will be borne by the Selling Stockholders.</P>
<P ALIGN="JUSTIFY">We are an "emerging growth company" as that term is used in the Jumpstart our Business Startups Act of 2012 (the "JOBS Act") and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.</P>
<B><P ALIGN="JUSTIFY">The purchase of the securities offered by this prospectus involves a high degree of risk.  You should invest in our shares of common stock only if you can afford to lose your entire investment. You should carefully read and consider the section of this prospectus entitled "Risk Factors" beginning on page 9 before buying any shares of our common stock.</P>
<P ALIGN="JUSTIFY">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 offence.</P>
</B><P ALIGN="CENTER">The date of this prospectus is July 11, 2014</P>
<P ALIGN="CENTER">__________</P>
<P ALIGN="CENTER">-2-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The following table of contents has been designed to help you find important information contained in this prospectus.  We encourage you to read the entire prospectus.</P>
</B></FONT><FONT SIZE=1><P ALIGN="LEFT"></P>
</FONT><B><FONT SIZE=3><P ALIGN="CENTER">TABLE OF CONTENTS</P></B></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=691>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">Item</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="JUSTIFY">Page No.</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">SUMMARY</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">4</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">RISK FACTORS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">9</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">FORWARD LOOKING STATEMENTS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">16</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">USE OF PROCEEDS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">16</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">DETERMINATION OF OFFERING PRICE</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">16</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">SELLING STOCKHOLDERS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">16</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">PLAN OF DISTRIBUTION</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">23</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">DESCRIPTION OF SECURITIES TO BE REGISTERED</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">26</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">DESCRIPTION OF BUSINESS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">27</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">LEGAL PROCEEDINGS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">44</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="RIGHT">44</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">FINANCIAL STATEMENTS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="RIGHT">46</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="RIGHT">46</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="RIGHT">52</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">52</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">EXECUTIVE COMPENSATION</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">55</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">58</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">EXPERTS</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">59</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">INTERESTS OF NAMED EXPERTS AND COUNSEL</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="RIGHT">59</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="RIGHT">59</B></FONT></TD>
</TR>
<TR><TD WIDTH="88%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="RIGHT">61</B></FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="LEFT">WHERE YOU CAN FIND MORE INFORMATION</B></FONT></TD>
<TD WIDTH="13%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="RIGHT">61</B></FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="LEFT">INDEX TO FINANCIAL STATEMENTS</B></FONT></TD>
<TD WIDTH="13%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="RIGHT">62</B></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="CENTER"><A NAME="_Toc93826366">__________</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"></A>-3-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">In this prospectus, unless otherwise specified:  (i) references to "the Company", "our Company", "we", "us" or "our" mean Helius Medical Technologies, Inc. (formerly known as "0996445 B.C. Ltd.") and its wholly-owned subsidiaries, 0995162 B.C. Ltd. and NeuroHabilitation Corporation, unless the context otherwise requires.  All financial information is stated in United States dollars unless otherwise specified.  Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137288">SUMMARY</A></P>
</FONT><I><FONT SIZE=3><P ALIGN="JUSTIFY">The following summary highlights selected information contained in this prospectus.  This summary does not contain all the information you should consider before investing in the securities.  Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements.</P>
</I><P ALIGN="CENTER">The Company</P>
<P ALIGN="JUSTIFY">General</P>
</B><P ALIGN="JUSTIFY">On June 13, 2014, we acquired a 100% interest in NeuroHabilitation Corporation ("NHC") (the "Transaction") pursuant to a plan of merger whereby our wholly-owned subsidiary was merged with and into NHC and all of the common shares in the capital of NHC were cancelled in consideration for the issuance of an aggregate of 35,300,083 shares of our Class A common stock to the NHC shareholders.  NHC is now our wholly-owned subsidiary. The Transaction constituted a reverse take-over of us by NHC.  Prior to the acquisition of NHC we had no active business.</P>
<P ALIGN="JUSTIFY">NHC is a Delaware company, incorporated on January 22, 2013, which is involved in the medical device industry. In January 2013, NHC entered into an exclusive right agreement whereby Advanced Neuro-Rehabilitation LLC ("ANR") granted NHC exclusive worldwide rights to ANR's patents, trade secrets and knowhow, including a patent pending technology that will enable the first non-invasive means for delivering neurostimulation through the oral cavity (the "PoNS</FONT><SUP><FONT FACE="Times New Roman Bold,Times New Roman" SIZE=3>TM</SUP></FONT><FONT SIZE=3>") in exchange for 50% equity in NHC and a 4% royalty of NHC's revenue collected from (1) the sale of products covered by any claim of the patent rights (the "Devices") to end users and (2) services related to the therapy or use of the Devices in therapy services.</P>
<P ALIGN="JUSTIFY">The brain's ability to recognize its operation in response to new information sources, new functional needs, or new communication pathways is referred to as neuroplasticity. Neuroplasticity is a process underlying all cerebral learning, training, and rehabilitation. Neuromodulation is the use of external tactile stimulation to intentionally change and regulate the internal electrochemical environment of the brain.</P>
<P ALIGN="JUSTIFY">Traditional rehabilitation interventions have typically involved medication and various forms of therapies, including physical therapy. The PoNS<SUP>TM</SUP> device is being investigated in combination with physical therapy for the treatment of neurological symptoms from disease and trauma including traumatic brain injury (TBI) and Multiple Sclerosis.</P>
<P ALIGN="JUSTIFY">Our principal offices are located at 12 Penns Trail, Newtown, PA  18940.  Our telephone number is (267) 756-7028. Our registered office and registered agent in the State of Wyoming is located at CT Corporation System, 1712 Pioneer Ave., Ste. 120, Cheyenne, Wyoming  82001.</P>
<P ALIGN="CENTER">-4-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Plan of Operations</P>
</B><P ALIGN="JUSTIFY">The management team's goal is to make the Company the first company with a patented, FDA approved, non-invasive device and therapy for the treatment of balance and disorders related to trauma brain injury.</P>
<P ALIGN="LEFT">The principal business carried on and intended to be carried on by the Company is to complete the device design and manufacturing phase of PoNS<SUP>TM</SUP>, a patent pending technology that will enable the first non-invasive means for delivering neurostimulation through the oral cavity.</P>
<P ALIGN="LEFT"></P>
<P ALIGN="LEFT">Over the next 12-month period, the Company intends to: </P>
<P ALIGN="LEFT"></P>

<UL>
<P ALIGN="LEFT"><LI>complete the pilot efficacy trial; </LI></P>
<P ALIGN="LEFT"><LI>complete the device design and manufacturing phase; </LI></P>
<P ALIGN="LEFT"><LI>continue development the Company's intellectual property; </LI></P>
<P ALIGN="LEFT"><LI>drive the completion of international registration; and</LI></P>
<P ALIGN="LEFT"><LI>create a physical therapy support network.</LI></P></UL>

<B><P ALIGN="CENTER">The Offering</P></B></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=622>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">The Issuer:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP"><DIR>

<FONT SIZE=3><P ALIGN="JUSTIFY">Helius Medical Technologies, Inc.</DIR>
</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">The Selling Stockholders:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">The Selling Stockholders are comprised of certain of our existing stockholders who acquired our shares and warrants as described below.  The Selling Stockholders are named in this prospectus under "Selling Stockholders".</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Shares Offered by the Selling Stockholders:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">The Selling Stockholders are offering up to an aggregate of 25,160,000 shares of our common stock <A NAME="OLE_LINK4"><A NAME="OLE_LINK7">comprised of 17,540,000 shares of our common stock and 7,620,000 shares of our common stock underlying warrants, of which 15,240,000 of the 17,540,000 shares were issued to the Selling Stockholders at a price of CDN$0.50 per subscription receipt in a private placement that closed on May 30, 2014 and where each subscription receipt automatically converted into one share and one-half of one warrant upon closing of the Transaction on June 13, 2014.</A></A></FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Offering Price:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">The Selling Stockholders may sell their shares offered under this prospectus at prevailing market prices, privately negotiated prices or otherwise as set forth under "Plan of Distribution" in this prospectus.  </FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Terms of the Offering:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">The Selling Stockholders will determine when and how they will sell the common stock offered in this prospectus.  Refer to "Plan of Distribution".</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Termination of the Offering:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">The offering will conclude when all of the 25,160,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of shares.</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Use of Proceeds:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">We will not receive any proceeds from the sale of the common stock by the Selling Stockholders.  </FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="CENTER">-5-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=622>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Market for our Common Stock:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Our common stock is listed for trading on the CSE under the symbol "HSM".  On July 10, 2014, the low bid price of our common stock was CDN$2.30 per share, the high ask price of our common stock was CDN$2.35 per share, and the closing price was CDN$2.33 per share.  We do not have any securities that are currently traded on any other exchange or quotation system.  </FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Outstanding Shares of Common Stock:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">There were 63,104,788 shares of common stock outstanding as of July 10, 2014.  </FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Risk Factors:</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in our securities.</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">Summary of Financial Data</P>
</B><P ALIGN="JUSTIFY">The following consolidated financial data has been derived from and should be read in conjunction with: (i) our audited financial statements for the period from inception (March 13, 2014) to March 31, 2014, (ii) the audited financial statements of NHC for the fiscal year ended March 31, 2014 and for the period from inception to March 31, 2013, (iii) the unaudited pro-forma consolidated financial information as at March 31, 2014, together with the notes to each of these financial statements; and (iv) the section of this prospectus entitled "Management's Discussion and Analysis or Plan of Operations", included elsewhere herein.</P>
<B><P ALIGN="LEFT"><A NAME="_Toc128578389">Balance Sheet Data</A> </P>
<I><P ALIGN="LEFT">Derived from our audited Financial Statements for the period from inception (March 13, 2014) to March 31, 2014</P></B></I></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=342>
<TR><TD WIDTH="47%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="42%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">As at<BR>
March 31, 2014</B></FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Cash </FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">                  9</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Working capital</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">9</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Total assets</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">9</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Total liabilities</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Total stockholders' deficit</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">9</FONT></TD>
</TR>
</TABLE>

<B><I><FONT SIZE=3><P ALIGN="LEFT"><A NAME="_Toc128578390">Derived from the Audited Financial Statements of NeuroHabilitation Corporation for the Year Ended March 31, 2014*</P></B></I></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=468>
<TR><TD WIDTH="34%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">As at<BR>
March 31, 2014</B></FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="31%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">As at<BR>
March 31, 2013</B></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Cash </FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">       15,968</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">     217</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Working capital (deficit)</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(267,977)</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(7,850)</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Total assets</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">315,968</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">217</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Total liabilities</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">583,945</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">8,067</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Total stockholders' deficit</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(267,977)</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(7,850)</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=1><P ALIGN="JUSTIFY">* &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective June 13, 2014, we completed the acquisition of 100% of the issued and outstanding shares of NeuroHabilitation Corp. ("NHC"), an development stage company engaged primarily in the business of developing patent-pending technology ("PoNS<SUP>TM</SUP>") that will enable the first non-invasive means for delivering neurostimulation through the oral cavity, through a merger transaction.  As a result of the acquisition, NHC is now a wholly owned subsidiary of the Company.  The information in the table above is derived from the audited financial statements of NHC.  Audited balance sheet data of our Company on a consolidated basis (taking into account the acquisition of NHC) will be available when we file our Annual Report on Form 10-K for our fiscal year ended March 31, 2015.</P>
</FONT><FONT SIZE=3><P ALIGN="CENTER">-6-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Statement of Operations</A> Data </P>
<I><P ALIGN="LEFT">Derived from our audited Financial Statements for the period from inception (March 13, 2014) to March 31, 2014</P></B></I></FONT>
<TABLE BORDER=0 CELLSPACING=0 WIDTH=414>
<TR><TD WIDTH="61%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Period from Inception (March 13, 2014) to March 31, 2014</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Operating expenses</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Consulting fees</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">$</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Interest expense on short-term loan</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Legal fees</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Office and general</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Total operating expenses</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Loss from operations</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">$</FONT></TD>
<TD WIDTH="33%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="BOTTOM"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Net loss and comprehensive loss</DIR>
</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">$</FONT></TD>
<TD WIDTH="33%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<B><I><FONT SIZE=3><P ALIGN="LEFT"></P>
<P ALIGN="JUSTIFY">Derived from the Audited Financial Statements of NHC for the Year Ended March 31, 2014*</P>
</B></I><P ALIGN="JUSTIFY"><IMG SRC="image404.gif" WIDTH=664 HEIGHT=453></P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY">* &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As indicated above, effective June 13, 2014, we completed the acquisition of 100% of the issued and outstanding shares of NHC.  The information in the table above is derived from the audited financial statements of NHC.  Audited statements of operations of our Company on a consolidated basis (taking into account the acquisition of NHC) will be available when we file our Annual Report on Form 10-K for our fiscal year ended March 31, 2015.</P>
</FONT><FONT SIZE=3><P ALIGN="CENTER">-7-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><I><P ALIGN="JUSTIFY">Derived from the Unaudited Pro-Forma Financial Information for the Year Ended March 31, 2014</P>
</B></I><P ALIGN="JUSTIFY">The following unaudited pro forma financial information in the following two tables gives effect to the consummation of the acquisition of NHC by the Company.  This information should be read in conjunction with the audited financial statements of our Company and the audited financial statements of NHC included herein.</P>
<I><P ALIGN="JUSTIFY">For the Year Ended March 31, 2014</P></I></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=1 WIDTH=625>
<TR><TD WIDTH="28%" VALIGN="TOP" HEIGHT=9><P></P></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=9>
<B><FONT SIZE=2><P ALIGN="CENTER">Helius</B></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=9><P></P></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=9>
<B><FONT SIZE=2><P ALIGN="CENTER">NHC</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=9><P></P></TD>
<TD WIDTH="15%" VALIGN="BOTTOM" HEIGHT=9>
<B><FONT SIZE=2><P ALIGN="CENTER">Pro Forma Adjustments</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=9><P></P></TD>
<TD WIDTH="18%" VALIGN="BOTTOM" HEIGHT=9>
<B><FONT SIZE=2><P ALIGN="CENTER">Pro Forma Consolidation</B></FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=9><P></P></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Operating expenses</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Accredited interest</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">$                  -</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">$           1,119</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">$                        -</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">$                      1,119</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Consulting fees</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">807,385</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">807,385</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP" HEIGHT=4><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Interest expense</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=4>
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=4><P></P></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=4>
<FONT SIZE=2><P ALIGN="RIGHT">225</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=4><P></P></TD>
<TD WIDTH="15%" VALIGN="BOTTOM" HEIGHT=4>
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP" HEIGHT=4><P></P></TD>
<TD WIDTH="18%" VALIGN="BOTTOM" HEIGHT=4>
<FONT SIZE=2><P ALIGN="RIGHT">225</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="0%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
<TD WIDTH="1%" VALIGN="MIDDLE" HEIGHT=4><P></P></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Legal fees</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">33,966</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">33,966</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Meals and entertainment</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">833</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">833</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Office expense</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">6,793</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">6,793</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Research and development expense</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">171,781</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">171,781</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Compensation fro shares issued for services</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Transaction cost</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">300,000</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">300,000</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Travel</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">22,027</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">22,027</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="LEFT">Wages and salaries</DIR>
</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">23,155</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">23,155</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Loss from operations</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">1,067,284</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">300,000</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">1,343,494</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Net loss and comprehensive loss</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">$                  -</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">$    1,067,284</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">$            300,000</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">$               1,343,494</FONT></TD>
<TD WIDTH="2%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="0%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="LEFT"></P>
<I><P ALIGN="CENTER">&nbsp;</P>
</I><P ALIGN="CENTER">-8-</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137289"><A NAME="_Toc93826367"><A NAME="_Ref128298219"><A NAME="_Ref128298222"><A NAME="_Toc134605441">RISK FACTORS</A></P>
</FONT><I><FONT SIZE=3><P ALIGN="JUSTIFY"></A></A></A></A>An investment in our common stock involves a number of very significant risks.  You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our common stock.  Our business, operating results and financial condition could be seriously harmed due to any of the following risks.  The risks described below may not be all of the risks facing our company.  Additional risks not presently known to us or that we currently consider immaterial may also impair our business operations.  You could lose all or part of your investment due to any of these risks.</P>
</I><P ALIGN="JUSTIFY">Risks Related to Our Company</P>
<I><P ALIGN="JUSTIFY"><A NAME="_Toc154414162"><A NAME="_Toc154473011"><A NAME="_Toc154473108"></A></A>We have limited operating history and lack profitable operations. </P>
</B></I><P ALIGN="JUSTIFY">NHC was incorporated in the State of Delaware on January 22, 2013 and has had limited operations to date.  Through its year ended March 31, 2014, NHC had accumulated losses of $9,585,134 and a working capital deficit of $267,977.  We will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources, lack of revenue and the risk that we will not achieve our growth objective. We anticipate that we may take several years to achieve consistent positive cash flow from operations.  There is no assurance that we will be successful in achieving significant revenues or profitability.</P>
<B><I><P ALIGN="JUSTIFY">We may be required to obtain additional financing to carry out our plan of operations and if we require additional financing and are unable to obtain such financing, our business may fail.</P>
</B></I><P ALIGN="JUSTIFY">Additional funds for the establishment of our current and planned operations may be required. No assurances can be given that we will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Current financial conditions, revenues, taxes, capital expenditures and operating expenses are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, we may be required to undertake additional equity financing, which would be dilutive to our stockholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to us, or at all. If we are unable to obtain additional financing as needed, we may be required to reduce the scope of our operations and pursue only those projects that can be funded through cash flows generated from its existing operations, if any.</P>
<B><I><P ALIGN="JUSTIFY">The neuromodulation market is new and uncertain and the failure of the expansion of such market could have a material adverse effect on our business and financial position.</P>
</B></I><P ALIGN="JUSTIFY">The neuromodulation market is relatively new and its long-term growth prospects are uncertain. Should the neuromodulation market fail to expand, it could have a materially adverse effect on our business and financial position.</P>
<B><I><P ALIGN="JUSTIFY">Our ability to develop additional products is subject to the risks inherent in the development of new devices and products based on new technologies.  Because of these inherent risks, our research and development may not result in any commercially viable devices or products, which if not commercially successful may have a material adverse affect on our business and financial condition.</P>
</B></I><P ALIGN="CENTER">-9-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">The development of additional products is subject to the risks of failure inherent in the development of new, state of the art products, laboratory devices and products based on new technologies. These risks include: (i) delays in product development or manufacturing; (ii) unplanned expenditures for product development or manufacturing; (iii) failure of new products to have the desired effect or an acceptable accuracy profile; (iv) emergence of superior or equivalent products; (v) failure by any potential collaborative partners to successfully develop products; and (vi) the dependence on third parties for the manufacture, development and sale of the Company's products. Because of these risks, our research and development efforts or those of potential collaborative partners may not result in any commercially viable products. If a significant portion of these development efforts is not successfully completed, or any products are not commercially successful, we are less likely to generate significant revenues, or become profitable. The failure to perform such activities could have a material adverse affect on our business, financial condition and results of its operations.</P>
<B><I><P ALIGN="JUSTIFY">We can provide no assurance that the development by others of new or improved devices or products will not result in our present and future products from becoming obsolete.</P>
</B></I><P ALIGN="JUSTIFY">The areas in which we plan to commercialize, distribute, and/or sell products involves rapidly developing technology. There can be no assurance that we will be able to establish ourselves in such fields, or, if established, that we will be able to maintain our market position, if any. There can be no assurance that the development by others of new or improved products will not make our present and future products, if any, superfluous or obsolete.</P>
<B><I><P ALIGN="JUSTIFY">Our future success depends on our ability to obtain approval on the patent for the PoNS<SUP>TM</SUP> technology, failing which we may be unable to protect our proprietary information and any competitive advantage which may have a material adverse affect on our business and financial condition.</P>
</B></I><P ALIGN="JUSTIFY">Our future success will depend, in part, on our ability to obtain approval on the patent for the PoNS(TM) technology. There can be no assurance that the patent application made will result in the issuance of the patent or that the term of the patent will be extendable after it expires in due course, which will prevent us from being able to protect our proprietary information and may have a material adverse affect on our business and financial condition.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Much of our know-how and technology may not be patentable, though they may constitute trade secrets. There can be no assurance, however, that we will be able to meaningfully protect our trade secrets. To help protect our intellectual property rights and proprietary technology, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. There can be no assurance that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure.</P>
<B><I><P ALIGN="JUSTIFY">If our intellectual property protection is inadequate, competitors may gain access to our technology and undermine our competitive position.</P>
</B></I><P ALIGN="JUSTIFY">We regard our intended and future intellectual property as important to our success, and we intend to rely on patent law to protect our proprietary rights. Despite our precautions, unauthorized third parties may copy certain portions of our devices or products or reverse engineer or obtain and use information that we regard as proprietary. We may seek additional patents in the future. We do not know if any future patent application will be issued with the scope of the claims we seek, if at all, or whether any patents we receive will be challenged or invalidated. Thus, we cannot assure you that any intellectual property rights that we may receive can be successfully asserted in the future or that they will not be invalidated, circumvented or challenged. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States. Our means of protecting any proprietary rights we may receive in the United States or abroad may not be adequate and competitors may independently develop a similar </P>
<P ALIGN="CENTER">-10-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">technology. Any failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings against us could have a material adverse affect on our business, financial condition, or results of operations.</P>
<B><I><P ALIGN="JUSTIFY">We may be subject to intellectual property litigation, such as patent infringement claims, which could adversely affect our business.</P>
</B></I><P ALIGN="JUSTIFY">Our commercial success will also depend, in part, on not infringing on the patents or proprietary rights of others. There can be no assurance that the technologies and products used or developed by us will not infringe such rights. If such infringement occurs and we are not able to obtain a license from the relevant third party, we will not be able to continue the development, manufacture, use, or sale of any such infringing technology or product. There can be no assurance that necessary licenses to third-party technology will be available at all or on commercially reasonable term. In some cases, litigation or other proceedings may be necessary to defend against or assert claims of infringement or to determine the scope and validity of the proprietary rights of third parties. Any potential litigation could result in substantial costs to, and diversion of, our resources and could have a material and adverse impact on us. An adverse outcome in any such litigation or proceeding could subject us to significant liabilities, require us to cease using the subject technology or require us to license the subject technology from the third party, all of which could have a material adverse affect on our business.</P>
<B><I><P ALIGN="JUSTIFY">If our expenses are greater than anticipated, then we will have fewer funds with which to pursue our plan of operations and our financing requirements will be greater than anticipated. </P>
</B></I><P ALIGN="JUSTIFY">We may find that the costs of carrying out our plan of operations are greater than we anticipate. Increased operating costs may cause the amount of financing that we require to increase. Investors may be more reluctant to provide additional financing if we cannot demonstrate that we can control our operating costs. There is no assurance that additional financing required as a result of our operating costs being greater than anticipated will be available to us. If we do not control our operating expenses, then we will have fewer funds with which to carry out our plan of operations with the result that our business may fail. </P>
<B><I><P ALIGN="JUSTIFY">If and when we sell our products, we may be liable for product liability claims and we may not carry sufficient product liability insurance.</P>
</B></I><P ALIGN="JUSTIFY">The devices and products that we intend to develop may expose us to potential liability from personal injury claims by end-users of the product. We intend to carry product liability insurance to protect us against the risk that in the future a product liability claim or product recall could materially and adversely affect our business. Inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of our intended products. We cannot assure you that if and when we commence distribution of our product that we will be able to obtain or maintain adequate coverage on acceptable terms, or that such insurance will provide adequate coverage against all potential claims. Moreover, even if we maintain adequate insurance, any successful claim could materially and adversely affect our reputation and prospects, and divert management's time and attention. If we are sued for any injury allegedly caused by our future products our liability could exceed our total assets and our ability to pay the liability.</P>
<B><I><P ALIGN="JUSTIFY">We are an "emerging growth company" under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.</P>
</B></I><P ALIGN="JUSTIFY">We are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not </P>
<P ALIGN="CENTER">-11-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, shareholder approval of any golden parachute payments not previously approved and presenting the relationship between executive compensation actually paid and our financial performance. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.</P>
<B><I><P ALIGN="JUSTIFY">We will remain an "emerging growth company" for up to five years after our first sale of common stock pursuant to a Securities Act registration statement, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any September 30.</P>
</B></I><P ALIGN="JUSTIFY"><A NAME="OLE_LINK5"><A NAME="OLE_LINK6">Our status as an "emerging growth company" under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it. &nbsp;Because of the exemptions from various reporting requirements provided to us as an "emerging growth company", we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected..</A></A></P>
<B><I><P ALIGN="JUSTIFY">We are dependent upon the ability and expertise of certain members of our senior management and the loss of such individuals could have an material adverse affect on our business, operating results or financial condition.</P>
</B></I><P ALIGN="JUSTIFY">Our success is dependent upon the ability, expertise, judgment, discretion and good faith of our senior management, and in particular Mr. Phil Deschamps, our President and CEO. While employment agreements are customarily used as a primary method of retaining the services of key employees, these agreements cannot assure the continued services of such employees. Any loss of the services of such individuals could have a material adverse affect on our business, operating results or financial condition.</P>
<B><I><P ALIGN="JUSTIFY">We are a small company with limited resources compared to some of our current and potential competitors and we may not be able to compete effectively and increase market share.</P>
</B></I><P ALIGN="JUSTIFY">There is potential that we will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than us. Increased competition by larger and better financed competitors could materially and adversely affect our business, financial condition and our results of operations.</P>
<P ALIGN="JUSTIFY">Because of the early stage of the industry in which we intend to operate, we expect to face additional competition from new entrants. To be competitive, we will require a continued high level of investment in research and development, marketing, sales and client support. We may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect our business, financial condition and our results of operations.</P>
<B><I><P ALIGN="JUSTIFY">Our officers and directors may be subject to conflicts of interest.</P>
</B></I><P ALIGN="JUSTIFY">Some of our officers and directors serve only part time and may be subject to conflicts of interest.  Each may devote part of his working time to other business endeavors, including consulting relationships with other corporate entities, and may have responsibilities to these other entities.  Such conflicts may include deciding how much time to devote to our affairs, as well as what business opportunities should be </P>
<P ALIGN="CENTER">-12-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">presented to us.  Because of these relationships, some of our officers and directors may be subject to conflicts of interest. Any Company-related decision made by any of these directors and officers involving us should be made in accordance with their duties and obligations to deal fairly and in good faith and to act in the best interests of us and our shareholders.  In addition, each of the directors is required to declare and refrain from voting on any matter in which such director may have a conflict of interest.</P>
<P ALIGN="JUSTIFY">Philippe Deschamps, our President, CEO and a director, serves full time (40 hours per week).  All of the other directors and officers only provide services to us on a part time basis as follows:</P>
<P ALIGN="LEFT">Amanda Tseng (Chief Financial Officer and director) - 14 hours per week;<BR>
Savio Chiu (director) - 8 hours per week;<BR>
Yuri Danilov (director) - 8 hours per week; and<BR>
Mitch Tyler (director) - 8 hours per week.</P>
<B><I><P ALIGN="JUSTIFY">The use of recent private placement funds received by us and as disclosed herein are estimates only and subject to change.  The failure to effectively apply such funds could have a material adverse effect on our business.</P>
</B></I><P ALIGN="JUSTIFY">Although we have set out our intended use of proceeds from our recent private placement on May 30, 2014, these intended uses are estimates only and subject to change.  While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds.  The failure by us to apply these funds effectively could have a material adverse effect on our business, including our ability to achieve our stated business objectives.</P>
<B><P ALIGN="JUSTIFY">Risks Related to Our Common Stock</A></P>
<I><P ALIGN="JUSTIFY">Trading of our common stock is sporadic, and the price of our common stock may be volatile; we caution you as to the highly illiquid nature of an investment in our shares.</P>
</B></I><P ALIGN="JUSTIFY">Our common stock is quoted on the Canadian Securities Exchange since June 23, 2014. To date, trading in our common stock has been limited and sporadic. Securities of microcap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the companies' financial performance or prospects.  These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.  Factors unrelated to our performance that may affect the price of our common stock include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow us, lessening in trading volume and general market interest in our common stock may affect an investor's ability to trade significant numbers of shares of our common stock; the size of our public float may limit the ability of some institutions to invest in our common stock; and a substantial decline in the price of shares of our common stock that persists for a significant period of time could cause our common stock, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity.  As a result of any of these factors, the market price of our common stock at any given point in time may not accurately reflect our long-term value. The price of our common shares may increase or decrease in response to a number of events and factors, including: changes in financial estimates; our acquisitions and financings; quarterly variations in our operating results; the operating and share price performance of other companies that investors may deem comparable; and purchase or sale of blocks of our common stock. These factors, or any of them, may materially adversely affect the prices of our common shares regardless of our operating performance. We caution you as to the highly illiquid nature of an investment in our shares.</P>
<P ALIGN="JUSTIFY">The market price of our common stock is affected by many other variables which are not directly related to our success and are, therefore, not within our control.  These include other developments that affect the breadth of the public market for shares of our common stock and the attractiveness of alternative investments.  The effect of these and other factors on the market price of our common stock is expected to make our common stock price volatile in the future, which may result in losses to investors.</P>
<P ALIGN="CENTER">-13-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><I><P ALIGN="JUSTIFY">A decline in the price of our common stock could affect our ability to raise any required working capital and adversely impact our operations.</P>
</B></I><P ALIGN="JUSTIFY">A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise any required capital for our operations. Because our operations to date have been principally financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future may have a material adverse effect upon our business plan and operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.</P>
<B><I><P ALIGN="JUSTIFY">We have not paid any dividends and do not foresee paying dividends in the future.</P>
</B></I><P ALIGN="JUSTIFY">We intend to retain earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends on shares of our common stock in the foreseeable future.  The payment of future cash dividends, if any, will be reviewed periodically by the board of directors and will depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and other factors. </P>
<B><I><P ALIGN="JUSTIFY"><A NAME="_Toc170706018"></A>Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.</P>
</B></I><P ALIGN="JUSTIFY">Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, not including any equity in that person's or person's spouse's primary residence, or annual income exceeding $200,000 or $300,000 jointly with their spouse. The 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 in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with 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 bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.</P>
<P ALIGN="CENTER">-14-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"> </P>
<B><I><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock. </P>
</B></I><P ALIGN="JUSTIFY">In addition to the "penny stock" rules promulgated by the SEC, the Financial Industry Regulatory Authority (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.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.</P>
</FONT><B><I><P ALIGN="JUSTIFY">Any future sales of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.</P>
</B></I><FONT SIZE=3><P ALIGN="JUSTIFY">Future sales or issuances of equity securities could decrease the value of our common stock, dilute stockholders' voting power and reduce future potential earnings per share.  We intend to sell additional equity securities in future offerings (including through the sale of securities convertible into shares of our common stock) and may issue additional equity securities to finance our operations, development, acquisitions or other projects.  We cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of our common stock.  Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.  With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per share.</P>
<B><I><P ALIGN="JUSTIFY">Shares of our common stock that are "restricted securities" as defined in Rule 144(a)(3) are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a "shell company." In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i). </P>
</B></I><P ALIGN="JUSTIFY">Pursuant to Rule 144 of the Securities Act, a "shell company" is defined as a company that has: (i) no or nominal operations and (ii) either (A) no or nominal assets, (B) assets consisting solely of cash and cash equivalents, or (C) assets consisting of any amount of cash and cash equivalents and nominal other assets. We were a "shell company" pursuant to Rule 144 prior to the Transaction, and as such, Rule 144(i) provides that sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date on which our initial Form S-1 providing Form 10 level disclosure was filed with the Commission, which twelve-month period will elapse on July 12, 2015. Therefore, any restricted securities currently outstanding or that we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose, will have no liquidity until and unless such securities are registered with the Commission and/or until a year after the date of the filing of our initial Form S-1 and we have otherwise complied with the other requirements of Rule 144. As a result, it may be harder for us to fund our operations and pay our employees and consultants with our securities instead of cash than if we had not previously been a "shell company". Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our previous status as a "shell company" could prevent us from raising additional funds, engaging employees and consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).</P>
<P ALIGN="CENTER">-15-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="JUSTIFY">Please read this prospectus carefully.  You should rely only on the information contained in this prospectus.  We have not authorized anyone to provide you with different information.  You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.</P>
</FONT><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc178170749"><A NAME="_Ref170609014"><A NAME="_Toc386137290">FORWARD-LOOKING STATEMENTS</A></A></A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_Toc178170750">This prospectus contains forward-looking statements that involve risks and uncertainties, including statements regarding our market, strategy, competition, capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, availability of funds and operating costs. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In <A NAME="page_14"></A>evaluating these statements, you should consider various factors, including the risks outlined in this prospectus. These factors may cause our actual results to differ materially from any forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, based on information available to us as of the date hereof, and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We do not intend to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States. </P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137291">USE OF PROCEEDS</A></A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">We will not receive any proceeds from the sale of the shares of common stock offered through this prospectus by the Selling Stockholders.  All proceeds from the sale of the shares will be for the account of the Selling Stockholders, as described below in the sections of this prospectus entitled "Selling Stockholders" and "Plan of Distribution".  We will, however, incur all costs associated with this prospectus and the registration statement of which this prospectus forms a part.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc178170751"><A NAME="_Toc386137292">DETERMINATION OF OFFERING PRICE</A></A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_Toc178170752">The Selling Stockholders may sell their shares offered under this prospectus at prevailing market prices, privately negotiated prices or otherwise as set forth under "Plan of Distribution" in this prospectus.  </P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137293"></A>SELLING STOCKHOLDERS</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">The Selling Stockholders named in this prospectus are offering all of the 25,160,000 shares of common stock offered through this prospectus, consisting of 17,540,000 shares of our common stock and 7,620,000 shares of common stock underlying warrants, of which 15,240,000 of the 17,540,000 shares were issued to the Selling Stockholders at a price of CDN$0.50 per subscription receipt in a private placement exempt from the registration provisions of the U.S. Securities Act that closed on May 30, 2014 and where each subscription receipt automatically converted into one share of common stock and one-half of one warrant upon closing of the Transaction on June 13, 2014.  The remaining 2,300,000 shares were issued to one entity in connection with the closing of the Transaction which was exempt from the registration provisions of the U.S. Securities Act.</P>
<P ALIGN="CENTER">-16-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">The 25,160,000 shares of common stock referred to above are being registered to permit public sales of the shares, and the Selling Stockholders may offer the shares for resale from time to time pursuant to this prospectus.  The Selling Stockholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the U.S. Securities Act or pursuant to another effective registration statement covering those shares.  We may from time to time include additional Selling Stockholders in supplements or amendments to this prospectus.</P>
<P ALIGN="JUSTIFY">The following table sets forth certain information regarding the ownership of our shares of common stock to be sold by the Selling Stockholders as of the date of July 10, 2014.  </P>
<P ALIGN="JUSTIFY">Information with respect to ownership is based upon information obtained from the Selling Stockholders.  Information with respect to "Shares Owned After this Offering" assumes the sale of all of the shares offered by this prospectus and no other purchases or sales of our common stock by the Selling Stockholders.  Except as described below and to our knowledge, the Selling Stockholders own and have sole voting and investment power over all shares or rights to these shares.  Except for their ownership of common stock or otherwise as described below, none of the Selling Stockholders had or have any material relationship with us.</P>
<P ALIGN="CENTER">-17-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">Because a Selling Stockholder may offer by this prospectus all or some part of the common shares which it holds, no estimate can be given as at the date hereof as to the number of common shares actually to be offered for sale by a Selling Stockholder or as to the number of common shares that will be held by a Selling Stockholder upon the termination of such offering. </P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="34%" VALIGN="BOTTOM" ROWSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Name of Selling Stockholder</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" ROWSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Shares Owned<BR>
Prior to this<BR>
Offering</B><SUP>(1)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" ROWSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Shares to be<BR>
Offered under this<BR>
Prospectus</B><SUP>(1)</SUP></FONT></TD>
<TD WIDTH="33%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of Shares Owned After<BR>
Offering and Percentage of Total of Issued and Outstanding Shares After Offering</B></FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Shares Owned<BR>
After Offering</B></FONT><SUP><FONT FACE="Times New Roman Bold,Times New Roman" SIZE=2>(2)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Percentage of<BR>
Issued and<BR>
Outstanding<BR>
Shares</B><SUP>(3)</SUP></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Brad McPherson (4)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">CuOro Resources Corp. (5)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,950,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,950,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">NBCN ITF 1348462 Ontario Ltd. A/C 4FV729 (6)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">375,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">375,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">NBCN ITF Medalist Capital Ltd. A/C 4FV658A (7)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">375,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">375,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Lakeside Trading Group S.A. (8)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Access Capital Corp. (9)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">450,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">450,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Scotia Capital ITF AlphaNorth Offshore Inc. (10)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,425,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,425,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Scotia Capital ITF AlphaNorth Partners Fund Inc. (11)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">GKM Holdings Ltd. (12)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">RBC Dominion Securities ITF Kurt Ostlund A/C/ 804-95391-10 (13)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">EDJ Limited (14)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">225,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">225,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Porter Partners, L.P. (15)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,275,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,275,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Luke Norman Consulting (16)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Matthew Norman (17)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="CENTER">-18-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="34%" VALIGN="BOTTOM" ROWSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Name of Selling Stockholder</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" ROWSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Shares Owned<BR>
Prior to this<BR>
Offering</B><SUP>(1)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" ROWSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Shares to be<BR>
Offered under this<BR>
Prospectus</B><SUP>(1)</SUP></FONT></TD>
<TD WIDTH="33%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of Shares Owned After<BR>
Offering and Percentage of Total of Issued and Outstanding Shares After Offering</B></FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Shares Owned<BR>
After Offering</B></FONT><SUP><FONT FACE="Times New Roman Bold,Times New Roman" SIZE=2>(2)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Percentage of<BR>
Issued and<BR>
Outstanding<BR>
Shares</B><SUP>(3)</SUP></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Qtrade Securities Inc. (18)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,275,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,275,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Brant Investments Limited (19)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,200,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,200,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Barbara Shynkaryk (20)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Katie Bellamy (21)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Amin Somani (22)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Peter Dickson (23)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">225,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">225,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Chris Wardle (24)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Jens Biertumpel (25)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Michael Dodds (26)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">James Lebedovich (27)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Jonathan Awde (28)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">750,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">750,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Greg Hunter (29)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Mark Varny (30)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Neil McAllister (31)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">William A. Randall (32)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Patrick &amp;/or Marian Griffin (33)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Peter Nash (34)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Mark Cornwall (35)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Alpha Capital Ltd. (36)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">900,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">900,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Brett Johnson (37)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Gordon Green (38)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Nancy Rothery (39)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Craig A. Angus (40)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Patrick Robinson (41)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Steven K Y Tan (42)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Bruce McLeod (43)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Gayle McLeod (44)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Hugh Nash (45)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Bruno J. Benedet (46)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Anthony Joseph Alvaro (47)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Trium Pacific Corp. (48)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">120,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">120,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Cleo C. Allen (49)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">90,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">90,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Colleen Ostlund (50)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">90,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">90,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Ferguson Investments (51)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Gordon Holmes (52)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">600,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">McPherson Construction (53)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Rowena M. Santos (54)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Orca Capital GMBH (55)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Gregg J. Sedun (56)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">DNG Capital Corp. (57)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Ken Wong (58)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">GRF Consulting Corp. (59)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">120,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">120,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Violetta Holdings Ltd. (60)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Eric H. Hoesgen (61)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">97,500</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">97,500</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Roman Grodon (62)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Leighton Bocking (63)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Dennis Hoesgen (64)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">97,500</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">97,500</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Satwinder Mann (65)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Crestmont Invest Ltd. (66)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">0818940 B.C. Ltd. (67)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Don Simmons (68)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">75,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Tradewinds Investments (69)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Johanna Boomars (70)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Graeme Renton (71)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,050,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">1,050,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Kalla Holdings Ltd. (72)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Willie Goldman (73)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">750,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">750,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Patrick C. Lecky (74)(88)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Ramona Ambrozuk (75)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">60,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Hugh Graham Christie (76)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">DCT Holdings Ltd. (77)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">15,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">15,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Lyn Duke (78)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">150,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">William Majcher (79)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Deborah Paes-Braga (80)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">42,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">42,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Max Polinsky (81)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">30,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Luc Pelchat (82)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">22,500</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">22,500</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Sirius Acquisition Company Ltd. (83)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">28,500</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">28,500</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Daniel Sitnam (84)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">7,500</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">7,500</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Carol Vorberg (85)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">151,500</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">151,500</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Christopher Vorberg (86)(89)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">333,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">333,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="LEFT">Iridium Capital LLC (87)</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">2,300,000</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">2,300,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">NIl</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=2><P ALIGN="LEFT">Total</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=2><P ALIGN="CENTER">25,160,000</B></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=2><P ALIGN="CENTER">25,160,000</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" BGCOLOR="#ffffff">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" BGCOLOR="#ffffff">
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="CENTER">-19-</P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">(1)&nbsp;&nbsp;Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  </P>
<P ALIGN="JUSTIFY">(2)&nbsp;&nbsp;Represents the amount of shares that will be held by the selling stockholder after completion of this offering based on the assumptions that (a) all shares registered for sale by the registration statement of which this prospectus is part will be sold and (b) that no other shares of our common stock beneficially owned by the selling stockholders are acquired or are sold prior to completion of this offering by the selling stockholders.</P>
<P ALIGN="JUSTIFY">(3)&nbsp;&nbsp;The applicable percentage of ownership is based on 63,104,788 shares of our common stock issued and outstanding as of July 10, 2014.  In computing the percentage of common stock beneficially owned by a selling stockholder on July 10, 2014, (a) the numerator is the number of shares of common stock beneficially owned by such selling stockholder (including shares that it has the right to acquire within 60 days of July 10, 2014), and (b) the denominator is the sum of (i) the 63,104,788 shares outstanding on July 10, 2014 and (ii) the number of shares of common stock which such selling stockholder has the right to acquire within 60 days of July 10, 2014. </P>
<P ALIGN="JUSTIFY">(4)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(5)&nbsp;&nbsp;This figure includes 1,300,000 shares of common stock being offered by this prospectus and 650,000 shares of common stock underlying warrants being offered by this prospectus.  CuOro Resources Corp. (now named Rockshield Capital Corp.), is a publicly listed company on the Canadian Securities Exchange.  Mr. Marc Cernovitch is the CEO of Rockshield Capital Corp. and is such capacity holds voting and investment power over the shares held by Rockshield Capital Corp.</P>
<P ALIGN="JUSTIFY">(6)&nbsp;&nbsp;This figure includes 250,000 shares of common stock being offered by this prospectus and 125,000 shares of common stock underlying warrants being offered by this prospectus.  Michael Vukets or Karen Vukets or Christy Keast or Brett Vukets hold voting power over such shares and Michael Vukets and Riley Keast hold investment power over the shares held by 1348462 Ontario Ltd.</P>
<P ALIGN="JUSTIFY">(7)&nbsp;&nbsp;This figure includes 250,000 shares of common stock being offered by this prospectus and 125,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owners of Medalist Capital Ltd. are Branden Keast (30%), Riley Keast (30%), Stephen Sandusky (30%) and Michael Keast (10%).  Each of Branden Keast, Stephen Sandusky and Michael Keast hold voting and investment power over the shares held by Medalist Capital Ltd.</P>
<P ALIGN="JUSTIFY">(8)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Lakeside Trading Group S.A. is Taylor Housser.  Taylor Housser holds voting and investment power over the shares held by Lakeside Trading Group S.A.</P>
<P ALIGN="JUSTIFY">(9)&nbsp;&nbsp;This figure includes 300,000 shares of common stock being offered by this prospectus and 150,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Access Capital Corp. is Rob Anderson.  Rob Anderson holds voting and investment power over the shares held by Access Capital Corp.</P>
<P ALIGN="JUSTIFY">(10)&nbsp;&nbsp;This figure includes 950,000 shares of common stock being offered by this prospectus and 475,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of AlphaNorth Offshore Inc. is AlphaNorth Partners Fund Inc.  Steve Palmer holds voting and investment power over the shares held by AlphaNorth Offshore Inc.</P>
<P ALIGN="JUSTIFY">(11)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.  Steve Palmer holds voting and investment power over the shares held by AlphaNorth Partners Fund Inc.</P>
<P ALIGN="JUSTIFY">(12)&nbsp;&nbsp;This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being officer by this prospectus.  The beneficial owners of GMK Holdings Ltd. are Graham and Karen Harris.  Graham and Karen Harris both share voting and investment power over the shares held by GMK Holdings Ltd.</P>
<P ALIGN="JUSTIFY">(13)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.  Kurt Ostlund holds voting and investment power of such shares.</P>
<P ALIGN="JUSTIFY">(14)&nbsp;&nbsp;This figure includes 150,000 shares of common stock being offered by this prospectus and 75,000 shares of common stock underlying warrants being offered by this prospectus.  Porter Capital Management holds voting and investment power over the shares held by EDJ Limited.</P>
</FONT><FONT SIZE=3><P ALIGN="CENTER">-20-</P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">(15)&nbsp;&nbsp;This figure includes 850,000 shares of common stock being offered by this prospectus and 425,000 shares of common stock underlying warrants being offered by this prospectus.  Porter Capital Management holds voting and investment power over the shares held by Porter Partners, L.P.</P>
<P ALIGN="JUSTIFY">(16)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Luke Norman Consulting is Luke Norman.  Luke Norman holds voting and investment power over the shares held by Luke Norman Consulting.</P>
<P ALIGN="JUSTIFY">(17)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(18)&nbsp;&nbsp;This figure includes 850,000 shares of common stock being offered by this prospectus and 425,000 shares of common stock underlying warrants being offered by this prospectus.  Rob Ballard, an associate portfolio manager of Pathfinder Asset Management Limited,  holds voting and investment power over the shares held by Qtrade Securities Inc.</P>
<P ALIGN="JUSTIFY">(19)&nbsp;&nbsp;This figure includes 800,000 shares of common stock being offered by this prospectus and 400,000 shares of common stock underlying warrants being offered by this prospectus.  Rob Ballard, an associate portfolio manager of Pathfinder Asset Management Limited, holds voting and investment power over the shares held by Brant Investments Limited.</P>
<P ALIGN="JUSTIFY">(20)&nbsp;&nbsp;This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(21)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(22)&nbsp;&nbsp;This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(23)&nbsp;&nbsp;This figure includes 150,000 shares of common stock being offered by this prospectus and 75,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(24)&nbsp;&nbsp;This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(25)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(26)&nbsp;&nbsp;This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(27)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(28)&nbsp;&nbsp;This figure includes 500,000 shares of common stock being offered by this prospectus and 250,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(29)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(30)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(31)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(32)&nbsp;&nbsp;This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(33)&nbsp;&nbsp;This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(34)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(35)&nbsp;&nbsp;This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(36)&nbsp;&nbsp;This figure includes 600,000 shares of common stock being offered by this prospectus and 30,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Alpha Capital Ltd. is Peter Grut.  Peter Grut holds voting and investment power over the shares held by Alpha Capital Ltd.</P>
<P ALIGN="JUSTIFY">(37)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(38)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(39)&nbsp;&nbsp;This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(40)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(41)&nbsp;&nbsp;This figure includes 400,000 shares of common stock being offered by this prospectus and 200,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(42)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
</FONT><FONT SIZE=3><P ALIGN="CENTER">-21-</P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">(43)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.  Bruce McLeod is also deemed to beneficially own the 50,000 shares of common stock and the 25,000 shares of common stock underlying warrants held by his spouse, Grace McLeod.</P>
<P ALIGN="JUSTIFY">(44)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.  Grace McLeod is also deemed to beneficially own the 50,000 shares of common stock and the 25,000 shares of common stock underlying warrants held by her spouse, Bruce McLeod.</P>
<P ALIGN="JUSTIFY">(45)&nbsp;&nbsp;This figure includes 400,000 shares of common stock being offered by this prospectus and 200,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(46)&nbsp;&nbsp;This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(47)&nbsp;&nbsp;This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(48)&nbsp;&nbsp;This figure includes 80,000 shares of common stock being offered by this prospectus and 40,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Trium Pacific Corp. is Steven Tan.  Steven Tan holds voting and investment power over the shares held by Trium Pacific Corp.</P>
<P ALIGN="JUSTIFY">(49)&nbsp;&nbsp;This figure includes 60,000 shares of common stock being offered by this prospectus and 30,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(50)&nbsp;&nbsp;This figure includes 60,000 shares of common stock being offered by this prospectus and 30,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(51)&nbsp;&nbsp;This figure includes 400,000 shares of common stock being offered by this prospectus and 200,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Ferguson Investments is Colin Ferguson.  Colin Ferguson holds voting and investment power over the shares held by Ferguson Investments.</P>
<P ALIGN="JUSTIFY">(52)&nbsp;&nbsp;This figure includes 400,000 shares of common stock being offered by this prospectus and 200,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(53)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of McPherson Construction is Brad McPherson.  Brad McPherson holds voting and investment power over the shares held by McPherson Construction.</P>
<P ALIGN="JUSTIFY">(54)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(55)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Orca Capital GMBH is Jan Schimmer.  Jan Schimmer holds voting and investment power over the shares held by Orca Capital GMBH.</P>
<P ALIGN="JUSTIFY">(56)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(57)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of DNG Capital Corp. is Nick DeMare.  Nick DeMare holds voting and investment power over the shares held by DNG Capital Corp.</P>
<P ALIGN="JUSTIFY">(58)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(59)&nbsp;&nbsp;This figure includes 80,000 shares of common stock being offered by this prospectus and 40,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of GRF Consulting Corp. is Gary Freeman.  Gary Freeman holds voting and investment power over the shares held by GRF Consulting Corp.</P>
<P ALIGN="JUSTIFY">(60)&nbsp;&nbsp;This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Violetta Holdings Ltd. is David Malm.  David Malm holds voting and investment power over the shares held by Violetta Holdings Ltd.</P>
<P ALIGN="JUSTIFY">(61)&nbsp;&nbsp;This figure includes 65,000 shares of common stock being offered by this prospectus and 32,500 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(62)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(63)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(64)&nbsp;&nbsp;This figure includes 65,000 shares of common stock being offered by this prospectus and 32,500 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(65)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(66)&nbsp;&nbsp;This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Crestmont Invest Ltd. is Peter Grut.  Peter Grut holds voting and investment power over the shares held by Crestmont Invest Ltd.</P>
<P ALIGN="JUSTIFY">(67)&nbsp;&nbsp;This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of 0818940 B.C. Ltd. is Michael Wadkirch.  Michael Wadkirch holds voting and investment power over the shares held by 0818940 B.C. Ltd.</P>
<P ALIGN="JUSTIFY">(68)&nbsp;&nbsp;This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(69)&nbsp;&nbsp;This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owners of Tradewinds Investment are Cam Currie and Wendy Currie.  Cam Currie holds voting and investment power over the shares held by Tradewinds Investment.</P>
</FONT><FONT SIZE=3><P ALIGN="CENTER">-22-</P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">(70)&nbsp;&nbsp;This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(71)&nbsp;&nbsp;This figure includes 700,000 shares of common stock being offered by this prospectus and 350,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(72)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Kalla Holdings Ltd. is Antony Kalla.  Antony Kalla holds voting and investment power over the shares held by Kalla Holdings Ltd.</P>
<P ALIGN="JUSTIFY">(73)&nbsp;&nbsp;This figure includes 500,000 shares of common stock being offered by this prospectus and 250,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(74)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(75)&nbsp;&nbsp;This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(76)&nbsp;&nbsp;This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(77)&nbsp;&nbsp;This figure includes 10,000 shares of common stock being offered by this prospectus and 5,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of DCT Holdings Ltd. is Alistair MacLennan.  Alistair MacLennan holds voting and investment power over the shares held by DCT holdings Ltd.</P>
<P ALIGN="JUSTIFY">(78)&nbsp;&nbsp;This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(79)&nbsp;&nbsp;This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(80)</FONT><FONT SIZE=1>&nbsp;&nbsp;</FONT><FONT SIZE=1>This figure includes 28,000 shares of common stock being offered by this prospectus and 14,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(81)&nbsp;&nbsp;This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(82)&nbsp;&nbsp;This figure includes 15,000 shares of common stock being offered by this prospectus and 7,500 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(83)&nbsp;&nbsp;This figure includes 19,000 shares of common stock being offered by this prospectus and 9,500 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Sirius Acquisition Company Ltd. is Stewart Vorberg.  Stewart Vorberg holds voting an investment power over the shares held by Sirius Acquisition Company Ltd.</P>
<P ALIGN="JUSTIFY">(84)&nbsp;&nbsp;This figure includes 5,000 shares of common stock being offered by this prospectus and 2,500 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(85)&nbsp;&nbsp;This figure includes 101,000 shares of common stock being offered by this prospectus and 50,500 shares of common stock underlying warrants being offered by this prospectus.  </P>
<P ALIGN="JUSTIFY">(86)&nbsp;&nbsp;This figure includes 222,000 shares of common stock being offered by this prospectus and 111,000 shares of common stock underlying warrants being offered by this prospectus.</P>
<P ALIGN="JUSTIFY">(87)&nbsp;&nbsp;This figure includes 2,300,000 shares of common stock being offered by this prospectus.  The beneficial owner of Iridium Capital LLC is Clay Kahler.  Clay Kahler holds voting and investment power over the shares held by Iridium Capital LLC.</P>
<P ALIGN="JUSTIFY">(88)&nbsp;&nbsp;These shares are registered in the name of Canaccord Genuity Corp. for administrative purposes only.&nbsp; Canaccord Genuity Corp. represents that it does not have any discretion over the voting power or dispositive power of such shares.</P>
<P ALIGN="JUSTIFY">(89)&nbsp;&nbsp;These shares are registered in the name of Jordan Capital Markets Inc. for administrative purposes only.&nbsp; Jordan Capital Markets Inc. represents that it does not have any discretion over the voting power or dispositive power of such shares.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137294">PLAN OF DISTRIBUTION</A></P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY">Timing of Sales</P>
</B><P ALIGN="JUSTIFY">The Selling Stockholders may offer and sell the shares covered by this prospectus at various times. The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. </P>
<P ALIGN="CENTER">-23-</P>
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<B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Offering Price</P>
</B><P ALIGN="JUSTIFY">The Selling Stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common stock may be sold on the Canadian Securities Exchange or any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, or in transactions otherwise than on these exchanges or systems and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. </P>
<B><P ALIGN="JUSTIFY">Manner of Sale</P>
</B><P ALIGN="JUSTIFY">The shares may be sold by means of one or more of the following methods: </P><DIR>

<P ALIGN="JUSTIFY">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; </P>
<P ALIGN="JUSTIFY">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus; </P>
<P ALIGN="JUSTIFY">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ordinary brokerage transactions in which the broker solicits purchasers; </P>
<P ALIGN="JUSTIFY">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;through options, swaps or derivative; </P>
<P ALIGN="JUSTIFY">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;privately negotiated transactions; or </P>
<P ALIGN="JUSTIFY">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;in a combination of any of the above methods. </P></DIR>

<P ALIGN="JUSTIFY">The Selling Stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the Selling Stockholders, or, if any such broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with a Selling Stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer is unable to do so acting as agent for a Selling Stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the Selling Stockholder. Broker-dealers who acquire shares as principal may thereafter resell the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with resales of the shares, broker-dealers may pay to commissions or receive from commissions the purchasers of shares as described above. </P>
<P ALIGN="JUSTIFY">If our Selling Stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to the registration statement of which this prospectus forms a part, disclosing such arrangements, including the names of any broker dealers acting as underwriters.</P>
<P ALIGN="CENTER">-24-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">The Selling Stockholders and any broker-dealers or agents that participate with the Selling Stockholders in the sale of the shares may be deemed to be "underwriters" within the meaning of the Securities Act. In that event, any commissions received by 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 the Selling Stockholders may be 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.</P>
<B><P ALIGN="JUSTIFY">Sales Pursuant to Rule 144</P>
</B><P ALIGN="JUSTIFY">Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.</P>
<P ALIGN="JUSTIFY">Pursuant to Rule 144 of the Securities Act, a "shell company" is defined as a company that has: (i) no or nominal operations and (ii) either (A) no or nominal assets, (B) assets consisting solely of cash and cash equivalents, or (C) assets consisting of any amount of cash and cash equivalents and nominal other assets. We were a "shell company" pursuant to Rule 144 prior to the Transaction, and as such, Rule 144(i) provides that sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date on which this initial Form S-1 providing Form 10 level disclosure was filed with the Commission reflecting our status as an entity that is no longer a "shell company," which twelve-month period will elapse on July 12, 2015. </P>
<B><P ALIGN="JUSTIFY">Regulation M</P>
</B><P ALIGN="JUSTIFY">We have advised the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Accordingly, the Selling Stockholder is not permitted to cover short sales by purchasing shares while the distribution is taking place. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. In addition, we will make copies of this prospectus available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. </P>
<B><P ALIGN="JUSTIFY">State Securities Laws</P>
</B><P ALIGN="JUSTIFY">Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.</P>
<B><P ALIGN="JUSTIFY">Penny Stock Rules </P>
</B><P ALIGN="JUSTIFY">The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "institutional accredited investors." The term "institutional accredited investor" refers generally to those accredited investors who are not natural persons and fall into one of the categories of accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act, including institutions with assets in excess of $5,000,000. </P>
<P ALIGN="CENTER">-25-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">The 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 in a form required by the Securities and Exchange Commission, and impose a waiting period of two business days before effecting the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with 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. </P>
<P ALIGN="JUSTIFY">The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. </P>
<P ALIGN="JUSTIFY">These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. </P>
<B><P ALIGN="JUSTIFY">Expenses of Registration</P>
</B><P ALIGN="JUSTIFY">We are bearing all costs relating to the registration of the common stock. The Selling Stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137295">DESCRIPTION OF SECURITIES </A>TO BE REGISTERED</P>
</FONT><FONT SIZE=3><P ALIGN="LEFT">General</P>
</B><P ALIGN="JUSTIFY">Our authorized capital stock consists of an unlimited number of Class A common stock, without par value.  As of July 10, 2014, there were 63,104,788 shares of our Class A common stock issued and outstanding.</P>
<P ALIGN="JUSTIFY">As set forth above in the section of this prospectus entitled "Selling Stockholders", the registration statement of which this prospectus forms a part relates to the registration of 25,160,000 shares of our Class A common stock previously issued by us or issuable upon the exercise of warrants to the Selling Stockholders.</P>
<B><P ALIGN="JUSTIFY">Common Stock</P>
<I><P ALIGN="JUSTIFY">Class A common stock ("common stock")</P>
</B></I><P ALIGN="JUSTIFY">Holders of our common stock are entitled to receive notice of and attend any general meeting of the Company.  In addition, holders of our common stock shall have the right to vote at any such meeting on the basis one vote for each such share held.  </P>
<P ALIGN="JUSTIFY">Holders of our common stock shall, in the absolute discretion of the board of directors, be entitled to receive dividends as and when declared by the directors out of monies of the Company properly applicable to the payment of dividends.</P>
<P ALIGN="CENTER">-26-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company for the purpose of winding-up its affairs or upon a reduction of capital the holders of our common stock shall share equally, share for share, in the assets and property of the Company.</P>
<P ALIGN="JUSTIFY">Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.</P>
<B><P ALIGN="JUSTIFY">Dividend Policy</P>
</B><P ALIGN="JUSTIFY">We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137296">DESCRIPTION OF BUSINESS</A> </P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY">Corporate History</P>
</B><P ALIGN="JUSTIFY">We were incorporated on March 13, 2014 under the <I>Business Corporations Act </I>(British Columbia) (the "BCBCA") as "0996445 B.C. Ltd." On May 23, 2014, we changed our name to "Helius Medical Technologies, Inc." On June 2, 2014, we completed a continuation from being a corporation governed by BCBCA to a corporation governed by the Wyoming Business Corporation Act by way of a plan of arrangement.</P>
<P ALIGN="JUSTIFY">Our head office is located at 12 Penns Trail, Newtown, PA  18940. Our registered office and registered agent is located at CT Corporation System, 1712 Pioneer Ave., Ste. 120, Cheyenne, Wyoming  82001.</P>
<P ALIGN="JUSTIFY">We have two wholly-owned subsidiaries: 0995162 B.C. Ltd., which is incorporated in the Province of British Columbia, and NeuroHabilitation Corporation ("NHC"), which is incorporated in the State of Delaware.  On June 13, 2014, pursuant to the Transaction, HMT Mergersub, Inc., our wholly-owned subsidiary, merged with and into NHC under the Delaware General Corporation Law with NHC as the surviving corporation.</P>
<B><I><P ALIGN="LEFT">Acquisition of NHC and Concurrent Financing</P>
</B></I><P ALIGN="JUSTIFY">On June 13, 2014, we acquired a 100% interest in NHC (the "Transaction") pursuant to an agreement and plan of merger among us, HMT Mergersub, Inc., our wholly-owned subsidiary, and NHC dated June 6, 2014.  Pursuant to the terms of the Transaction, HMT Mergersub, Inc. and NHC merged under the Delaware General Corporation Law with NHC as the surviving corporation and all of the common shares in the capital of NHC were cancelled. In consideration for the cancellation of the outstanding common shares of NHC each shareholder of NHC received that number of shares of our common stock determined by multiplying the number of NHC common shares held by such shareholder by 16.0350261.  Pursuant to the Transaction, we issued an aggregate of 35,300,083 shares of our common stock to the former shareholders of NHC and as a result of the Transaction NHC became our wholly-owned subsidiary.  The Transaction constituted a reverse take-over of us by NHC.  Prior to the acquisition of NHC we had no active business.</P>
<P ALIGN="JUSTIFY">In connection with the Transaction, we completed a non-brokered private placement financing of CDN$7.62 million (the "Concurrent Financing") by issuing 15.24 million subscription receipts (the "Subscription Receipts").  Pursuant to their terms, each Subscription Receipt automatically converted into one unit of the Company (a "Concurrent Financing Unit") upon satisfaction of certain escrow release conditions, including the completion of the Transaction.  Each Concurrent Financing Unit consisted of </P>
<P ALIGN="CENTER">-27-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">one share of our common stock (a "Concurrent Financing Share") and one-half of one share purchase warrant (each whole warrant being, a "Concurrent Financing Warrant") exercisable at CDN$1.00 per share for a period of two years.  In connection with the Concurrent Financing, we paid aggregate finders' fees of $412,200 and issued 824,000 warrants (the "Finder Warrants"). Each Finder Warrant is exercisable at CDN$1.00 per share for a period of two years. </P>
<B><I><P ALIGN="JUSTIFY">General Development of the Business of NHC</P>
</B></I><P ALIGN="JUSTIFY">NHC is a Delaware company, incorporated on January 22, 2013, which is involved in the medical device industry. In January 2013, NHC entered into an exclusive right agreement whereby Advanced Neuro-Rehabilitation LLC ("ANR") granted NHC exclusive worldwide rights to ANR's patents, trade secrets and knowhow, including a patent pending technology that will enable the first non-invasive means for delivering neurostimulation through the oral cavity (the "PoNS<SUP>TM</SUP>") in exchange for 50% equity in NHC and a 4% royalty of NHC's revenue collected from (1) the sale of products covered by any claim of the patent rights (the "Devices") to end users and (2) services related to the therapy or use of the Devices in therapy services.</P>
<P ALIGN="JUSTIFY">On February 1, 2013, NHC, as cooperator, signed a collaborative research and development agreement (the "CRADA") with Advanced NeuroRehabilitation, LLC, as the background patent owner, Yuri Danilov, Mitchell Tyler and Kurt Kaczmarek, as the inventors, and the U.S. Army Medical Material Agency and the U.S. Army Medical Material Development Activity. Pursuant to the CRADA agreement, the U.S. Armed Forces is called to fund, manage and provide regulatory oversight associated with the clinical effort necessary to secure the U.S. Food and Drug Administration (the "FDA") clearance and approval. NHC is currently in the process of seeking de-novo 510(k) clearance from the FDA for the treatment of balance and disorders related to traumatic brain injury ("TBI"). Once the safety and efficacy of the technology is established, NHC intends to commercialize the technology.  </P>
<P ALIGN="JUSTIFY">Following completion of research, product strategy and concept generation, we intend to complete the concept development and design development phases. </P>
<B><P ALIGN="JUSTIFY">Business of the Company</P>
</B><P ALIGN="JUSTIFY">The brain's ability to recognize its operation in response to new information sources, new functional needs, or new communication pathways is referred to as Neuroplasticity. Neuroplasticity is a process underlying all cerebral learning, training, and rehabilitation. Neuromodulation is the use of external tactile stimulation to intentionally change and regulate the internal electrochemical environment of the brain. </P>
<P ALIGN="JUSTIFY">Traditional rehabilitation interventions have typically involved medication and various forms of therapies, including physical therapy. In a non-controlled clinical setting, the PoNS<SUP>TM</SUP> device, when combined with physical or cognitive therapy designed to overcome the identified symptoms, has been shown to significantly improve and sustain functional rehabilitation to address brain dysfunction from traumatic, degenerative, developmental, chemical, or unknown origins. The device, in conjunction with physical or cognitive therapy, has shown anecdotal positive results in a great majority of patients. </P>
<B><I><P ALIGN="JUSTIFY">(a) Business Objectives</P>
</B></I><P ALIGN="JUSTIFY">Our management team's goal is to make us the first company with a patented, FDA approved, non-invasive device and therapy for the treatment of balance and disorders related to traumatic brain injury. </P>
<P ALIGN="JUSTIFY">The principal business carried on and intended to be carried on by us is to complete the device design and manufacturing phase of PoNS<SUP>TM</SUP>, a patent pending technology that we believe will enable the first non-invasive means for delivering neurostimulation through the oral cavity.</P>
<P ALIGN="CENTER">-28-</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT">Over the next 12-month period, we intend to: </P><DIR>

<P ALIGN="LEFT">i.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;complete the pilot efficacy trial; <BR>
ii.     complete pilot trial in Multiple Sclerosis<BR>
iii.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;complete the device design and manufacturing phase; <BR>
iv.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;continue development of our intellectual property; <BR>
v.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;drive the completion of international registration; and<BR>
vi.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;create a physical therapy support network.</P></DIR>

<B><I><P ALIGN="JUSTIFY">(b) Significant Events or Milestones</P>
</B></I><P ALIGN="JUSTIFY">The principal milestones that must be met for us to accomplish our stated business objectives, described above, are in Canadian Dollars as follows: <B> </P>
</FONT><P ALIGN="JUSTIFY"></P></B>
<TABLE BORDER=0 CELLSPACING=0 WIDTH=631>
<TR><TD WIDTH="44%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Milestone</B></FONT></TD>
<TD WIDTH="29%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Target Date</B></FONT></TD>
<TD WIDTH="27%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Estimated Cost </B></FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Completion of pilot efficacy trial in TBI</FONT></TD>
<TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Months 1 - 12</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$242,000</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Pilot trial in Multiple Sclerosis</FONT></TD>
<TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Months 1 - 12</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$538,000</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">To complete Phase 3 and 4 of the design and production process as described below</FONT></TD>
<TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Months 1 - 12</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$3,750,000</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">To create technology development framework with partner Intellectual Property firm to create Intellectual Property on an ongoing basis</FONT></TD>
<TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Months 1 - 12</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$495,000</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">To develop international regulatory submission package and drive submission to Health Canada parallel to the US submission</FONT></TD>
<TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Months 1-12</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$247,000</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">To develop partnership with national suppliers in the physical therapy support network</FONT></TD>
<TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Months 1-12</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$150,000</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">To develop certification plan for Physical Therapy Centers</FONT></TD>
<TD WIDTH="29%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Months 1 -12</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$172,000</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="LEFT">TOTAL</B></FONT></TD>
<TD WIDTH="29%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$5,594,000</FONT></TD>
</TR>
</TABLE>

<B><I><FONT SIZE=3><P ALIGN="JUSTIFY">(c) Total Funds Available (in Canadian Dollars)</P>
</B></I><P ALIGN="JUSTIFY">As at May 31, 2014, the Company and NHC had combined working capital of approximately $(338,963).  On June 13, 2014, upon conversion of the Subscription Receipts pursuant to the Concurrent Financing we received net proceeds of $7,207,800. The estimated costs of the Transaction are approximately $300,000. As such, our total available funds are approximately $6,568,837. </P>
<P ALIGN="JUSTIFY">We intend to fund ongoing activities by utilizing current cash and cash equivalents and by raising additional capital though equity or debt financings. There can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to us. If </P>
<P ALIGN="CENTER">-29-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">we are unable to raise sufficient additional capital, we may be compelled to reduce the scope of our operations and planned capital expenditure or sell certain assets, including intellectual property assets.</P>
<B><I><P ALIGN="JUSTIFY">(d) Purpose of Funds (in Canadian Dollars)</P></B></I></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=500>
<TR><TD WIDTH="62%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Use of Proceeds</B></FONT></TD>
<TD WIDTH="38%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Funds to be Expended</B></FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Completion of pilot efficacy trial in TBI</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$242,000</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Pilot trial in Multiple Sclerosis</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$538,000</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Design and manufacturing development</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$3,750,000</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Intellectual property development </FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$495,000</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Completion of international registration</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$247,000</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Market shaping activities</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$322,000</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">G&amp;A expenses</FONT></TD>
<TD WIDTH="38%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$870,000</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="BOTTOM" HEIGHT=34>
<FONT SIZE=2><P ALIGN="LEFT">Unallocated working capital </FONT></TD>
<TD WIDTH="38%" VALIGN="BOTTOM" HEIGHT=34>
<FONT SIZE=2><P ALIGN="CENTER">$104,837</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="LEFT">Total</B></FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">$6,568,837</B></FONT></TD>
</TR>
</TABLE>

<B><I><FONT SIZE=3><P ALIGN="JUSTIFY">(e) Principal Products or Services</P>
</I><U><P ALIGN="LEFT">Device Description</P>
</B></U><I><P ALIGN="LEFT">Physical Construction and User Interface</P>
</I><P ALIGN="JUSTIFY">The portable neuromodulation stimulator (PoNS(TM)) version 2.2 device is an electrical pulse generator that delivers controlled electrical stimulation to the tongue. Pulses are generated and controlled by commercially available counter, timer, and wave-shaping electronic components. The components are mounted to a single printed circuit board (Figure 1 and Figure 2). The circuit board contains 143 gold-plated electrodes that contact the tongue. A rechargeable lithium- polymer battery with built-in charge safety circuitry provides power.</P>
<B><P ALIGN="LEFT">Figure 1: Top of the PoNS Neuro-stimulator board</P>
</B></FONT><P ALIGN="LEFT"></P>
<P ALIGN="LEFT"><IMG SRC="image405.gif" WIDTH=328 HEIGHT=196></P>
<FONT SIZE=3><P ALIGN="CENTER">-30-</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">Figure 2: Bottom of the PoNS(TM) Neuro-stimulator board </P>
</B></FONT><P ALIGN="LEFT"></P>
<P ALIGN="LEFT"><IMG SRC="image406.gif" WIDTH=324 HEIGHT=227></P>
<P ALIGN="JUSTIFY"></P>
<B><FONT SIZE=3><P ALIGN="JUSTIFY">Figure 3: Photographs of the PoNS(TM) Neuromodulation Stimulator Being Investigated in Conjunction with Physical Therapy for the Treatment of Balance and Gait Disorders.</P>
</B></FONT><P ALIGN="JUSTIFY"><IMG SRC="image419.jpg" WIDTH=256 HEIGHT=213></P>
<P ALIGN="JUSTIFY"><IMG SRC="image420.jpg" WIDTH=259 HEIGHT=225></P>
<FONT SIZE=3><P ALIGN="JUSTIFY">The device is held lightly in place by the lips and teeth around the neck of the tab that goes into the mouth and rests on the anterior, superior part of the tongue. The paddle-shaped tab of the device has a hexagonally patterned array of 143 gold-plated circular electrodes (1.50 mm diameter, on 2.34 mm centers) that is created by a photolithographic process used to make printed circuit boards. It uses low-level electrical current to stimulate the lingual branch projections of at least two cranial nerves in the anterior tongue through the gold-plated electrodes. Device function is user-controlled by four buttons: On, Off, Intensity 'Up', and Intensity 'Down'. </P>
<P ALIGN="JUSTIFY">While the voltage and pulse timing to each electrode are programmed into the device and cannot be altered, the subject adjusts the stimulus intensity with a pair of buttons. At any instant in time, one of the electrodes in each of the nine sectors on the array is delivering stimulation while the remaining electrodes serve as the current return path to ground. The sensation produced by the array is similar to the feeling of drinking a carbonated beverage. The biphasic waveform is specifically designed to ensure zero net DC current to minimize the potential for tissue irritation. </P>
<P ALIGN="CENTER">-31-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">When the PoNS(TM) device is turned off, the intensity setting automatically resets to zero. Upon first introduction to the device stimulation, subjects are instructed to press the "Up" intensity button (approximately 35-45 times, or press and hold it for approximately 4-5 seconds) to reach sensation threshold. Subjects will frequently notice that the sensation intensity decreases 2-4 minutes after stimulation onset. This sensation is normal and attributable to sensory adaptation. Subjects are instructed to simply increase the sensation level to return to the predetermined perceptual midpoint of their individual perceptual dynamic range. This procedure can be considered comparable to titrating a drug dosage according to a desired blood level so that the percept (and to a first approximation the neurophysiological impact) is held invariant.  </P>
<P ALIGN="JUSTIFY">The PoNS(TM) device was designed and developed in the Tactile Communication and Neurorehabilitation Laboratory (TCNL), Department of Biomedical Engineering, University of Wisconsin-Madison in Madison, Wisconsin. The printed circuit board and electrodes are fabricated by Advanced Circuits (based in Aurora, Colorado), surface-mounted integrated circuit components are assembled by a commercial electronics assembler, and packaging is performed by Simplex Electronics (based in Middleton, Wisconsin). Final inspection, verification, and epoxy encapsulation are performed at the TCNL by the investigators or designees. </P>
<I><P ALIGN="JUSTIFY">Part of the Body or Type of Tissue to Which Applied or with Which the Device Is Interacting</P>
</I><P ALIGN="JUSTIFY">The PoNS(TM) device is placed in the mouth and held lightly in place by the lips and teeth around the neck of the tab that goes into the mouth and rests on the anterior, superior part of the tongue. The hexagonally patterned array of 143 gold-plated circular electrodes uses low-level electrical current to stimulate the lingual projections of two cranial nerves in the anterior tongue.</P>
<I><P ALIGN="JUSTIFY">Frequency of Use</P>
</I><P ALIGN="JUSTIFY">To date, the intervention model that has been investigated most thoroughly is an intensive twice-daily treatment with a physical therapist for 2 weeks, followed by a period of 12 weeks of at-home twice-daily use with weekly reporting and monthly follow-up visits to the University of Wisconsin-Madison research team. A typical 12-week program is shown in Table 1.  During the 2-week in-lab program, subjects are also expected to train on weekends and to perform the second breathing awareness training in the evening approximately 1-2 hours before bed.  Each session with the device lasts 20 minutes. </P>
<P ALIGN="LEFT">Table 1: Typical Study Event Timeline for Cranial Nerve Noninvasive Neuromodulation Treatment Conducted to Date Using the PoNS(TM) Device</P>
<P ALIGN="CENTER">-32-</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT"></P></FONT>
<TABLE BORDER=0 CELLSPACING=1 BORDERCOLOR="#000000" WIDTH=585>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="58%" VALIGN="TOP" COLSPAN=4 HEIGHT=24><DIR>
<DIR>
<DIR>
<DIR>

<FONT SIZE=3><P ALIGN="LEFT">Visit / Follow Up Interval</DIR>
</DIR>
</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=73>
<FONT SIZE=3><P ALIGN="LEFT">Treatment  Day/<BR>
period</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=73>
<FONT SIZE=3><P ALIGN="CENTER">Day (-7) to<BR>
Day 0</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=73><DIR>

<FONT SIZE=3><P ALIGN="LEFT">First<BR>
Day</DIR>
</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=73><DIR>

<FONT SIZE=3><P ALIGN="LEFT">Treatment<BR>
2x/Day for<BR>
2 Weeks</DIR>
</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=73><DIR>

<FONT SIZE=3><P ALIGN="LEFT">Last PM of 2-Week Treatment</DIR>
</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=73>
<FONT SIZE=3><P ALIGN="CENTER">1 Day in-lab after 4, 8 &amp; 12<BR>
Weeks at<BR>
Home</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Screening</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=21><DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=21><P></P></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=3><P ALIGN="LEFT">Informed<BR>
Consent, discussion</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=36><DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=36><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=36><P></P></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=36><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=36><P></P></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=52>
<FONT SIZE=3><P ALIGN="LEFT">Demographics, History &amp; Physical</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=52><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=52><DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=52><P></P></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=52><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=52><P></P></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Baseline Testing</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=21><DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=21><P></P></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Treatment</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=21><DIR>
<DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=21><DIR>
<DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</DIR>
</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Post Testing</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=21><DIR>
<DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=21><DIR>
<DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</DIR>
</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=3><P ALIGN="LEFT">Adverse events recording</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=36><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=36><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=36><DIR>
<DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=36><DIR>
<DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=36><DIR>
<DIR>

<FONT SIZE=3><P ALIGN="CENTER">X</DIR>
</DIR>
</FONT></TD>
</TR>
</TABLE>

<I><FONT SIZE=3><P ALIGN="JUSTIFY">Proposed Inprovements to PoNS<SUP>TM</P>
</I></SUP><P ALIGN="JUSTIFY">The registrational clinical trials for FDA approval is anticipated to be performed with the PoNS(TM) 4.0 device.  While it is expected to deliver the exact same stimulation to the patient it is expected to be considerably improved ergonomically and more feature laden than the existing PoNS(TM) 2.2 device.  Table 2 lists the similarities and differences between the current PoNS(TM) device (version 2.2) and the planned, commercially marketed version of PoNS(TM) (version 4.0). Version 2.2 is hand-built in low quantities and is not produced in strict compliance with good manufacturing practices (GMPs). Version 4.0 is anticipated to be produced in accordance with the GMPs and is expected to have some additional features that the current version does not have. </P>
<P ALIGN="LEFT">Table 2: Characteristics of the Current Investigational Version of the PoNS(TM) Device (Version 2.2) and the Proposed Future Marketed Version (Version 4.0)</P>
<P ALIGN="LEFT"></P></FONT>
<TABLE BORDER=0 CELLSPACING=1 BORDERCOLOR="#000000" WIDTH=636>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=54><P></P></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=54><DIR>
<DIR>
<DIR>

<B><FONT SIZE=3><P ALIGN="LEFT">PoNS(TM) Version 2.2 (current version)</DIR>
</DIR>
</DIR>
</B></FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=54><DIR>
<DIR>

<B><FONT SIZE=3><P ALIGN="LEFT">PoNS(TM) Version 4.0 (future marketed version)</DIR>
</DIR>
</B></FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3 HEIGHT=26><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<B><FONT SIZE=3><P ALIGN="CENTER">Similarities</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</B></FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=98>
<FONT SIZE=3><P ALIGN="LEFT">Waveform, modulation, voltage, currenta</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=98>
<FONT SIZE=3><P ALIGN="LEFT">Triplets of 0.4 - 60 &#181;s wide pulses at 5 ms intervals (ie, 200 Hz) every 20 ms (50 Hz), with operational limits of 19V (max) on the tongue (a nominal 5-7 k- ohm load)</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=98>
<FONT SIZE=3><P ALIGN="LEFT">Triplets of 0.4 - 60 &#181;s wide pulses at 5 ms intervals (ie, 200 Hz) every 20 ms (50 Hz), with operational limits of 19V (max) on the tongue (a nominal 5-7 k- ohm load)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3 HEIGHT=21><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<B><FONT SIZE=3><P ALIGN="CENTER">Differences</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</B></FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=37>
<FONT SIZE=3><P ALIGN="LEFT">Mouthpiece</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=37>
<FONT SIZE=3><P ALIGN="LEFT">Fixed, service life unspecified</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=37>
<FONT SIZE=3><P ALIGN="LEFT">Changeable (proposed), service life fixed</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=3><P ALIGN="LEFT">Interface</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=3><P ALIGN="LEFT">None</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=3><P ALIGN="LEFT">Therapeutic information, treatments, reminders, compliance</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Data logging</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">None</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Yes</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Data communications</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">None</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Yes (I/O to be determined)</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=3><P ALIGN="LEFT">Electronics</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=3><P ALIGN="LEFT">Discrete, integrated circuit timers</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=3><P ALIGN="LEFT">Commercially available embedded Microcontroller</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Housing</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Low volume machined</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="LEFT">Custom molded</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="LEFT">In both versions of the device the nature of the electrical stimulus is identical.</P>
<P ALIGN="JUSTIFY">The proposed additional functionality of data logging and data communications for the PoNS(TM) version 4.0 device addresses two primary stakeholder needs:</P>
<P ALIGN="CENTER">-33-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>

<UL>
<P ALIGN="JUSTIFY"><LI>To provide the patient with useful/informative information about their therapy, such as a reminder to conduct therapy, time remaining during therapy, and ready status of the device (e.g. charge level).</LI></P></UL>

<P ALIGN="LEFT"></P>

<UL>
<P ALIGN="JUSTIFY"><LI>To provide the overseeing clinician with information concerning patient compliance with unsupervised (e.g. at home) therapy. This can enable adjustments to training and therapy that may help improve compliance and outcomes.</LI></P></UL>

<B><P ALIGN="LEFT">Figure 4:  Design Evolution from PoNS(TM) 2.2 to PoNS(TM) 4.0</P>
</B></FONT><P ALIGN="CENTER"><IMG SRC="image407.gif" WIDTH=407 HEIGHT=351></P>
<FONT SIZE=3><P ALIGN="JUSTIFY"></P>
</FONT><P ALIGN="CENTER"><IMG SRC="image408.gif" WIDTH=399 HEIGHT=292></P>
<FONT SIZE=3><P ALIGN="CENTER">-34-</P>
<B><P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
</B><I><P ALIGN="LEFT">Safety Profile for the PoNS(TM) Device</P>
</I><P ALIGN="JUSTIFY">We believe that the risks associated with the PoNS(TM) device are not significant, based on, among things, the following:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>The FDA has suggested the PoNS(TM) device is to be submitted as a de-novo class II device (i.e. non-significant risk device)</LI></P>
<P ALIGN="JUSTIFY"><LI>Four separate Internal Review Boards (IRBs) from leading universities have deemed the PoNS(TM) device as a device with "non-significant risk" and thus cleared clinical protocol without having received FDA approval.</LI></P>
<P ALIGN="JUSTIFY"><LI>An estimated 1,500 patients have been treated worldwide with no reports of adverse events over the last 7 years.</LI></P></UL>

<B><U><P ALIGN="JUSTIFY">Specialized Skills and Knowledge</P>
</B></U><P ALIGN="JUSTIFY">The Tactile Communication and Rehabilitation Laboratory in Madison, Wisconsin (https://tcnl.bme.wisc.edu) was founded by the three inventors and intellectual property holders of the PoNS(TM) device (subsequently licensed exclusively to NHC): Dr. Mitch Tyler, Dr. Yuri Danilov, and Dr. Kurt Kaczmarek.  Between them they have over 70 years of neuro-rehabilitation expertise.  They are founders, directors and scientific advisors of NHC. </P>
<B><U><P ALIGN="JUSTIFY">Intellectual Property</P>
</B></U><P ALIGN="JUSTIFY">The intellectual property relating to the PoNS<SUP>TM</SUP> device is the subject of U.S. Patent Application 12/348301 and Provisional Patent Application 61/019,061 (the "Patent Rights").  The Patent Rights include one XYZ claim and 22 method claims, which cover a device in the form of a mouth piece that non-invasively delivers neurostimulation to the brain stem via the trigeminal nerve.  Advanced NeuroRehabilitation, LLC ("ANR"), a significant shareholder of the Company, holds interests in the Patent Rights pursuant to an exclusive<B> </B>license from the inventors.  </P>
<P ALIGN="JUSTIFY">Pursuant to an amended and restated sublicense agreement (the "Sublicense Agreement"), ANR has granted NHC a worldwide, exclusive license to make, have made, use, lease and sell devices utilizing the Patent Rights.  In addition, ANR has agreed that ownership of any improvements, enhancements or derivative works of the Patent Rights which are developed by NHC or ANR shall be owned by NHC, provided that if NHC decides not to patent such improvements, ANR may choose to pursue patent rights independently.  Pursuant to the Sublicense Agreement, NHC has agreed to pay ANR royalties equal to 4% of NHC's revenues collection from the sale of devises covered by the Patent Rights and services related to the therapy or use of devises covered by the Patent Rights in therapy services.  On June 6, 2014, NHC and ANR entered into a second amended and restated sublicense agreement (the "Second Sublicense Agreement"), which acknowledges the Agreement and Plan of Merger pursuant to which NHC will be merged with and into our wholly-owned subsidiary, HMT Mergersub, Inc. whereby NHC will be the surviving entity as a wholly-owned subsidiary of us, and includes us as well as any affiliate of NHC or us with respect to a certain termination provision and the restriction on sub-licensing.</P>
<P ALIGN="JUSTIFY">The license of the Patent Rights are subject to the right of the Government of the United States, which funded certain research relating to the development of the PoNS<SUP>TM</SUP> device, to a nonexclusive, non-transferable, irrevocable, paid-up license to use the Patent Rights for governmental purposes.  In addition, NHC has granted a perpetual, royalty-free license to the Patent Rights back to ANR for non-profit research and development activities which do not compete with NHC's business and to produce and </P>
<P ALIGN="CENTER">-35-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">derive revenues from devices and services in connection with investigational uses of the PoNS<SUP>TM</SUP> device and related technology. </P>
<P ALIGN="JUSTIFY">The license of the Patent Rights is also subject to the terms of the CRADA agreement.  Pursuant to the CRADA agreement, the U.S. Army Medical Research and Material Command (USAMRMC) will be the sponsor of the regulatory application for the PoNS<SUP>TM</SUP> technology until the application is cleared or approved by the FDA, at which point USAMRMC will transfer such clearance or approval to us. After transfer of the regulatory application to us, in the event that we are not willing or able to commercialize the technology within two years from the expiration of this CRADA, we are required to transfer possession, ownership and sponsorship/holdership of the regulation application, regulatory correspondence and supporting regulatory information related technology to USAMRMC and grant the U.S. Government a non-exclusive, irrevocable license to any patent, copyright, data rights, proprietary information or regulatory information for the U.S. Government to commercialize the technology.</P>
<P ALIGN="JUSTIFY">We anticipate receiving final adjudication with respect to the Patent Rights from the United States Patent and Trademark Office by mid to late 2014.  In addition, we intend to file applications through the Patent Cooperation Treaty process to attempt to gain patent protection in all 148 treaty countries and also intend to hire an intellectual property firm to help drive our intellectual property strategy and patent portfolio.</P>
<B><I><P ALIGN="JUSTIFY">(f) Production and Sales</P>
</I><U><P ALIGN="JUSTIFY">Design and Manufacturing Development</P>
</B></U><P ALIGN="JUSTIFY">NHC will subcontract the design and build of the PoNS(TM) device to Ximedica (based in Providence, Rhode Island), a contract manufacturer that was chosen after an exhaustive procurement process.  The inherent design of the product makes it an ideal product for contract manufacturing.  NHC patents, trade secrets and know-how are expected to be shared with Ximedica on a confidential, need to know basis.  The system will require some very light assembly and labeling that is expected to be done by Ximedica.  Ximedica is a registered medical device manufacturer certified to ISO 13485 and in good standing with the FDA.  </P>
<P ALIGN="JUSTIFY">Based on a monthly forecast from NHC, Ximedica will build to stock, warehouse and ship product to the customer as well has handle all customer service related tasks including, order entry, order management and product warranty responsibility.  NHC expects to retain responsibility for sales, marketing, R&amp;D and all back office operations including customer service.  At this stage, NHC anticipates the primary delivery points will be regional military centers and national physical therapy centers.  </P>
<P ALIGN="JUSTIFY">Ximedica was selected following a thorough procurement process to find a device design and manufacturing partner.  NHC engaged Clinvue, who specialize in the design development project management, to assist with the procurement process. Clinvue was responsible for:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>ethnographic research for all stakeholders (patient, physical therapists, caregivers, health professionals);</LI></P>
<P ALIGN="JUSTIFY"><LI>the procurement selection process for finding device design and manufacturing partner; and</LI></P>
<P ALIGN="JUSTIFY"><LI>generation of the product specifications document to drive device design and manufacturing.</LI></P></UL>

<P ALIGN="LEFT">Under the Commercial Development-to-Supply Program between Ximedica, LLC and NHC, dated October 25, 2013, Ximedica' s responsibilities will include: </P>

<UL>
<P ALIGN="JUSTIFY"><LI>designing the commercial device following their proven design development process;</LI></P>
<P ALIGN="JUSTIFY"><LI>developing the manufacturing process and completing the initial manufacturing of the device (their facility can produce PoNS(TM) units in quantities of tens of thousands per year); and</LI></P>
<P ALIGN="JUSTIFY"><LI>developing the quality control process.</LI></P></UL>

<P ALIGN="CENTER">-36-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">Once larger industrial quantities will be required, NHC plans to take over the manufacturing and quality control process.</P>
<I><P ALIGN="LEFT">Components</P>
</I><P ALIGN="JUSTIFY">The existing PoNS(TM) 2.2 device is not a commercial product, but it delivers the therapy effectively.</P>
<P ALIGN="JUSTIFY">The design and manufacturing development process has estimate at this stage of its development that NHC will be able to produce the PoNS(TM) device at a cost of $150 per device controller in quantities in the tens of thousands and at under $100 for quantities in the hundreds of thousands.  The electronic array that delivers the tongue stimulation is estimated to be designed and manufactured for $25 per unit.</P>
<I><P ALIGN="JUSTIFY">U.S. Armed Forces</P>
</I><P ALIGN="JUSTIFY">Pursuant to the terms of the collaborative research and development agreement (the "CRADA") between NHC, as the cooperator, ANR, as the background patent owner, Yuri Danilov, Mitchell Tyler and Kurt Kaczmarek, as the inventors, and the U.S. Army Medical Material Agency ("USAMMA") and the U.S. Army Medical Material Development Activity ("USAMMDA"), the parties agreed to the following responsibilities with respect to the development of the PoNS<SUP>TM </SUP>device.</P>
<I><P ALIGN="LEFT">U.S. Armed Forces Responsibilities:</P>

<UL>
</I><P ALIGN="JUSTIFY"><LI>Serve as the regulatory sponsor of the PoNS<SUP>TM </SUP>device<SUP> </SUP>for all formal and informal interactions with the FDA necessary to gain FDA clearance/approval, to include the initial 513 (g) submission.</LI></P>
<P ALIGN="JUSTIFY"><LI>Supply the facilities and personnel to execute and/or oversee the execution of clinical studies of the device for FDA clearance/approval in support of an intended use of the PoNS(TM) device for the treatment of soldiers suffering from balance and gait disorders, by providing the following services:</LI></P>

<UL>
<P ALIGN="JUSTIFY"><LI>clinical trial monitoring,</LI></P>
<P ALIGN="JUSTIFY"><LI>full biostatical support,</LI></P>
<P ALIGN="JUSTIFY"><LI>data management oversight,</LI></P>
<P ALIGN="JUSTIFY"><LI>product technical oversight,</LI></P>
<P ALIGN="JUSTIFY"><LI>safety pharmacovigilance and reporting to FDA,</LI></P>
<P ALIGN="JUSTIFY"><LI>device qualification/validation, and</LI></P>
<P ALIGN="JUSTIFY"><LI>testing plan for release of devices.</LI></P></UL>

<P ALIGN="JUSTIFY"><LI>Conduct assessments of the manufacturing facility and assist/advise facility in meeting FDA manufacturing requirements.</LI></P>
<P ALIGN="JUSTIFY"><LI>Aid in designing the clinical protocols to study the PoNS(TM) device as an adjunct to specialized physical therapy in patients with balance and gait disorders.</LI></P>
<P ALIGN="JUSTIFY"><LI>Provide advice and expertise on all Army administrative protocols and approvals to execute the studies with military personnel, reservists, and/or veterans.</LI></P>
<P ALIGN="JUSTIFY"><LI>Prepare and submit the necessary regulatory filings for FDA to secure regulatory clearance or approval, after which such clearance/approval will be transferred to NHC. </LI></P>
<P ALIGN="JUSTIFY"><LI>Ensure NHC receives copies of all formal and informal communications with FDA related to the PoNS(TM) device.</LI></P></UL>

<P ALIGN="CENTER">-37-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<I><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">NHC Responsibilities:</P>

<UL>
</I><P ALIGN="JUSTIFY"><LI>Complete the commercial design, including ergonomics (e.g. user controls, comfort), and design for improved manufacturability, reliability, and field support and regulatory testing to comply with the FDA regulations for such devices.</LI></P>
<P ALIGN="JUSTIFY"><LI>Work collaboratively with the Army personnel to supply all the technical specifications, documentation and any other information required to address FDA requests on the pathway to obtaining FDA clearance/approval of the PoNS(TM) device.</LI></P>
<P ALIGN="JUSTIFY"><LI>Finalize the commercial design of the PoNS(TM) device so that the devices would be commercially available to the Army should the results of the study be positive.</LI></P>
<P ALIGN="JUSTIFY"><LI>Identify and engage a commercial manufacturer post-FDA clearance of the device to produce the device for purchase by the U.S. Army. </LI></P></UL>

<P ALIGN="JUSTIFY">The US armed forces were interested in signing the CRADA because of the very high incidence of Traumatic Brain Injury (TBI) in soldiers and the fact that there is virtually no treatment available for those soldiers who suffer from chronic sequelae from their TBI.  Incidence of TBI in the U.S. armed forces numbers 30,000 per year in the active duty personnel and over 600,000 retired soldiers have a diagnosis of TBI in the Veteran's Administration (the "VA").</P>
<P ALIGN="JUSTIFY">The U.S. Army has indicated that it is committed to supplying PoNS(TM) devices to the personnel who need it post FDA approval. NHC estimates that between the active duty soldiers and the VA retired soldiers that the army will purchase 23,000 units in the first 18 months of sales. </P>
<P ALIGN="JUSTIFY">Once the U.S. Army helps NHC get its first indication for balance and disorder in TBI they have committed to pursue four other indications that are most burdensome in terms of cost in the active duty and VA personnel:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>Tinnitus;</LI></P>
<P ALIGN="JUSTIFY"><LI>Post-Traumatic Stress Disorder;</LI></P>
<P ALIGN="JUSTIFY"><LI>Sleep regulation; and</LI></P>
<P ALIGN="JUSTIFY"><LI>Pain (headache) relief.</LI></P></UL>

<P ALIGN="JUSTIFY">On April 26, 2014, NHC, as cooperator, entered into Notice of Modification No. 1 of Cooperative Research and Development Agreement (the "Amended CRADA") with ANR, as the background patent owner, Yuri Danilov, Mitchell Tyler and Kurt Kaczmarek, as the inventors, and the USAMMA and the USAMMDA, whereby NHC will no longer provide expertise and training in the design of clinical study protocols or for U.S. Army and/or Veterans Affairs personnel in the physical therapy interventions required for clinical studies.  In addition, pursuant to the Amended CRADA, ANR will share all data with USAMMA and NHC will provide all data supporting clinical claims for regulatory approval.  Furthermore, USAMMDA agreed to provide regulatory support as agreed upon for unregulated studies and the associated budgets and funding reimbursement will be reviewed and agreed upon between USAMMA and USAMMDA.</P>
<B><U><P ALIGN="JUSTIFY">Market</P>
</B></U><I><P ALIGN="JUSTIFY">Market Overview</P>
</I><P ALIGN="JUSTIFY">North America is expected to dominate the overall market throughout the forecast period. The presence of high healthcare expenditures and patient awareness levels in developed countries, such as the U.S., is one of the factors accounting for its high market share. Furthermore, the presence of sophisticated healthcare </P>
<P ALIGN="CENTER">-38-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">infrastructure and industry friendly organizations such as the North American Neuromodulation Society and the American Tinnitus Association will propel the future growth of this market. The North America neurostimulation devices market was valued at USD 1,959.0 million in 2012.<SUP>1</SUP> Europe followed North America in terms of market share in 2012 at over 17.0%.<SUP>1</SUP> </P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY">1. "Global Neurostimulation Devices Market to Reach USD 8,791.8 Million by 2020 - Industry Trends, Market Size, Segments, Industry Applications, Market Size, Analysis and Forecast", PR Web, available from http://www.prweb.com/releases/Neurostimulation/Devices-Market/prweb11531091.htm</P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY">Some of the drivers of the European market include the relatively easy and faster CE device approval process, presence of a large base of population over 60 years in Western European countries and rapid economic development witnessed in Eastern European countries such as Poland and Russia. However, Asia Pacific is identified as the fastest growing region of the neurostimulation devices market.</P>
<P ALIGN="JUSTIFY">The large presence of unmet medical needs in countries such as India and China and the constantly improving healthcare infrastructure and patient awareness levels in these countries accounted for its lucrative growth. The Asia Pacific neuromodulation market is expected to grow at a compound annual growth rate ("CAGR") of 17.6% from 2013 to 2020.<SUP>2</P>
</SUP></FONT><FONT SIZE=1><P ALIGN="LEFT">2. Supra note 1. </P>
</FONT><B><I><FONT SIZE=3><P ALIGN="JUSTIFY">(g) Competitive Conditions and Position</P>
</B></I><P ALIGN="JUSTIFY">We have performed a Strengths, Weaknesses, Opportunities and Threats (SWOT) analysis demonstrating our competitive position. </P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="49%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Strengths</P>

<UL>
<P ALIGN="LEFT"><LI>Understanding and expertise in Neuro-Stimulation</LI></P>
<P ALIGN="LEFT"><LI>US Department of Defense sponsorship through CRADA</LI></P>
<P ALIGN="LEFT"><LI>Healthcare marketing expertise</LI></P>
<P ALIGN="LEFT"><LI>PoNS<SUP>TM</SUP> competitive position in neurostimulation market</LI></P>
<P ALIGN="LEFT"><LI>High Consumer market development expertise</UL>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Weaknesses</P>

<UL>
<P ALIGN="LEFT"><LI>US only patent submission presently</LI></P>
<P ALIGN="LEFT"><LI>Consumer device development not completed</LI></P>
<P ALIGN="LEFT"><LI>No corporate equity in marketplace as NHC</LI></P>
<P ALIGN="LEFT"><LI>Small staff infrastructure</LI></P>
<P ALIGN="LEFT"><LI>Process and systems need to be fully developed</UL>
</FONT></TD>
</TR>
<TR><TD WIDTH="49%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Opportunities</P>

<UL>
<P ALIGN="LEFT"><LI>Market growth forecasted to be 14% CAGR through 2020<SUP>3</LI></P>
</SUP><P ALIGN="LEFT"><LI>IP development in U.S. and internationally through technological advancement and peripheral device development</LI></P>
<P ALIGN="LEFT"><LI>PoNS<SUP>TM</SUP> deployment to create positive synergy with Physical Therapy market potential increase</LI></P>
<P ALIGN="LEFT"><LI>Drive consumer demand for new safe technology for neurological disorders</LI></P>
<P ALIGN="LEFT"><LI>Obtain regulatory approvals internationally (Canada, EU, Japan, Latin America)</LI></P>
<P ALIGN="LEFT"><LI>Large unmet need in neuro-rehabilitation disorders (including tinnitus, stroke and Alzheimer's disease)</UL>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Threats</P>

<UL>
<P ALIGN="LEFT"><LI>Medical inertia on neurostimulation</LI></P>
<P ALIGN="LEFT"><LI>Powerful medical device companies potentially disrupted by our technology</LI></P></UL>

</FONT><FONT SIZE=3><P ALIGN="CENTER"></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=1><P ALIGN="LEFT">3. Supra note 1. </P>
</FONT><P ALIGN="LEFT"></P>
<P ALIGN="CENTER">-39-</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT">The following is a description of certain of our main competitors:</P>
<B><P ALIGN="LEFT">Table 3:  Competitive Analysis</P>
</B><P ALIGN="LEFT"></P>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=617>
<TR><TD WIDTH="25%" VALIGN="MIDDLE" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="14%" VALIGN="MIDDLE" BGCOLOR="#c6d9f1">
<B><P ALIGN="LEFT">NHC</B></TD>
<TD WIDTH="3%" VALIGN="MIDDLE" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="MIDDLE" BGCOLOR="#c6d9f1">
<B><P ALIGN="LEFT">NeuroSigma</B></TD>
<TD WIDTH="20%" VALIGN="MIDDLE" BGCOLOR="#c6d9f1">
<B><P ALIGN="LEFT">Cyberonics and Others</B></TD>
<TD WIDTH="15%" VALIGN="TOP" BGCOLOR="#c6d9f1">
<B><P ALIGN="LEFT">Cefaly</B></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Annual Sales</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">$243M</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Just approved<BR>
FDA</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Type of Device</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">Non Invasive</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">Non Invasive and Minimally Invasive</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">Invasive: Implantable</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Forehead Cutaneous stim.</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Approved Indications</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">Drug Resistant Epilepsy</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Migraine Headache</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Units Sold</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">None</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">65,000</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">--</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Anticipated Indications</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">TBI, MS, Parkinson and Stroke</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">Drug resistant Epilepsy, Post Traumatic Stress Disorder, Obesity, Cachexia</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Targeted Nerve</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">Trigeminal<BR>
(lower part and facial)</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">Trigeminal<BR>
(upper part)</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">Vagus</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Trigeminal<BR>
(upper part)</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Product Name</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">PoNS(TM)</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">Monarch</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">?</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Cefaly</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Product Classification</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">TBD</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">TBD</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">Class III</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Class II</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">FDA Cleared</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">No</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">No</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">Yes</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Yes</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><P ALIGN="LEFT">Product Classification</B></TD>
<TD WIDTH="14%" VALIGN="TOP">
<P ALIGN="CENTER">Class II</TD>
<TD WIDTH="3%" VALIGN="TOP" BGCOLOR="#c6d9f1">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P ALIGN="CENTER">TBD</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">Class III</TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER">Class II</TD>
</TR>
</TABLE>
</CENTER></P>

<I><FONT SIZE=3><P ALIGN="JUSTIFY"><BR>
<U>Cyberonics</P>
</I></U><P ALIGN="JUSTIFY">Cyberonics, Inc., (NASDAQ: CYBX) is a medical technology company with core&nbsp;expertise in neuromodulation. The company developed and markets the Vagus Nerve&nbsp;Stimulation (VNS) Therapy system, which is FDA-approved for the treatment of refractory&nbsp;epilepsy and treatment-resistant depression. The VNS Therapy system uses a surgically&nbsp;implanted medical device that delivers pulsed electrical signals to the vagus nerve.&nbsp;Cyberonics markets the VNS Therapy system in selected markets worldwide.</P>
<P ALIGN="JUSTIFY">Cyberonics is based in Houston, Texas with annual sales of $243 million.  The Cyberonics device is surgically placed directly on the vagus nerve in the carotid artery.  The procedure is invasive, but has shown to be effective in a wide range of patients, which supports the premise that neuro stimulation is safe and effective.  </P>
<P ALIGN="CENTER">-40-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<I><U><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">NeuroSigma, Inc</P>
</I></U><P ALIGN="JUSTIFY">NeuroSigma, Inc., a California-based medical device company, recently announced the publication of a positive Phase II clinical study for the use of external Trigeminal Nerve Stimulation (eTNS(TM)) for the treatment of drug-resistant epilepsy as well as depression, PTSD, ADHD and other disorders.&nbsp; The NeuroSigma's device has two components, external electrical patches that are placed on the forehead and a pulse generator.  NeuroSigma is also working on a subcutaneous approach.  If a patient responds positively to the externally placed patch approach, NeuroSigma is proposing that the patient could move to a minimally invasive approach.  The external system is currently being marketed in the European Union for Drug resistant epilepsy (DRE), which is a serious medical disorder and affects approximately 30% of the estimated 50 million people with epilepsy worldwide.  NeuroSigma has completed its Pre-Investigational Device Exemption (Pre-IDE) meeting with the FDA and is preparing to submit its IDE application.  In September 2012, NeuroSigma received CE Mark approval for the adjunctive treatment of epilepsy and major depressive disorder, for adults and children 9 years and older. NHC is encouraged by NeuroSigma's work in that it further validates the safety and efficacy of non-invasive neuromodulation therapy in one of the more complex disease states.</P>
<I><U><P ALIGN="JUSTIFY">Cefaly</P>
</I></U><P ALIGN="JUSTIFY">Cefaly is a Belgian company that has released a cutaneous neuro stimulator.  The stimulator received FDA approval in the U.S. and it has a CE approval in the E.U.</P>
<P ALIGN="JUSTIFY">Neurostimulation of the trigeminal nerve with Cefaly produces a sedative effect. Regular repetition of this sedative effect helps reduce the number of attacks of migraine.</P>
<P ALIGN="JUSTIFY">Though using electrical stimulation of the brain as a means of treating migraines provides an alternative to over-the-counter medication.  Cefaly, a battery-operated headband, has now been approved by the FDA (US Food and Drug Administration) and is claimed to not only treat migraines, but possibly prevent them altogether.  </P>
<P ALIGN="JUSTIFY">For treatment during a migraine, Cefaly uses high-frequency neurostimulation, which limits the pain signals from the nerve center. For preventative use, intended for regular sufferers, Cefaly uses low-frequency stimulation to change the migraine's trigger threshold, making it harder to reach and the headaches less painful, or causing them to disappear entirely.</P>
<P ALIGN="JUSTIFY">According to the company, users can expect to feel a light sensation when wearing the headband, though it says the dose of electromagnetic waves is weaker than you receive when watching television.</P>
<P ALIGN="JUSTIFY">For preventative use, Cefaly is intended to be worn for 20-minute sessions. Pressing a button will begin the session, with the intensity and tingling gradually increasing as time progresses. The idea is to build up a tolerance to the sensation and, in effect, the migraine threshold in your brain, though if the sensations do become too much, pressing the button again will reduce the intensity.</P>
<I><U><P ALIGN="JUSTIFY">Competitive Advantages of NHC</P>
</I></U><P ALIGN="JUSTIFY">The combined independent clinical research and product development work by NHC, Cyberonics and NeuroSigma is significant in the field of neuromodulation and is foundational as neuromodulation becomes an accepted means of neurological therapy.  As mentioned previously, NHC is targeting the trigeminal and facial nerves versus the vagus nerve and rather than stimulating the trigeminal nerve on the forehead (upper branch), the NHC device stimulates the trigeminal nerve in the tongue (lower branch), which is key for the following reasons:</P>
<P ALIGN="CENTER">-41-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P><DIR>
<DIR>
<DIR>

<P ALIGN="LEFT">1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The trigeminal and facial nerves are the largest cranial nerves, offering a high-bandwidth pathway for signals to enter the brain.<BR>
2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The trigeminal nerve projects to specific areas of the brain, such as the brainstem (trigeminal and solitary nuclei) and cerebellum, basal ganglia, thalamus and the cerebral cortex.<BR>
3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The tongue is the anatomically unique, highly sensitive and receptors-reach skin surface in the human body directly linked to the brain by at least two cranial nerves.<BR>
4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unlike Cyberonics the NHC device delivers bilateral therapy. <BR>
5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The PoNS(TM) device delivers effective and powerful neuro modulation non-invasively.</P></DIR>
</DIR>
</DIR>

<P ALIGN="LEFT">These five factors make NCH's device and approach unique and represent the driving factors behind the PoNS(TM) device competitive advantage for non-invasive neuromodulation therapy. </P>
<B><U><P ALIGN="JUSTIFY">NHC's Market</P>
</B></U><P ALIGN="JUSTIFY">NHC has established its selling price at $2,500 for the PoNS<SUP>TM</SUP> device which will include the controller and electronic tongue array and lanyard, belt clip and arm band.  The cost of producing the device as packaged is estimated $150/unit.  The replaceable electrode array is expected to sell for $100 cost of producing is anticipated to be $25.</P>
<P ALIGN="JUSTIFY">Pricing sensitivity research has not been completed but we anticipate this price reflects the premium to be paid for the first non-invasive therapy for neurological disorders.</P>
<P ALIGN="JUSTIFY">NHC plans to submit an application to the U.S. Department of Health and Human Services for an ICD 10 reimbursement code so that the device is covered under Medicare and Medicaid. NHC also plans to seek coverage from private insurance plans.</P>
<P ALIGN="JUSTIFY">The PoNS(TM) 4.0 device is expected to have a design feature that stops delivering therapy every 14 weeks.  This is expected to force patients to return to their physician or PTC for assessment of their progress and reestablishment of challenging physical therapy to achieve higher goals.  At this time the device is expected to be inspected visually by the physical therapist, reset for another 14 weeks of treatment and the tongue array is expected to be replaced by a new one to ensure no degradation of the electrodes occurs.  This business model feature is expected to ensure proper support for patients in the early phase of their therapy. </P>
<P ALIGN="JUSTIFY">The key to the business success of NHC is to set up a national framework of PoNS(TM) accredited Physical Therapy Centers ("<B>PTC</B>").  We plan to seek partnership with one or more national PTC companies (there are three national companies). This partnership is expected to include an agreement where all PTCs become accredited PoNS(TM) therapy centers. This accreditation is expected to come from NHC.  There is expected to be strong financial incentive for the PTC companies to partner because PoNS(TM) training offers substantial opportunity for growth for the PTCs.  We anticipate that PTCs will be able to use existing reimbursement codes for the physical therapy portion of the therapy.  NHC plans to apply for reimbursement codes for the PoNS(TM) device.</P>
<P ALIGN="JUSTIFY">We expect physicians will be informed to prescribe both the PoNS(TM) and the "local" accredited PTC for their patients to receive the PoNS(TM) device and their training. A PoNS(TM) website and smart phone application is expected to help physicians select the appropriate PTC convenient for the patient.</P>
<P ALIGN="JUSTIFY">Upon discharge from the PTC, patients are expected to be monitored in their home therapy from a PTC phone center (set up by NHC through select PTCs) who plan to help the patients be compliant and ensure the therapy is performed appropriately.  At the end of the 14 weeks of therapy we expect patients to be </P>
<P ALIGN="CENTER">-42-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">directed back to their physician for assessment and then return to the Accredited PTC for replacement of the tongue array.</P>
<I><P ALIGN="JUSTIFY">Deployment</P>
</I><P ALIGN="JUSTIFY">The U.S. Armed Forces is expected to be deploying the device through their rehabilitation centers under orders from the central medical command.  All personnel are expected to be certified PoNS(TM) trainers supported by live, paper and video based training materials developed through this project by the U.S. Armed Forces.</P>
<P ALIGN="JUSTIFY">NHC has approached the Canadian Armed Forces to discuss their support of a similar program in Canada and discussions are ongoing.  We also intend to pursue other military organizations in relevant countries based on need and size of potential deployment. </P>
<P ALIGN="JUSTIFY">NHC expects to be able to leverage the equity of the deployment of the device in the U.S. Armed Forces in its marketing of the PoNS(TM) device to the civilian population.</P>
<I><P ALIGN="JUSTIFY">PoNS(TM) in Civilian Population</P>
</I><P ALIGN="JUSTIFY">NHC plans to concentrate its efforts in the U.S. and Canadian marketplaces as first launch markets.  It is unclear as of yet which of these two markets will launch first primarily due to the relative speed of the regulatory process.  NHC then intends to commercialize the PoNS(TM) device in Europe and Japan as second phase countries (2017) and Brazil, Russia, India and China as Phase III countries (2018).  </P>
<B><P ALIGN="JUSTIFY">Going Concern</P>
</B><P ALIGN="JUSTIFY">Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. </P>
<P ALIGN="JUSTIFY">However, subsequent to our period from inception (March 13, 2014) to March 31, 2014, </FONT>we completed a non-brokered private placement financing of CDN$7.62 million, which funds have been released from escrow and we believe such funds are sufficient to <FONT SIZE=3>maintain our operations for at least the next 12 months. </P>
<B><P ALIGN="LEFT">Employees</P>
</B><P ALIGN="JUSTIFY">As of the closing of the Transaction, we now have a total of 1 employee who is full-time and NHC, our wholly owned subsidiary, has 1 employee who is full-time. None of our employees are subject to a collective bargaining agreement. We experienced no work stoppages and believe that we have good relations with our employees. </P>
<B><P ALIGN="JUSTIFY">Subsidiaries</P>
</B><P ALIGN="JUSTIFY">We have two wholly-owned subsidiaries: 0995162 B.C. Ltd., which is incorporated in the Province of British Columbia, and NeuroHabilitation Corporation ("NHC"), which is incorporated in the State of Delaware.</P>
<B><P ALIGN="JUSTIFY">Patents</P>
</B><P ALIGN="JUSTIFY">The PoNS<SUP>TM</SUP> device intellectual property is the subject of U.S. Patent Application 12/348301 of which was initially filed on April 1, 2009 by the inventors, Kurt Kaczmarek, Yuri Danilov and Mitchell Tyler, and Provisional Patent Application 61/019,061 which was initially filed on January 4, 2008.  NHC's applications includes one XYZ claim and 22 method claims, which covers a device in the form of a mouth piece that non-invasively delivers neurostimulation to the brain stem via the trigeminal nerve.  We expect final adjudication of the patents in the fall of 2014.</P>
<P ALIGN="CENTER">-43-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137297">LEGAL PROCEEDINGS</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">We are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this registration statement, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings pending or that have been threatened against us or our properties. </P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137298">MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT</FONT><FONT SIZE=3>'</FONT><FONT FACE="Times New (W1),Times New Roman" SIZE=3>S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS</A></P>
</FONT><FONT SIZE=3><P ALIGN="LEFT"><A NAME="_Toc185311902">Market Information</A></P>
</B><P ALIGN="JUSTIFY">Shares of our common stock were listed on the Canadian Securities Exchange ("CSE") on June 23, 2014 under the symbol "HSM".  The market for our common stock is very recent, and therefore, limited, volatile and sporadic. The following table sets forth the high and low prices relating to our common stock for the periods indicated, as provided by the CSE. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions. </P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="JUSTIFY">Quarter Ended</B></FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">High</B></FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Low</B></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">June 30, 2014</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">CDN$2.38</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">CDN$1.00</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="JUSTIFY">On July 10, 2014, the low bid price of our common stock was CDN$2.30 per share, the high ask price of our common stock was CDN$2.35 per share, and the closing price was CDN$2.33 per share. We do not have any securities that are currently traded on any other exchange or quotation system.</P>
<B><P ALIGN="LEFT">Holders</P>
</B><P ALIGN="JUSTIFY">As of July 10, 2014, we had approximately 180 shareholders of record.</P>
<B><P ALIGN="LEFT">Options</P>
</B><P ALIGN="JUSTIFY">As of July 10, 2014, we have 3,770,000 stock options outstanding which are exercisable into 3,770,000 shares of our common stock.</P>
<B><P ALIGN="LEFT">Warrants</P>
</B><P ALIGN="JUSTIFY">As of July 10, 2014, we have 8,444,400 common share purchase warrants outstanding which are exercisable into 8,444,400 shares of common stock.</P>
<B><P ALIGN="LEFT">Dividend Policy</P>
</B><P ALIGN="JUSTIFY">We have not paid any cash dividends on our common shares since our inception and do not anticipate paying any cash dividends in the foreseeable future. We plan to retain our earnings, if any, to provide funds for the expansion of our business.</P>
<P ALIGN="CENTER">-44-</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT"></P>
<P ALIGN="LEFT">Securities Authorized For Issuance Under Compensation Plans</P>
</B><P ALIGN="JUSTIFY">The following table shows our equity securities that are authorized for issuance pursuant to equity compensation plans for our most recently completed fiscal year ended March 31, 2014.:</P>
</FONT><FONT SIZE=2><P ALIGN="LEFT"></P>
<B><P ALIGN="CENTER">Equity Compensation Plan Information</P></B></FONT>
<TABLE BORDER=0 CELLSPACING=0 WIDTH=684>
<TR><TD WIDTH="55%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of securities to be issued upon exercise of outstanding options, warrants and rights</P>
<P ALIGN="CENTER">(a)</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Weighted average exercise price of outstanding options, warrants and rights</P>
<P ALIGN="CENTER">(b)</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))</P>
<P ALIGN="CENTER">&nbsp;(c)</B></FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">(a)&nbsp;</FONT></TD>
<TD WIDTH="50%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">Equity compensation plans approved by security holders</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="8%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">N/A</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">$</FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">N/A</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">&nbsp;N/A</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">(b)</FONT></TD>
<TD WIDTH="50%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">Equity compensation plans not approved by security holders</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="8%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">N/A</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">$</FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">N/A</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">&nbsp;N/A</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="LEFT"></P>
</FONT><B><I><FONT SIZE=3><P ALIGN="LEFT">June 2014 Stock Incentive Plan</P>
</B></I><P ALIGN="JUSTIFY">On June 18, 2014, our Board of Directors authorized and approved the adoption of the 2014 Stock Incentive Plan (the "2014 Plan") effective June 18, 2014, under which an aggregate of 12,108,016 of our shares may be issued.  The purpose of the 2014 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.  Pursuant to the terms of the 2014 Plan, we are authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units and deferred stock units.</P>
<P ALIGN="JUSTIFY">The 2014 Plan is to be administered by our Board of Directors or a committee appointed by and consisting of two or more members of the Board of Directors, which shall determine, among other things, (i) the persons to be granted awards under the 2014 Plan; (ii) the number of shares or amount of other awards to be granted; and (iii) the terms and conditions of the awards granted.  An aggregate of 12,108,016 of our shares may be issued pursuant to the grant of awards under the 2014 Plan. </P>
<P ALIGN="JUSTIFY">An award may not be exercised after the termination date of the award and may be exercised following the termination of an Eligible Participant's continuous service only to the extent provided by the administrator under the 2014 Plan. If the administrator under the 2014 Plan permits an Eligible Participant to exercise an award following the termination of continuous service for a specified period, the award terminates to the extent not exercised on the last day of the specified period or the last day of the original term of the award, whichever occurs first.  In the event an Eligible Participant's service has been terminated for "cause," he or she shall immediately forfeit all rights to any of the awards outstanding.</P>
<P ALIGN="JUSTIFY">The foregoing summary of the 2014 Plan is not complete and is qualified in its entirety by reference to the 2014 Plan, a copy of which is filed herewith as Exhibit 4.1.</P>
<P ALIGN="JUSTIFY">As of June 18, 2014, we granted an aggregate of 3,770,000 stock options under the 2014 Plan.</P>
<P ALIGN="CENTER">-45-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137299">FINANCIAL STATEMENTS</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">This prospectus includes (i) our audited financial statements for the period from inception (March 13, 2014) to March 31, 2014, (ii) the audited financial statements of NHC for the year ended March 31, 2014, for the period from January 22, 2013 (inception) to March 31, 2013 and for the period from January 22, 2013 (inception) to March 31, 2014, and (iii) the unaudited pro-forma financial information for the year ended March 31, 2014.  These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars.</P>
<B><P ALIGN="LEFT">&nbsp;</P>
</FONT><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER">MANAGEMENT</FONT><FONT SIZE=3>'</FONT><FONT FACE="Times New (W1),Times New Roman" SIZE=3>S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS</P>
</FONT><FONT SIZE=3><P ALIGN="LEFT">Overview</P>
</B><P ALIGN="JUSTIFY">We effected the acquisition of NHC pursuant to an agreement and plan of merger whereby HMT Mergersub, Inc., our wholly-owned subsidiary, was merged with and into NHC and all of the common shares in the capital of NHC were cancelled in consideration for the issuance of an aggregate of 35,300,083 shares of our common stock to the NHC shareholders.  The Transaction was effective on June 13, 2014, pursuant to which the identity and separate corporate existence of HMT Mergersub, Inc. ceased and NHC became the surviving corporation in the merger and our wholly-owned subsidiary. </P>
<P ALIGN="JUSTIFY">The closing of the acquisition of NHC represented a change in control of our Company. For accounting purposes, this change of control constitutes a re-capitalization of the Company, and the acquisition has been accounted for as a reverse merger whereby we, as the legal acquirer, are treated as the acquired entity, and NHC, as the legal subsidiary, is treated as the acquiring company with the continuing obligations. </P>
<P ALIGN="JUSTIFY">Prior to the acquisition of NHC we had no active business or operations.  Therefore, the following discussion will only focus on NHC.</P>
<P ALIGN="JUSTIFY">The following discussion of NHC's financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with (i) the audited financial statements of NHC for the year ended March 31, 2014 and for the period from January 22, 2013 (inception) to March 31, 2013 and the period from January 22, 2013 (inception) to March 31, 2014, (ii) the unaudited pro-forma financial information for the year ended March 31, 2014, and (iii) the section entitled "Business", included in this prospectus. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this prospectus.</P>
<P ALIGN="CENTER">-46-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">Results of Operations</P>
<I><P ALIGN="JUSTIFY">Fiscal Year Ended March 31, 2014 Compared to the Period From Inception to March 31, 2013</P>
</B></I><P ALIGN="JUSTIFY"><IMG SRC="image404.gif" WIDTH=664 HEIGHT=453></P>
<I><P ALIGN="JUSTIFY">Revenues</P>
</I><P ALIGN="JUSTIFY">During the fiscal year ended March 31, 2014 and the period from inception to March 31, 2013, NHC did not generate any revenues.  </P>
<I><P ALIGN="JUSTIFY">Operating Expenses</P>
</I><P ALIGN="JUSTIFY">Operating expenses incurred during the fiscal year ended March 31, 2014 were $1,067,284 as compared to $8,517,850 during the period from inception to March 31, 2013.  Significant changes and expenditures are outlined as follows:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>Consulting fees were $807,385 for the fiscal year ended March 31, 2014 and $2,800 for the period from inception to March 31, 2013.  The increase of $804,585 was mainly due to the expense in 2014 associated with the granting of options to consultants for providing services in design and manufacturing and strategic growth plan, which were subsequently exercised.</LI></P></UL>

<P ALIGN="CENTER">-47-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>

<UL>
<P ALIGN="JUSTIFY"><LI>Interest expenses were $1,344 for the fiscal year ended March 31, 2014 as compared to Nil for the period from inception to March 31, 2013.</LI></P>
<P ALIGN="JUSTIFY"><LI>Legal fees were $33,966 for the fiscal year ended March 31, 2014 as compared to $14,192 for the period from inception to March 31, 2013.  The increase of $19,774 was mainly due to legal fees associated with patent applications and general corporate matters.</LI></P>
<P ALIGN="JUSTIFY"><LI>Meals and entertainment expenses were $833 for the fiscal year ended March 31, 2014 as compared to Nil for the period from inception to March 31, 2013.</LI></P>
<P ALIGN="JUSTIFY"><LI>Office expenses were $6,793 for the fiscal year ended March 31, 2014 as compared to $482 for the period from inception to March 31, 2013.  The increase of $6,311 was mainly due to the increased number of activities of the operation and engagement of a part-time office assistant.</LI></P>
<P ALIGN="JUSTIFY"><LI>Research and development expenses were $171,781 for the fiscal year ended March 31, 2014 as compared to $4,250,000 for the period from inception to March 31, 2014.</LI></P>
<P ALIGN="JUSTIFY"><LI>Compensation expenses for shares issued for services was Nil for the fiscal year ended March 31, 2014 as compared to $4,250,000 for the period from inception to March 31, 2013.  The decrease of $4,250,000 was a result of not issuing any shares for as compensation for services rendered during the fiscal year ended March 31, 2014.</LI></P>
<P ALIGN="JUSTIFY"><LI>Travel expenses were $22,027 for the fiscal year ended March 31, 2014 as compared to $376 for the period from inception to March 31, 2013.  The increase of $21,651 was mainly due to the required traveling of the CEO as NHC was actively seeking for external financing and interviewing external parties in preparation of the research and development activities.</LI></P>
<P ALIGN="JUSTIFY"><LI>Wages and salaries expenses were $23,155 for the fiscal year ended March 31, 2014 as compared to Nil for the period from inception to March 31, 2013.  The increase of $23,155 was due to the new employment contract with the CEO.</LI></P></UL>

<I><P ALIGN="JUSTIFY">Net Loss</P>
</I><P ALIGN="JUSTIFY">The net loss was $1,067,284 for the fiscal year ended March 31, 2014 and $8,517,850 for the period from inception to March 31, 2013.  The decrease in net loss of $7,450,566 resulted primarily from a decrease in research and development expenses and compensation expenses for shares issued for services, which was offset somewhat by an increase in consulting fees, legal fees, travel expenses and wages and salaries.</P>
<B><P ALIGN="JUSTIFY">Liquidity and Capital Resources</P>
</B><P ALIGN="JUSTIFY">NHC's financial statements have been prepared assuming that it will continue as a going concern and, accordingly, does not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.</P>
<P ALIGN="JUSTIFY">The following table sets out NHC's cash and working capital as of March 31, 2014 and March 31, 2013: </P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=3 WIDTH=469>
<TR><TD WIDTH="33%" VALIGN="BOTTOM" HEIGHT=50><P></P></TD>
<TD WIDTH="34%" VALIGN="BOTTOM" HEIGHT=50>
<B><FONT SIZE=3><P ALIGN="CENTER">As of March 31, 2014 <BR>
(audited)</B></FONT></TD>
<TD WIDTH="34%" VALIGN="BOTTOM" HEIGHT=50>
<B><FONT SIZE=3><P ALIGN="CENTER">As of March 31, 2013 <BR>
(audited)</B></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Cash and cash equivalents</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">$15,968</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">$217</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Working capital (deficit) </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">($267,977)</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">($7,850) </FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=3><P ALIGN="CENTER">-48-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">As at March 31, 2014, NHC's current assets were $315,968 and current liabilities were $583,945 resulting in a working capital deficit of $267,977.  NHC's current assets as at March 31, 2014 consisted of cash and cash equivalents of $15,968 and prepaid expenses of $300,000.  NHC's current liabilities as at March 31, 2013 consisted of accounts payable and accrued liabilities of $215,921 and convertible debentures of $368,024.  </P>
<P ALIGN="JUSTIFY">As at March 31, 2013, NHC's current assets were $217 and current liabilities were $8,067 resulting in a working capital deficit of $7,850.  NHC's current assets as at March 31, 2013 consisted of cash and cash equivalents of $217.  NHC's current liabilities as at March 31, 2013 consisted of accounts payable and accrued liabilities of $5,836 and short term loan of $2,231.</P>
<P ALIGN="JUSTIFY">Deficit accumulated since inception increased from ($8,517,850) as at March 31, 2013 to ($9,585,134) as at March 31, 2014.</P>
<P ALIGN="JUSTIFY">NHC has not yet put the PoNS<SUP>TM</SUP> device into commercial production, and therefore, has no operating revenues. Accordingly, NHC is dependent on equity and debt financing as its sole source of operating working capital. NHC's capital resources are largely determined by the strength of the markets and its ability to compete for the investor support of its projects.</P>
<P ALIGN="JUSTIFY">NHC will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to us.</P>
<I><P ALIGN="JUSTIFY">Contractual Obligations</P>
</I><P ALIGN="LEFT">A summary of NHC's contractual obligations at March 31, 2014 is detailed in the table below.</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 BORDERCOLOR="#000000" CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="24%" VALIGN="MIDDLE" ROWSPAN=2>
<B><FONT SIZE=3><P ALIGN="CENTER">Contractual Obligations</B></FONT></TD>
<TD WIDTH="76%" VALIGN="MIDDLE" COLSPAN=5>
<B><FONT SIZE=3><P ALIGN="CENTER">Payments Due by Period</B></FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">Total</B></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">Less than 1 Year</B></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">1 - 3 Years</B></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">4 - 5 Years</B></FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">After 5 Years</B></FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Accounts<BR>
Payable,<BR>
Accrued and</P>
<P ALIGN="JUSTIFY">Other<BR>
Liabilities</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">$215,921</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">$215,921</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Convertible debenture</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">$368,024</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">$368,024</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="JUSTIFY">Total</B></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">$583,945</B></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">$583,945</B></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">N/A</B></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">N/A</B></FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">N/A</B></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=3><P ALIGN="JUSTIFY">NHC entered into a commercial development-to-supply program with Ximedica where Ximedica will design, develop and produce PoNS<SUP>TM</SUP> product solution suitable for clinical trial and commercial sale. The agreed budget for phase 1B of development is $499,000; Phase 2 is $1,065,000; Phase 3 and 4 is $1,389,000 and 2nd software development cycle is $586,000, of which $171,781 was expensed as research and development during the year ended March 31, 2014. The estimated duration of the project is 10 months. As of March 31, 2014, NHC recorded a prepaid of $300,000 to Ximedica which will be applied at the end of the project. </P>
<P ALIGN="JUSTIFY">On January 30, 2013, NHC entered into an independent contractor agreement with Clinvue, a company of which a shareholder owns 1/3 of the ownership, where Clinvue is to lead the design and manufacturing program of PoNS<SUP>TM</SUP>. As of March 31, 2014, the services were compensated by a grant of a total of 58,000 </P>
<P ALIGN="CENTER">-49-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">stock options exercisable at $0.005 per option for 10 years. The estimated remaining costs to be incurred in the future under the contract are $100,000 and will be paid in cash.  </P>
<B><P ALIGN="JUSTIFY">Statement of Cashflows</P>
</B><P ALIGN="JUSTIFY">During the fiscal year ended March 31, 2014, NHC's net cash increased by $15,751, which included net cash used in operating activities of ($350,929), net cash used in investing activities of Nil and net cash provided by financing activities of $366,680.</P>
<B><I><P ALIGN="JUSTIFY">Cash Used in Operating Activities</P>
</B></I><P ALIGN="JUSTIFY">Operating activities in the fiscal year ended March 31, 2014 used cash of ($350,929) compared to ($9,783) for the period from inception to March 31, 2013.  This was made up of a net loss of $1,067,284 (2013 - $8,517,850) less adjustments for non-cash items such as: accreted interest of $1,344 (2013 - Nil), consulting expenses of $807,157 (2013 - Nil), and accounts payable and accrued expenses of $210,085 (2013 - $5,836).  NHC used $302,231 (2013 - Nil) in changes in operating assets and liabilities. The most significant item was $300,000 used to prepay Ximedica with respect to the commercial development-to-supply program. </P>
<B><I><P ALIGN="JUSTIFY">Cash Provided by Financing Activities</P>
</B></I><P ALIGN="JUSTIFY">During the fiscal year ended March 31, 2014, $366,680 was received from proceeds of a convertible debenture.</P>
<B><P ALIGN="JUSTIFY">Off Balance Sheet Arrangements </P>
</B><P ALIGN="JUSTIFY">There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.</P>
<B><P ALIGN="JUSTIFY">Subsequent Events</P>
</B><P ALIGN="JUSTIFY">In April 2014, NHC issued 201,436 shares pursuant to the exercise of options.</P>
<P ALIGN="JUSTIFY">On May 27, 2014, NHC entered into a rental agreement for office space. The monthly rent is $3,896. The agreement expires on May 31, 2015. </P>
<P ALIGN="JUSTIFY">On June 4, 2014, NHC entered into an amendment letter for the convertible debenture. Pursuant to the amendment letter, if any qualified financing being an aggregate amount of at least $2,000,000 occurs, the principal amount of the debenture shall be automatically converted into shares of our common stock at a price per share equal to CDN $0.425. For the avoidance of doubt, upon conversion of the debenture, we will issue a total of 2,564,705 shares of common stock and we will pay $11,131 in cash with respect to the accrued and unpaid interest outstanding.</P>
<P ALIGN="JUSTIFY">On June 6, 2014, NHC entered into a definitive agreement with us where we acquired 100% of the outstanding and issued shares of NHC by issuing 16.035 shares of our common stock for every common stock outstanding of NHC. As a result, NHC will become a wholly owned subsidiary of us. Under certain conditions, termination of the agreement could result in a break fee payable of $500,000 by either of the parties. In connection with the acquisition, we conducted a non-brokered private placement at CDN$0.50 per unit of 15,240,000 units raising CDN $7.62 million, which is currently was held in escrow pending the close of the acquisition and a listing on the Canadian Securities Exchange (the "CSE"). Each unit consists of one share of our common stock and one-half of one warrant of us where one full warrant is exercisable for 2 years at CDN$1.00 into one share of our common stock. </P>
<P ALIGN="CENTER">-50-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">In connection with the agreement and plan of merger with NHC, we advanced an unsecured loan in the amount of $150,000 (the "Bridge Loan") to NHC. The Bridge Loan is for a term of one year commencing on May 30, 2014, and is payable in a lump sum at the end of the term. The Bridge Loan bears interest at a rate of 8% per annum.</P>
<B><P ALIGN="JUSTIFY">Critical Accounting Policies and Estimates </P>
</B><P ALIGN="JUSTIFY">Our discussion and analysis of our financial condition and results of operations are based upon our financial statements that have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). This preparation requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. US GAAP provides the framework from which to make these estimates, assumption and disclosures. We choose accounting policies within US GAAP that management believes are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. Management regularly assesses these policies in light of current and forecasted economic conditions. Actual results could differ from those estimates made by management.  While there are a number of significant accounting policies affecting our financial statements, we believe the critical accounting policies involving the most complex, difficult and subjective estimates and judgments are: valuation of non-monetary transactions, stock compensation for services, valuation of options and valuation of income taxes.</P>
<B><P ALIGN="JUSTIFY">Recently Issued Accounting Pronouncements</P>
</B><P ALIGN="JUSTIFY">We have reviewed recently issued accounting pronouncements and concluded that they are either not applicable or not expected to have a significant impact on our financial statements.</P>
<B><P ALIGN="JUSTIFY">Financial Instruments and other risks</P>
</B><P ALIGN="JUSTIFY">Level 1- Quoted prices in active markets for identical assets or liabilities;</P>
<P ALIGN="JUSTIFY">Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and</P>
<P ALIGN="JUSTIFY">Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. </P>
<P ALIGN="JUSTIFY">The Company's financial instruments consist primarily of cash and cash equivalents, accounts payable and accrued liabilities, short-term loan and convertible debenture, of which only cash and cash equivalents is carried at fair value. </P>
<P ALIGN="LEFT"></P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=0 WIDTH=661>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="41%" VALIGN="BOTTOM" COLSPAN=3>
<FONT SIZE=3><P ALIGN="CENTER">Fair Value Measurements Using</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="16%" VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Quoted prices in active markets for identical instruments<BR>
(Level 1)<BR>
$</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Significant other observable inputs<BR>
(Level 2)<BR>
$</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Significant unobservable inputs<BR>
(Level 3)<BR>
$</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=3><P ALIGN="CENTER">Balance,<BR>
March 31, 2014<BR>
$</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Balance,<BR>
March 31, 2013<BR>
$</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="BOTTOM" HEIGHT=7><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=7><P></P></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=7><P></P></TD>
<TD WIDTH="13%" VALIGN="BOTTOM" HEIGHT=7><P></P></TD>
<TD WIDTH="14%" VALIGN="TOP" COLSPAN=2 HEIGHT=7><P></P></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=7><P></P></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="LEFT">Cash</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">15,968</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=3><P ALIGN="RIGHT">15,968</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="RIGHT">217</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="16%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="14%" VALIGN="BOTTOM" COLSPAN=2>&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=3><P ALIGN="LEFT"></P>
<P ALIGN="CENTER">-51-</P>
<I><P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">Concentrations of Credit Risk</P>
</I><P ALIGN="JUSTIFY">The financial instrument which potentially subjects us to concentration of credit risk is cash. We placed our cash and cash equivalents with high credit quality financial institutions. As of March 31, 2014, we had Nil in a bank beyond the insured limit (March 31, 2013 - Nil). </P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137300">CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">We have had no disagreements with our independent registered public accountants with respect to accounting practices or procedures or financial disclosure.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137301">DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="LEFT">Our directors and executive officers and their respective ages as of the date of this prospectus are as follows: </P>
<P ALIGN="LEFT"></P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="33%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="LEFT">Name</B></U> </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="LEFT">Age</B></U></FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="LEFT">Position Held</B></U> </FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Philippe Deschamps</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">51</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">CEO, President and director</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Amanda Tseng</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">31</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">CFO, Corporate Secretary and director</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Savio Chiu</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">31</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Director</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Yuri Danilov</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<P ALIGN="LEFT">57</TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Director</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Mitch Tyler</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<P ALIGN="LEFT">61</TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Director</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="JUSTIFY">The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies:</P>
<B><I><P ALIGN="JUSTIFY">Philippe Deschamps</B>, Chief Executive Officer, President and a Director</P>
</I><P ALIGN="JUSTIFY">Mr. Deschamps has served as our CEO, President and director since June 13, 2014.  Mr. Deschamps offers extensive experience in pharmaceutical and healthcare commercialization. The depth of his expertise stems from his 27 years in the Health Sciences industry, half spent at Bristol Myers Squibb (NYSE: BMY), and half on the service side as CEO of GSW Worldwide, a leading healthcare commercialization company.  At GSW Worldwide, Mr. Deschamps was responsible for the GSW Worldwide operations which includes offices in the 15 major markets around the world with a turnover of $160 million.  He primarily consulted on global marketing, commercialization and new business model development for pharmaceutical, device and diagnostics companies. From 1986 to 1998, Mr. Deschamps served as director of neuroscience marketing at Bristol Myers Squibb (BMS) in Princeton, N.J., where he participated on several pre-launch global marketing teams in the neuroscience and pain therapeutic areas.  </P>
<P ALIGN="JUSTIFY">In February 2012, Mr. Deschamps joined MediMedia Health, a marketing services company as CEO. He was responsible for the strategic development of the organization, nurturing their clients and developing new non personal products and services for the Healthcare industry. In October 2013, he became CEO of NHC.</P>
<P ALIGN="JUSTIFY">Mr. Deschamps has a BSc. from the University of Ottawa in Canada which he obtained in 1985.</P>
<P ALIGN="CENTER">-52-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">It is expected that Mr. Deschamps will devote approximately 100% of his time to our business to effectively fulfill his duties as an officer and director.</P>
<B><I><P ALIGN="JUSTIFY">Amanda Tseng</B></I>, <I>Chief Financial Officer, Corporate Secretary and a</I> <I>Director</P>
</I><P ALIGN="JUSTIFY">Ms. Tseng has served as our CFO, Corporate Secretary and director since June 13, 2014.  Ms. Tseng is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of British Columbia which she obtained in 2007. From January 2012 to present, she serves as the Assistant Manager, Corporate Finance of Baron Global Financial Canada Ltd. From December 2008 to December 2011, Ms. Tseng served as the Manager of MNP LLP (Chang Lee LLP).</P>
<P ALIGN="JUSTIFY">Ms. Tseng is not a party to any employment, non-competition or confidentiality agreement with the Company. It is expected that Ms. Tseng will devote approximately 30% of her time to our business to effectively fulfill her duties as an officer.</P>
</FONT><B><I><P ALIGN="LEFT">Savio Chiu</B></I>, <I>Director</P>
</I><FONT SIZE=3><P ALIGN="JUSTIFY">Mr. Chiu has served as one of our directors since June 13, 2014.  From April 2011 to present, Mr. Chiu serves as the Chief Financial Officer and Corporate Secretary of Confederation Minerals Ltd. (TSXV: CFM).  From December 2010 to present, Mr. Chiu serves as a director of Finore Mining Inc. (CSE: FIN).  From June 2009 to present, Mr. Chiu has been the Senior Manager, Corporate Finance of Baron Global Financial Canada Ltd. From October 2010 to August 2013, Mr. Chiu served as the Chief Financial Officer of Golden Fame Resources Corp. (TSXV: PFE).  From July 2010 to June 2011, he served as the Chief Financial Officer of Cassius Ventures Ltd. (TSXV: CZ).</P>
<P ALIGN="JUSTIFY">Mr. Chiu is a Chartered Accountant and holds a Bachelor of Commerce degree in Accounting from the University of British Columbia which he obtained in 2005.</FONT> </P>
<FONT SIZE=3><P ALIGN="JUSTIFY">Mr. Chiu is not a party to any employment, non-competition or confidentiality agreement with the Company. It is expected that Mr. Chiu will devote approximately 20% of his time to our business to effectively fulfill his duties as a director.</P>
<B><I><P ALIGN="JUSTIFY">Yuri Danilov</B></I>, <I>Director</P>
</I><P ALIGN="JUSTIFY">Mr. Danilov has served as one of our directors since June 13, 2014.  Mr. Danilov is currently the Research Director in Tactil Communication and Neurorehabilitation Laboratory, UW-Madison (2008 to present), co-owner and Neuroscience Director of Advanced NeuroRehablitation LLC (2009 to present), former Research Director of Wicab, Inc (2002 to 2004).  He is also currently a Senior Scientist of Biomedical Engineering Department of University of Wisconsin-Madison (2008 to present). </P>
<P ALIGN="JUSTIFY">Mr. Danilov received his Ph.D. in Neuroscience from Pavlov Institute of Physiology, Russian Academy of Science in 1984.</P>
<P ALIGN="JUSTIFY">Mr. Danilov is not a party to any employment, non-competition or confidentiality agreement with the Company. It is expected that Mr. Danilov will devote approximately 20% of his time to our business to effectively fulfill his duties as a director</P>
<B><I><P ALIGN="JUSTIFY">Mitch Tyler</B></I>,<B><I> </B>Director</P>
</I><P ALIGN="JUSTIFY">Mr. Tyler has served as one of our directors since June 13, 2014.  Mr. Tyler is currently the co-owner of Advanced NeuroRehablitation LLC (2009 to present).  Mr. Tyler is also currently the Clinical Director of Education/Training of NHC. He received his M.S. of Bioengineering from University of California in </P>
<P ALIGN="CENTER">-53-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">1985 and is currently working on his PH.D. in Biomedical Engineering at the University of Wisconsin.  </FONT>In addition, Mr. Tyler was the Principal Investigator for Wicab, Inc. from 1998 to 2006.</P>
<FONT SIZE=3><P ALIGN="JUSTIFY">Mr. Tyler is not a party to any employment, non-competition or confidentiality agreement with the Company. It is expected that Mr. Tyler will devote approximately 20% of his time to our business to effectively fulfill his duties as a director</P>
<B><P ALIGN="JUSTIFY">Term of Office  </P>
</B><P ALIGN="JUSTIFY">Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until they resign or are removed from the board in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until they resign or are removed from office by the Board of Directors.</P>
<B><P ALIGN="JUSTIFY">Significant Employees</P>
</B><P ALIGN="JUSTIFY">We have no significant employees other than the officers and directors described above. </P>
<B><P ALIGN="JUSTIFY">Family Relationships</P>
</B><P ALIGN="JUSTIFY">There are no family relationships among our directors and officers.</P>
<B><P ALIGN="JUSTIFY">Involvement in Certain Legal Proceedings</P>
</B><P ALIGN="JUSTIFY">Except as disclosed in this prospectus, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;</P>
<P ALIGN="JUSTIFY">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);</P>
<P ALIGN="JUSTIFY">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">i.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;</P>
<P ALIGN="JUSTIFY">ii.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Engaging in any type of business practice; or</P>
<P ALIGN="JUSTIFY">iii.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="CENTER">-54-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P><DIR>
<DIR>

<P ALIGN="JUSTIFY">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;</P>
<P ALIGN="JUSTIFY">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;</P>
<P ALIGN="JUSTIFY">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;</P>
<P ALIGN="JUSTIFY">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">i.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any Federal or State securities or commodities law or regulation; or</P>
<P ALIGN="JUSTIFY">ii.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or</P>
<P ALIGN="JUSTIFY">iii.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">There are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.</P>
<B><P ALIGN="LEFT">Code of Ethics</P>
</B><P ALIGN="JUSTIFY">We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers; however, we plan to consider implementing such a code in the near future. </P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137302">EXECUTIVE COMPENSATION</A></P>
</FONT><FONT SIZE=3><P ALIGN="LEFT">Compensation Discussion and Analysis</P>
</B><P ALIGN="JUSTIFY">The table below summarizes all compensation awarded to, earned by or paid to our executive officers by any person for all services rendered in all capacities to them during our fiscal years ended March 31, 2014 </P>
<P ALIGN="CENTER">-55-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="CENTER">Summary Compensation Table</P></B></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=678>
<TR><TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="LEFT">Name and Principal Position</B></FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Year</B></FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Salary<BR>
($)</B></FONT></TD>
<TD WIDTH="8%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Bonus<BR>
($)</B></FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Stock<BR>
Awards<BR>
($)</B></FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Option<BR>
Awards<BR>
($)</B></FONT></TD>
<TD WIDTH="10%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Non-Equity Incentive Plan Compen-sation<BR>
($)</B></FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=1><P ALIGN="CENTER">Non-qualified Deferred Compen-sation Earnings<BR>
($)</B></FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">All Other Com-pen-sation<BR>
($)</B></FONT></TD>
<TD WIDTH="10%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=1><P ALIGN="CENTER">Total <BR>
($)</B></FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=69>
<B><FONT SIZE=2><P ALIGN="LEFT">Philippe Deschamps, <BR>
</B><I>Chief Executive Officer, President and Director(1)</I></FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=69>
<FONT SIZE=2><P ALIGN="LEFT">2014</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=69>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP" HEIGHT=69>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=69>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=69>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=69>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=69>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" COLSPAN=3 HEIGHT=69>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=69>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=76>
<B><FONT SIZE=2><P ALIGN="LEFT">Amanda Tseng, <BR>
</B><I>Chief Financial Officer, Corporate Secretary and Director(2)</I></FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="LEFT">2014</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" COLSPAN=3 HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=76>
<B><FONT SIZE=2><P ALIGN="LEFT">Marco Babini<I>,</P>
</B><P ALIGN="LEFT">Former CEO, President and Director(3)</I></FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="LEFT">2014</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">7,500</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP" COLSPAN=3 HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">Nil</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=76>
<FONT SIZE=2><P ALIGN="CENTER">7,500</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=1><P ALIGN="LEFT">(1)  Mr. Deschamps was appointed as our CEO, President and a director on June 13, 2014.  Pursuant to Mr. Deschamps employment agreement, Mr. Deschamps will have the opportunity to receive a target annual bonus of thirty percent of the base salary of $300,000, conditioned upon, and subject to upward or downward in good faith by the board of directors. <BR>
(2)  Ms. Tseng was appointed as our CFO, Corporate Secretary and a director on June 13, 2014.  Pursuant to an advisory agreement between the Company and Baron Global Financial Canada Ltd. ("Baron"), Baron receives an advisory fee of $12,500 per month, which is the portion attributable to Mr. Tseng's salary.<BR>
(3)  Marco Babini resigned as our CEO, President and a director on June 13, 2014.  Mr. Babini was paid a total of $7,500 by the Company for consulting services. </P>
</FONT><B><FONT SIZE=3><P ALIGN="JUSTIFY">Outstanding Equity Awards</P>
</B><P ALIGN="JUSTIFY">As at March 31, 2014, there were no outstanding stock options as we did not have a stock incentive plan until our board of directors adopted the 2014 Plan on June 16, 2014. </P>
<B><P ALIGN="JUSTIFY">Compensation of Directors </P>
</B><P ALIGN="JUSTIFY">The table below summarizes all compensation awarded to, earned by or paid to our directors during our fiscal year ended March 31, 2014. Certain of our directors served as officers of our Company, and any compensation they received due to their services are disclosed in the table above and are not included in the table below. </P>
<P ALIGN="CENTER">-56-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
</FONT><B><P ALIGN="CENTER">Director Compensation</P></B>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=658>
<TR><TD WIDTH="19%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="LEFT">Name </B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">Fees earned or paid in cash</P>
<P ALIGN="CENTER">($)</B></FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">Stock<BR>
Awards<BR>
($)</B></FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">Option<BR>
Awards<BR>
($)</B></FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">Non-Equity Incentive Plan Compen-sation<BR>
($)</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">Non-qualified Deferred Compen-sation Earnings<BR>
($)</B></FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">All Other Compen-sation<BR>
($)</B></FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">Total <BR>
($)</B></FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=3><P ALIGN="LEFT">Marco Babini <SUP>(1)(2)</SUP></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=3><P ALIGN="LEFT">Philippe Deschamps <SUP>(1)(3)</SUP></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=14>
<FONT SIZE=3><P ALIGN="LEFT">Amanda Tseng<SUP>(1)(4)</SUP></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=14>
<FONT SIZE=3><P ALIGN="LEFT">Savio Chiu<SUP>(5)</SUP></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP" COLSPAN=2 HEIGHT=14>
<FONT SIZE=3><P ALIGN="LEFT">Yuri Danilov(6)</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP" COLSPAN=2 HEIGHT=14>
<FONT SIZE=3><P ALIGN="LEFT">Mitch Tyler<SUP>(7)</SUP></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=14>
<FONT SIZE=3><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">(1) </FONT></TD>
<TD WIDTH="96%" VALIGN="MIDDLE" COLSPAN=8>
<FONT SIZE=1><P ALIGN="LEFT">See Summary Compensation Table above.</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">(2)</FONT></TD>
<TD WIDTH="96%" VALIGN="MIDDLE" COLSPAN=8>
<FONT SIZE=1><P ALIGN="LEFT">Mr. Babini resigned as our CEO, President and a director on June 13, 2014.</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">(3)</FONT></TD>
<TD WIDTH="96%" VALIGN="MIDDLE" COLSPAN=8>
<FONT SIZE=1><P ALIGN="LEFT">Mr. Deschamps was appointed as our CEO, President and a director on June 13, 2014.</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">(4)</FONT></TD>
<TD WIDTH="96%" VALIGN="MIDDLE" COLSPAN=8>
<FONT SIZE=1><P ALIGN="LEFT">Ms. Tseng was appointed as our CFO, Corporate Secretary and a director on June 13, 2014.  </FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">(5)</FONT></TD>
<TD WIDTH="96%" VALIGN="MIDDLE" COLSPAN=8>
<FONT SIZE=1><P ALIGN="LEFT">Mr. Chiu was appointed as a director on June 13, 2014.</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">(6)</FONT></TD>
<TD WIDTH="96%" VALIGN="MIDDLE" COLSPAN=8>
<FONT SIZE=1><P ALIGN="LEFT">Mr. Danilov was appointed as a director on June 13, 2014.</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="LEFT">(7)</FONT></TD>
<TD WIDTH="96%" VALIGN="MIDDLE" COLSPAN=8>
<FONT SIZE=1><P ALIGN="LEFT">Mr. Tyler was appointed as a director on June 13, 2014.</FONT></TD>
</TR>
</TABLE>

<B><FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Employment Contracts, Termination of Employment, Change-in-control Arrangements</P>
</B><P ALIGN="JUSTIFY">On June 13, 2014, we entered into an employment agreement with Philippe Deschamps with respect to serving as our President and CEO.  Pursuant to such employment agreement, Mr. Deschamps will receive a base salary at an annualized rate of $250,000 until investments in the Company reach a level of US$5 million (the 'Financing Threshold") and after such Financing Threshold is met, his base salary will increase to $300,000 until the end of the employment term, which is at-will.  In addition to Mr. Deschamps' base salary, he shall have the opportunity to receive a target annual bonus of 30% of the base salary, conditional upon, and subject to upward or downward adjustment based upon, achievement of the Company and individual goals to be established in good faith by the board of directors and Mr. Deschamps, which goals have not yet been established.  If Mr. Deschamps is terminated without cause, the Company shall pay Mr. Deschamps an aggregate amount equal to the sum of his base salary and the earned portion of the annual bonus paid for the year preceding the year of his termination of which such amount is to be paid in equal monthly installments during the twelve (12) month period following such termination of employment.</P>
<B><P ALIGN="JUSTIFY">Management Contracts</P>
</B><P ALIGN="JUSTIFY">Effective July 1, 2014, Baron Group Financial Canada Ltd. has been engaged as an advisor to provide corporate advisory and CFO services.  The corporate advisory services will include advising on corporate governance, assisting in compliance with the standards and policies of stock exchanges and regulators, advising on continuous disclosure requirements, compilation of financial statements, liaising with legal counsel, auditors and transfer agent, and assisting/advising on corporate finance related matters.  The CFO services will be provided by Amanda Tseng, who is an employee of Baron Group Financial Canada Ltd.</P>
<P ALIGN="CENTER">-57-</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="LEFT"><A NAME="_Toc386137303"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="CENTER">SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 10, 2014 by: (i) each person (including any group) known to us to own more than 5% of our shares of common stock; (ii) each of our directors; (iii) each of our officers; and (iv) our officers and directors as a group. To our knowledge, each holder listed possesses sole voting and investment power with respect to the shares shown. </P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=3 WIDTH=679>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="CENTER">Title of class</B></U></FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="CENTER">Name and address of beneficial <BR>
owner</B></U><SUP>(1)</SUP></FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="CENTER">Amount and nature</B></U> <BR>
<B><U>of beneficial owner</B></U><SUP>(2)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="CENTER">Percentage of</B></U> <BR>
<B><U>class</B></U><SUP>(3)</SUP></FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=4>
<I><FONT SIZE=3><P ALIGN="LEFT">Officers and Directors</I> </FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Common Stock </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Philippe Deschamps</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">16,635,026<SUP>(4)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">26.1%</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Common Stock </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Amanda Tseng</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">20,000<SUP>(5)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(*)</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Common Stock </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Savio Chiu</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">20,000<SUP>(6)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(*)</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Common Stock </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Yuri Danilov</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">133,333<SUP>(7)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(*)</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Common Stock </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Mitch Tyler</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">133,333<SUP>(8)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(*)</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT"><A NAME="page_50"></A>Common Stock </FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">All executive officers and directors as a group (5 persons) </FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">16,941,692<SUP>(9)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">26.5%</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=4>
<I><FONT SIZE=3><P ALIGN="LEFT">Persons owning more than 5% of voting securities</I></FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Common Stock</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">MPJ Healthcare, LLC<BR>
208 Palmer Aly<BR>
Newtown, PA  18940</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">16,035,026<SUP>(10)</SUP> </FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">25.4%</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Common Stock</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Advanced NeuroRehabilitation, LLC<BR>
510 Charmany Dr., Suite 175F<BR>
Madison, WI  53719</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">16,035,026<SUP>(11)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">25.4%</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="LEFT">(*)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;indicates less than 1%.<BR>
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT SIZE=1>The address of our officers and directors is our Company's address, which is 12 Penns Trail, Newtwon, PA  18940.<BR>
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.<BR>
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based on 63,104,788 shares of our common stock issued and outstanding as of July 10, 2014.<BR>
(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This figure includes: (i) 16,035,026 shares of common stock held by MPJ Healthcare, LLC, which are deemed to be indirectly owned by Mr. Deschamps as he controls discretion with respect to voting and dispositive power over such shares; and (ii) 600,000 stock options held of record by Mr. Deschamps which are vested and are exercisable into 600,000 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.<BR>
(5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This figure includes 20,000 stock options held of record by Ms. Tseng which are vested and are exercisable into 20,000 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.<BR>
(6)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This figure includes 20,000 stock options held of record by Mr. Chiu which are vested and are exercisable into 20,000 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.</P>
</FONT><FONT SIZE=3><P ALIGN="CENTER">-58-</P>
</FONT><FONT SIZE=1><P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT">(7)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This figure includes 133,333 stock options held of record by Mr. Danilov which are vested and are exercisable into 133,333 shares of common stock at CDN$0.60 per share expiring on June 18, 2019. <BR>
(8)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This figure includes 133,333 stock options held of record by Mr. Tyler which are vested and are exercisable into 133,333 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.<BR>
(9)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This figure includes: (i) 16,035,026 shares of common stock; and (ii) stock options to purchase 906,666 shares of our common stock.<BR>
(10)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;MPJ Healthcare, LLC is beneficially owned by Montel Williams as to 60%, Philippe Deschamps as to 20%, and Jonathan Sackier as to 20%.  However, Mr. Deschamps is deemed to indirectly own the shares held of record by MPJ Healthecare, LLC as he controls discretion with respect to voting and dispositive power over such shares.<BR>
(11)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Advanced NeuroRehabilitation, LLC is beneficially owned by Kurt Kaczmarek as to 26.67%, Yuri Danilov as to 26.67%, Mitch Tyler as to 26.67%, Klus Family Trust 1 as to 10%, and Klus Family Trust 2 as to 10%.  However, Kurt Kaczmarek is deemed to indirectly own the shares held of record by Advanced NeuroRehabilitation, LLC as he controls discretion with respect to voting and dispositive power over such shares.</P>
</FONT><B><FONT SIZE=3><P ALIGN="LEFT">Changes in Control</P>
</B><P ALIGN="JUSTIFY">We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137304">EXPERTS</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="OLE_LINK1"><A NAME="OLE_LINK8">Holland &amp; Hart LLP, our independent special legal counsel, has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.</P>
<P ALIGN="JUSTIFY"></A></A>The audited financial statements included in this prospectus have been audited by Davidson &amp; Company LLP, Chartered Accountants, which is an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere in this prospectus.  These financial statements are included in reliance upon the authority of said firms as experts in auditing and accounting.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137305">INTERESTS OF NAMED EXPERTS AND COUNSEL</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">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 offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a substantial interest, direct or indirect, in our company, nor was any such person connected with our company as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137306">TRANSACTIONS WItH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS, AND DIRECTOR INDEPENDENCE</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Except as described below, there are no transactions from our inception (March 13, 2014) to date, or any currently proposed transactions, in which we were or are to be a participant where the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end from or inception (March 13, 2014), and in which any "related person" had or will have a direct or indirect material interest. "Related person" includes:</P></FONT>
<TABLE BORDER=0 CELLSPACING=0 WIDTH=624>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">(a)</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">any of our directors or officers;</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">(b)</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">any person proposed as a nominee for election as a director;</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">(c)</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">(d)</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the foregoing persons who has the same house as any of such person.</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="CENTER">-59-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">Related Party Transactions</P>
</B><I><U><P ALIGN="JUSTIFY">Agreement and Plan of Merger with NHC</P>
</I></U><P ALIGN="JUSTIFY">On June 6, 2014, we entered into an Agreement and Plan of Merger among us, HMT Mergersub, Inc., our wholly-owned subsidiary, and NHC.  Pursuant to the Agreement and Plan of Merger we issued 35,300,083 shares to the shareholders of NHC.  Two of the shareholders of NHC that received 16,035,026 shares each were MPJ Healthcare, LLC and Advanced Rehabilitation, LLC whereby Mr. Philippe Deschamps, our current President, CEO and director, is one of three beneficial owners of MPJ Healthcare, LLC and Messrs. Yuri Danilov and Mitch Tyler, our current directors, are two of five beneficial owners of Advanced Rehabilitation, LLC. </P>
<I><U><P ALIGN="JUSTIFY">Employment Agreement with Philippe Deschamps</P>
</I></U><P ALIGN="JUSTIFY">On June 13, 2014, we entered into an employment agreement with Philippe Deschamps with respect to serving as our President and CEO.  Pursuant to such employment agreement, Mr. Deschamps will receive a base salary at an annualized rate of $250,000 until investments in the Company reach a level of US$5 million (the 'Financing Threshold") and after such Financing Threshold is met, his base salary will increase to $300,000 until the end of the employment term, which is at-will.  In addition to Mr. Deschamps' base salary, he shall have the opportunity to receive a target annual bonus of 30% of the base salary, conditional upon, and subject to upward or downward adjustment based upon, achievement of the Company and individual goals to be established in good faith by the board of directors and Mr. Deschamps, which goals have not yet been established.  If Mr. Deschamps is terminated without cause, the Company shall pay Mr. Deschamps an aggregate amount equal to the sum of his base salary and the earned portion of the annual bonus paid for the year preceding the year of his termination of which such amount is to be paid in equal monthly installments during the twelve (12) month period following such termination of employment.</P>
<I><U><P ALIGN="JUSTIFY">Sublicense Agreement with Advanced Rehabilitation, LLC</P>
</I></U><P ALIGN="JUSTIFY">Pursuant to an amended and restated sublicense agreement (the "Sublicense Agreement") between Advanced Rehabilitation, LLC ("ANR") and NHC, dated June 6, 2014, ANR has granted NHC a worldwide, exclusive license to make, have made, use, lease and sell devices utilizing the Patent Rights.  In addition, ANR has agreed that ownership of any improvements, enhancements or derivative works of the Patent Rights which are developed by NHC or ANR shall be owned by NHC, provided that if NHC decides not to patent such improvements, ANR may choose to pursue patent rights independently.  Pursuant to the Sublicense Agreement, NHC has agreed to pay ANR royalties equal to 4% of NHC's revenues collection from the sale of devises covered by the Patent Rights and services related to the therapy or use of devises covered by the Patent Rights in therapy services.  Messrs. Yuri Danilov and Mitch Tyler, our current directors, are two of five beneficial owners of ANR.</P>
<B><P ALIGN="LEFT">Review, Approval and Ratification of Related Party Transactions</P>
</B><P ALIGN="JUSTIFY">Our Board of Directors has responsibility for establishing and maintaining guidelines relating to any related party transactions between us and any of our officers or directors. Any conflict of interest between a director or officer and us must be referred to the non-interested directors, if any, for approval. We intend to adopt written guidelines for the board of directors which will set forth the requirements for review and approval of any related party transactions.</P>
<P ALIGN="CENTER">-60-</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="JUSTIFY">Director Independence</P>
</B><P ALIGN="JUSTIFY">The Board of Directors has determined that Savio Chiu, Yuri Danilov and Mitch Tyler each qualify as independent directors under the listing standards of the NYSE MKT Equities Exchange.<B> </P>
</FONT><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137307">DISCLOSURE OF commission POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">Our directors and officers are indemnified as provided by the Wyoming Business Corporation Act, our Articles of Continuance and our Bylaws.</P>
<P ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc117159890"><A NAME="_Toc386137308">WHERE YOU CAN FIND MORE INFORMATION</A></A></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of our Company. You may inspect the registration statement, exhibits and schedules filed with the SEC at the SEC's principal office in Washington, D.C. Copies of all or any part of the registration<A NAME="page_35"></A> statement may be obtained from the Public Reference Section of the SEC, at 100 F Street, NE, Washington, D.C. 20549, on official business days during the hours of 10:00 a.m. to 3:00 p.m. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the SEC. Our registration statement and the referenced exhibits can also be found on this site.</P>
<P ALIGN="CENTER">-61-</P>
<B><P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">DEALER PROSPECTUS DELIVERY OBLIGATION</P>
</B><P ALIGN="JUSTIFY">No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such information or representations may not be relied on as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in our affairs since the date of this prospectus. This prospectus does not constitute any offer to sell, or solicitation of any offer to buy, by any person in any jurisdiction in which it is unlawful for any such person to make such an offer or solicitation. Neither the delivery of this prospectus nor any offer, solicitation or sale made hereunder, shall under any circumstances create any implication that the information herein is correct as of any time subsequent to the date of the prospectus.</P>
</FONT><B><FONT FACE="Times New (W1),Times New Roman" SIZE=3><P ALIGN="CENTER"><A NAME="_Toc386137309">INDEX TO FINANCIAL STATEMENTS</A></P>
</B></FONT><FONT SIZE=3><P ALIGN="LEFT">&nbsp;</P>
<B><I><U><P ALIGN="LEFT">Audited Financial Statements of Helius Medical Technologies, Inc. for the year ended March 31, 2014</P></B></I></U></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=9 WIDTH=642>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Report of Independent Registered Public Accounting Firm</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-1</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Balance Sheet as at March 31, 2014</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-2</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Statement of Operations and Comprehensive Loss for the period from March 13, 2014 to March 31, 2014.</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-3</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Statement of Stockholder's Equity for the period from March 13, 2014 to March 31, 2014</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-4</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Statement of Cash Flows for the period from March 13, 2014 to March 31, 2014</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-5</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Notes to Financial Statements</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-6</FONT></TD>
</TR>
</TABLE>

<B><I><U><FONT SIZE=3><P ALIGN="LEFT">Audited Financial Statements of NeuroHabilitation Corporation for the year ended March 31, 2014</P></B></I></U></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=9 WIDTH=642>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Report of Independent Registered Public Accounting Firm</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-10</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Balance Sheets as at March 31, 2014 and 2013</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-11</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Statements of Loss and Comprehensive Loss for the Year Ended March 31, 2014, period from inception to March 31, 2013 and for the period from inception to March 31, 2014</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-12</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Statements of Stockholders' Equity (Deficiency) for the period from inception to March 31, 2014</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-13</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Statements of Cash Flows for the Year Ended March 31, 2014, period from inception to March 31, 2013 and for the period from inception to March 31, 2014</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-14</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Notes to Financial Statements</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-15</FONT></TD>
</TR>
</TABLE>

<P ALIGN="CENTER">-62-</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT"></P>
<P ALIGN="LEFT">&nbsp;</P>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=9 WIDTH=642>
<TR><TD WIDTH="92%" VALIGN="TOP">
<B><I><U><FONT SIZE=3><P ALIGN="LEFT">Unaudited Pro-Forma Financial Information for the Year Ended March 31, 2014</B></I></U></FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Pro Forma Consolidated Balance Sheet as at March 31, 2014</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-23</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Pro Forma Consolidated Statement of Loss and Comprehensive Loss for the Year Ended March 31, 2014</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-24</FONT></TD>
</TR>
<TR><TD WIDTH="92%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Notes to Pro Forma Consolidated Financial Statements</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">F-25</FONT></TD>
</TR>
</TABLE>

<B><FONT SIZE=2><P ALIGN="CENTER">-63-</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
</FONT><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Report of Independent Registered Public Accounting Firm</P>
</B><FONT SIZE=2><P ALIGN="LEFT"></P>
</FONT><P ALIGN="LEFT">To the Shareholders and Directors of<BR>
Helius Medical Technologies, Inc. (A Development Stage Company)</P>
<FONT SIZE=2><P ALIGN="LEFT"></P>
<P ALIGN="JUSTIFY">We have audited the accompanying financial statements of Helius Medical Technologies, Inc. (the "Company"), which comprise the balance sheet of Helius Medical Technologies, Inc. as of March 31, 2014, and the related statements of operations and comprehensive loss, stockholders' equity, and cash flows for the period from inception on March&nbsp;13, 2014 to March 31, 2014. These 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.</P>
<P ALIGN="JUSTIFY">We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. We believe that our audit provide a reasonable basis for our opinion.</P>
<P ALIGN="JUSTIFY">In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Helius Medical Technologies, Inc. as of March 31, 2014, and the results of its operations and its cash flows for the period from inception on March 13, 2014 to March 31, 2014 in conformity with accounting principles generally accepted in the United States of America.</P>
<P ALIGN="JUSTIFY">The accompanying financial statements have been prepared assuming that Helius Medical Technologies, Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, Helius Medical Technologies, Inc. has suffered recurring losses from operations and has a net capital deficiency.  These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</P>
<P ALIGN="JUSTIFY"></P>
</FONT><B><P ALIGN="RIGHT">"DAVIDSON &amp; COMPANY LLP"</P>
</B><FONT SIZE=2><P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=755>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=2><P ALIGN="JUSTIFY">Vancouver, Canada </FONT></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=2><P ALIGN="RIGHT">Chartered Accountants</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=1><P></P></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=1><P></P></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=2><P ALIGN="JUSTIFY">June 16, 2014</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=1><P></P></TD>
</TR>
</TABLE>

<P ALIGN="LEFT"></P>
<B><FONT SIZE=2><P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT"><A NAME="_GoBack"></A></P>
</B><P ALIGN="CENTER">F-1</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P></FONT>
<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=7 WIDTH=658>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=81>
<B><FONT SIZE=2><P ALIGN="LEFT">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)<BR>
</B>(A development stage company)<BR>
<B> Balance Sheet<BR>
</B>(Expressed in United States Dollars)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
</TABLE>

<P ALIGN="LEFT"><IMG SRC="image410.gif" WIDTH=606 HEIGHT=465></P>
<FONT SIZE=2><P ALIGN="LEFT"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="LEFT">Nature and continuance of operations (Note 1)</P>
<P ALIGN="LEFT">Subsequent events (Note 4)</P>
<P ALIGN="LEFT">These financial statements are authorized for issue by the Board of Directors on June 16, 2014. They are signed on the Company's behalf by:</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=623>
<TR><TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="9%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19>
<I><FONT SIZE=2><P ALIGN="LEFT">"Savio Chiu "</I></FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM" HEIGHT=19>
<FONT SIZE=2><P ALIGN="LEFT">Director</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19>
<I><FONT SIZE=2><P ALIGN="LEFT">"Amanda Tseng "</I></FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=19>
<FONT SIZE=2><P ALIGN="LEFT">Director</FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19>
<FONT SIZE=2><P ALIGN="LEFT"> </FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="49%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=19>
<FONT SIZE=2><P ALIGN="LEFT"> </FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">(The accompanying notes are an integral part of these financial statements.)</P>
<P ALIGN="CENTER">F-2</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P></FONT>
<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=7 WIDTH=659>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=81>
<B><FONT SIZE=2><P ALIGN="LEFT">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)<BR>
</B>(A development stage company)<BR>
<B> Statement of operations and comprehensive loss<BR>
</B>(Expressed in United States Dollars)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="CENTER"> </P>
</FONT><P ALIGN="LEFT"><IMG SRC="image411.gif" WIDTH=548 HEIGHT=378></P>
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> (The accompanying notes are an integral part of these financial statements.</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">F-3</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P></FONT>
<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=7 WIDTH=659>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=96>
<B><FONT SIZE=2><P ALIGN="LEFT">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)<BR>
</B>(A development stage company)<BR>
<B>Statement of stockholders' equity <BR>
March 13, 2013 (inception) to March 31, 2014<BR>
</B>(Expressed in United States Dollars)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="CENTER"></P>
</FONT><P ALIGN="JUSTIFY"><IMG SRC="image412.gif" WIDTH=664 HEIGHT=220></P>
<FONT SIZE=2><P ALIGN="LEFT"></P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="CENTER">(The accompanying notes are an integral part of these financial statements.)</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">F-4</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P></FONT>
<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=7 WIDTH=659>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=81>
<B><FONT SIZE=2><P ALIGN="LEFT">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)<BR>
</B>(A development stage company)<BR>
<B> Statement of cash flows<BR>
</B>(Expressed in United States Dollars)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="LEFT">  <IMG SRC="image413.gif" WIDTH=519 HEIGHT=454></P>
<P ALIGN="LEFT">(The accompanying notes are an integral part of these financial statements.)<B> </P>
</B><P ALIGN="LEFT"></P>
<P ALIGN="CENTER">F-5</P>
<B><P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the period ended March 31, 2014<BR>
</B>(Expressed in United States Dollars)</P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NATURE AND CONTINUANCE OF OPERATIONS</P>
</B><P ALIGN="JUSTIFY">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.) ("Helius" or the "Company") was incorporated in British Columbia, Canada, on March 13, 2014. The Company is engaged primarily in the business of medical technology industry. On May 28, 2014, the Company completed a continuation via a plan of arrangement whereby the Company moved from being a corporation governed by the British Columbia Corporations Act to a corporation governed by the Wyoming Business Corporations Act. The Company's head office is located at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, Canada.</P>
<P ALIGN="JUSTIFY">The financial information is presented in United States Dollars and the functional currency of the Company is the Canadian Dollar. </P>
<P ALIGN="JUSTIFY">The Company has not incurred any revenue or expenses since inception and, as of March 31, 2014, the Company has a working capital of $9 and an accumulated deficit during the development stage of $nil. Until the Company generates a level of revenue to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows. While the Company had cash of $9 as of March 31, 2014, management does not believe these resources will be sufficient to meet the Company's operating and capital needs through 2015.</P>
<P ALIGN="JUSTIFY">The Company intends to fund ongoing activities by utilizing current cash and cash equivalents and by raising additional capital though equity or debt financings. The Company is in the process of negotiating certain agreements subsequent to March 31, 2014, to raise additional capital as detailed in Note 4. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property.</P>
<P ALIGN="JUSTIFY">The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the liabilities in the normal course of business. The Company is currently seeking for additional financing subsequent to year end. See Note 4. However, given the Company's current cash and cash equivalents balance and the Company's planned operating activities, there is substantial doubt about the Company's ability to continue as a going concern. Even if the Company is able to raise additional capital, the Company may never become profitable, or if the Company does attain profitable operations, the Company may not be able to sustain profitability and positive cash flows on a recurring basis.</P>
<B><P ALIGN="JUSTIFY">2. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SIGNIFICANT ACCOUNTING POLICIES</P>
<P ALIGN="JUSTIFY">Basis of Presentation</P>
</B><P ALIGN="JUSTIFY">The Company's annual financial statements have been presented in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") that are published at the time of preparation and that are effective on March 31, 2014.</P>
<B><P ALIGN="JUSTIFY">Development Stage</P>
</B><P ALIGN="JUSTIFY">The Company is considered a "development stage" entity, as it has not yet generated revenues from the sale of products. The Company has been researching and developing new technologies and product applications. The Company will continue as a development stage entity, including reporting "inception to-date" amounts and cumulative equity transactions, until such time, if any, as the Company generates revenue, and commences its planned principal operations.</P>
<B><I><P ALIGN="JUSTIFY"></P>
</B></I><P ALIGN="CENTER">F-6</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT"></P>
<P ALIGN="LEFT">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the period ended March 31, 2014<BR>
</B>(Expressed in United States Dollars)</P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Use of Estimates</P>
</B><P ALIGN="JUSTIFY">The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.  Financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both the current and future periods.</P>
<B><P ALIGN="JUSTIFY">Cash and Cash Equivalents</P>
</B><P ALIGN="JUSTIFY">All highly liquid investments with original maturities of three months or less are classified as cash equivalents. As at March 31, 2014, the Company does not have such investments. Cash and cash equivalents as at March 31, 2014 only include cash.</P>
<B><P ALIGN="JUSTIFY">Patents</P>
</B><P ALIGN="JUSTIFY">Costs related to patent development, filing, and maintenance are expensed as incurred since the underlying technology associated with these assets is purchased or incurred in connection with our research and development efforts and the future realizable value cannot be determined. </P>
<B><P ALIGN="JUSTIFY">Concentrations of Credit Risk</P>
</B><P ALIGN="JUSTIFY">The financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company placed its cash and cash equivalent with high credit quality financial institution. As of March 31, 2014, the Company had $nil in a bank beyond the insured limits. </P>
<B><P ALIGN="JUSTIFY">Research and Development</P>
</B><P ALIGN="JUSTIFY">Research and development costs are expensed as incurred. These costs include business development, and consulting and legal services. </P>
<B><P ALIGN="JUSTIFY">Income Taxes</P>
</B><P ALIGN="JUSTIFY">The Company has adopted ASC 740, "<I>Income Taxes</I>", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. Due to the limited nature of the Company's operations as at March 31, 2014, no current and deferred income tax disclosure has been presented as it is considered immaterial. </P>
<B><P ALIGN="JUSTIFY">Stock-Based Compensation</P>
</B><P ALIGN="JUSTIFY">The Company applies the fair value method of accounting for all stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black Scholes option pricing model. The options are expensed over the vesting period of the options.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">F-7</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT"></P>
<B><P ALIGN="LEFT">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the period ended March 31, 2014<BR>
</B>(Expressed in United States Dollars)</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Foreign Exchange</P>
</B><P ALIGN="JUSTIFY">The Company's functional currency is the Canadian Dollar as this is the principal currency of the economic environment in which the Company operates.  The presentation currency is the United States Dollar.</P>
<P ALIGN="JUSTIFY">Non-monetary items, revenue and expenses that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Any monetary assets and liabilities that are in a different functional currency are translated at the rate prevailing at year end.</P>
<P ALIGN="JUSTIFY">Assets and liabilities of the Company are translated into U.S. dollars at the exchange rate at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rate. Translation adjustments are reported as cumulative translation adjustment and are shown as a separate component of other comprehensive income (loss) in the statements of stockholders' equity (deficiency). </P>
<B><P ALIGN="JUSTIFY">Net Loss Per Common Share</P>
</B><P ALIGN="JUSTIFY">Basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of outstanding common shares for the period, without consideration for common share equivalents. Diluted net loss per share is computed by dividing the net earnings (loss) attributable to common shareholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method, as applicable. </P>
<B><P ALIGN="JUSTIFY">Fair Value of Financial Assets and Liabilities</P>
</B><P ALIGN="JUSTIFY">All financial assets and financial liabilities are initially recorded at fair value and designated upon inception into one of the following categories:  held-to-maturity, available-for-sale, loans and receivables or at held for trading.</P>
<P ALIGN="JUSTIFY">Financial assets classified as held for trading are measured at fair value with unrealized gains and losses recognized through profit and loss.  Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income.  Held-to-maturity instruments, loans and receivables and other financial liabilities and loss are measured at amortized cost using the effective interest rate method. Cash has been classified as held for trading.</P>
<P ALIGN="LEFT">The Company has implemented the following classifications for its financial instruments:</P>
<P ALIGN="LEFT">ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value;</P>
<P ALIGN="LEFT">Level 1- Quoted prices in active markets for identical assets or liabilities;</P>
<P ALIGN="LEFT">Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and</P>
<P ALIGN="LEFT">Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. </P>
<P ALIGN="LEFT">Cash is measured using Level 1 inputs. </P>
<P ALIGN="CENTER">F-8</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT"></P>
<B><P ALIGN="LEFT">Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the period ended March 31, 2014<BR>
</B>(Expressed in United States Dollars)</P>
<P ALIGN="LEFT"></P>
<B><P ALIGN="JUSTIFY">Recent Accounting Pronouncements</P>
</B><P ALIGN="JUSTIFY">The Company reviewed recently issued accounting pronouncements and concluded that they are either not applicable or not expected to have a significant impact on the Company's financial statements.</P>
<B><P ALIGN="JUSTIFY">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;COMMON STOCK</P>
</B><P ALIGN="LEFT">Authorized:<B> </P>
</B><P ALIGN="LEFT">Unlimited Class A common shares without par value<BR>
Unlimited Class B common shares without par value<BR>
Unlimited Class A preferred shares without par value</P>
<P ALIGN="LEFT">On March 13, 2014, the Company issued a total of 10 common shares to Boomerang Oil, Inc. (formerly known as 0922327 B.C. Ltd) for a total consideration of $9. </P>
<B><P ALIGN="JUSTIFY">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SUBSEQUENT EVENTS</P>
</B><P ALIGN="JUSTIFY">On March 25, 2014 and amended on April 8, 2014 the Company entered into an arrangement agreement ("Arrangement") with Boomerang Oil, Inc. (formerly known as 0922327 B.C. Ltd) ("Pubco") and 0995162 B.C. Ltd. ("Buyco") to reorganize the businesses by way of a plan of arrangement ("Plan of Arrangement"). Pursuant to the Plan of Arrangement, the following steps should be taken:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Buyco shall acquire all issued and outstanding shares of the Company from Pubco for consideration of $5,000;</P>
<P ALIGN="JUSTIFY">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholders of Buyco and the Company shall exchange securities on a 1:1 basis; </P>
<P ALIGN="JUSTIFY">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pubco and the Company shall exchange securities as follows: Pubco shall issue the Pubco Exchange Shares to the Company and the Company shall issue the Company Exchange Shares to Pubco; </P>
<P ALIGN="JUSTIFY">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Pubco Exchange Shares and the Company Exchange Shares shall be cancelled.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">The Arrangement was completed on April 15, 2014. </P>
<P ALIGN="JUSTIFY">On April 16, 2014, the Company entered into a consulting agreement with its sole director for service related to strategic planning and business development. The term of the agreement is for 45 days expiring on May 31, 2014 with a fee of $2,500 per every 15 days. </P>
<P ALIGN="JUSTIFY">On June 6, 2014, the Company entered into a definitive agreement with Neurohabilitation Corporation ("Neuro") where the Company issued 16.035 shares for every common stock outstanding of Neuro (the "Acquisition"). As a result, Neuro became a wholly owned subsidiary of the Company. Under certain conditions, termination of the agreement could result in a break fee payable of $500,000 by either of the parties. In connection to the Acquisition, the Company is conducting a non-brokered private placement at CAD $0.50 per unit of 15,240,000 units raising up to CAD $7.62 million, which is currently held in escrow pending the close of the acquisition and a listing on the Canadian Securities Exchange (the "CSE"). Each unit consists of one common share of the Company and one half of a warrant of the Company where one full warrant is exercisable for 2 years at CAD $1.00 into one common stock. </P>
<P ALIGN="JUSTIFY">In connection with the Acquisition, the Company has advanced Neuro an unsecured loan in the amount of $150,000 (the "Bridge Loan"). The Bridge Loan is for a term of one year commencing on May 30, 2014, and is payable in a lump sum at the end of the term. The Bridge Loan bears interest at a rate of 8% per annum.</P>
<P ALIGN="JUSTIFY">The Company has evaluated subsequent events through the issuance date of the financial statements. The Company is not aware of any additional significant subsequent events that occurred subsequent to the balance sheet date, but prior to the date of issuance that would have a material impact on the Company's financial statements.</P>
<P ALIGN="CENTER">F-9</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT"></P>
<P ALIGN="LEFT">&nbsp;</P>
</FONT><P ALIGN="CENTER">Report of Independent Registered Public Accounting Firm</P>
</B><FONT SIZE=2><P ALIGN="LEFT"></P>
</FONT><P ALIGN="LEFT">To the Shareholders and Directors of<BR>
NeuroHabilitation Corporation (A Development Stage Company)</P>
<FONT SIZE=2><P ALIGN="LEFT"></P>
<P ALIGN="JUSTIFY">We have audited the accompanying financial statements of NeuroHabilitation Corporation (the "Company"), which comprise the balance sheets of NeuroHabilitation Corporation as of March 31, 2014 and 2013, and the related statements of loss and comprehensive loss, stockholders' equity (deficiency), and cash flows for the year ended March 31, 2014, the period from January 22, 2013  (inception) to March 31, 2013 and the period from January 22, 2013 (inception) to March 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. </P>
<P ALIGN="JUSTIFY">We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. We believe that our audits provide a reasonable basis for our opinion.</P>
<P ALIGN="JUSTIFY">In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NeuroHabilitation Corporation as of March 31, 2014 and 2013, and the results of its operations and its cash flows for the year ended March 31, 2014, the period from inception on January 22, 2013 (inception) to March 31, 2013 and the period from January 22, 2013 (inception) to March 31, 2014 in conformity with accounting principles generally accepted in the United States of America.</P>
<P ALIGN="JUSTIFY">The accompanying financial statements have been prepared assuming that NeuroHabilitation Corporation will continue as a going concern. As discussed in Note 1 to the financial statements, the NeuroHabilitation Corporation has suffered recurring losses from operations and has a net capital deficiency.  These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</P>
<P ALIGN="JUSTIFY"></P>
</FONT><B><P ALIGN="RIGHT">"DAVIDSON &amp; COMPANY LLP"</P>
</B><FONT SIZE=2><P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=672>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=2><P ALIGN="JUSTIFY">Vancouver, Canada </FONT></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=2><P ALIGN="RIGHT">Chartered Accountants</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=1><P></P></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=1><P></P></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=2><P ALIGN="JUSTIFY">June 16, 2014</FONT></TD>
<TD WIDTH="54%" VALIGN="TOP" HEIGHT=1><P></P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">F-10</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P></FONT>
<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=7 WIDTH=659>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=70>
<B><FONT SIZE=2><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Balance Sheets<BR>
</B>(Expressed in United States Dollars)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="LEFT"></P>
</FONT><P ALIGN="LEFT"><IMG SRC="image414.gif" WIDTH=613 HEIGHT=535></P>
<FONT SIZE=2><P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"></P>
<P ALIGN="LEFT">Nature and continuance of operations (Note 1)<BR>
Commitments and contingencies (Note 8)<BR>
Subsequent events (Note 10)<BR>
These financial statements are authorized for issue by the Board of Directors on June 9, 2014. They are signed on the Company's behalf by:</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=623>
<TR><TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="9%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19>
<I><FONT SIZE=2><P ALIGN="LEFT">"Philippe Deschamps"</I></FONT></TD>
<TD WIDTH="9%" VALIGN="BOTTOM" HEIGHT=19>
<FONT SIZE=2><P ALIGN="LEFT">Director</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19>
<I><FONT SIZE=2><P ALIGN="LEFT">"Savio Chiu"</I></FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=19>
<FONT SIZE=2><P ALIGN="LEFT">Director</FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="9%" VALIGN="BOTTOM" HEIGHT=19><P></P></TD>
<TD WIDTH="13%" VALIGN="TOP" HEIGHT=19><P></P></TD>
<TD WIDTH="49%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=19><P></P></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">(The accompanying notes are an integral part of these financial statements.)</P>
<P ALIGN="CENTER">F-11</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT"></P></FONT>
<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=7 WIDTH=664>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=70>
<B><FONT SIZE=2><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B> Statements of loss and comprehensive loss<BR>
</B>(Expressed in United States Dollars)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="LEFT">  <IMG SRC="image404.gif" WIDTH=672 HEIGHT=457></P>
<P ALIGN="LEFT"><BR>
</P>
<P ALIGN="CENTER">(The accompanying notes are an integral part of these financial statements.)</P>
<P ALIGN="CENTER">F-12</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT"></P></FONT>
<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=7 WIDTH=659>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=85>
<B><FONT SIZE=2><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Statements of stockholders' equity (deficiency)<BR>
January 22, 2013 (inception) to March 31, 2014<BR>
</B>(Expressed in United States Dollars)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="LEFT"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
</FONT><P ALIGN="LEFT"><IMG SRC="image421.gif" WIDTH=671 HEIGHT=260></P>
<FONT SIZE=2><P ALIGN="CENTER">(The accompanying notes are an integral part of these financial statements.)</P>
<P ALIGN="CENTER">F-13</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT"></P></FONT>
<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=7 WIDTH=659>
<TR><TD VALIGN="BOTTOM" COLSPAN=5 HEIGHT=70>
<B><FONT SIZE=2><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B> Statements of cash flows<BR>
</B>(Expressed in United States Dollars)</FONT></TD>
</TR>
<TR><TD WIDTH="46%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="BOTTOM" HEIGHT=5><P></P></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="11%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="LEFT"> <IMG SRC="image422.gif" WIDTH=625 HEIGHT=591></P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">There were no non-cash financing or investing activities during the periods presented.</P>
<P ALIGN="LEFT"></P>
<P ALIGN="LEFT">&nbsp;</P>
<B><P ALIGN="LEFT">&nbsp;</P>
</B><P ALIGN="CENTER">F-14</P>
<B><P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the periods ended March 31, 2014 and 2013<BR>
</B>(Expressed in United States Dollars)</P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NATURE AND CONTINUANCE OF OPERATIONS</P>
</B><P ALIGN="JUSTIFY">NeuroHabilitation Corp. ("NHC" or the "Company") was incorporated in Delaware, USA, on January 22, 2013. The Company is engaged primarily in the business of developing a patent-pending technology ("PoNS<SUP>TM</SUP>") that will enable the first non-invasive means for delivering neurostimulation through the oral cavity. The Company's head office is located at 12 Penns Trail, Newtown PA 18940. </P>
<P ALIGN="JUSTIFY">The financial information is presented in United States Dollars, which is the functional currency of the Company.</P>
<P ALIGN="JUSTIFY">The Company has experienced recurring losses since inception and, as of March 31, 2014, the Company has negative working capital as at March 31, 2014 of $267,977 (March 31, 2013 - $7,850) and an accumulated deficit during the development stage of $9,585,134 (March 31, 2013 - $8,517,850). Until the Company generates a level of revenue to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows. While the Company had cash of $15,968 as of March 31, 2014 (March 31, 2013 - $217), management does not believe these resources will be sufficient to meet the Company's operating and capital needs through 2015.</P>
<P ALIGN="JUSTIFY">The Company intends to fund ongoing activities by utilizing current cash and cash equivalents and by raising additional capital though equity or debt financings. The Company is in the process of negotiating certain agreements subsequent to March 31, 2014, to raise additional capital as detailed in Note 10. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditure or sell certain assets, including intellectual property assets.</P>
<P ALIGN="JUSTIFY">The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the liabilities in the normal course of business. The Company is currently seeking additional financing subsequent to year end. See Note 10. However, given the Company's current cash and cash equivalents balance and the Company's planned operating activities, the Company's recurring losses raise substantial doubt about the Company's ability to continue as a going concern. Even if the Company is able to raise additional capital, the Company may never become profitable, or if the Company does attain profitable operations, the Company may not be able to sustain profitability and positive cash flows on a recurring basis.</P>
<B><P ALIGN="JUSTIFY">2. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SIGNIFICANT ACCOUNTING POLICIES</P>
<P ALIGN="JUSTIFY">Basis of Presentation</P>
</B><P ALIGN="JUSTIFY">The Company's annual financial statements have been presented in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") that are published at the time of preparation and that are effective or available on March 31, 2014.</P>
<B><P ALIGN="JUSTIFY">Development Stage</P>
</B><P ALIGN="JUSTIFY">The Company is considered a "development stage" entity, as it has not yet generated revenues from the sale of products. The Company has been researching and developing new technologies and product applications. The Company will continue as a development stage entity, including reporting "inception to-date" amounts and cumulative equity transactions, until such time, if any, as the Company generates revenue, and commences its planned principal operations.</P>
<B><I><P ALIGN="JUSTIFY"></P>
</B></I><P ALIGN="CENTER">F-15</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="LEFT">&nbsp;</P>
<B><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the periods ended March 31, 2014 and 2013</P>
</B><P ALIGN="LEFT">(Expressed in United States Dollars)</P>
<B><P ALIGN="JUSTIFY">Use of Estimates</P>
</B><P ALIGN="JUSTIFY">The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Significant estimates include valuation of non-monetary transactions, compensation for shares issued for services, valuation of options and valuation of income taxes. Actual outcomes could differ from these estimates.  Financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both the current and future periods.</P>
<B><P ALIGN="JUSTIFY">Cash and Cash Equivalents</P>
</B><P ALIGN="JUSTIFY">All highly liquid investments with original maturities of three months or less are classified as cash equivalents. As at March 31, 2014, the Company does not have such investments. Cash and cash equivalents as at March 31, 2014 only includes cash.</P>
<B><P ALIGN="JUSTIFY">Patents</P>
</B><P ALIGN="JUSTIFY">Costs related to patent development, filing, and maintenance are expensed as incurred since the underlying technology associated with these assets is purchased or incurred in connection with our research and development efforts and the future realizable value cannot be determined. </P>
<B><P ALIGN="JUSTIFY">Concentrations of Credit Risk</P>
</B><P ALIGN="JUSTIFY">The financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company placed its cash and cash equivalent with high credit quality financial institution. As of March 31, 2014, the Company had $nil in a bank beyond insured limits (March 31, 2013 - $nil). </P>
<B><P ALIGN="JUSTIFY">Research and Development</P>
</B><P ALIGN="JUSTIFY">Research and development costs are expensed as incurred. These costs include business development, and consulting and legal services. </P>
<B><P ALIGN="JUSTIFY">Income Taxes</P>
</B><P ALIGN="JUSTIFY">The Company has adopted ASC 740, "<I>Income Taxes</I>", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.</P>
<B><P ALIGN="JUSTIFY">Stock-Based Compensation</P>
</B><P ALIGN="JUSTIFY">The Company applies the fair value method of accounting for all stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black Scholes option pricing model. The options are expensed over the vesting period of the options.</P>
<P ALIGN="CENTER">F-16</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="LEFT">&nbsp;</P>
<B><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the periods ended March 31, 2014 and 2013<BR>
</B>(Expressed in United States Dollars)</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">Foreign Exchange</P>
</B><P ALIGN="JUSTIFY">The Company's reporting and functional currency is the United States dollar as this is the principal currency of the economic environment in which the Company operates.  </P>
<P ALIGN="JUSTIFY">Non-monetary items, revenue and expenses that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Any monetary assets and liabilities that are in a different functional currency are translated at the rate prevailing at year end.</P>
<B><P ALIGN="JUSTIFY">Net Loss Per Common Share</P>
</B><P ALIGN="JUSTIFY">Basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of outstanding common shares for the period, without consideration for common share equivalents. Diluted net loss per share is computed by dividing the net earnings (loss) attributable to common shareholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method, as applicable. As at March 31, 2014, there were 201,436 options (March 31, 2013 - nil) outstanding which have not been included in the weighted average common shares outstanding as these were anti-dilutive. </P>
<B><P ALIGN="JUSTIFY">Fair Value of Financial Assets and Liabilities</P>
</B><P ALIGN="JUSTIFY">All financial assets and financial liabilities are initially recorded at fair value and designated upon inception into one of the following categories:  held-to-maturity, available-for-sale, loans and receivables or at held for trading.</P>
<P ALIGN="JUSTIFY">Financial assets classified as held for trading are measured at fair value with unrealized gains and losses recognized through profit and loss.  Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income.  Held-to-maturity instruments, loans and receivables and other financial liabilities and loss are measured at amortized cost using the effective interest rate method.</P>
<P ALIGN="LEFT">The Company's financial instruments consist primarily of cash and cash equivalents, accounts payable and accrued liabilities, and convertible debenture.</P>
<P ALIGN="LEFT">The Company has implemented the following classifications for its financial instruments:</P>
<P ALIGN="LEFT"></P><DIR>
<DIR>

<P ALIGN="LEFT">a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cash has been classified as held for trading;</P>
<P ALIGN="LEFT">b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accounts payable and accrued liabilities and convertible debenture have been classified as other financial liabilities </P></DIR>
</DIR>

<P ALIGN="LEFT">ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value;</P>
<P ALIGN="LEFT">Level 1- Quoted prices in active markets for identical assets or liabilities;</P>
<P ALIGN="LEFT">Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and</P>
<P ALIGN="LEFT">Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. </P>
<P ALIGN="LEFT">Cash and cash equivalents are measured using Level 1 inputs. </P>
<P ALIGN="CENTER">F-17</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="LEFT"></P>
<B><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the periods ended March 31, 2014 and 2013<BR>
</B>(Expressed in United States Dollars)</P>
<P ALIGN="LEFT"></P>
<B><P ALIGN="JUSTIFY">Recent Accounting Pronouncements</P>
</B><P ALIGN="JUSTIFY">The Company reviewed recently issued accounting pronouncements and concluded that they are either not applicable or not expected to have a significant impact on the Company's financial statements. </P>
<B><P ALIGN="JUSTIFY">3. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SHORT TERM LOAN</P>
</B><P ALIGN="JUSTIFY">On December 9, 2013, the Company entered into a formal loan agreement with MPJ Healthcare LLC, a shareholder of the Company, to borrow up to $40,000. Expenses incurred on behalf of the Company were charged as drawdowns of this loan. During the year ended March 31, 2014, $29,107 was repaid, being expenses incurred of $26,875 for March 31, 2014 and $2,231 for March 31, 2013. The interest rate is 3% per annum. For the year ended March 31, 2014, an interest expense of $225 was recorded (March 31, 2013 - $nil). </P>
<B><P ALIGN="JUSTIFY">4. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CONVERTIBLE DEBENTURE</P>
</B><P ALIGN="JUSTIFY">On February 19, 2014, the Company entered into a securities purchase agreement where the Company agreed to sell and issue a note in a principal amount of up to $1,000,000 with annual simple interest at 8%. As at March 31, 2014, $366,905 had been received and $633,095 was received subsequently. The debenture matures on the earliest of (i) February 28, 2015 or such later date as agreed (ii) the closing of a transaction involving a change in control of the Company or (iii) the date of the closing of the Company's qualified financing being an aggregate amount of at least $2,000,000. </P>
<P ALIGN="JUSTIFY">Upon completion of a qualified financing, the debenture shall automatically convert into equity securities of the Company at a price per share equal to 85% of the price per share of the qualified financing. If a qualified financing does not occur on or before the maturity date, at the option of the Company's board of directors, the outstanding balance of the debenture shall be converted into the Company's equity securities at a conversion price per common stock determined using a valuation of $8.5 million and the number of shares outstanding at that date. </P>
<P ALIGN="JUSTIFY">In the event of a change in control of the Company, the Company shall pay the outstanding amount and an amount equal to 50% of the outstanding principal amount of the debenture in cancellation of the debenture. </P>
<P ALIGN="JUSTIFY">The contingent conversion on completion of a qualified financing gives rise to a contingent beneficial conversion feature which will be calculated and adjusted if necessary on settlement of the contingency. There are no other beneficial conversion features or significant items that should be accounted for separately. </P>
<P ALIGN="JUSTIFY">As of March 31, 2014, the outstanding balance is $366,905 (March 31, 2013 - $nil) with interest of $1,119 (March 31, 2013 - $nil). </P>
<B><P ALIGN="JUSTIFY">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;COMMON STOCK</P>
</B><P ALIGN="LEFT">Authorized: 3,000,000 common voting shares with par value at $0.0001 as amended in February 2014.</P>
<P ALIGN="LEFT">On January 22, 2013, the Company issued a total of 1,000,000 shares to Advanced NeuroRehabilitation LLC for cash proceeds of $5,000 and an exclusive license right to Advanced NeuroRehabilitation's patent pending technology and knowhow valued at $4.25 million per an independent valuation report. The Company recorded the $4.25 million exclusive license right as research and development expense per the Company's accounting policy. </P>
<P ALIGN="LEFT">On January 22, 2013, the Company also issued a total of 1,000,000 shares to MPJ Healthcare LLC for cash proceeds of $5,000. In addition, the Company recorded $4.25 million of stock based compensation expense. </P>
<P ALIGN="JUSTIFY">The articles of the Company is subject to a stockholders agreement, which places certain restrictions on the stock and stockholders.  These include approvals prior to sale or transfer of stock, a right of first refusal to purchase stock held by the Company and a secondary right of refusal to stockholders, right of co-sale whereby certain stockholders be enabled to participate in a sale of other stockholders to obtain the same price, term and conditions on a pro-rata basis, rights of first offer of new security issuances to current stockholders on a pro-rata basis and certain other restrictions.</P>
<P ALIGN="CENTER">F-18</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the periods ended March 31, 2014 and 2013<BR>
</B>(Expressed in United States Dollars)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The stockholders of the Company, as at March 31, 2014, being Advanced NeuroRehabilitation LLC and MPJ Healthcare, LLC are also subject to a voting agreement which places additional restrictions on the stockholders, including the composition of the Board of Directors. Each stockholder agrees to vote to ensure the Board of Directors is set at seven directors, of which three individuals are designated by each of Advanced NeuroRehabilitation LLC and MPJ Healthcare LLC. Any common stock issued pursuant to the convertible debenture (Note 4) and stock options (Note 6) will be subject to the stockholders and voting agreement. </P>
<B><P ALIGN="JUSTIFY">6. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;STOCK OPTIONS </P>
</B><P ALIGN="JUSTIFY">The Company has a stock option plan whereby the Company is authorized to grant options, performance share awards, or monetary payments based on the value of the stock to independent contractors enabling them to acquire up to a maximum of 201,436 of the issued and outstanding stock of the Company. Vesting and the term of an option is determined at the discretion of the Board of Directors of the Company. </P>
<P ALIGN="JUSTIFY">On April 1, 2013, the Company granted a consultant company, 58,000 options exercisable at $0.005 for 10 years upon completion of certain services in accordance with a consulting agreement to lead the design and manufacturing program of the Company's technology (Note 8). On December 4, 2013, 40,816 options vested, and the remaining 17,184 vested on March 4, 2014. </P>
<P ALIGN="JUSTIFY">On October 30, 2013, the Company granted 143,436 options to a consultant company at $0.005 for 10 years. On February 11, 2014, 50% of these options vested upon completion of the first of two milestones. The remainder vested in April 2014. The remaining compensation related to the unvested options is estimated as $48,831.</P>
<P ALIGN="JUSTIFY">As of March 31, 2014, the Company recognized a total of $807,157 in stock based compensation for consulting fees.   </P>
<P ALIGN="JUSTIFY">The continuity of stock options for the year ended March 31, 2014 is as follows:</P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=597>
<TR><TD WIDTH="54%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Options Outstanding</FONT></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Number of options</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Weighted Average Exercise Price</FONT></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Balance on inception and March 31, 2013</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Granted</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">201,436</U></FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">0.005</U></FONT></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Balance, March 31, 2014</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">201,436</U></FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">0.005</U></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The options outstanding and exercisable at March 31, 2014 are as follows:</P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=549>
<TR><TD WIDTH="26%" VALIGN="BOTTOM" ROWSPAN=2 HEIGHT=27>
<FONT SIZE=2><P ALIGN="CENTER">Number of shares</FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM" ROWSPAN=2 HEIGHT=27>
<FONT SIZE=2><P ALIGN="CENTER">Options outstanding remaining contractual life</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP" ROWSPAN=2 HEIGHT=27><P></P></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" ROWSPAN=2 HEIGHT=27>
<FONT SIZE=2><P ALIGN="CENTER">Exercise Price</FONT></TD>
<TD WIDTH="35%" VALIGN="BOTTOM" COLSPAN=3 HEIGHT=27>
<FONT SIZE=2><P ALIGN="CENTER">Options exercisable</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="BOTTOM" HEIGHT=27>
<FONT SIZE=2><P ALIGN="CENTER">Number of shares exercisable</FONT></TD>
<TD WIDTH="4%" VALIGN="BOTTOM" HEIGHT=27><P></P></TD>
<TD WIDTH="15%" VALIGN="BOTTOM" HEIGHT=27>
<FONT SIZE=2><P ALIGN="CENTER">Exercise Price</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">58,000</U></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">9.01</U></FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">0.005</U></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">58,000</U></FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">0.005</U></FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">143,436</U></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">9.59</U></FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">0.005</U></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">71,718</U></FONT></TD>
<TD WIDTH="4%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">0.005</U></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Cmpany used the Black-Scholes option pricing model to estimate the fair value of the options as the fair value of the services provided could not be reliably calculated. The following weighted average assumptions were used: </P>
<P ALIGN="CENTER">F-19</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="LEFT">&nbsp;</P>
<B><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the periods ended March 31, 2014 and 2013<BR>
</B>(Expressed in United States Dollars)</P>
<P ALIGN="JUSTIFY"></P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=331>
<TR><TD WIDTH="77%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">2014</FONT></TD>
</TR>
<TR><TD WIDTH="77%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Risk-free interest rate (%)</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">1.55</FONT></TD>
</TR>
<TR><TD WIDTH="77%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Dividend yield (%)</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">-</FONT></TD>
</TR>
<TR><TD WIDTH="77%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Expected volatility (%)</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">107.52</FONT></TD>
</TR>
<TR><TD WIDTH="77%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Expected option life (years)</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">4.66</FONT></TD>
</TR>
<TR><TD WIDTH="77%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD WIDTH="77%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Fair value per option granted</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">4.26</FONT></TD>
</TR>
<TR><TD WIDTH="77%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="LEFT">Far value per option of unvested options</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="RIGHT">4.26</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="LEFT"></P>
<P ALIGN="JUSTIFY">The Black-Scholes option pricing model was developed for use in estimating the fair value of share options that have no vesting provisions and are fully transferable.  Also, option-pricing models require the use of estimates and assumptions including the expected volatility.  The Company uses expected volatility rates which are based upon the average volatility rates of other companies in the same industry, due to the Company's limited history. The Company based the current stock price on the value per shares issued to date. Changes in the underlying assumptions can materially affect the fair value estimates.</P>
<P ALIGN="LEFT">(d)&#9;<B>Share Purchase Warrants</P>
</B><P ALIGN="JUSTIFY">The Company does not have any share purchase warrants outstanding for the years ended March 31, 2014 and March 31, 2013.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">7. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INCOME TAXES</P>
</B><P ALIGN="JUSTIFY">A reconciliation of income taxes at statutory rates with the reported taxes is follows: </P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=656>
<TR><TD WIDTH="59%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="14%" VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2014&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></U></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2013&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="59%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Earnings (loss) for the year</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1,067,284)</U></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8,517,850)</U></FONT></TD>
</TR>
<TR><TD WIDTH="59%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="14%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="59%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Expected income tax (recovery)</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(270,000)</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(2,151,000)</FONT></TD>
</TR>
<TR><TD WIDTH="59%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Change in statutory rates and other </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="14%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(93,000)</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(745,000)</FONT></TD>
</TR>
<TR><TD WIDTH="59%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Permanent difference </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="14%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">275,000</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">2,890,000</FONT></TD>
</TR>
<TR><TD WIDTH="59%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Change in unrecognized deductible temporary differences</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="14%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;88,000</U></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6,000</U></FONT></TD>
</TR>
<TR><TD WIDTH="59%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Total income tax expense (recovery) </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-</U></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-</U></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">The significant components of the Company's deferred assets and liabilities are as follows:</P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=656>
<TR><TD WIDTH="56%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2014&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></U></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2013&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Deferred Tax Assets</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">  Non-capital losses</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">94,000</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">6,000</FONT></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">  Deferred tax assets not recognized </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(94,000)</U></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6,000)</U></FONT></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Net deferred tax assets</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-</U></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">$</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="RIGHT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-</U></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Company has loss carryfowards of approximately $278,000 in the US available for deduction against future taxable income which if they are not utilized, will expire through 2034. </P>
<B><P ALIGN="JUSTIFY">8. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;COMMITMENTS AND CONTINGENCIES</P>
</B><P ALIGN="JUSTIFY">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company entered into a sub-license agreement with Advanced NeuroRehabilitation LLC for an exclusive right on Advanced NeuroRehabilitation LLC's patent pending technology, claims and knowhow. In addition to the issuance of 1,000,000 shares (Note 5), the Company agreed to pay a 4% royalty on net revenue on the sales of devices covered by the patent-pending technology and services related to the therapy or use of devices covered by the patent-pending technology. </P>
<P ALIGN="JUSTIFY">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company entered into a commercial development-to-supply program with Ximedica where Ximedica will design, develop and produce PoNS<SUP>TM </SUP>product solution suitable for clinical trial and commercial sale. The agreed budget for phase 1B of development is $499,000; Phase 2 is $1,065,000; Phase 3 and 4 is $1,389,000 and 2<SUP>nd</SUP> software DV cycle is $586,000, of which $171,781 was expensed as research and development during the year ended March 31, 2014. The </P>
<P ALIGN="CENTER">F-20</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the periods ended March 31, 2014 and 2013<BR>
</B>(Expressed in United States Dollars)</P>
<P ALIGN="JUSTIFY"></P><DIR>

<P ALIGN="JUSTIFY">estimated duration of the project is 10 months. As of March 31, 2014, the Company recorded a prepaid of $300,000 to Ximedica which will be applied at the end of the project. </P></DIR>

<P ALIGN="JUSTIFY">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company entered into an employment contract with the CEO of the Company with an annual salary of $250,000 until any qualified investments in the Company reaches $5 million, at which time the salary is increased to $300,000 annually. </P>
<P ALIGN="JUSTIFY">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January 30, 2013, the Company entered into an independent contractor agreement with Clinvue, a company of which a shareholder owns 1/3 of the ownership, where Clinvue is to lead the design and manufacturing program of PoNS<SUP>TM</SUP>. As of March 31, 2014, the services were compensated by a grant of a total of 58,000 stock options exercisable at $0.005 per option for 10 years (Note 6). The estimated remaining costs to be incurred in the future under the contract are $100,000 and will be paid in cash.  </P>
<P ALIGN="JUSTIFY">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On February 1, 2013, the Company entered into a Master Cooperative Research and Development Agreement (CRADA) with the US Army Medical Material Agency (USAMMA) and the US Army Medical Material Development Activity (USAMMDA) pursuant to which USAMMA and USAMMDA on behalf of the US Government agrees to cooperate with the Company in research and development of PoNS<SUP>TM</SUP> assisted physical therapy for the treatment of soldiers with balance and gait disorder. The agreement automatically expires on December 31, 2015 unless modified in writing by the parties. US Army Medical Research and Material Command (USAMRMC) will be the sponsor of the regulatory application for the PoNS<SUP>TM</SUP> technology until the application is cleared or approved by the FDA, at which point USAMRMC will transfer such clearance or approval to the Company. After transfer of the regulatory application to the Company and in the event that the Company is not willing or able to commercialize the technology within two years from the expiration of this CRADA, the Company will transfer possession, ownership and sponsorship/holdership of the regulation application, regulatory correspondence and supporting regulatory information related technology to USAMRMC and grant the U.S. Government a non-exclusive, irrevocable license to any patent, copyright, data rights, proprietary information or regulatory information for the U.S. Government to commercialize the technology. </P>
<P ALIGN="JUSTIFY">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March 3, 2014, the Company entered into a letter of intent with Transmax Investing with an intent of Transmax Investing to effect a transaction with the Company whereby a certain financing will be conducted into the Company and a public listing of the Company on a recognized stock exchange.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">9. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RELATED PARTY TRANSACTIONS</P>
</B><P ALIGN="JUSTIFY">For the year ended March 31, 2014, the Company was a party to the following related party transactions not disclosed elsewhere in these financial statements:</P>
<P ALIGN="JUSTIFY">As of March 31, 2014, $ nil (March 31, 2013 - $2,231) in short-term loan payable is outstanding to a shareholder of the Company. </P>
<P ALIGN="JUSTIFY">During the year ended March 31, 2014, the Company paid $20,833 (March 31, 2013 - $nil) as wages to the CEO of the Company. </P>
<P ALIGN="JUSTIFY">See also Notes 3 and 8. </P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SUBSEQUENT EVENTS</P>
</B><P ALIGN="JUSTIFY">In April 2014, 201,436 shares were issued pursuant to the exercise of options.</P>
<P ALIGN="JUSTIFY">On May 27, 2014, the Company entered into a rental agreement for office space. The monthly rent is $3,896. The agreement expires on May 31, 2015. </P>
<P ALIGN="JUSTIFY">On June 4, 2014, the Company entered into an amendment letter for the convertible debenture. Pursuant to the amendment letter, if any qualified Financing being an aggregate amount of at least $2,000,000 occurs, the principal amount of the debenture shall be automatically converted into common shares of Helius Medical Technologies , Inc. ("Helius") at a price per </P>
<P ALIGN="CENTER">F-21</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">NEUROHABILITATION CORPORATION<BR>
</B>(A development stage company)<BR>
<B>Notes to Financial Statements for the periods ended March 31, 2014 and 2013<BR>
</B>(Expressed in United States Dollars)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">share equal to CAD $0.425. For the avoidance of doubt, upon conversion of the debenture, Helius will issue a total of 2,564,705 common stock of Helius and Helius will pay $11,131 in cash with respect to the accrued and unpaid interest outstanding.</P>
<P ALIGN="JUSTIFY">On June 6, 2014, the Company entered into a definitive agreement with Helius where Helius acquired 100% of the outstanding and issued shares of the Company by issuing 16.035 shares of Helius for every common stock outstanding of the Company. As a result, the Company will become a wholly owned subsidiary of Helius. Under certain conditions, termination of the agreement could result in a break fee payable of $500,000 by either of the parties. In connection with the acquisition, Helius is conducting a non-brokered private placement at CAD $0.50 per unit of 15,240,000 units raising up to CAD $7.62 million, which is currently held in escrow pending the close of the acquisition and a listing on the Canadian Securities Exchange (the "CSE"). Each unit consists of one common share of Helius and one half of a warrant of Helius where one full warrant is exercisable for 2 years at CAD $1.00 into one common stock. </P>
<P ALIGN="JUSTIFY">In connection with the definitive agreement, Helius advanced an unsecured loan in the amount of $150,000 (the "Bridge Loan") to the Company. The Bridge Loan is for a term of one year commencing on May 30, 2014, and is payable in a lump sum at the end of the term. The Bridge Loan bears interest at a rate of 8% per annum.</P>
<P ALIGN="JUSTIFY">The Company has evaluated subsequent events through the issuance date of the financial statements The Company is not aware of any additional significant subsequent events that occurred subsequent to the balance sheet date, but prior to the date of issuance that would have a material impact on the Company's financial statements.</P>
<P ALIGN="CENTER">F-22</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY"></P>
</FONT><B><FONT SIZE=3><P ALIGN="LEFT">Helius Medical Technologies, Inc.</P>
</B><P ALIGN="LEFT">Unaudited Pro Forma Consolidated Balance Sheet<BR>
(Expressed in United States dollars)<BR>
March 31, 2014 </P>
</FONT><B><FONT FACE="Times New Roman Bold,Times New Roman" SIZE=3><P ALIGN="LEFT">  <IMG SRC="image415.gif" WIDTH=666 HEIGHT=580></P>
</B></FONT><FONT SIZE=3><P ALIGN="LEFT"></P>
<I><P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="CENTER">See accompanying notes to the pro forma consolidated financial statements</P>
</I><P ALIGN="CENTER">F-23</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">Helius Medical Technologies, Inc.</P>
</B><P ALIGN="LEFT">Unaudited Pro Forma Consolidated Statement of Loss and Comprehensive Loss<BR>
(Expressed in United States dollars)<BR>
For the year ended March 31, 2014</P>
</FONT><P ALIGN="LEFT"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"><IMG SRC="image416.gif" WIDTH=669 HEIGHT=329><I><FONT SIZE=3>&#9;</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">See accompanying notes to the pro forma consolidated financial statements</P>
</I><P ALIGN="CENTER">F-24</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">Helius Medical Technologies, Inc.</P>
</B><P ALIGN="LEFT">Notes to Unaudited Pro Forma Consolidated Financial Statements<BR>
(Expressed in United States dollars)<BR>
March 31, 2014</P>
<B><P ALIGN="LEFT"></P>
<P ALIGN="LEFT">1. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Basis of Presentation</P><DIR>
<DIR>

</B><P ALIGN="JUSTIFY">The accompanying unaudited pro forma consolidated financial statements have been prepared for the purpose of inclusion in the listing statement in connection with the acquisition of NeuroHabilitation Corporation ("NHC") by Helius Medical Technologies, Inc. ("Helius" or the "Company") through a stock exchange of 100% of NHC's capital stock ("Transaction").  </P>
<P ALIGN="JUSTIFY">The unaudited pro forma consolidated financial statements have been prepared by the management of Helius in accordance with U.S. generally accepted accounting principles ("US GAAP") to give effect to the transactions and assumptions described in the notes.  The unaudited pro forma consolidated balance sheet has been prepared assuming the Transaction had occurred on March 31, 2014 and the unaudited pro forma consolidated statement of loss and comprehensive loss has been prepared assuming the transaction occurred on the first day of the period presented  </P>
<P ALIGN="JUSTIFY">The unaudited pro forma consolidated financial statements should be read in conjunction with the description of the transaction in this listing statement and are derived from the followings:</P>
<P ALIGN="JUSTIFY">a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the audited financial statements of Helius as at March 31, 2014; and</P>
<P ALIGN="JUSTIFY">b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the audited financial statements of NHC as at March 31, 2014</P>
<P ALIGN="JUSTIFY">The underlying assumptions for the pro forma consolidated adjustments provide a reasonable basis for presenting the significant financial effects directly attributable to such transactions. These pro forma adjustments are tentative and are based on available financial information and certain estimates and assumptions.  The actual adjustments to the consolidated financial statements of the Company will depend on a number of factors.  Therefore, the actual adjustments will differ from the pro forma adjustments.  Management believes that such assumptions provide a reasonable basis for presenting all of the significant effects of the transactions contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.</P>
<P ALIGN="JUSTIFY">The accounting policies used in preparation of the unaudited consolidated pro-forma financial statements are consistent in all material respects with those used by the Company as described in Note 2 to its audited financial statements for the period ended March 31, 2014.</P></DIR>
</DIR>

<B><P ALIGN="LEFT">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pro Forma Consolidated Balance Sheet Assumptions and Adjustments</P>
<P ALIGN="LEFT"></P><DIR>
<DIR>

</B><P ALIGN="JUSTIFY">a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Proposed Transaction</P><DIR>

<P ALIGN="JUSTIFY">Pursuant to the Transaction, Helius has entered into the Agreement and Plan of Merger with NHC, whereby Helius will acquire 100% of the issued and outstanding shares of NHC. In exchange, Helius will issue a total of 35,300,083 shares to the shareholders of NHC of which will merge with a wholly owned subsidiary of Helius, HMT Mergersub, organized pursuant to the laws of Delaware. </P>
<P ALIGN="JUSTIFY">Although the Transaction will result in NHC becoming a wholly-owned subsidiary of Helius, the Transaction will constitute a Reverse Takeover of Helius as the former NHC Shareholders will own the majority of the outstanding shares of Helius upon completion of the Proposed Transaction. In accordance with US GAAP, this transaction is considered to be a capital transaction and the difference between the purchase price and the net assets acquired is charged directly to equity.</P></DIR>
</DIR>
</DIR>

<P ALIGN="CENTER">F-25</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">Helius Medical Technologies, Inc.</P>
</B><P ALIGN="LEFT">Notes to Unaudited Pro Forma Consolidated Financial Statements<BR>
(Expressed in United States dollars)<BR>
March 31, 2014</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">The consideration paid by NHC to acquire the Company is estimated at $5,000,000, being the estimated fair value of the shares exchanged.  The net assets acquired of Helius are $206,497, resulting in a net charge to deficit of $(4,793,503).</P>
<P ALIGN="JUSTIFY">In connection with the Transaction, Helius will complete a financing of up to 15,240,000 units at CAD $0.50 per unit ("Concurrent Financing") for total proceeds of $7,015,734 (CAD $7,620,000). Each unit will consist of one Helius share and one half of one Helius warrant. The finder's fee will consist of 6% cash $420,944 (CAD $457,200) and 6% warrants (914,400 warrants). Proceeds were allocated among common shares and warrants based on their relative fair values. The fair value of the warrants was $1,276,223 (CAD $1,386,144) and determined using a Black Scholes model using the following weighted average assumptions:</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER"><IMG SRC="image417.gif" WIDTH=375 HEIGHT=79></P></DIR>

</FONT><FONT SIZE=3><P ALIGN="JUSTIFY">b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Transaction costs</P><DIR>

<P ALIGN="JUSTIFY">The incremental management and administrative costs of the Corporation for the above related offering and acquisition, including audit fees, legal fees, finder's fee for the Concurrent Financing and any costs associated with regulatory filings have been estimated to be $276,210 (CAD $300,000) which is deemed to be incurred and expensed as transaction costs.</P></DIR>

<P ALIGN="JUSTIFY">c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to the Concurrent Financing, the Company agreed to pay finder's fees equal to 6% cash and 6% warrants on gross proceeds of the financing. The fair value of the warrants of $187,200 (CAD $203,324) was determined using a Black Scholes model using the following weighted average assumptions:</P>
<P ALIGN="JUSTIFY"></P><DIR>

</FONT><FONT SIZE=2><P ALIGN="CENTER"><IMG SRC="image423.gif" WIDTH=387 HEIGHT=71></P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY"></P></DIR>

<P ALIGN="JUSTIFY">d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March 25, 2014 and amended on April 8, 2014 Helius entered into an arrangement agreement ("Arrangement") with Boomerang Oil, Inc. (formerly known as 0922327 B.C. Ltd) ("Pubco") and 0995162 B.C. Ltd. ("Buyco") to reorganize the businesses by way of a plan of arrangement ("Plan of Arrangement"). Pursuant to the Arrangement, the following steps should be taken:</P><DIR>

<P ALIGN="JUSTIFY">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Buyco shall acquire all issued and outstanding shares of the Company from Pubco for consideration of $5,000;</P>
<P ALIGN="JUSTIFY">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholders of Buyco and the Company shall exchange securities on a 1:1 basis; </P>
<P ALIGN="JUSTIFY">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pubco and the Company shall exchange securities as follows: Pubco shall issue the Pubco Exchange Shares to the Company and the Company shall issue the Company Exchange Shares to Pubco;</P></DIR>
</DIR>
</DIR>

<P ALIGN="CENTER">F-26</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="LEFT">Helius Medical Technologies, Inc.</P>
</B><P ALIGN="LEFT">Notes to Unaudited Pro Forma Consolidated Financial Statements<BR>
(Expressed in United States dollars)<BR>
March 31, 2014</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Pubco Exchange Shares and the Company Exchange Shares shall be cancelled.</P>
<P ALIGN="JUSTIFY">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of Helius owned by Buyco shall be cancelled. </P>
<P ALIGN="JUSTIFY">Pursuant to this Transaction, Helius acquired $230,184 of net assets from Buyco.</P></DIR>

<P ALIGN="JUSTIFY">e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June 3, 2014, Helius agreed to advance NHC a bridge loan in the amount of US $150,000 in connection with the proposed acquisition. The bridge loan is for a term of one year commencing on the date of advance and is payable in a lump sum at the end of the term. The bridge loan bears interest at a rate of 8% per annum. </P></DIR>
</DIR>

<B><P ALIGN="JUSTIFY">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pro Forma Share Capital     </P><DIR>
<DIR>

</B><P ALIGN="JUSTIFY">A continuity of Helius issued common share capital and related recorded values after giving effect to the pro forma transactions described in note 2 above is set out below:</P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY"><IMG SRC="image424.gif" WIDTH=629 HEIGHT=160></P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P></DIR>
</DIR>

<P ALIGN="CENTER">F-27</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="CENTER">PART II<BR>
INFORMATION NOT REQUIRED IN PROSPECTUS</P>
<P ALIGN="LEFT">ITEM 13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION</P>
</B><P ALIGN="JUSTIFY">The following is a list of the expenses to be incurred by us in connection with the preparation and filing of this registration statement.  All amounts shown are estimates except for the SEC registration fee:</P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=600>
<TR><TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">SEC registration fee:</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">$7,065</FONT></TD>
</TR>
<TR><TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Accounting fees and expenses:</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">$5,000</FONT></TD>
</TR>
<TR><TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Legal fees and expenses:</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">$40,000</FONT></TD>
</TR>
<TR><TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Transfer agent and registrar fees:</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">$2,000</FONT></TD>
</TR>
<TR><TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Fees and expenses for qualification under state securities laws:</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">$2,500</FONT></TD>
</TR>
<TR><TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Miscellaneous (including Edgar filing fees):</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">$2,000</FONT></TD>
</TR>
<TR><TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Total:</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="RIGHT">$58,565</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="JUSTIFY">We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the Selling Stockholders.  The Selling Stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage or underwriting discounts or commissions paid by the Selling Stockholders to broker-dealers in connection with the sale of their shares.</P>
<B><P ALIGN="LEFT">ITEM 14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INDEMNIFICATION OF DIRECTORS AND OFFICERS</P>
</B><P ALIGN="JUSTIFY">Our directors and officers are indemnified as provided by the Wyoming Business Corporation Act (the "WBCA"), our Articles of Continuance and our Bylaws.</P>
<B><P ALIGN="JUSTIFY">Wyoming Business Corporation Act</P>
</B><P ALIGN="JUSTIFY">The WBCA, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with any the defense 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. </P>
<P ALIGN="JUSTIFY">The WBCA 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 a director, officer, employee or agent of another corporation, partnership, joint venture, trust or 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: (a) is not liable pursuant to the WBCA; or (b) acted in good faith and in a manner which he reasonably 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.</P>
<P ALIGN="JUSTIFY">The WBCA 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 or suit by or in the right of the corporation to procure a judgment in its favor 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 a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and </P>
<P ALIGN="CENTER">II-1</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to the WBCA; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>
<P ALIGN="JUSTIFY">The WBCA provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.</P>
<B><P ALIGN="JUSTIFY">Our Articles of Continuance</P>
</B><P ALIGN="JUSTIFY">Article 14 of our Articles of Continuance provide for indemnification of our directors and officers as follows:</P>
<P ALIGN="JUSTIFY">PERSONAL LIABILITY; INDEMNIFICATION; ADVANCEMENT OF EXPENSES: To the fullest extent permitted by law, a director of the Company shall not be personally liable to the Company or to its shareholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of this paragraph 14 shall apply to or have any effect on the liability or alleged liability of any director of the Company for or with respect to any acts or omissions of such director occurring prior to such amendment. The Company shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Company shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Company. Any amendment, repeal or modification of this paragraph 14 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.</P>
<B><P ALIGN="JUSTIFY">Our Bylaws</P>
</B><P ALIGN="JUSTIFY">Our Bylaws provide that we shall indemnify a director as required by the mandatory indemnification provisions of the Act, to the extent applicable, and as otherwise provided in the Articles of Incorporation. </P>
<B><P ALIGN="LEFT">ITEM 15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RECENT SALES OF UNREGISTERED SECURITIES</P>
</B><P ALIGN="JUSTIFY"><A NAME="_Ref141068814">On May 30, 2014, we closed a private placement consisting of 15,240,000 subscription receipts at a price of CDN$0.50 per subscription receipt for gross proceeds of CDN$7,620,000. On June 13, 2014, each subscription receipt automatically converted, for no additional consideration, into one common share of Helius and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional share of our common stock at a price of CDN$1.00 until May 30, 2016. We relied on exemptions from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Rule 506 of Regulation D and/or Section 4(a)(2) for US purchasers as well as Regulation S for Canadian and offshore purchasers, based on representations and warranties provided by the purchasers of the subscription receipts in their respective subscription agreements entered into between us and each purchaser.</P>
<P ALIGN="CENTER">II-2</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<P ALIGN="JUSTIFY">In connection with the May 30, 2014 private placement, we paid finder's fees of CDN$412,200 in cash and 824,400 finder's warrants (each, a "Finder's Warrant") in aggregate to five entities in British Columbia, Canada and one entity in Nevis, West Indies.  The Finder's Warrants have the same attributes as the Warrants.  We relied on the exemption from registration under the U.S. Securities Act provided by Regulation S for the issuance of the Finder's Warrants to each finder.</P>
<P ALIGN="JUSTIFY">On June 13, 2014, we acquired a 100% interest in NHC, as discussed above, pursuant to an agreement and plan of merger whereby our wholly-owned subsidiary was merged with and into NHC and all of the common shares in the capital of NHC were cancelled in consideration for the issuance of an aggregate of 35,300,083 shares of our common stock to the NHC shareholders.  We relied on the exemption from registration under the U.S. Securities Act provided by Section 4(a)(2) for the issuance of shares of our common stock to the NHC shareholders.</P>
<B><P ALIGN="LEFT"></A>ITEM 16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EXHIBITS</P>
</B><P ALIGN="JUSTIFY">The following exhibits are filed with this registration statement on Form S-1:  </P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=688>
<TR><TD WIDTH="10%" VALIGN="BOTTOM">
<B><U><FONT SIZE=3><P ALIGN="LEFT">Exhibit No.</B></U></FONT></TD>
<TD WIDTH="90%" VALIGN="BOTTOM">
<B><U><FONT SIZE=3><P ALIGN="LEFT">Description of Exhibit</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">3.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Articles of Continuation</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">3.2</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Articles of Amendment filed with the Wyoming Secretary of State on July 3, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">3.3</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Bylaws</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">4.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">2014 Stock Incentive Plan</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">5.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Opinion of Holland &amp; Hart LLP</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">10.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and NeuroHabilitation Corporation, having an effective date of January 22, 2013</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">10.2</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Master Cooperative Research and Development Agreement between NeuroHabilitation Corporation, Advanced NeuroRehabilitation, LLC, Yuri Danilov, Mitchell Tyler, Kurt Kaczmarek and U.S. Army Medical Material Agency and U.S. Army Medical Material Development Activity, dated effective February 1, 2013</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">10.3</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Design and Manufacturing Consultant Agreement between NeroHabilitation Corporation and Clinvue, LLC, dated January 30, 2013</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">10.4</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Commercial Development-to-Supply Program between NeuroHabilitation Corporation and Ximedica, dated October 25, 2013</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">10.5</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Notice of Modification No. 1 to Cooperative Research and Development Agreement between NeuroHabilitation Corporation, Advanced NeuroRehabilitation, LLC, Yuri Danilov, Mitchell Tyler, Kurt Kaczmarek and U.S. Army Medical Material Agency and U.S. Army Medical Material Development Activity, dated April 26, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">10.6</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Agreement and Plan of Merger among Helius Medical Technologies, Inc., HMT Mergersub, Inc. and NeuroHabilitation Corporation, dated June 6, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">10.7</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Second Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and NeuroHabilitation Corporation, dated June 6, 2014, but having an effective date of January 22, 2013</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">21.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Subsidiaries of the Company:</P>
<P ALIGN="LEFT">1. 0995162 B.C. Ltd., is a wholly owned subsidiary of the Company.<BR>
2. NeuroHabilitation Corporation, is a wholly owned subsidiary of the Company</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">23.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Consent of Davidson &amp; Company LLP</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">23.2</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Consent of Counsel (included in Exhibit 5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">24.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Power of Attorney (included in the signature page of this registration statement)</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">99.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Employment Agreement between Helius Medical Technologies, Inc. and Philippe Deschamps, dated June 13, 2014.</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">99.2</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT">Advisory Agreement between Helius Medical Technologies, Inc. and Baron Global Financial Canada Ltd., dated June 13, 2014.</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=1><P ALIGN="CENTER">II-3</P>
<P ALIGN="LEFT"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
</FONT><B><FONT SIZE=3><P ALIGN="LEFT">ITEM 17&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;UNDERTAKINGS</P>
</B><P ALIGN="JUSTIFY">The undersigned registrant hereby undertakes that it will:</P><DIR>

<P ALIGN="JUSTIFY">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:</P><DIR>

<P ALIGN="JUSTIFY">(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</P>
<P ALIGN="JUSTIFY">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reflect in the prospectus any 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) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.</P>
<P ALIGN="JUSTIFY">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P></DIR>

<P ALIGN="JUSTIFY">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For determining any liability under the Securities Act, 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.</P>
<P ALIGN="JUSTIFY">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Remove from registration by means of a post-effective registration statement any of the securities being registered which remain unsold at the termination of the offering.</P></DIR>

<P ALIGN="JUSTIFY">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 advised that in the opinion of the Securities and Exchange Commission 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 Act and will be governed by the final adjudication of such issue.</P>
<P ALIGN="JUSTIFY">For the purpose of determining liability under the Securities Act of 1933 to any purchaser, 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 registration statement 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.</P>
<P ALIGN="CENTER">II-4</P>
<P ALIGN="JUSTIFY"><HR NOSHADE SIZE=3 WIDTH="100%"></P>
<B><P ALIGN="CENTER"><A NAME="_Toc134964074">SIGNATURES</A></P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Newtown, Pennsylvania, on July 11, 2014.</P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=690>
<TR><TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="LEFT">HELIUS MEDICAL TECHNOLOGIES, INC.</P>
</B><P ALIGN="LEFT">By: <BR>
<U>/s/ Philippe Deschamps&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Philippe Deschamps<BR>
President, Chief Executive Officer and a director</FONT></TD>
</TR>
</TABLE>

<B><FONT SIZE=3><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P ALIGN="JUSTIFY">Know all persons by these presents that that each individual whose signature appears below constitutes and appoints Philippe Deschamps as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing under Rule 462 promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or his or their substitutes, may lawfully do or cause to be done by virtue hereof.</P>
<P ALIGN="JUSTIFY">In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.</P></FONT>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH=690>
<TR><TD WIDTH="36%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="JUSTIFY">Signature</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">Title</U></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">Date</U></FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<I><FONT SIZE=3><P ALIGN="LEFT"><BR>
</I><U>/s/ Philippe Deschamps&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>Philippe Deschamps</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="LEFT"><BR>
President, Chief Executive Officer and a director</FONT></TD>
<TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">July 11, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<I><FONT SIZE=3><P ALIGN="LEFT"><BR>
</I><U>/s/ Amanda Tseng<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I><BR>
</U>Amanda Tseng</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY"><BR>
Chief Financial Officer, Corporate Secretary and a director</FONT></TD>
<TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">July 11, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<I><FONT SIZE=3><P ALIGN="LEFT"><BR>
</I><U>/s/ Savio Chiu<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I><BR>
</U>Savio Chiu</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY"><BR>
Director</FONT></TD>
<TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">July 11, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<I><FONT SIZE=3><P ALIGN="LEFT"><BR>
</I><U>/s/ Yuri Danilov<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I><BR>
</U>Yuri Danilov</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY"><BR>
Director</FONT></TD>
<TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">July 11, 2014</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<I><FONT SIZE=3><P ALIGN="LEFT"><BR>
</I><U>/s/ Mitch Tyler<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I><BR>
</U>Mitch Tyler</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY"><BR>
Director</FONT></TD>
<TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">July 11, 2014</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="CENTER">__________</P></FONT></BODY>
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S1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
WYOMING
(State or other jurisdiction of
incorporation or organization)
3845
(Primary Standard Industrial
Classification Code Number)
36-4787690
(I.R.S. Employer Identification No.)
12 Penns Trail
Newtown, Pennsylvania  18940
Telephone:
(267) 756-7028
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Philippe Deschamps
President, Chief Executive Officer and a director
12 Penns Trail, Newtown, PA  18940
Telephone: (267) 756-7028
(Name, address, including zip code, and telephone number, including area code, of agent for service)
From time to time after this Registration Statement is declared effective.
(Approximate date of commencement of proposed sale to the public)
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, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrations statement number of the earlier effective registration statement for the same offering.  [  ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]
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.  (Check one):
[  ]  Large accelerated filer
[  ] Accelerated filer
[  ]  Non-accelerated filer
(Do not check if a smaller reporting company)
[X] Smaller reporting company
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
(1)
Proposed Maximum
Offering Price Per Share
(2)
Proposed Maximum
Aggregate Offering Price
Amount of
Registration Fee
Class A Common stock, without par value
17,540,000
$2.18
$38,237,200
$4,924.95
Class A Common stock underlying warrants
7,620,000
$2.18
$16,611,600
$2,139.57
Total
25,160,000
$2.18
$54,848,800
$7,064.52
(1)     Includes shares of our Class A common stock, without par value, currently owned by the selling stockholders (each a "Selling Stockholder") and shares of our Class A common stock underlying warrants issuable upon the exercise of warrants held by certain Selling Stockholders, all of which may be offered pursuant to this registration statement.  In the event of a stock split, stock dividend or similar transaction involving the Class A common shares of the registrant, in order to prevent dilution, the number of shares of Class A common stock registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the United States Securities Act of 1933, as amended (the "Securities Act").
(2)     Estimated in accordance with Rule 457(c) of the Securities Act solely for the purpose of computing the amount of the registration fee, based on the average of the high and low prices of our Class A common stock of $2.18 per share as reported on the Canadian Securities Exchange on July 10, 2014.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED JULY 11, 2014
PROSPECTUS
HELIUS MEDICAL TECHNOLOGIES, INC.
a Wyoming corporation
25,160,000 Shares of Class A Common Stock
This prospectus relates to the resale of up to 25,160,000 shares of our Class A common stock ("common stock") that may be sold, from time to time, by the selling stockholders (each, a "Selling Stockholder") named in this prospectus for their own account, consisting of 17,540,000 shares of our common stock and 7,620,000 shares of common stock issuable upon the exercise of outstanding warrants, all previously issued by us to certain Selling Stockholders.
Our common stock is listed for trading on the Canadian Securities Exchange (the "CSE") under the symbol "HSM".  On July 3, 2014, the low bid price of our common stock was CDN$2.30 per share, the high ask price of our common stock was CDN$2.34 per share, and the closing price was CDN$2.34 per share.  We do not have any securities that are currently traded on any other exchange or quotation system.
It is anticipated that the Selling Stockholders will offer to sell the shares of common stock being offered in this prospectus at prevailing market prices of our common stock on the CSE.  Any Selling Stockholder may, in such Selling Stockholder's discretion, elect to sell such shares of common stock at fixed prices, at varying prices or at privately negotiated prices.  We will not receive any proceeds from the resale of shares of our common stock by the Selling Stockholders.  All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred by the selling stockholders will be borne by the Selling Stockholders.
We are an "emerging growth company" as that term is used in the Jumpstart our Business Startups Act of 2012 (the "JOBS Act") and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.
The purchase of the securities offered by this prospectus involves a high degree of risk.  You should invest in our shares of common stock only if you can afford to lose your entire investment. You should carefully read and consider the section of this prospectus entitled "Risk Factors" beginning on page 9 before buying any shares of our common stock.
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 offence.
The date of this prospectus is July 11, 2014
__________
-2-
The following table of contents has been designed to help you find important information contained in this prospectus.  We encourage you to read the entire prospectus.
TABLE OF CONTENTS
Item
Page No.
SUMMARY
4
RISK FACTORS
9
FORWARD LOOKING STATEMENTS
16
USE OF PROCEEDS
16
DETERMINATION OF OFFERING PRICE
16
SELLING STOCKHOLDERS
16
PLAN OF DISTRIBUTION
23
DESCRIPTION OF SECURITIES TO BE REGISTERED
26
DESCRIPTION OF BUSINESS
27
LEGAL PROCEEDINGS
44
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
44
FINANCIAL STATEMENTS
46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
46
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
52
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
52
EXECUTIVE COMPENSATION
55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
58
EXPERTS
59
INTERESTS OF NAMED EXPERTS AND COUNSEL
59
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE
59
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
61
WHERE YOU CAN FIND MORE INFORMATION
61
INDEX TO FINANCIAL STATEMENTS
62
__________
-3-
In this prospectus, unless otherwise specified:  (i) references to "the Company", "our Company", "we", "us" or "our" mean Helius Medical Technologies, Inc. (formerly known as "0996445 B.C. Ltd.") and its wholly-owned subsidiaries, 0995162 B.C. Ltd. and NeuroHabilitation Corporation, unless the context otherwise requires.  All financial information is stated in United States dollars unless otherwise specified.  Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.
SUMMARY
The following summary highlights selected information contained in this prospectus.  This summary does not contain all the information you should consider before investing in the securities.  Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements.
The Company
General
On June 13, 2014, we acquired a 100% interest in NeuroHabilitation Corporation ("NHC") (the "Transaction") pursuant to a plan of merger whereby our wholly-owned subsidiary was merged with and into NHC and all of the common shares in the capital of NHC were cancelled in consideration for the issuance of an aggregate of 35,300,083 shares of our Class A common stock to the NHC shareholders.  NHC is now our wholly-owned subsidiary. The Transaction constituted a reverse take-over of us by NHC.  Prior to the acquisition of NHC we had no active business.
NHC is a Delaware company, incorporated on January 22, 2013, which is involved in the medical device industry. In January 2013, NHC entered into an exclusive right agreement whereby Advanced Neuro-Rehabilitation LLC ("ANR") granted NHC exclusive worldwide rights to ANR's patents, trade secrets and knowhow, including a patent pending technology that will enable the first non-invasive means for delivering neurostimulation through the oral cavity (the "PoNS
TM
") in exchange for 50% equity in NHC and a 4% royalty of NHC's revenue collected from (1) the sale of products covered by any claim of the patent rights (the "Devices") to end users and (2) services related to the therapy or use of the Devices in therapy services.
The brain's ability to recognize its operation in response to new information sources, new functional needs, or new communication pathways is referred to as neuroplasticity. Neuroplasticity is a process underlying all cerebral learning, training, and rehabilitation. Neuromodulation is the use of external tactile stimulation to intentionally change and regulate the internal electrochemical environment of the brain.
Traditional rehabilitation interventions have typically involved medication and various forms of therapies, including physical therapy. The PoNS
TM
device is being investigated in combination with physical therapy for the treatment of neurological symptoms from disease and trauma including traumatic brain injury (TBI) and Multiple Sclerosis.
Our principal offices are located at 12 Penns Trail, Newtown, PA  18940.  Our telephone number is (267) 756-7028. Our registered office and registered agent in the State of Wyoming is located at CT Corporation System, 1712 Pioneer Ave., Ste. 120, Cheyenne, Wyoming  82001.
-4-
Plan of Operations
The management team's goal is to make the Company the first company with a patented, FDA approved, non-invasive device and therapy for the treatment of balance and disorders related to trauma brain injury.
The principal business carried on and intended to be carried on by the Company is to complete the device design and manufacturing phase of PoNS
TM
, a patent pending technology that will enable the first non-invasive means for delivering neurostimulation through the oral cavity.
Over the next 12-month period, the Company intends to:
complete the pilot efficacy trial;
complete the device design and manufacturing phase;
continue development the Company's intellectual property;
drive the completion of international registration; and
create a physical therapy support network.
The Offering
The Issuer:
Helius Medical Technologies, Inc.
The Selling Stockholders:
The Selling Stockholders are comprised of certain of our existing stockholders who acquired our shares and warrants as described below.  The Selling Stockholders are named in this prospectus under "Selling Stockholders".
Shares Offered by the Selling Stockholders:
The Selling Stockholders are offering up to an aggregate of 25,160,000 shares of our common stock
comprised of 17,540,000 shares of our common stock and 7,620,000 shares of our common stock underlying warrants, of which 15,240,000 of the 17,540,000 shares were issued to the Selling Stockholders at a price of CDN$0.50 per subscription receipt in a private placement that closed on May 30, 2014 and where each subscription receipt automatically converted into one share and one-half of one warrant upon closing of the Transaction on June 13, 2014.
Offering Price:
The Selling Stockholders may sell their shares offered under this prospectus at prevailing market prices, privately negotiated prices or otherwise as set forth under "Plan of Distribution" in this prospectus.
Terms of the Offering:
The Selling Stockholders will determine when and how they will sell the common stock offered in this prospectus.  Refer to "Plan of Distribution".
Termination of the Offering:
The offering will conclude when all of the 25,160,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of shares.
Use of Proceeds:
We will not receive any proceeds from the sale of the common stock by the Selling Stockholders.
-5-
Market for our Common Stock:
Our common stock is listed for trading on the CSE under the symbol "HSM".  On July 10, 2014, the low bid price of our common stock was CDN$2.30 per share, the high ask price of our common stock was CDN$2.35 per share, and the closing price was CDN$2.33 per share.  We do not have any securities that are currently traded on any other exchange or quotation system.
Outstanding Shares of Common Stock:
There were 63,104,788 shares of common stock outstanding as of July 10, 2014.
Risk Factors:
See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in our securities.
Summary of Financial Data
The following consolidated financial data has been derived from and should be read in conjunction with: (i) our audited financial statements for the period from inception (March 13, 2014) to March 31, 2014, (ii) the audited financial statements of NHC for the fiscal year ended March 31, 2014 and for the period from inception to March 31, 2013, (iii) the unaudited pro-forma consolidated financial information as at March 31, 2014, together with the notes to each of these financial statements; and (iv) the section of this prospectus entitled "Management's Discussion and Analysis or Plan of Operations", included elsewhere herein.
Balance Sheet Data
Derived from our audited Financial Statements for the period from inception (March 13, 2014) to March 31, 2014
As at
March 31, 2014
Cash
$
9
Working capital
9
Total assets
9
Total liabilities
-
Total stockholders' deficit
9
Derived from the Audited Financial Statements of NeuroHabilitation Corporation for the Year Ended March 31, 2014*
As at
March 31, 2014
As at
March 31, 2013
Cash
$
15,968
$
217
Working capital (deficit)
(267,977)
(7,850)
Total assets
315,968
217
Total liabilities
583,945
8,067
Total stockholders' deficit
(267,977)
(7,850)
*      Effective June 13, 2014, we completed the acquisition of 100% of the issued and outstanding shares of NeuroHabilitation Corp. ("NHC"), an development stage company engaged primarily in the business of developing patent-pending technology ("PoNS
TM
") that will enable the first non-invasive means for delivering neurostimulation through the oral cavity, through a merger transaction.  As a result of the acquisition, NHC is now a wholly owned subsidiary of the Company.  The information in the table above is derived from the audited financial statements of NHC.  Audited balance sheet data of our Company on a consolidated basis (taking into account the acquisition of NHC) will be available when we file our Annual Report on Form 10-K for our fiscal year ended March 31, 2015.
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Statement of Operations
Data
Derived from our audited Financial Statements for the period from inception (March 13, 2014) to March 31, 2014
Period from Inception (March 13, 2014) to March 31, 2014
Operating expenses
Consulting fees
$
-
Interest expense on short-term loan
-
Legal fees
-
Office and general
-
Total operating expenses
-
Loss from operations
$
-
Net loss and comprehensive loss
$
-
Derived from the Audited Financial Statements of NHC for the Year Ended March 31, 2014*
*      As indicated above, effective June 13, 2014, we completed the acquisition of 100% of the issued and outstanding shares of NHC.  The information in the table above is derived from the audited financial statements of NHC.  Audited statements of operations of our Company on a consolidated basis (taking into account the acquisition of NHC) will be available when we file our Annual Report on Form 10-K for our fiscal year ended March 31, 2015.
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Derived from the Unaudited Pro-Forma Financial Information for the Year Ended March 31, 2014
The following unaudited pro forma financial information in the following two tables gives effect to the consummation of the acquisition of NHC by the Company.  This information should be read in conjunction with the audited financial statements of our Company and the audited financial statements of NHC included herein.
For the Year Ended March 31, 2014
Helius
NHC
Pro Forma Adjustments
Pro Forma Consolidation
Operating expenses
Accredited interest
$                  -
$           1,119
$                        -
$                      1,119
Consulting fees
-
807,385
-
807,385
Interest expense
-
225
-
225
Legal fees
-
33,966
-
33,966
Meals and entertainment
-
833
-
833
Office expense
-
6,793
-
6,793
Research and development expense
-
171,781
171,781
Compensation fro shares issued for services
-
-
-
Transaction cost
-
-
300,000
300,000
Travel
-
22,027
22,027
Wages and salaries
-
23,155
-
23,155
Loss from operations
-
1,067,284
300,000
1,343,494
Net loss and comprehensive loss
$                  -
$    1,067,284
$            300,000
$               1,343,494
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RISK FACTORS
An investment in our common stock involves a number of very significant risks.  You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our common stock.  Our business, operating results and financial condition could be seriously harmed due to any of the following risks.  The risks described below may not be all of the risks facing our company.  Additional risks not presently known to us or that we currently consider immaterial may also impair our business operations.  You could lose all or part of your investment due to any of these risks.
Risks Related to Our Company
We have limited operating history and lack profitable operations.
NHC was incorporated in the State of Delaware on January 22, 2013 and has had limited operations to date.  Through its year ended March 31, 2014, NHC had accumulated losses of $9,585,134 and a working capital deficit of $267,977.  We will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources, lack of revenue and the risk that we will not achieve our growth objective. We anticipate that we may take several years to achieve consistent positive cash flow from operations.  There is no assurance that we will be successful in achieving significant revenues or profitability.
We may be required to obtain additional financing to carry out our plan of operations and if we require additional financing and are unable to obtain such financing, our business may fail.
Additional funds for the establishment of our current and planned operations may be required. No assurances can be given that we will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Current financial conditions, revenues, taxes, capital expenditures and operating expenses are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, we may be required to undertake additional equity financing, which would be dilutive to our stockholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to us, or at all. If we are unable to obtain additional financing as needed, we may be required to reduce the scope of our operations and pursue only those projects that can be funded through cash flows generated from its existing operations, if any.
The neuromodulation market is new and uncertain and the failure of the expansion of such market could have a material adverse effect on our business and financial position.
The neuromodulation market is relatively new and its long-term growth prospects are uncertain. Should the neuromodulation market fail to expand, it could have a materially adverse effect on our business and financial position.
Our ability to develop additional products is subject to the risks inherent in the development of new devices and products based on new technologies.  Because of these inherent risks, our research and development may not result in any commercially viable devices or products, which if not commercially successful may have a material adverse affect on our business and financial condition.
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The development of additional products is subject to the risks of failure inherent in the development of new, state of the art products, laboratory devices and products based on new technologies. These risks include: (i) delays in product development or manufacturing; (ii) unplanned expenditures for product development or manufacturing; (iii) failure of new products to have the desired effect or an acceptable accuracy profile; (iv) emergence of superior or equivalent products; (v) failure by any potential collaborative partners to successfully develop products; and (vi) the dependence on third parties for the manufacture, development and sale of the Company's products. Because of these risks, our research and development efforts or those of potential collaborative partners may not result in any commercially viable products. If a significant portion of these development efforts is not successfully completed, or any products are not commercially successful, we are less likely to generate significant revenues, or become profitable. The failure to perform such activities could have a material adverse affect on our business, financial condition and results of its operations.
We can provide no assurance that the development by others of new or improved devices or products will not result in our present and future products from becoming obsolete.
The areas in which we plan to commercialize, distribute, and/or sell products involves rapidly developing technology. There can be no assurance that we will be able to establish ourselves in such fields, or, if established, that we will be able to maintain our market position, if any. There can be no assurance that the development by others of new or improved products will not make our present and future products, if any, superfluous or obsolete.
Our future success depends on our ability to obtain approval on the patent for the PoNS
TM
technology, failing which we may be unable to protect our proprietary information and any competitive advantage which may have a material adverse affect on our business and financial condition.
Our future success will depend, in part, on our ability to obtain approval on the patent for the PoNS(TM) technology. There can be no assurance that the patent application made will result in the issuance of the patent or that the term of the patent will be extendable after it expires in due course, which will prevent us from being able to protect our proprietary information and may have a material adverse affect on our business and financial condition.
Much of our know-how and technology may not be patentable, though they may constitute trade secrets. There can be no assurance, however, that we will be able to meaningfully protect our trade secrets. To help protect our intellectual property rights and proprietary technology, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. There can be no assurance that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure.
If our intellectual property protection is inadequate, competitors may gain access to our technology and undermine our competitive position.
We regard our intended and future intellectual property as important to our success, and we intend to rely on patent law to protect our proprietary rights. Despite our precautions, unauthorized third parties may copy certain portions of our devices or products or reverse engineer or obtain and use information that we regard as proprietary. We may seek additional patents in the future. We do not know if any future patent application will be issued with the scope of the claims we seek, if at all, or whether any patents we receive will be challenged or invalidated. Thus, we cannot assure you that any intellectual property rights that we may receive can be successfully asserted in the future or that they will not be invalidated, circumvented or challenged. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States. Our means of protecting any proprietary rights we may receive in the United States or abroad may not be adequate and competitors may independently develop a similar
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technology. Any failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings against us could have a material adverse affect on our business, financial condition, or results of operations.
We may be subject to intellectual property litigation, such as patent infringement claims, which could adversely affect our business.
Our commercial success will also depend, in part, on not infringing on the patents or proprietary rights of others. There can be no assurance that the technologies and products used or developed by us will not infringe such rights. If such infringement occurs and we are not able to obtain a license from the relevant third party, we will not be able to continue the development, manufacture, use, or sale of any such infringing technology or product. There can be no assurance that necessary licenses to third-party technology will be available at all or on commercially reasonable term. In some cases, litigation or other proceedings may be necessary to defend against or assert claims of infringement or to determine the scope and validity of the proprietary rights of third parties. Any potential litigation could result in substantial costs to, and diversion of, our resources and could have a material and adverse impact on us. An adverse outcome in any such litigation or proceeding could subject us to significant liabilities, require us to cease using the subject technology or require us to license the subject technology from the third party, all of which could have a material adverse affect on our business.
If our expenses are greater than anticipated, then we will have fewer funds with which to pursue our plan of operations and our financing requirements will be greater than anticipated.
We may find that the costs of carrying out our plan of operations are greater than we anticipate. Increased operating costs may cause the amount of financing that we require to increase. Investors may be more reluctant to provide additional financing if we cannot demonstrate that we can control our operating costs. There is no assurance that additional financing required as a result of our operating costs being greater than anticipated will be available to us. If we do not control our operating expenses, then we will have fewer funds with which to carry out our plan of operations with the result that our business may fail.
If and when we sell our products, we may be liable for product liability claims and we may not carry sufficient product liability insurance.
The devices and products that we intend to develop may expose us to potential liability from personal injury claims by end-users of the product. We intend to carry product liability insurance to protect us against the risk that in the future a product liability claim or product recall could materially and adversely affect our business. Inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of our intended products. We cannot assure you that if and when we commence distribution of our product that we will be able to obtain or maintain adequate coverage on acceptable terms, or that such insurance will provide adequate coverage against all potential claims. Moreover, even if we maintain adequate insurance, any successful claim could materially and adversely affect our reputation and prospects, and divert management's time and attention. If we are sued for any injury allegedly caused by our future products our liability could exceed our total assets and our ability to pay the liability.
We are an "emerging growth company" under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not
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limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, shareholder approval of any golden parachute payments not previously approved and presenting the relationship between executive compensation actually paid and our financial performance. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
We will remain an "emerging growth company" for up to five years after our first sale of common stock pursuant to a Securities Act registration statement, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any September 30.
Our status as an "emerging growth company" under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.  Because of the exemptions from various reporting requirements provided to us as an "emerging growth company", we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected..
We are dependent upon the ability and expertise of certain members of our senior management and the loss of such individuals could have an material adverse affect on our business, operating results or financial condition.
Our success is dependent upon the ability, expertise, judgment, discretion and good faith of our senior management, and in particular Mr. Phil Deschamps, our President and CEO. While employment agreements are customarily used as a primary method of retaining the services of key employees, these agreements cannot assure the continued services of such employees. Any loss of the services of such individuals could have a material adverse affect on our business, operating results or financial condition.
We are a small company with limited resources compared to some of our current and potential competitors and we may not be able to compete effectively and increase market share.
There is potential that we will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than us. Increased competition by larger and better financed competitors could materially and adversely affect our business, financial condition and our results of operations.
Because of the early stage of the industry in which we intend to operate, we expect to face additional competition from new entrants. To be competitive, we will require a continued high level of investment in research and development, marketing, sales and client support. We may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect our business, financial condition and our results of operations.
Our officers and directors may be subject to conflicts of interest.
Some of our officers and directors serve only part time and may be subject to conflicts of interest.  Each may devote part of his working time to other business endeavors, including consulting relationships with other corporate entities, and may have responsibilities to these other entities.  Such conflicts may include deciding how much time to devote to our affairs, as well as what business opportunities should be
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presented to us.  Because of these relationships, some of our officers and directors may be subject to conflicts of interest. Any Company-related decision made by any of these directors and officers involving us should be made in accordance with their duties and obligations to deal fairly and in good faith and to act in the best interests of us and our shareholders.  In addition, each of the directors is required to declare and refrain from voting on any matter in which such director may have a conflict of interest.
Philippe Deschamps, our President, CEO and a director, serves full time (40 hours per week).  All of the other directors and officers only provide services to us on a part time basis as follows:
Amanda Tseng (Chief Financial Officer and director) - 14 hours per week;
Savio Chiu (director) - 8 hours per week;
Yuri Danilov (director) - 8 hours per week; and
Mitch Tyler (director) - 8 hours per week.
The use of recent private placement funds received by us and as disclosed herein are estimates only and subject to change.  The failure to effectively apply such funds could have a material adverse effect on our business.
Although we have set out our intended use of proceeds from our recent private placement on May 30, 2014, these intended uses are estimates only and subject to change.  While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds.  The failure by us to apply these funds effectively could have a material adverse effect on our business, including our ability to achieve our stated business objectives.
Risks Related to Our Common Stock
Trading of our common stock is sporadic, and the price of our common stock may be volatile; we caution you as to the highly illiquid nature of an investment in our shares.
Our common stock is quoted on the Canadian Securities Exchange since June 23, 2014. To date, trading in our common stock has been limited and sporadic. Securities of microcap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the companies' financial performance or prospects.  These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.  Factors unrelated to our performance that may affect the price of our common stock include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow us, lessening in trading volume and general market interest in our common stock may affect an investor's ability to trade significant numbers of shares of our common stock; the size of our public float may limit the ability of some institutions to invest in our common stock; and a substantial decline in the price of shares of our common stock that persists for a significant period of time could cause our common stock, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity.  As a result of any of these factors, the market price of our common stock at any given point in time may not accurately reflect our long-term value. The price of our common shares may increase or decrease in response to a number of events and factors, including: changes in financial estimates; our acquisitions and financings; quarterly variations in our operating results; the operating and share price performance of other companies that investors may deem comparable; and purchase or sale of blocks of our common stock. These factors, or any of them, may materially adversely affect the prices of our common shares regardless of our operating performance. We caution you as to the highly illiquid nature of an investment in our shares.
The market price of our common stock is affected by many other variables which are not directly related to our success and are, therefore, not within our control.  These include other developments that affect the breadth of the public market for shares of our common stock and the attractiveness of alternative investments.  The effect of these and other factors on the market price of our common stock is expected to make our common stock price volatile in the future, which may result in losses to investors.
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A decline in the price of our common stock could affect our ability to raise any required working capital and adversely impact our operations.
A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise any required capital for our operations. Because our operations to date have been principally financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future may have a material adverse effect upon our business plan and operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.
We have not paid any dividends and do not foresee paying dividends in the future.
We intend to retain earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends on shares of our common stock in the foreseeable future.  The payment of future cash dividends, if any, will be reviewed periodically by the board of directors and will depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and other factors.
Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.
Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, not including any equity in that person's or person's spouse's primary residence, or annual income exceeding $200,000 or $300,000 jointly with their spouse. The 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 in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with 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 bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
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FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules promulgated by the SEC, the Financial Industry Regulatory Authority (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.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
Any future sales of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.
Future sales or issuances of equity securities could decrease the value of our common stock, dilute stockholders' voting power and reduce future potential earnings per share.  We intend to sell additional equity securities in future offerings (including through the sale of securities convertible into shares of our common stock) and may issue additional equity securities to finance our operations, development, acquisitions or other projects.  We cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of our common stock.  Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.  With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per share.
Shares of our common stock that are "restricted securities" as defined in Rule 144(a)(3) are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a "shell company." In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).
Pursuant to Rule 144 of the Securities Act, a "shell company" is defined as a company that has: (i) no or nominal operations and (ii) either (A) no or nominal assets, (B) assets consisting solely of cash and cash equivalents, or (C) assets consisting of any amount of cash and cash equivalents and nominal other assets. We were a "shell company" pursuant to Rule 144 prior to the Transaction, and as such, Rule 144(i) provides that sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date on which our initial Form S-1 providing Form 10 level disclosure was filed with the Commission, which twelve-month period will elapse on July 12, 2015. Therefore, any restricted securities currently outstanding or that we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose, will have no liquidity until and unless such securities are registered with the Commission and/or until a year after the date of the filing of our initial Form S-1 and we have otherwise complied with the other requirements of Rule 144. As a result, it may be harder for us to fund our operations and pay our employees and consultants with our securities instead of cash than if we had not previously been a "shell company". Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our previous status as a "shell company" could prevent us from raising additional funds, engaging employees and consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).
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Please read this prospectus carefully.  You should rely only on the information contained in this prospectus.  We have not authorized anyone to provide you with different information.  You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties, including statements regarding our market, strategy, competition, capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, availability of funds and operating costs. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the risks outlined in this prospectus. These factors may cause our actual results to differ materially from any forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, based on information available to us as of the date hereof, and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We do not intend to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common stock offered through this prospectus by the Selling Stockholders.  All proceeds from the sale of the shares will be for the account of the Selling Stockholders, as described below in the sections of this prospectus entitled "Selling Stockholders" and "Plan of Distribution".  We will, however, incur all costs associated with this prospectus and the registration statement of which this prospectus forms a part.
DETERMINATION OF OFFERING PRICE
The Selling Stockholders may sell their shares offered under this prospectus at prevailing market prices, privately negotiated prices or otherwise as set forth under "Plan of Distribution" in this prospectus.
SELLING STOCKHOLDERS
The Selling Stockholders named in this prospectus are offering all of the 25,160,000 shares of common stock offered through this prospectus, consisting of 17,540,000 shares of our common stock and 7,620,000 shares of common stock underlying warrants, of which 15,240,000 of the 17,540,000 shares were issued to the Selling Stockholders at a price of CDN$0.50 per subscription receipt in a private placement exempt from the registration provisions of the U.S. Securities Act that closed on May 30, 2014 and where each subscription receipt automatically converted into one share of common stock and one-half of one warrant upon closing of the Transaction on June 13, 2014.  The remaining 2,300,000 shares were issued to one entity in connection with the closing of the Transaction which was exempt from the registration provisions of the U.S. Securities Act.
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The 25,160,000 shares of common stock referred to above are being registered to permit public sales of the shares, and the Selling Stockholders may offer the shares for resale from time to time pursuant to this prospectus.  The Selling Stockholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the U.S. Securities Act or pursuant to another effective registration statement covering those shares.  We may from time to time include additional Selling Stockholders in supplements or amendments to this prospectus.
The following table sets forth certain information regarding the ownership of our shares of common stock to be sold by the Selling Stockholders as of the date of July 10, 2014.
Information with respect to ownership is based upon information obtained from the Selling Stockholders.  Information with respect to "Shares Owned After this Offering" assumes the sale of all of the shares offered by this prospectus and no other purchases or sales of our common stock by the Selling Stockholders.  Except as described below and to our knowledge, the Selling Stockholders own and have sole voting and investment power over all shares or rights to these shares.  Except for their ownership of common stock or otherwise as described below, none of the Selling Stockholders had or have any material relationship with us.
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Because a Selling Stockholder may offer by this prospectus all or some part of the common shares which it holds, no estimate can be given as at the date hereof as to the number of common shares actually to be offered for sale by a Selling Stockholder or as to the number of common shares that will be held by a Selling Stockholder upon the termination of such offering.
Name of Selling Stockholder
Shares Owned
Prior to this
Offering
(1)
Shares to be
Offered under this
Prospectus
(1)
Number of Shares Owned After
Offering and Percentage of Total of Issued and Outstanding Shares After Offering
Shares Owned
After Offering
(2)
Percentage of
Issued and
Outstanding
Shares
(3)
Brad McPherson (4)
150,000
150,000
Nil
Nil
CuOro Resources Corp. (5)
1,950,000
1,950,000
Nil
Nil
NBCN ITF 1348462 Ontario Ltd. A/C 4FV729 (6)
375,000
375,000
Nil
Nil
NBCN ITF Medalist Capital Ltd. A/C 4FV658A (7)
375,000
375,000
Nil
Nil
Lakeside Trading Group S.A. (8)
150,000
150,000
Nil
Nil
Access Capital Corp. (9)
450,000
450,000
Nil
Nil
Scotia Capital ITF AlphaNorth Offshore Inc. (10)
1,425,000
1,425,000
Nil
Nil
Scotia Capital ITF AlphaNorth Partners Fund Inc. (11)
75,000
75,000
Nil
Nil
GKM Holdings Ltd. (12)
300,000
300,000
Nil
Nil
RBC Dominion Securities ITF Kurt Ostlund A/C/ 804-95391-10 (13)
75,000
75,000
Nil
Nil
EDJ Limited (14)
225,000
225,000
Nil
Nil
Porter Partners, L.P. (15)
1,275,000
1,275,000
Nil
Nil
Luke Norman Consulting (16)
600,000
600,000
Nil
Nil
Matthew Norman (17)
150,000
150,000
Nil
Nil
-18-
Name of Selling Stockholder
Shares Owned
Prior to this
Offering
(1)
Shares to be
Offered under this
Prospectus
(1)
Number of Shares Owned After
Offering and Percentage of Total of Issued and Outstanding Shares After Offering
Shares Owned
After Offering
(2)
Percentage of
Issued and
Outstanding
Shares
(3)
Qtrade Securities Inc. (18)
1,275,000
1,275,000
Nil
Nil
Brant Investments Limited (19)
1,200,000
1,200,000
Nil
Nil
Barbara Shynkaryk (20)
30,000
30,000
Nil
Nil
Katie Bellamy (21)
75,000
75,000
Nil
Nil
Amin Somani (22)
30,000
30,000
Nil
Nil
Peter Dickson (23)
225,000
225,000
Nil
Nil
Chris Wardle (24)
300,000
300,000
Nil
Nil
Jens Biertumpel (25)
75,000
75,000
Nil
Nil
Michael Dodds (26)(88)
30,000
30,000
Nil
Nil
James Lebedovich (27)(88)
75,000
75,000
Nil
Nil
Jonathan Awde (28)(88)
750,000
750,000
Nil
Nil
Greg Hunter (29)(88)
150,000
150,000
Nil
Nil
Mark Varny (30)(88)
150,000
150,000
Nil
Nil
Neil McAllister (31)(88)
75,000
75,000
Nil
Nil
William A. Randall (32)(88)
60,000
60,000
Nil
Nil
Patrick &/or Marian Griffin (33)(88)
30,000
30,000
Nil
Nil
Peter Nash (34)(88)
75,000
75,000
Nil
Nil
Mark Cornwall (35)(88)
60,000
60,000
Nil
Nil
Alpha Capital Ltd. (36)(88)
900,000
900,000
Nil
Nil
Brett Johnson (37)(88)
150,000
150,000
Nil
Nil
Gordon Green (38)(88)
75,000
75,000
Nil
Nil
Nancy Rothery (39)(88)
300,000
300,000
Nil
Nil
Craig A. Angus (40)(88)
150,000
150,000
Nil
Nil
Patrick Robinson (41)(88)
600,000
600,000
Nil
Nil
Steven K Y Tan (42)(88)
150,000
150,000
Nil
Nil
Bruce McLeod (43)(88)
75,000
75,000
Nil
Nil
Gayle McLeod (44)(88)
75,000
75,000
Nil
Nil
Hugh Nash (45)(88)
600,000
600,000
Nil
Nil
Bruno J. Benedet (46)(88)
60,000
60,000
Nil
Nil
Anthony Joseph Alvaro (47)(88)
300,000
300,000
Nil
Nil
Trium Pacific Corp. (48)(88)
120,000
120,000
Nil
Nil
Cleo C. Allen (49)(88)
90,000
90,000
Nil
Nil
Colleen Ostlund (50)(88)
90,000
90,000
Nil
Nil
Ferguson Investments (51)(88)
600,000
600,000
Nil
Nil
Gordon Holmes (52)(88)
600,000
600,000
Nil
Nil
McPherson Construction (53)(88)
150,000
150,000
Nil
Nil
Rowena M. Santos (54)(88)
150,000
150,000
Nil
Nil
Orca Capital GMBH (55)(88)
150,000
150,000
Nil
Nil
Gregg J. Sedun (56)(88)
150,000
150,000
Nil
Nil
DNG Capital Corp. (57)(88)
150,000
150,000
Nil
Nil
Ken Wong (58)(88)
150,000
150,000
Nil
Nil
GRF Consulting Corp. (59)(88)
120,000
120,000
Nil
Nil
Violetta Holdings Ltd. (60)(88)
60,000
60,000
Nil
Nil
Eric H. Hoesgen (61)(88)
97,500
97,500
Nil
Nil
Roman Grodon (62)(88)
150,000
150,000
Nil
Nil
Leighton Bocking (63)(88)
150,000
150,000
Nil
Nil
Dennis Hoesgen (64)(88)
97,500
97,500
Nil
Nil
Satwinder Mann (65)(88)
75,000
75,000
Nil
Nil
Crestmont Invest Ltd. (66)(88)
60,000
60,000
Nil
Nil
0818940 B.C. Ltd. (67)(88)
300,000
300,000
Nil
Nil
Don Simmons (68)(88)
75,000
75,000
Nil
Nil
Tradewinds Investments (69)(88)
300,000
300,000
Nil
Nil
Johanna Boomars (70)(88)
300,000
300,000
Nil
Nil
Graeme Renton (71)(88)
1,050,000
1,050,000
Nil
Nil
Kalla Holdings Ltd. (72)(88)
150,000
150,000
Nil
Nil
Willie Goldman (73)(88)
750,000
750,000
Nil
Nil
Patrick C. Lecky (74)(88)
150,000
150,000
Nil
Nil
Ramona Ambrozuk (75)(89)
60,000
60,000
Nil
Nil
Hugh Graham Christie (76)(89)
30,000
30,000
Nil
Nil
DCT Holdings Ltd. (77)(89)
15,000
15,000
Nil
Nil
Lyn Duke (78)(89)
150,000
150,000
Nil
Nil
William Majcher (79)(89)
30,000
30,000
Nil
Nil
Deborah Paes-Braga (80)(89)
42,000
42,000
Nil
Nil
Max Polinsky (81)(89)
30,000
30,000
Nil
Nil
Luc Pelchat (82)(89)
22,500
22,500
Nil
Nil
Sirius Acquisition Company Ltd. (83)(89)
28,500
28,500
Nil
Nil
Daniel Sitnam (84)(89)
7,500
7,500
Nil
Nil
Carol Vorberg (85)(89)
151,500
151,500
Nil
Nil
Christopher Vorberg (86)(89)
333,000
333,000
Nil
Nil
Iridium Capital LLC (87)
2,300,000
2,300,000
Nil
NIl
Total
25,160,000
25,160,000
Nil
Nil
-19-
(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.
(2)  Represents the amount of shares that will be held by the selling stockholder after completion of this offering based on the assumptions that (a) all shares registered for sale by the registration statement of which this prospectus is part will be sold and (b) that no other shares of our common stock beneficially owned by the selling stockholders are acquired or are sold prior to completion of this offering by the selling stockholders.
(3)  The applicable percentage of ownership is based on 63,104,788 shares of our common stock issued and outstanding as of July 10, 2014.  In computing the percentage of common stock beneficially owned by a selling stockholder on July 10, 2014, (a) the numerator is the number of shares of common stock beneficially owned by such selling stockholder (including shares that it has the right to acquire within 60 days of July 10, 2014), and (b) the denominator is the sum of (i) the 63,104,788 shares outstanding on July 10, 2014 and (ii) the number of shares of common stock which such selling stockholder has the right to acquire within 60 days of July 10, 2014.
(4)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(5)  This figure includes 1,300,000 shares of common stock being offered by this prospectus and 650,000 shares of common stock underlying warrants being offered by this prospectus.  CuOro Resources Corp. (now named Rockshield Capital Corp.), is a publicly listed company on the Canadian Securities Exchange.  Mr. Marc Cernovitch is the CEO of Rockshield Capital Corp. and is such capacity holds voting and investment power over the shares held by Rockshield Capital Corp.
(6)  This figure includes 250,000 shares of common stock being offered by this prospectus and 125,000 shares of common stock underlying warrants being offered by this prospectus.  Michael Vukets or Karen Vukets or Christy Keast or Brett Vukets hold voting power over such shares and Michael Vukets and Riley Keast hold investment power over the shares held by 1348462 Ontario Ltd.
(7)  This figure includes 250,000 shares of common stock being offered by this prospectus and 125,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owners of Medalist Capital Ltd. are Branden Keast (30%), Riley Keast (30%), Stephen Sandusky (30%) and Michael Keast (10%).  Each of Branden Keast, Stephen Sandusky and Michael Keast hold voting and investment power over the shares held by Medalist Capital Ltd.
(8)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Lakeside Trading Group S.A. is Taylor Housser.  Taylor Housser holds voting and investment power over the shares held by Lakeside Trading Group S.A.
(9)  This figure includes 300,000 shares of common stock being offered by this prospectus and 150,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Access Capital Corp. is Rob Anderson.  Rob Anderson holds voting and investment power over the shares held by Access Capital Corp.
(10)  This figure includes 950,000 shares of common stock being offered by this prospectus and 475,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of AlphaNorth Offshore Inc. is AlphaNorth Partners Fund Inc.  Steve Palmer holds voting and investment power over the shares held by AlphaNorth Offshore Inc.
(11)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.  Steve Palmer holds voting and investment power over the shares held by AlphaNorth Partners Fund Inc.
(12)  This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being officer by this prospectus.  The beneficial owners of GMK Holdings Ltd. are Graham and Karen Harris.  Graham and Karen Harris both share voting and investment power over the shares held by GMK Holdings Ltd.
(13)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.  Kurt Ostlund holds voting and investment power of such shares.
(14)  This figure includes 150,000 shares of common stock being offered by this prospectus and 75,000 shares of common stock underlying warrants being offered by this prospectus.  Porter Capital Management holds voting and investment power over the shares held by EDJ Limited.
-20-
(15)  This figure includes 850,000 shares of common stock being offered by this prospectus and 425,000 shares of common stock underlying warrants being offered by this prospectus.  Porter Capital Management holds voting and investment power over the shares held by Porter Partners, L.P.
(16)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Luke Norman Consulting is Luke Norman.  Luke Norman holds voting and investment power over the shares held by Luke Norman Consulting.
(17)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(18)  This figure includes 850,000 shares of common stock being offered by this prospectus and 425,000 shares of common stock underlying warrants being offered by this prospectus.  Rob Ballard, an associate portfolio manager of Pathfinder Asset Management Limited,  holds voting and investment power over the shares held by Qtrade Securities Inc.
(19)  This figure includes 800,000 shares of common stock being offered by this prospectus and 400,000 shares of common stock underlying warrants being offered by this prospectus.  Rob Ballard, an associate portfolio manager of Pathfinder Asset Management Limited, holds voting and investment power over the shares held by Brant Investments Limited.
(20)  This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.
(21)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.
(22)  This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.
(23)  This figure includes 150,000 shares of common stock being offered by this prospectus and 75,000 shares of common stock underlying warrants being offered by this prospectus.
(24)  This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.
(25)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.
(26)  This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.
(27)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.
(28)  This figure includes 500,000 shares of common stock being offered by this prospectus and 250,000 shares of common stock underlying warrants being offered by this prospectus.
(29)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(30)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(31)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.
(32)  This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.
(33)  This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.
(34)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.
(35)  This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.
(36)  This figure includes 600,000 shares of common stock being offered by this prospectus and 30,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Alpha Capital Ltd. is Peter Grut.  Peter Grut holds voting and investment power over the shares held by Alpha Capital Ltd.
(37)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(38)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.
(39)  This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.
(40)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(41)  This figure includes 400,000 shares of common stock being offered by this prospectus and 200,000 shares of common stock underlying warrants being offered by this prospectus.
(42)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
-21-
(43)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.  Bruce McLeod is also deemed to beneficially own the 50,000 shares of common stock and the 25,000 shares of common stock underlying warrants held by his spouse, Grace McLeod.
(44)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.  Grace McLeod is also deemed to beneficially own the 50,000 shares of common stock and the 25,000 shares of common stock underlying warrants held by her spouse, Bruce McLeod.
(45)  This figure includes 400,000 shares of common stock being offered by this prospectus and 200,000 shares of common stock underlying warrants being offered by this prospectus.
(46)  This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.
(47)  This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.
(48)  This figure includes 80,000 shares of common stock being offered by this prospectus and 40,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Trium Pacific Corp. is Steven Tan.  Steven Tan holds voting and investment power over the shares held by Trium Pacific Corp.
(49)  This figure includes 60,000 shares of common stock being offered by this prospectus and 30,000 shares of common stock underlying warrants being offered by this prospectus.
(50)  This figure includes 60,000 shares of common stock being offered by this prospectus and 30,000 shares of common stock underlying warrants being offered by this prospectus.
(51)  This figure includes 400,000 shares of common stock being offered by this prospectus and 200,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Ferguson Investments is Colin Ferguson.  Colin Ferguson holds voting and investment power over the shares held by Ferguson Investments.
(52)  This figure includes 400,000 shares of common stock being offered by this prospectus and 200,000 shares of common stock underlying warrants being offered by this prospectus.
(53)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of McPherson Construction is Brad McPherson.  Brad McPherson holds voting and investment power over the shares held by McPherson Construction.
(54)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(55)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Orca Capital GMBH is Jan Schimmer.  Jan Schimmer holds voting and investment power over the shares held by Orca Capital GMBH.
(56)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(57)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of DNG Capital Corp. is Nick DeMare.  Nick DeMare holds voting and investment power over the shares held by DNG Capital Corp.
(58)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(59)  This figure includes 80,000 shares of common stock being offered by this prospectus and 40,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of GRF Consulting Corp. is Gary Freeman.  Gary Freeman holds voting and investment power over the shares held by GRF Consulting Corp.
(60)  This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Violetta Holdings Ltd. is David Malm.  David Malm holds voting and investment power over the shares held by Violetta Holdings Ltd.
(61)  This figure includes 65,000 shares of common stock being offered by this prospectus and 32,500 shares of common stock underlying warrants being offered by this prospectus.
(62)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(63)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(64)  This figure includes 65,000 shares of common stock being offered by this prospectus and 32,500 shares of common stock underlying warrants being offered by this prospectus.
(65)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.
(66)  This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Crestmont Invest Ltd. is Peter Grut.  Peter Grut holds voting and investment power over the shares held by Crestmont Invest Ltd.
(67)  This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of 0818940 B.C. Ltd. is Michael Wadkirch.  Michael Wadkirch holds voting and investment power over the shares held by 0818940 B.C. Ltd.
(68)  This figure includes 50,000 shares of common stock being offered by this prospectus and 25,000 shares of common stock underlying warrants being offered by this prospectus.
(69)  This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owners of Tradewinds Investment are Cam Currie and Wendy Currie.  Cam Currie holds voting and investment power over the shares held by Tradewinds Investment.
-22-
(70)  This figure includes 200,000 shares of common stock being offered by this prospectus and 100,000 shares of common stock underlying warrants being offered by this prospectus.
(71)  This figure includes 700,000 shares of common stock being offered by this prospectus and 350,000 shares of common stock underlying warrants being offered by this prospectus.
(72)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Kalla Holdings Ltd. is Antony Kalla.  Antony Kalla holds voting and investment power over the shares held by Kalla Holdings Ltd.
(73)  This figure includes 500,000 shares of common stock being offered by this prospectus and 250,000 shares of common stock underlying warrants being offered by this prospectus.
(74)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(75)  This figure includes 40,000 shares of common stock being offered by this prospectus and 20,000 shares of common stock underlying warrants being offered by this prospectus.
(76)  This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.
(77)  This figure includes 10,000 shares of common stock being offered by this prospectus and 5,000 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of DCT Holdings Ltd. is Alistair MacLennan.  Alistair MacLennan holds voting and investment power over the shares held by DCT holdings Ltd.
(78)  This figure includes 100,000 shares of common stock being offered by this prospectus and 50,000 shares of common stock underlying warrants being offered by this prospectus.
(79)  This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.
(80)
This figure includes 28,000 shares of common stock being offered by this prospectus and 14,000 shares of common stock underlying warrants being offered by this prospectus.
(81)  This figure includes 20,000 shares of common stock being offered by this prospectus and 10,000 shares of common stock underlying warrants being offered by this prospectus.
(82)  This figure includes 15,000 shares of common stock being offered by this prospectus and 7,500 shares of common stock underlying warrants being offered by this prospectus.
(83)  This figure includes 19,000 shares of common stock being offered by this prospectus and 9,500 shares of common stock underlying warrants being offered by this prospectus.  The beneficial owner of Sirius Acquisition Company Ltd. is Stewart Vorberg.  Stewart Vorberg holds voting an investment power over the shares held by Sirius Acquisition Company Ltd.
(84)  This figure includes 5,000 shares of common stock being offered by this prospectus and 2,500 shares of common stock underlying warrants being offered by this prospectus.
(85)  This figure includes 101,000 shares of common stock being offered by this prospectus and 50,500 shares of common stock underlying warrants being offered by this prospectus.
(86)  This figure includes 222,000 shares of common stock being offered by this prospectus and 111,000 shares of common stock underlying warrants being offered by this prospectus.
(87)  This figure includes 2,300,000 shares of common stock being offered by this prospectus.  The beneficial owner of Iridium Capital LLC is Clay Kahler.  Clay Kahler holds voting and investment power over the shares held by Iridium Capital LLC.
(88)  These shares are registered in the name of Canaccord Genuity Corp. for administrative purposes only.  Canaccord Genuity Corp. represents that it does not have any discretion over the voting power or dispositive power of such shares.
(89)  These shares are registered in the name of Jordan Capital Markets Inc. for administrative purposes only.  Jordan Capital Markets Inc. represents that it does not have any discretion over the voting power or dispositive power of such shares.
PLAN OF DISTRIBUTION
Timing of Sales
The Selling Stockholders may offer and sell the shares covered by this prospectus at various times. The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.
-23-
Offering Price
The Selling Stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common stock may be sold on the Canadian Securities Exchange or any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, or in transactions otherwise than on these exchanges or systems and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions.
Manner of Sale
The shares may be sold by means of one or more of the following methods:
1.     a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
2.     purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;
3.     ordinary brokerage transactions in which the broker solicits purchasers;
4.     through options, swaps or derivative;
5.     privately negotiated transactions; or
6.     in a combination of any of the above methods.
The Selling Stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the Selling Stockholders, or, if any such broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with a Selling Stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer is unable to do so acting as agent for a Selling Stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the Selling Stockholder. Broker-dealers who acquire shares as principal may thereafter resell the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with resales of the shares, broker-dealers may pay to commissions or receive from commissions the purchasers of shares as described above.
If our Selling Stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to the registration statement of which this prospectus forms a part, disclosing such arrangements, including the names of any broker dealers acting as underwriters.
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The Selling Stockholders and any broker-dealers or agents that participate with the Selling Stockholders in the sale of the shares may be deemed to be "underwriters" within the meaning of the Securities Act. In that event, any commissions received by 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 the Selling Stockholders may be 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.
Sales Pursuant to Rule 144
Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.
Pursuant to Rule 144 of the Securities Act, a "shell company" is defined as a company that has: (i) no or nominal operations and (ii) either (A) no or nominal assets, (B) assets consisting solely of cash and cash equivalents, or (C) assets consisting of any amount of cash and cash equivalents and nominal other assets. We were a "shell company" pursuant to Rule 144 prior to the Transaction, and as such, Rule 144(i) provides that sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date on which this initial Form S-1 providing Form 10 level disclosure was filed with the Commission reflecting our status as an entity that is no longer a "shell company," which twelve-month period will elapse on July 12, 2015.
Regulation M
We have advised the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Accordingly, the Selling Stockholder is not permitted to cover short sales by purchasing shares while the distribution is taking place. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. In addition, we will make copies of this prospectus available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.
State Securities Laws
Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.
Penny Stock Rules
The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "institutional accredited investors." The term "institutional accredited investor" refers generally to those accredited investors who are not natural persons and fall into one of the categories of accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act, including institutions with assets in excess of $5,000,000.
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The 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 in a form required by the Securities and Exchange Commission, and impose a waiting period of two business days before effecting the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with 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 bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
Expenses of Registration
We are bearing all costs relating to the registration of the common stock. The Selling Stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
DESCRIPTION OF SECURITIES
TO BE REGISTERED
General
Our authorized capital stock consists of an unlimited number of Class A common stock, without par value.  As of July 10, 2014, there were 63,104,788 shares of our Class A common stock issued and outstanding.
As set forth above in the section of this prospectus entitled "Selling Stockholders", the registration statement of which this prospectus forms a part relates to the registration of 25,160,000 shares of our Class A common stock previously issued by us or issuable upon the exercise of warrants to the Selling Stockholders.
Common Stock
Class A common stock ("common stock")
Holders of our common stock are entitled to receive notice of and attend any general meeting of the Company.  In addition, holders of our common stock shall have the right to vote at any such meeting on the basis one vote for each such share held.
Holders of our common stock shall, in the absolute discretion of the board of directors, be entitled to receive dividends as and when declared by the directors out of monies of the Company properly applicable to the payment of dividends.
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In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company for the purpose of winding-up its affairs or upon a reduction of capital the holders of our common stock shall share equally, share for share, in the assets and property of the Company.
Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
DESCRIPTION OF BUSINESS
Corporate History
We were incorporated on March 13, 2014 under the
Business Corporations Act
(British Columbia) (the "BCBCA") as "0996445 B.C. Ltd." On May 23, 2014, we changed our name to "Helius Medical Technologies, Inc." On June 2, 2014, we completed a continuation from being a corporation governed by BCBCA to a corporation governed by the Wyoming Business Corporation Act by way of a plan of arrangement.
Our head office is located at 12 Penns Trail, Newtown, PA  18940. Our registered office and registered agent is located at CT Corporation System, 1712 Pioneer Ave., Ste. 120, Cheyenne, Wyoming  82001.
We have two wholly-owned subsidiaries: 0995162 B.C. Ltd., which is incorporated in the Province of British Columbia, and NeuroHabilitation Corporation ("NHC"), which is incorporated in the State of Delaware.  On June 13, 2014, pursuant to the Transaction, HMT Mergersub, Inc., our wholly-owned subsidiary, merged with and into NHC under the Delaware General Corporation Law with NHC as the surviving corporation.
Acquisition of NHC and Concurrent Financing
On June 13, 2014, we acquired a 100% interest in NHC (the "Transaction") pursuant to an agreement and plan of merger among us, HMT Mergersub, Inc., our wholly-owned subsidiary, and NHC dated June 6, 2014.  Pursuant to the terms of the Transaction, HMT Mergersub, Inc. and NHC merged under the Delaware General Corporation Law with NHC as the surviving corporation and all of the common shares in the capital of NHC were cancelled. In consideration for the cancellation of the outstanding common shares of NHC each shareholder of NHC received that number of shares of our common stock determined by multiplying the number of NHC common shares held by such shareholder by 16.0350261.  Pursuant to the Transaction, we issued an aggregate of 35,300,083 shares of our common stock to the former shareholders of NHC and as a result of the Transaction NHC became our wholly-owned subsidiary.  The Transaction constituted a reverse take-over of us by NHC.  Prior to the acquisition of NHC we had no active business.
In connection with the Transaction, we completed a non-brokered private placement financing of CDN$7.62 million (the "Concurrent Financing") by issuing 15.24 million subscription receipts (the "Subscription Receipts").  Pursuant to their terms, each Subscription Receipt automatically converted into one unit of the Company (a "Concurrent Financing Unit") upon satisfaction of certain escrow release conditions, including the completion of the Transaction.  Each Concurrent Financing Unit consisted of
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one share of our common stock (a "Concurrent Financing Share") and one-half of one share purchase warrant (each whole warrant being, a "Concurrent Financing Warrant") exercisable at CDN$1.00 per share for a period of two years.  In connection with the Concurrent Financing, we paid aggregate finders' fees of $412,200 and issued 824,000 warrants (the "Finder Warrants"). Each Finder Warrant is exercisable at CDN$1.00 per share for a period of two years.
General Development of the Business of NHC
NHC is a Delaware company, incorporated on January 22, 2013, which is involved in the medical device industry. In January 2013, NHC entered into an exclusive right agreement whereby Advanced Neuro-Rehabilitation LLC ("ANR") granted NHC exclusive worldwide rights to ANR's patents, trade secrets and knowhow, including a patent pending technology that will enable the first non-invasive means for delivering neurostimulation through the oral cavity (the "PoNS
TM
") in exchange for 50% equity in NHC and a 4% royalty of NHC's revenue collected from (1) the sale of products covered by any claim of the patent rights (the "Devices") to end users and (2) services related to the therapy or use of the Devices in therapy services.
On February 1, 2013, NHC, as cooperator, signed a collaborative research and development agreement (the "CRADA") with Advanced NeuroRehabilitation, LLC, as the background patent owner, Yuri Danilov, Mitchell Tyler and Kurt Kaczmarek, as the inventors, and the U.S. Army Medical Material Agency and the U.S. Army Medical Material Development Activity. Pursuant to the CRADA agreement, the U.S. Armed Forces is called to fund, manage and provide regulatory oversight associated with the clinical effort necessary to secure the U.S. Food and Drug Administration (the "FDA") clearance and approval. NHC is currently in the process of seeking de-novo 510(k) clearance from the FDA for the treatment of balance and disorders related to traumatic brain injury ("TBI"). Once the safety and efficacy of the technology is established, NHC intends to commercialize the technology.
Following completion of research, product strategy and concept generation, we intend to complete the concept development and design development phases.
Business of the Company
The brain's ability to recognize its operation in response to new information sources, new functional needs, or new communication pathways is referred to as Neuroplasticity. Neuroplasticity is a process underlying all cerebral learning, training, and rehabilitation. Neuromodulation is the use of external tactile stimulation to intentionally change and regulate the internal electrochemical environment of the brain.
Traditional rehabilitation interventions have typically involved medication and various forms of therapies, including physical therapy. In a non-controlled clinical setting, the PoNS
TM
device, when combined with physical or cognitive therapy designed to overcome the identified symptoms, has been shown to significantly improve and sustain functional rehabilitation to address brain dysfunction from traumatic, degenerative, developmental, chemical, or unknown origins. The device, in conjunction with physical or cognitive therapy, has shown anecdotal positive results in a great majority of patients.
(a) Business Objectives
Our management team's goal is to make us the first company with a patented, FDA approved, non-invasive device and therapy for the treatment of balance and disorders related to traumatic brain injury.
The principal business carried on and intended to be carried on by us is to complete the device design and manufacturing phase of PoNS
TM
, a patent pending technology that we believe will enable the first non-invasive means for delivering neurostimulation through the oral cavity.
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Over the next 12-month period, we intend to:
i.     complete the pilot efficacy trial;
ii.     complete pilot trial in Multiple Sclerosis
iii.     complete the device design and manufacturing phase;
iv.     continue development of our intellectual property;
v.     drive the completion of international registration; and
vi.     create a physical therapy support network.
(b) Significant Events or Milestones
The principal milestones that must be met for us to accomplish our stated business objectives, described above, are in Canadian Dollars as follows:
Milestone
Target Date
Estimated Cost
Completion of pilot efficacy trial in TBI
Months 1 - 12
$242,000
Pilot trial in Multiple Sclerosis
Months 1 - 12
$538,000
To complete Phase 3 and 4 of the design and production process as described below
Months 1 - 12
$3,750,000
To create technology development framework with partner Intellectual Property firm to create Intellectual Property on an ongoing basis
Months 1 - 12
$495,000
To develop international regulatory submission package and drive submission to Health Canada parallel to the US submission
Months 1-12
$247,000
To develop partnership with national suppliers in the physical therapy support network
Months 1-12
$150,000
To develop certification plan for Physical Therapy Centers
Months 1 -12
$172,000
TOTAL
$5,594,000
(c) Total Funds Available (in Canadian Dollars)
As at May 31, 2014, the Company and NHC had combined working capital of approximately $(338,963).  On June 13, 2014, upon conversion of the Subscription Receipts pursuant to the Concurrent Financing we received net proceeds of $7,207,800. The estimated costs of the Transaction are approximately $300,000. As such, our total available funds are approximately $6,568,837.
We intend to fund ongoing activities by utilizing current cash and cash equivalents and by raising additional capital though equity or debt financings. There can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to us. If
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we are unable to raise sufficient additional capital, we may be compelled to reduce the scope of our operations and planned capital expenditure or sell certain assets, including intellectual property assets.
(d) Purpose of Funds (in Canadian Dollars)
Use of Proceeds
Funds to be Expended
Completion of pilot efficacy trial in TBI
$242,000
Pilot trial in Multiple Sclerosis
$538,000
Design and manufacturing development
$3,750,000
Intellectual property development
$495,000
Completion of international registration
$247,000
Market shaping activities
$322,000
G&A expenses
$870,000
Unallocated working capital
$104,837
Total
$6,568,837
(e) Principal Products or Services
Device Description
Physical Construction and User Interface
The portable neuromodulation stimulator (PoNS(TM)) version 2.2 device is an electrical pulse generator that delivers controlled electrical stimulation to the tongue. Pulses are generated and controlled by commercially available counter, timer, and wave-shaping electronic components. The components are mounted to a single printed circuit board (Figure 1 and Figure 2). The circuit board contains 143 gold-plated electrodes that contact the tongue. A rechargeable lithium- polymer battery with built-in charge safety circuitry provides power.
Figure 1: Top of the PoNS Neuro-stimulator board
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Figure 2: Bottom of the PoNS(TM) Neuro-stimulator board
Figure 3: Photographs of the PoNS(TM) Neuromodulation Stimulator Being Investigated in Conjunction with Physical Therapy for the Treatment of Balance and Gait Disorders.
The device is held lightly in place by the lips and teeth around the neck of the tab that goes into the mouth and rests on the anterior, superior part of the tongue. The paddle-shaped tab of the device has a hexagonally patterned array of 143 gold-plated circular electrodes (1.50 mm diameter, on 2.34 mm centers) that is created by a photolithographic process used to make printed circuit boards. It uses low-level electrical current to stimulate the lingual branch projections of at least two cranial nerves in the anterior tongue through the gold-plated electrodes. Device function is user-controlled by four buttons: On, Off, Intensity 'Up', and Intensity 'Down'.
While the voltage and pulse timing to each electrode are programmed into the device and cannot be altered, the subject adjusts the stimulus intensity with a pair of buttons. At any instant in time, one of the electrodes in each of the nine sectors on the array is delivering stimulation while the remaining electrodes serve as the current return path to ground. The sensation produced by the array is similar to the feeling of drinking a carbonated beverage. The biphasic waveform is specifically designed to ensure zero net DC current to minimize the potential for tissue irritation.
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When the PoNS(TM) device is turned off, the intensity setting automatically resets to zero. Upon first introduction to the device stimulation, subjects are instructed to press the "Up" intensity button (approximately 35-45 times, or press and hold it for approximately 4-5 seconds) to reach sensation threshold. Subjects will frequently notice that the sensation intensity decreases 2-4 minutes after stimulation onset. This sensation is normal and attributable to sensory adaptation. Subjects are instructed to simply increase the sensation level to return to the predetermined perceptual midpoint of their individual perceptual dynamic range. This procedure can be considered comparable to titrating a drug dosage according to a desired blood level so that the percept (and to a first approximation the neurophysiological impact) is held invariant.
The PoNS(TM) device was designed and developed in the Tactile Communication and Neurorehabilitation Laboratory (TCNL), Department of Biomedical Engineering, University of Wisconsin-Madison in Madison, Wisconsin. The printed circuit board and electrodes are fabricated by Advanced Circuits (based in Aurora, Colorado), surface-mounted integrated circuit components are assembled by a commercial electronics assembler, and packaging is performed by Simplex Electronics (based in Middleton, Wisconsin). Final inspection, verification, and epoxy encapsulation are performed at the TCNL by the investigators or designees.
Part of the Body or Type of Tissue to Which Applied or with Which the Device Is Interacting
The PoNS(TM) device is placed in the mouth and held lightly in place by the lips and teeth around the neck of the tab that goes into the mouth and rests on the anterior, superior part of the tongue. The hexagonally patterned array of 143 gold-plated circular electrodes uses low-level electrical current to stimulate the lingual projections of two cranial nerves in the anterior tongue.
Frequency of Use
To date, the intervention model that has been investigated most thoroughly is an intensive twice-daily treatment with a physical therapist for 2 weeks, followed by a period of 12 weeks of at-home twice-daily use with weekly reporting and monthly follow-up visits to the University of Wisconsin-Madison research team. A typical 12-week program is shown in Table 1.  During the 2-week in-lab program, subjects are also expected to train on weekends and to perform the second breathing awareness training in the evening approximately 1-2 hours before bed.  Each session with the device lasts 20 minutes.
Table 1: Typical Study Event Timeline for Cranial Nerve Noninvasive Neuromodulation Treatment Conducted to Date Using the PoNS(TM) Device
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Visit / Follow Up Interval
Treatment  Day/
period
Day (-7) to
Day 0
First
Day
Treatment
2x/Day for
2 Weeks
Last PM of 2-Week Treatment
1 Day in-lab after 4, 8 & 12
Weeks at
Home
Screening
X
Informed
Consent, discussion
X
Demographics, History & Physical
X
Baseline Testing
X
Treatment
X
X
Post Testing
X
X
Adverse events recording
X
X
X
Proposed Inprovements to PoNS
TM
The registrational clinical trials for FDA approval is anticipated to be performed with the PoNS(TM) 4.0 device.  While it is expected to deliver the exact same stimulation to the patient it is expected to be considerably improved ergonomically and more feature laden than the existing PoNS(TM) 2.2 device.  Table 2 lists the similarities and differences between the current PoNS(TM) device (version 2.2) and the planned, commercially marketed version of PoNS(TM) (version 4.0). Version 2.2 is hand-built in low quantities and is not produced in strict compliance with good manufacturing practices (GMPs). Version 4.0 is anticipated to be produced in accordance with the GMPs and is expected to have some additional features that the current version does not have.
Table 2: Characteristics of the Current Investigational Version of the PoNS(TM) Device (Version 2.2) and the Proposed Future Marketed Version (Version 4.0)
PoNS(TM) Version 2.2 (current version)
PoNS(TM) Version 4.0 (future marketed version)
Similarities
Waveform, modulation, voltage, currenta
Triplets of 0.4 - 60 µs wide pulses at 5 ms intervals (ie, 200 Hz) every 20 ms (50 Hz), with operational limits of 19V (max) on the tongue (a nominal 5-7 k- ohm load)
Triplets of 0.4 - 60 µs wide pulses at 5 ms intervals (ie, 200 Hz) every 20 ms (50 Hz), with operational limits of 19V (max) on the tongue (a nominal 5-7 k- ohm load)
Differences
Mouthpiece
Fixed, service life unspecified
Changeable (proposed), service life fixed
Interface
None
Therapeutic information, treatments, reminders, compliance
Data logging
None
Yes
Data communications
None
Yes (I/O to be determined)
Electronics
Discrete, integrated circuit timers
Commercially available embedded Microcontroller
Housing
Low volume machined
Custom molded
In both versions of the device the nature of the electrical stimulus is identical.
The proposed additional functionality of data logging and data communications for the PoNS(TM) version 4.0 device addresses two primary stakeholder needs:
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To provide the patient with useful/informative information about their therapy, such as a reminder to conduct therapy, time remaining during therapy, and ready status of the device (e.g. charge level).
To provide the overseeing clinician with information concerning patient compliance with unsupervised (e.g. at home) therapy. This can enable adjustments to training and therapy that may help improve compliance and outcomes.
Figure 4:  Design Evolution from PoNS(TM) 2.2 to PoNS(TM) 4.0
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Safety Profile for the PoNS(TM) Device
We believe that the risks associated with the PoNS(TM) device are not significant, based on, among things, the following:
The FDA has suggested the PoNS(TM) device is to be submitted as a de-novo class II device (i.e. non-significant risk device)
Four separate Internal Review Boards (IRBs) from leading universities have deemed the PoNS(TM) device as a device with "non-significant risk" and thus cleared clinical protocol without having received FDA approval.
An estimated 1,500 patients have been treated worldwide with no reports of adverse events over the last 7 years.
Specialized Skills and Knowledge
The Tactile Communication and Rehabilitation Laboratory in Madison, Wisconsin (https://tcnl.bme.wisc.edu) was founded by the three inventors and intellectual property holders of the PoNS(TM) device (subsequently licensed exclusively to NHC): Dr. Mitch Tyler, Dr. Yuri Danilov, and Dr. Kurt Kaczmarek.  Between them they have over 70 years of neuro-rehabilitation expertise.  They are founders, directors and scientific advisors of NHC.
Intellectual Property
The intellectual property relating to the PoNS
TM
device is the subject of U.S. Patent Application 12/348301 and Provisional Patent Application 61/019,061 (the "Patent Rights").  The Patent Rights include one XYZ claim and 22 method claims, which cover a device in the form of a mouth piece that non-invasively delivers neurostimulation to the brain stem via the trigeminal nerve.  Advanced NeuroRehabilitation, LLC ("ANR"), a significant shareholder of the Company, holds interests in the Patent Rights pursuant to an exclusive
license from the inventors.
Pursuant to an amended and restated sublicense agreement (the "Sublicense Agreement"), ANR has granted NHC a worldwide, exclusive license to make, have made, use, lease and sell devices utilizing the Patent Rights.  In addition, ANR has agreed that ownership of any improvements, enhancements or derivative works of the Patent Rights which are developed by NHC or ANR shall be owned by NHC, provided that if NHC decides not to patent such improvements, ANR may choose to pursue patent rights independently.  Pursuant to the Sublicense Agreement, NHC has agreed to pay ANR royalties equal to 4% of NHC's revenues collection from the sale of devises covered by the Patent Rights and services related to the therapy or use of devises covered by the Patent Rights in therapy services.  On June 6, 2014, NHC and ANR entered into a second amended and restated sublicense agreement (the "Second Sublicense Agreement"), which acknowledges the Agreement and Plan of Merger pursuant to which NHC will be merged with and into our wholly-owned subsidiary, HMT Mergersub, Inc. whereby NHC will be the surviving entity as a wholly-owned subsidiary of us, and includes us as well as any affiliate of NHC or us with respect to a certain termination provision and the restriction on sub-licensing.
The license of the Patent Rights are subject to the right of the Government of the United States, which funded certain research relating to the development of the PoNS
TM
device, to a nonexclusive, non-transferable, irrevocable, paid-up license to use the Patent Rights for governmental purposes.  In addition, NHC has granted a perpetual, royalty-free license to the Patent Rights back to ANR for non-profit research and development activities which do not compete with NHC's business and to produce and
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derive revenues from devices and services in connection with investigational uses of the PoNS
TM
device and related technology.
The license of the Patent Rights is also subject to the terms of the CRADA agreement.  Pursuant to the CRADA agreement, the U.S. Army Medical Research and Material Command (USAMRMC) will be the sponsor of the regulatory application for the PoNS
TM
technology until the application is cleared or approved by the FDA, at which point USAMRMC will transfer such clearance or approval to us. After transfer of the regulatory application to us, in the event that we are not willing or able to commercialize the technology within two years from the expiration of this CRADA, we are required to transfer possession, ownership and sponsorship/holdership of the regulation application, regulatory correspondence and supporting regulatory information related technology to USAMRMC and grant the U.S. Government a non-exclusive, irrevocable license to any patent, copyright, data rights, proprietary information or regulatory information for the U.S. Government to commercialize the technology.
We anticipate receiving final adjudication with respect to the Patent Rights from the United States Patent and Trademark Office by mid to late 2014.  In addition, we intend to file applications through the Patent Cooperation Treaty process to attempt to gain patent protection in all 148 treaty countries and also intend to hire an intellectual property firm to help drive our intellectual property strategy and patent portfolio.
(f) Production and Sales
Design and Manufacturing Development
NHC will subcontract the design and build of the PoNS(TM) device to Ximedica (based in Providence, Rhode Island), a contract manufacturer that was chosen after an exhaustive procurement process.  The inherent design of the product makes it an ideal product for contract manufacturing.  NHC patents, trade secrets and know-how are expected to be shared with Ximedica on a confidential, need to know basis.  The system will require some very light assembly and labeling that is expected to be done by Ximedica.  Ximedica is a registered medical device manufacturer certified to ISO 13485 and in good standing with the FDA.
Based on a monthly forecast from NHC, Ximedica will build to stock, warehouse and ship product to the customer as well has handle all customer service related tasks including, order entry, order management and product warranty responsibility.  NHC expects to retain responsibility for sales, marketing, R&D and all back office operations including customer service.  At this stage, NHC anticipates the primary delivery points will be regional military centers and national physical therapy centers.
Ximedica was selected following a thorough procurement process to find a device design and manufacturing partner.  NHC engaged Clinvue, who specialize in the design development project management, to assist with the procurement process. Clinvue was responsible for:
ethnographic research for all stakeholders (patient, physical therapists, caregivers, health professionals);
the procurement selection process for finding device design and manufacturing partner; and
generation of the product specifications document to drive device design and manufacturing.
Under the Commercial Development-to-Supply Program between Ximedica, LLC and NHC, dated October 25, 2013, Ximedica' s responsibilities will include:
designing the commercial device following their proven design development process;
developing the manufacturing process and completing the initial manufacturing of the device (their facility can produce PoNS(TM) units in quantities of tens of thousands per year); and
developing the quality control process.
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Once larger industrial quantities will be required, NHC plans to take over the manufacturing and quality control process.
Components
The existing PoNS(TM) 2.2 device is not a commercial product, but it delivers the therapy effectively.
The design and manufacturing development process has estimate at this stage of its development that NHC will be able to produce the PoNS(TM) device at a cost of $150 per device controller in quantities in the tens of thousands and at under $100 for quantities in the hundreds of thousands.  The electronic array that delivers the tongue stimulation is estimated to be designed and manufactured for $25 per unit.
U.S. Armed Forces
Pursuant to the terms of the collaborative research and development agreement (the "CRADA") between NHC, as the cooperator, ANR, as the background patent owner, Yuri Danilov, Mitchell Tyler and Kurt Kaczmarek, as the inventors, and the U.S. Army Medical Material Agency ("USAMMA") and the U.S. Army Medical Material Development Activity ("USAMMDA"), the parties agreed to the following responsibilities with respect to the development of the PoNS
TM
device.
U.S. Armed Forces Responsibilities:
Serve as the regulatory sponsor of the PoNS
TM
device
for all formal and informal interactions with the FDA necessary to gain FDA clearance/approval, to include the initial 513 (g) submission.
Supply the facilities and personnel to execute and/or oversee the execution of clinical studies of the device for FDA clearance/approval in support of an intended use of the PoNS(TM) device for the treatment of soldiers suffering from balance and gait disorders, by providing the following services:
clinical trial monitoring,
full biostatical support,
data management oversight,
product technical oversight,
safety pharmacovigilance and reporting to FDA,
device qualification/validation, and
testing plan for release of devices.
Conduct assessments of the manufacturing facility and assist/advise facility in meeting FDA manufacturing requirements.
Aid in designing the clinical protocols to study the PoNS(TM) device as an adjunct to specialized physical therapy in patients with balance and gait disorders.
Provide advice and expertise on all Army administrative protocols and approvals to execute the studies with military personnel, reservists, and/or veterans.
Prepare and submit the necessary regulatory filings for FDA to secure regulatory clearance or approval, after which such clearance/approval will be transferred to NHC.
Ensure NHC receives copies of all formal and informal communications with FDA related to the PoNS(TM) device.
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NHC Responsibilities:
Complete the commercial design, including ergonomics (e.g. user controls, comfort), and design for improved manufacturability, reliability, and field support and regulatory testing to comply with the FDA regulations for such devices.
Work collaboratively with the Army personnel to supply all the technical specifications, documentation and any other information required to address FDA requests on the pathway to obtaining FDA clearance/approval of the PoNS(TM) device.
Finalize the commercial design of the PoNS(TM) device so that the devices would be commercially available to the Army should the results of the study be positive.
Identify and engage a commercial manufacturer post-FDA clearance of the device to produce the device for purchase by the U.S. Army.
The US armed forces were interested in signing the CRADA because of the very high incidence of Traumatic Brain Injury (TBI) in soldiers and the fact that there is virtually no treatment available for those soldiers who suffer from chronic sequelae from their TBI.  Incidence of TBI in the U.S. armed forces numbers 30,000 per year in the active duty personnel and over 600,000 retired soldiers have a diagnosis of TBI in the Veteran's Administration (the "VA").
The U.S. Army has indicated that it is committed to supplying PoNS(TM) devices to the personnel who need it post FDA approval. NHC estimates that between the active duty soldiers and the VA retired soldiers that the army will purchase 23,000 units in the first 18 months of sales.
Once the U.S. Army helps NHC get its first indication for balance and disorder in TBI they have committed to pursue four other indications that are most burdensome in terms of cost in the active duty and VA personnel:
Tinnitus;
Post-Traumatic Stress Disorder;
Sleep regulation; and
Pain (headache) relief.
On April 26, 2014, NHC, as cooperator, entered into Notice of Modification No. 1 of Cooperative Research and Development Agreement (the "Amended CRADA") with ANR, as the background patent owner, Yuri Danilov, Mitchell Tyler and Kurt Kaczmarek, as the inventors, and the USAMMA and the USAMMDA, whereby NHC will no longer provide expertise and training in the design of clinical study protocols or for U.S. Army and/or Veterans Affairs personnel in the physical therapy interventions required for clinical studies.  In addition, pursuant to the Amended CRADA, ANR will share all data with USAMMA and NHC will provide all data supporting clinical claims for regulatory approval.  Furthermore, USAMMDA agreed to provide regulatory support as agreed upon for unregulated studies and the associated budgets and funding reimbursement will be reviewed and agreed upon between USAMMA and USAMMDA.
Market
Market Overview
North America is expected to dominate the overall market throughout the forecast period. The presence of high healthcare expenditures and patient awareness levels in developed countries, such as the U.S., is one of the factors accounting for its high market share. Furthermore, the presence of sophisticated healthcare
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infrastructure and industry friendly organizations such as the North American Neuromodulation Society and the American Tinnitus Association will propel the future growth of this market. The North America neurostimulation devices market was valued at USD 1,959.0 million in 2012.
1
Europe followed North America in terms of market share in 2012 at over 17.0%.
1
1. "Global Neurostimulation Devices Market to Reach USD 8,791.8 Million by 2020 - Industry Trends, Market Size, Segments, Industry Applications, Market Size, Analysis and Forecast", PR Web, available from http://www.prweb.com/releases/Neurostimulation/Devices-Market/prweb11531091.htm
Some of the drivers of the European market include the relatively easy and faster CE device approval process, presence of a large base of population over 60 years in Western European countries and rapid economic development witnessed in Eastern European countries such as Poland and Russia. However, Asia Pacific is identified as the fastest growing region of the neurostimulation devices market.
The large presence of unmet medical needs in countries such as India and China and the constantly improving healthcare infrastructure and patient awareness levels in these countries accounted for its lucrative growth. The Asia Pacific neuromodulation market is expected to grow at a compound annual growth rate ("CAGR") of 17.6% from 2013 to 2020.
2
2. Supra note 1.
(g) Competitive Conditions and Position
We have performed a Strengths, Weaknesses, Opportunities and Threats (SWOT) analysis demonstrating our competitive position.
Strengths
Understanding and expertise in Neuro-Stimulation
US Department of Defense sponsorship through CRADA
Healthcare marketing expertise
PoNS
TM
competitive position in neurostimulation market
High Consumer market development expertise
Weaknesses
US only patent submission presently
Consumer device development not completed
No corporate equity in marketplace as NHC
Small staff infrastructure
Process and systems need to be fully developed
Opportunities
Market growth forecasted to be 14% CAGR through 2020
3
IP development in U.S. and internationally through technological advancement and peripheral device development
PoNS
TM
deployment to create positive synergy with Physical Therapy market potential increase
Drive consumer demand for new safe technology for neurological disorders
Obtain regulatory approvals internationally (Canada, EU, Japan, Latin America)
Large unmet need in neuro-rehabilitation disorders (including tinnitus, stroke and Alzheimer's disease)
Threats
Medical inertia on neurostimulation
Powerful medical device companies potentially disrupted by our technology
3. Supra note 1.
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The following is a description of certain of our main competitors:
Table 3:  Competitive Analysis
NHC
NeuroSigma
Cyberonics and Others
Cefaly
Annual Sales
None
None
$243M
Just approved
FDA
Type of Device
Non Invasive
Non Invasive and Minimally Invasive
Invasive: Implantable
Forehead Cutaneous stim.
Approved Indications
None
None
Drug Resistant Epilepsy
Migraine Headache
Units Sold
None
None
65,000
--
Anticipated Indications
TBI, MS, Parkinson and Stroke
Drug resistant Epilepsy, Post Traumatic Stress Disorder, Obesity, Cachexia
Targeted Nerve
Trigeminal
(lower part and facial)
Trigeminal
(upper part)
Vagus
Trigeminal
(upper part)
Product Name
PoNS(TM)
Monarch
?
Cefaly
Product Classification
TBD
TBD
Class III
Class II
FDA Cleared
No
No
Yes
Yes
Product Classification
Class II
TBD
Class III
Class II
Cyberonics
Cyberonics, Inc., (NASDAQ: CYBX) is a medical technology company with core expertise in neuromodulation. The company developed and markets the Vagus Nerve Stimulation (VNS) Therapy system, which is FDA-approved for the treatment of refractory epilepsy and treatment-resistant depression. The VNS Therapy system uses a surgically implanted medical device that delivers pulsed electrical signals to the vagus nerve. Cyberonics markets the VNS Therapy system in selected markets worldwide.
Cyberonics is based in Houston, Texas with annual sales of $243 million.  The Cyberonics device is surgically placed directly on the vagus nerve in the carotid artery.  The procedure is invasive, but has shown to be effective in a wide range of patients, which supports the premise that neuro stimulation is safe and effective.
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NeuroSigma, Inc
NeuroSigma, Inc., a California-based medical device company, recently announced the publication of a positive Phase II clinical study for the use of external Trigeminal Nerve Stimulation (eTNS(TM)) for the treatment of drug-resistant epilepsy as well as depression, PTSD, ADHD and other disorders.  The NeuroSigma's device has two components, external electrical patches that are placed on the forehead and a pulse generator.  NeuroSigma is also working on a subcutaneous approach.  If a patient responds positively to the externally placed patch approach, NeuroSigma is proposing that the patient could move to a minimally invasive approach.  The external system is currently being marketed in the European Union for Drug resistant epilepsy (DRE), which is a serious medical disorder and affects approximately 30% of the estimated 50 million people with epilepsy worldwide.  NeuroSigma has completed its Pre-Investigational Device Exemption (Pre-IDE) meeting with the FDA and is preparing to submit its IDE application.  In September 2012, NeuroSigma received CE Mark approval for the adjunctive treatment of epilepsy and major depressive disorder, for adults and children 9 years and older. NHC is encouraged by NeuroSigma's work in that it further validates the safety and efficacy of non-invasive neuromodulation therapy in one of the more complex disease states.
Cefaly
Cefaly is a Belgian company that has released a cutaneous neuro stimulator.  The stimulator received FDA approval in the U.S. and it has a CE approval in the E.U.
Neurostimulation of the trigeminal nerve with Cefaly produces a sedative effect. Regular repetition of this sedative effect helps reduce the number of attacks of migraine.
Though using electrical stimulation of the brain as a means of treating migraines provides an alternative to over-the-counter medication.  Cefaly, a battery-operated headband, has now been approved by the FDA (US Food and Drug Administration) and is claimed to not only treat migraines, but possibly prevent them altogether.
For treatment during a migraine, Cefaly uses high-frequency neurostimulation, which limits the pain signals from the nerve center. For preventative use, intended for regular sufferers, Cefaly uses low-frequency stimulation to change the migraine's trigger threshold, making it harder to reach and the headaches less painful, or causing them to disappear entirely.
According to the company, users can expect to feel a light sensation when wearing the headband, though it says the dose of electromagnetic waves is weaker than you receive when watching television.
For preventative use, Cefaly is intended to be worn for 20-minute sessions. Pressing a button will begin the session, with the intensity and tingling gradually increasing as time progresses. The idea is to build up a tolerance to the sensation and, in effect, the migraine threshold in your brain, though if the sensations do become too much, pressing the button again will reduce the intensity.
Competitive Advantages of NHC
The combined independent clinical research and product development work by NHC, Cyberonics and NeuroSigma is significant in the field of neuromodulation and is foundational as neuromodulation becomes an accepted means of neurological therapy.  As mentioned previously, NHC is targeting the trigeminal and facial nerves versus the vagus nerve and rather than stimulating the trigeminal nerve on the forehead (upper branch), the NHC device stimulates the trigeminal nerve in the tongue (lower branch), which is key for the following reasons:
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1)     The trigeminal and facial nerves are the largest cranial nerves, offering a high-bandwidth pathway for signals to enter the brain.
2)     The trigeminal nerve projects to specific areas of the brain, such as the brainstem (trigeminal and solitary nuclei) and cerebellum, basal ganglia, thalamus and the cerebral cortex.
3)     The tongue is the anatomically unique, highly sensitive and receptors-reach skin surface in the human body directly linked to the brain by at least two cranial nerves.
4)     Unlike Cyberonics the NHC device delivers bilateral therapy.
5)     The PoNS(TM) device delivers effective and powerful neuro modulation non-invasively.
These five factors make NCH's device and approach unique and represent the driving factors behind the PoNS(TM) device competitive advantage for non-invasive neuromodulation therapy.
NHC's Market
NHC has established its selling price at $2,500 for the PoNS
TM
device which will include the controller and electronic tongue array and lanyard, belt clip and arm band.  The cost of producing the device as packaged is estimated $150/unit.  The replaceable electrode array is expected to sell for $100 cost of producing is anticipated to be $25.
Pricing sensitivity research has not been completed but we anticipate this price reflects the premium to be paid for the first non-invasive therapy for neurological disorders.
NHC plans to submit an application to the U.S. Department of Health and Human Services for an ICD 10 reimbursement code so that the device is covered under Medicare and Medicaid. NHC also plans to seek coverage from private insurance plans.
The PoNS(TM) 4.0 device is expected to have a design feature that stops delivering therapy every 14 weeks.  This is expected to force patients to return to their physician or PTC for assessment of their progress and reestablishment of challenging physical therapy to achieve higher goals.  At this time the device is expected to be inspected visually by the physical therapist, reset for another 14 weeks of treatment and the tongue array is expected to be replaced by a new one to ensure no degradation of the electrodes occurs.  This business model feature is expected to ensure proper support for patients in the early phase of their therapy.
The key to the business success of NHC is to set up a national framework of PoNS(TM) accredited Physical Therapy Centers ("
PTC
").  We plan to seek partnership with one or more national PTC companies (there are three national companies). This partnership is expected to include an agreement where all PTCs become accredited PoNS(TM) therapy centers. This accreditation is expected to come from NHC.  There is expected to be strong financial incentive for the PTC companies to partner because PoNS(TM) training offers substantial opportunity for growth for the PTCs.  We anticipate that PTCs will be able to use existing reimbursement codes for the physical therapy portion of the therapy.  NHC plans to apply for reimbursement codes for the PoNS(TM) device.
We expect physicians will be informed to prescribe both the PoNS(TM) and the "local" accredited PTC for their patients to receive the PoNS(TM) device and their training. A PoNS(TM) website and smart phone application is expected to help physicians select the appropriate PTC convenient for the patient.
Upon discharge from the PTC, patients are expected to be monitored in their home therapy from a PTC phone center (set up by NHC through select PTCs) who plan to help the patients be compliant and ensure the therapy is performed appropriately.  At the end of the 14 weeks of therapy we expect patients to be
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directed back to their physician for assessment and then return to the Accredited PTC for replacement of the tongue array.
Deployment
The U.S. Armed Forces is expected to be deploying the device through their rehabilitation centers under orders from the central medical command.  All personnel are expected to be certified PoNS(TM) trainers supported by live, paper and video based training materials developed through this project by the U.S. Armed Forces.
NHC has approached the Canadian Armed Forces to discuss their support of a similar program in Canada and discussions are ongoing.  We also intend to pursue other military organizations in relevant countries based on need and size of potential deployment.
NHC expects to be able to leverage the equity of the deployment of the device in the U.S. Armed Forces in its marketing of the PoNS(TM) device to the civilian population.
PoNS(TM) in Civilian Population
NHC plans to concentrate its efforts in the U.S. and Canadian marketplaces as first launch markets.  It is unclear as of yet which of these two markets will launch first primarily due to the relative speed of the regulatory process.  NHC then intends to commercialize the PoNS(TM) device in Europe and Japan as second phase countries (2017) and Brazil, Russia, India and China as Phase III countries (2018).
Going Concern
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.
However, subsequent to our period from inception (March 13, 2014) to March 31, 2014,
we completed a non-brokered private placement financing of CDN$7.62 million, which funds have been released from escrow and we believe such funds are sufficient to
maintain our operations for at least the next 12 months.
Employees
As of the closing of the Transaction, we now have a total of 1 employee who is full-time and NHC, our wholly owned subsidiary, has 1 employee who is full-time. None of our employees are subject to a collective bargaining agreement. We experienced no work stoppages and believe that we have good relations with our employees.
Subsidiaries
We have two wholly-owned subsidiaries: 0995162 B.C. Ltd., which is incorporated in the Province of British Columbia, and NeuroHabilitation Corporation ("NHC"), which is incorporated in the State of Delaware.
Patents
The PoNS
TM
device intellectual property is the subject of U.S. Patent Application 12/348301 of which was initially filed on April 1, 2009 by the inventors, Kurt Kaczmarek, Yuri Danilov and Mitchell Tyler, and Provisional Patent Application 61/019,061 which was initially filed on January 4, 2008.  NHC's applications includes one XYZ claim and 22 method claims, which covers a device in the form of a mouth piece that non-invasively delivers neurostimulation to the brain stem via the trigeminal nerve.  We expect final adjudication of the patents in the fall of 2014.
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LEGAL PROCEEDINGS
We are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this registration statement, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings pending or that have been threatened against us or our properties.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT
'
S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Shares of our common stock were listed on the Canadian Securities Exchange ("CSE") on June 23, 2014 under the symbol "HSM".  The market for our common stock is very recent, and therefore, limited, volatile and sporadic. The following table sets forth the high and low prices relating to our common stock for the periods indicated, as provided by the CSE. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.
Quarter Ended
High
Low
June 30, 2014
CDN$2.38
CDN$1.00
On July 10, 2014, the low bid price of our common stock was CDN$2.30 per share, the high ask price of our common stock was CDN$2.35 per share, and the closing price was CDN$2.33 per share. We do not have any securities that are currently traded on any other exchange or quotation system.
Holders
As of July 10, 2014, we had approximately 180 shareholders of record.
Options
As of July 10, 2014, we have 3,770,000 stock options outstanding which are exercisable into 3,770,000 shares of our common stock.
Warrants
As of July 10, 2014, we have 8,444,400 common share purchase warrants outstanding which are exercisable into 8,444,400 shares of common stock.
Dividend Policy
We have not paid any cash dividends on our common shares since our inception and do not anticipate paying any cash dividends in the foreseeable future. We plan to retain our earnings, if any, to provide funds for the expansion of our business.
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Securities Authorized For Issuance Under Compensation Plans
The following table shows our equity securities that are authorized for issuance pursuant to equity compensation plans for our most recently completed fiscal year ended March 31, 2014.:
Equity Compensation Plan Information
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
(a)
Equity compensation plans approved by security holders
N/A
$
N/A
N/A
(b)
Equity compensation plans not approved by security holders
N/A
$
N/A
N/A
June 2014 Stock Incentive Plan
On June 18, 2014, our Board of Directors authorized and approved the adoption of the 2014 Stock Incentive Plan (the "2014 Plan") effective June 18, 2014, under which an aggregate of 12,108,016 of our shares may be issued.  The purpose of the 2014 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.  Pursuant to the terms of the 2014 Plan, we are authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units and deferred stock units.
The 2014 Plan is to be administered by our Board of Directors or a committee appointed by and consisting of two or more members of the Board of Directors, which shall determine, among other things, (i) the persons to be granted awards under the 2014 Plan; (ii) the number of shares or amount of other awards to be granted; and (iii) the terms and conditions of the awards granted.  An aggregate of 12,108,016 of our shares may be issued pursuant to the grant of awards under the 2014 Plan.
An award may not be exercised after the termination date of the award and may be exercised following the termination of an Eligible Participant's continuous service only to the extent provided by the administrator under the 2014 Plan. If the administrator under the 2014 Plan permits an Eligible Participant to exercise an award following the termination of continuous service for a specified period, the award terminates to the extent not exercised on the last day of the specified period or the last day of the original term of the award, whichever occurs first.  In the event an Eligible Participant's service has been terminated for "cause," he or she shall immediately forfeit all rights to any of the awards outstanding.
The foregoing summary of the 2014 Plan is not complete and is qualified in its entirety by reference to the 2014 Plan, a copy of which is filed herewith as Exhibit 4.1.
As of June 18, 2014, we granted an aggregate of 3,770,000 stock options under the 2014 Plan.
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FINANCIAL STATEMENTS
This prospectus includes (i) our audited financial statements for the period from inception (March 13, 2014) to March 31, 2014, (ii) the audited financial statements of NHC for the year ended March 31, 2014, for the period from January 22, 2013 (inception) to March 31, 2013 and for the period from January 22, 2013 (inception) to March 31, 2014, and (iii) the unaudited pro-forma financial information for the year ended March 31, 2014.  These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars.
MANAGEMENT
'
S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We effected the acquisition of NHC pursuant to an agreement and plan of merger whereby HMT Mergersub, Inc., our wholly-owned subsidiary, was merged with and into NHC and all of the common shares in the capital of NHC were cancelled in consideration for the issuance of an aggregate of 35,300,083 shares of our common stock to the NHC shareholders.  The Transaction was effective on June 13, 2014, pursuant to which the identity and separate corporate existence of HMT Mergersub, Inc. ceased and NHC became the surviving corporation in the merger and our wholly-owned subsidiary.
The closing of the acquisition of NHC represented a change in control of our Company. For accounting purposes, this change of control constitutes a re-capitalization of the Company, and the acquisition has been accounted for as a reverse merger whereby we, as the legal acquirer, are treated as the acquired entity, and NHC, as the legal subsidiary, is treated as the acquiring company with the continuing obligations.
Prior to the acquisition of NHC we had no active business or operations.  Therefore, the following discussion will only focus on NHC.
The following discussion of NHC's financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with (i) the audited financial statements of NHC for the year ended March 31, 2014 and for the period from January 22, 2013 (inception) to March 31, 2013 and the period from January 22, 2013 (inception) to March 31, 2014, (ii) the unaudited pro-forma financial information for the year ended March 31, 2014, and (iii) the section entitled "Business", included in this prospectus. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this prospectus.
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Results of Operations
Fiscal Year Ended March 31, 2014 Compared to the Period From Inception to March 31, 2013
Revenues
During the fiscal year ended March 31, 2014 and the period from inception to March 31, 2013, NHC did not generate any revenues.
Operating Expenses
Operating expenses incurred during the fiscal year ended March 31, 2014 were $1,067,284 as compared to $8,517,850 during the period from inception to March 31, 2013.  Significant changes and expenditures are outlined as follows:
Consulting fees were $807,385 for the fiscal year ended March 31, 2014 and $2,800 for the period from inception to March 31, 2013.  The increase of $804,585 was mainly due to the expense in 2014 associated with the granting of options to consultants for providing services in design and manufacturing and strategic growth plan, which were subsequently exercised.
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Interest expenses were $1,344 for the fiscal year ended March 31, 2014 as compared to Nil for the period from inception to March 31, 2013.
Legal fees were $33,966 for the fiscal year ended March 31, 2014 as compared to $14,192 for the period from inception to March 31, 2013.  The increase of $19,774 was mainly due to legal fees associated with patent applications and general corporate matters.
Meals and entertainment expenses were $833 for the fiscal year ended March 31, 2014 as compared to Nil for the period from inception to March 31, 2013.
Office expenses were $6,793 for the fiscal year ended March 31, 2014 as compared to $482 for the period from inception to March 31, 2013.  The increase of $6,311 was mainly due to the increased number of activities of the operation and engagement of a part-time office assistant.
Research and development expenses were $171,781 for the fiscal year ended March 31, 2014 as compared to $4,250,000 for the period from inception to March 31, 2014.
Compensation expenses for shares issued for services was Nil for the fiscal year ended March 31, 2014 as compared to $4,250,000 for the period from inception to March 31, 2013.  The decrease of $4,250,000 was a result of not issuing any shares for as compensation for services rendered during the fiscal year ended March 31, 2014.
Travel expenses were $22,027 for the fiscal year ended March 31, 2014 as compared to $376 for the period from inception to March 31, 2013.  The increase of $21,651 was mainly due to the required traveling of the CEO as NHC was actively seeking for external financing and interviewing external parties in preparation of the research and development activities.
Wages and salaries expenses were $23,155 for the fiscal year ended March 31, 2014 as compared to Nil for the period from inception to March 31, 2013.  The increase of $23,155 was due to the new employment contract with the CEO.
Net Loss
The net loss was $1,067,284 for the fiscal year ended March 31, 2014 and $8,517,850 for the period from inception to March 31, 2013.  The decrease in net loss of $7,450,566 resulted primarily from a decrease in research and development expenses and compensation expenses for shares issued for services, which was offset somewhat by an increase in consulting fees, legal fees, travel expenses and wages and salaries.
Liquidity and Capital Resources
NHC's financial statements have been prepared assuming that it will continue as a going concern and, accordingly, does not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
The following table sets out NHC's cash and working capital as of March 31, 2014 and March 31, 2013:
As of March 31, 2014
(audited)
As of March 31, 2013
(audited)
Cash and cash equivalents
$15,968
$217
Working capital (deficit)
($267,977)
($7,850)
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As at March 31, 2014, NHC's current assets were $315,968 and current liabilities were $583,945 resulting in a working capital deficit of $267,977.  NHC's current assets as at March 31, 2014 consisted of cash and cash equivalents of $15,968 and prepaid expenses of $300,000.  NHC's current liabilities as at March 31, 2013 consisted of accounts payable and accrued liabilities of $215,921 and convertible debentures of $368,024.
As at March 31, 2013, NHC's current assets were $217 and current liabilities were $8,067 resulting in a working capital deficit of $7,850.  NHC's current assets as at March 31, 2013 consisted of cash and cash equivalents of $217.  NHC's current liabilities as at March 31, 2013 consisted of accounts payable and accrued liabilities of $5,836 and short term loan of $2,231.
Deficit accumulated since inception increased from ($8,517,850) as at March 31, 2013 to ($9,585,134) as at March 31, 2014.
NHC has not yet put the PoNS
TM
device into commercial production, and therefore, has no operating revenues. Accordingly, NHC is dependent on equity and debt financing as its sole source of operating working capital. NHC's capital resources are largely determined by the strength of the markets and its ability to compete for the investor support of its projects.
NHC will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to us.
Contractual Obligations
A summary of NHC's contractual obligations at March 31, 2014 is detailed in the table below.
Contractual Obligations
Payments Due by Period
Total
Less than 1 Year
1 - 3 Years
4 - 5 Years
After 5 Years
Accounts
Payable,
Accrued and
Other
Liabilities
$215,921
$215,921
N/A
N/A
N/A
Convertible debenture
$368,024
$368,024
N/A
N/A
N/A
Total
$583,945
$583,945
N/A
N/A
N/A
NHC entered into a commercial development-to-supply program with Ximedica where Ximedica will design, develop and produce PoNS
TM
product solution suitable for clinical trial and commercial sale. The agreed budget for phase 1B of development is $499,000; Phase 2 is $1,065,000; Phase 3 and 4 is $1,389,000 and 2nd software development cycle is $586,000, of which $171,781 was expensed as research and development during the year ended March 31, 2014. The estimated duration of the project is 10 months. As of March 31, 2014, NHC recorded a prepaid of $300,000 to Ximedica which will be applied at the end of the project.
On January 30, 2013, NHC entered into an independent contractor agreement with Clinvue, a company of which a shareholder owns 1/3 of the ownership, where Clinvue is to lead the design and manufacturing program of PoNS
TM
. As of March 31, 2014, the services were compensated by a grant of a total of 58,000
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stock options exercisable at $0.005 per option for 10 years. The estimated remaining costs to be incurred in the future under the contract are $100,000 and will be paid in cash.
Statement of Cashflows
During the fiscal year ended March 31, 2014, NHC's net cash increased by $15,751, which included net cash used in operating activities of ($350,929), net cash used in investing activities of Nil and net cash provided by financing activities of $366,680.
Cash Used in Operating Activities
Operating activities in the fiscal year ended March 31, 2014 used cash of ($350,929) compared to ($9,783) for the period from inception to March 31, 2013.  This was made up of a net loss of $1,067,284 (2013 - $8,517,850) less adjustments for non-cash items such as: accreted interest of $1,344 (2013 - Nil), consulting expenses of $807,157 (2013 - Nil), and accounts payable and accrued expenses of $210,085 (2013 - $5,836).  NHC used $302,231 (2013 - Nil) in changes in operating assets and liabilities. The most significant item was $300,000 used to prepay Ximedica with respect to the commercial development-to-supply program.
Cash Provided by Financing Activities
During the fiscal year ended March 31, 2014, $366,680 was received from proceeds of a convertible debenture.
Off Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Subsequent Events
In April 2014, NHC issued 201,436 shares pursuant to the exercise of options.
On May 27, 2014, NHC entered into a rental agreement for office space. The monthly rent is $3,896. The agreement expires on May 31, 2015.
On June 4, 2014, NHC entered into an amendment letter for the convertible debenture. Pursuant to the amendment letter, if any qualified financing being an aggregate amount of at least $2,000,000 occurs, the principal amount of the debenture shall be automatically converted into shares of our common stock at a price per share equal to CDN $0.425. For the avoidance of doubt, upon conversion of the debenture, we will issue a total of 2,564,705 shares of common stock and we will pay $11,131 in cash with respect to the accrued and unpaid interest outstanding.
On June 6, 2014, NHC entered into a definitive agreement with us where we acquired 100% of the outstanding and issued shares of NHC by issuing 16.035 shares of our common stock for every common stock outstanding of NHC. As a result, NHC will become a wholly owned subsidiary of us. Under certain conditions, termination of the agreement could result in a break fee payable of $500,000 by either of the parties. In connection with the acquisition, we conducted a non-brokered private placement at CDN$0.50 per unit of 15,240,000 units raising CDN $7.62 million, which is currently was held in escrow pending the close of the acquisition and a listing on the Canadian Securities Exchange (the "CSE"). Each unit consists of one share of our common stock and one-half of one warrant of us where one full warrant is exercisable for 2 years at CDN$1.00 into one share of our common stock.
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In connection with the agreement and plan of merger with NHC, we advanced an unsecured loan in the amount of $150,000 (the "Bridge Loan") to NHC. The Bridge Loan is for a term of one year commencing on May 30, 2014, and is payable in a lump sum at the end of the term. The Bridge Loan bears interest at a rate of 8% per annum.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements that have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). This preparation requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. US GAAP provides the framework from which to make these estimates, assumption and disclosures. We choose accounting policies within US GAAP that management believes are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. Management regularly assesses these policies in light of current and forecasted economic conditions. Actual results could differ from those estimates made by management.  While there are a number of significant accounting policies affecting our financial statements, we believe the critical accounting policies involving the most complex, difficult and subjective estimates and judgments are: valuation of non-monetary transactions, stock compensation for services, valuation of options and valuation of income taxes.
Recently Issued Accounting Pronouncements
We have reviewed recently issued accounting pronouncements and concluded that they are either not applicable or not expected to have a significant impact on our financial statements.
Financial Instruments and other risks
Level 1- Quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
The Company's financial instruments consist primarily of cash and cash equivalents, accounts payable and accrued liabilities, short-term loan and convertible debenture, of which only cash and cash equivalents is carried at fair value.
Fair Value Measurements Using
Quoted prices in active markets for identical instruments
(Level 1)
$
Significant other observable inputs
(Level 2)
$
Significant unobservable inputs
(Level 3)
$
Balance,
March 31, 2014
$
Balance,
March 31, 2013
$
Cash
15,968
-
-
15,968
217
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Concentrations of Credit Risk
The financial instrument which potentially subjects us to concentration of credit risk is cash. We placed our cash and cash equivalents with high credit quality financial institutions. As of March 31, 2014, we had Nil in a bank beyond the insured limit (March 31, 2013 - Nil).
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no disagreements with our independent registered public accountants with respect to accounting practices or procedures or financial disclosure.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our directors and executive officers and their respective ages as of the date of this prospectus are as follows:
Name
Age
Position Held
Philippe Deschamps
51
CEO, President and director
Amanda Tseng
31
CFO, Corporate Secretary and director
Savio Chiu
31
Director
Yuri Danilov
57
Director
Mitch Tyler
61
Director
The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies:
Philippe Deschamps
, Chief Executive Officer, President and a Director
Mr. Deschamps has served as our CEO, President and director since June 13, 2014.  Mr. Deschamps offers extensive experience in pharmaceutical and healthcare commercialization. The depth of his expertise stems from his 27 years in the Health Sciences industry, half spent at Bristol Myers Squibb (NYSE: BMY), and half on the service side as CEO of GSW Worldwide, a leading healthcare commercialization company.  At GSW Worldwide, Mr. Deschamps was responsible for the GSW Worldwide operations which includes offices in the 15 major markets around the world with a turnover of $160 million.  He primarily consulted on global marketing, commercialization and new business model development for pharmaceutical, device and diagnostics companies. From 1986 to 1998, Mr. Deschamps served as director of neuroscience marketing at Bristol Myers Squibb (BMS) in Princeton, N.J., where he participated on several pre-launch global marketing teams in the neuroscience and pain therapeutic areas.
In February 2012, Mr. Deschamps joined MediMedia Health, a marketing services company as CEO. He was responsible for the strategic development of the organization, nurturing their clients and developing new non personal products and services for the Healthcare industry. In October 2013, he became CEO of NHC.
Mr. Deschamps has a BSc. from the University of Ottawa in Canada which he obtained in 1985.
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It is expected that Mr. Deschamps will devote approximately 100% of his time to our business to effectively fulfill his duties as an officer and director.
Amanda Tseng
,
Chief Financial Officer, Corporate Secretary and a
Director
Ms. Tseng has served as our CFO, Corporate Secretary and director since June 13, 2014.  Ms. Tseng is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of British Columbia which she obtained in 2007. From January 2012 to present, she serves as the Assistant Manager, Corporate Finance of Baron Global Financial Canada Ltd. From December 2008 to December 2011, Ms. Tseng served as the Manager of MNP LLP (Chang Lee LLP).
Ms. Tseng is not a party to any employment, non-competition or confidentiality agreement with the Company. It is expected that Ms. Tseng will devote approximately 30% of her time to our business to effectively fulfill her duties as an officer.
Savio Chiu
,
Director
Mr. Chiu has served as one of our directors since June 13, 2014.  From April 2011 to present, Mr. Chiu serves as the Chief Financial Officer and Corporate Secretary of Confederation Minerals Ltd. (TSXV: CFM).  From December 2010 to present, Mr. Chiu serves as a director of Finore Mining Inc. (CSE: FIN).  From June 2009 to present, Mr. Chiu has been the Senior Manager, Corporate Finance of Baron Global Financial Canada Ltd. From October 2010 to August 2013, Mr. Chiu served as the Chief Financial Officer of Golden Fame Resources Corp. (TSXV: PFE).  From July 2010 to June 2011, he served as the Chief Financial Officer of Cassius Ventures Ltd. (TSXV: CZ).
Mr. Chiu is a Chartered Accountant and holds a Bachelor of Commerce degree in Accounting from the University of British Columbia which he obtained in 2005.
Mr. Chiu is not a party to any employment, non-competition or confidentiality agreement with the Company. It is expected that Mr. Chiu will devote approximately 20% of his time to our business to effectively fulfill his duties as a director.
Yuri Danilov
,
Director
Mr. Danilov has served as one of our directors since June 13, 2014.  Mr. Danilov is currently the Research Director in Tactil Communication and Neurorehabilitation Laboratory, UW-Madison (2008 to present), co-owner and Neuroscience Director of Advanced NeuroRehablitation LLC (2009 to present), former Research Director of Wicab, Inc (2002 to 2004).  He is also currently a Senior Scientist of Biomedical Engineering Department of University of Wisconsin-Madison (2008 to present).
Mr. Danilov received his Ph.D. in Neuroscience from Pavlov Institute of Physiology, Russian Academy of Science in 1984.
Mr. Danilov is not a party to any employment, non-competition or confidentiality agreement with the Company. It is expected that Mr. Danilov will devote approximately 20% of his time to our business to effectively fulfill his duties as a director
Mitch Tyler
,
Director
Mr. Tyler has served as one of our directors since June 13, 2014.  Mr. Tyler is currently the co-owner of Advanced NeuroRehablitation LLC (2009 to present).  Mr. Tyler is also currently the Clinical Director of Education/Training of NHC. He received his M.S. of Bioengineering from University of California in
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1985 and is currently working on his PH.D. in Biomedical Engineering at the University of Wisconsin.
In addition, Mr. Tyler was the Principal Investigator for Wicab, Inc. from 1998 to 2006.
Mr. Tyler is not a party to any employment, non-competition or confidentiality agreement with the Company. It is expected that Mr. Tyler will devote approximately 20% of his time to our business to effectively fulfill his duties as a director
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until they resign or are removed from the board in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until they resign or are removed from office by the Board of Directors.
Significant Employees
We have no significant employees other than the officers and directors described above.
Family Relationships
There are no family relationships among our directors and officers.
Involvement in Certain Legal Proceedings
Except as disclosed in this prospectus, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:
1.     A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2.     Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.     Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
i.     Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii.     Engaging in any type of business practice; or
iii.     Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
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4.     Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
5.     Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.     Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.     Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.     Any Federal or State securities or commodities law or regulation; or
ii.     Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.     Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.     Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
There are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.
Code of Ethics
We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers; however, we plan to consider implementing such a code in the near future.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The table below summarizes all compensation awarded to, earned by or paid to our executive officers by any person for all services rendered in all capacities to them during our fiscal years ended March 31, 2014
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Summary Compensation Table
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity Incentive Plan Compen-sation
($)
Non-qualified Deferred Compen-sation Earnings
($)
All Other Com-pen-sation
($)
Total
($)
Philippe Deschamps,
Chief Executive Officer, President and Director(1)
2014
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Amanda Tseng,
Chief Financial Officer, Corporate Secretary and Director(2)
2014
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Marco Babini
,
Former CEO, President and Director(3)
2014
7,500
Nil
Nil
Nil
Nil
Nil
Nil
7,500
(1)  Mr. Deschamps was appointed as our CEO, President and a director on June 13, 2014.  Pursuant to Mr. Deschamps employment agreement, Mr. Deschamps will have the opportunity to receive a target annual bonus of thirty percent of the base salary of $300,000, conditioned upon, and subject to upward or downward in good faith by the board of directors.
(2)  Ms. Tseng was appointed as our CFO, Corporate Secretary and a director on June 13, 2014.  Pursuant to an advisory agreement between the Company and Baron Global Financial Canada Ltd. ("Baron"), Baron receives an advisory fee of $12,500 per month, which is the portion attributable to Mr. Tseng's salary.
(3)  Marco Babini resigned as our CEO, President and a director on June 13, 2014.  Mr. Babini was paid a total of $7,500 by the Company for consulting services.
Outstanding Equity Awards
As at March 31, 2014, there were no outstanding stock options as we did not have a stock incentive plan until our board of directors adopted the 2014 Plan on June 16, 2014.
Compensation of Directors
The table below summarizes all compensation awarded to, earned by or paid to our directors during our fiscal year ended March 31, 2014. Certain of our directors served as officers of our Company, and any compensation they received due to their services are disclosed in the table above and are not included in the table below.
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Director Compensation
Name
Fees earned or paid in cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity Incentive Plan Compen-sation
($)
Non-qualified Deferred Compen-sation Earnings
($)
All Other Compen-sation
($)
Total
($)
Marco Babini
(1)(2)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Philippe Deschamps
(1)(3)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Amanda Tseng
(1)(4)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Savio Chiu
(5)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Yuri Danilov(6)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Mitch Tyler
(7)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(1)
See Summary Compensation Table above.
(2)
Mr. Babini resigned as our CEO, President and a director on June 13, 2014.
(3)
Mr. Deschamps was appointed as our CEO, President and a director on June 13, 2014.
(4)
Ms. Tseng was appointed as our CFO, Corporate Secretary and a director on June 13, 2014.
(5)
Mr. Chiu was appointed as a director on June 13, 2014.
(6)
Mr. Danilov was appointed as a director on June 13, 2014.
(7)
Mr. Tyler was appointed as a director on June 13, 2014.
Employment Contracts, Termination of Employment, Change-in-control Arrangements
On June 13, 2014, we entered into an employment agreement with Philippe Deschamps with respect to serving as our President and CEO.  Pursuant to such employment agreement, Mr. Deschamps will receive a base salary at an annualized rate of $250,000 until investments in the Company reach a level of US$5 million (the 'Financing Threshold") and after such Financing Threshold is met, his base salary will increase to $300,000 until the end of the employment term, which is at-will.  In addition to Mr. Deschamps' base salary, he shall have the opportunity to receive a target annual bonus of 30% of the base salary, conditional upon, and subject to upward or downward adjustment based upon, achievement of the Company and individual goals to be established in good faith by the board of directors and Mr. Deschamps, which goals have not yet been established.  If Mr. Deschamps is terminated without cause, the Company shall pay Mr. Deschamps an aggregate amount equal to the sum of his base salary and the earned portion of the annual bonus paid for the year preceding the year of his termination of which such amount is to be paid in equal monthly installments during the twelve (12) month period following such termination of employment.
Management Contracts
Effective July 1, 2014, Baron Group Financial Canada Ltd. has been engaged as an advisor to provide corporate advisory and CFO services.  The corporate advisory services will include advising on corporate governance, assisting in compliance with the standards and policies of stock exchanges and regulators, advising on continuous disclosure requirements, compilation of financial statements, liaising with legal counsel, auditors and transfer agent, and assisting/advising on corporate finance related matters.  The CFO services will be provided by Amanda Tseng, who is an employee of Baron Group Financial Canada Ltd.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 10, 2014 by: (i) each person (including any group) known to us to own more than 5% of our shares of common stock; (ii) each of our directors; (iii) each of our officers; and (iv) our officers and directors as a group. To our knowledge, each holder listed possesses sole voting and investment power with respect to the shares shown.
Title of class
Name and address of beneficial
owner
(1)
Amount and nature
of beneficial owner
(2)
Percentage of
class
(3)
Officers and Directors
Common Stock
Philippe Deschamps
16,635,026
(4)
26.1%
Common Stock
Amanda Tseng
20,000
(5)
(*)
Common Stock
Savio Chiu
20,000
(6)
(*)
Common Stock
Yuri Danilov
133,333
(7)
(*)
Common Stock
Mitch Tyler
133,333
(8)
(*)
Common Stock
All executive officers and directors as a group (5 persons)
16,941,692
(9)
26.5%
Persons owning more than 5% of voting securities
Common Stock
MPJ Healthcare, LLC
208 Palmer Aly
Newtown, PA  18940
16,035,026
(10)
25.4%
Common Stock
Advanced NeuroRehabilitation, LLC
510 Charmany Dr., Suite 175F
Madison, WI  53719
16,035,026
(11)
25.4%
(*)     indicates less than 1%.
(1)
The address of our officers and directors is our Company's address, which is 12 Penns Trail, Newtwon, PA  18940.
(2)     Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(3)     Based on 63,104,788 shares of our common stock issued and outstanding as of July 10, 2014.
(4)     This figure includes: (i) 16,035,026 shares of common stock held by MPJ Healthcare, LLC, which are deemed to be indirectly owned by Mr. Deschamps as he controls discretion with respect to voting and dispositive power over such shares; and (ii) 600,000 stock options held of record by Mr. Deschamps which are vested and are exercisable into 600,000 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.
(5)     This figure includes 20,000 stock options held of record by Ms. Tseng which are vested and are exercisable into 20,000 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.
(6)     This figure includes 20,000 stock options held of record by Mr. Chiu which are vested and are exercisable into 20,000 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.
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(7)     This figure includes 133,333 stock options held of record by Mr. Danilov which are vested and are exercisable into 133,333 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.
(8)     This figure includes 133,333 stock options held of record by Mr. Tyler which are vested and are exercisable into 133,333 shares of common stock at CDN$0.60 per share expiring on June 18, 2019.
(9)     This figure includes: (i) 16,035,026 shares of common stock; and (ii) stock options to purchase 906,666 shares of our common stock.
(10)     MPJ Healthcare, LLC is beneficially owned by Montel Williams as to 60%, Philippe Deschamps as to 20%, and Jonathan Sackier as to 20%.  However, Mr. Deschamps is deemed to indirectly own the shares held of record by MPJ Healthecare, LLC as he controls discretion with respect to voting and dispositive power over such shares.
(11)     Advanced NeuroRehabilitation, LLC is beneficially owned by Kurt Kaczmarek as to 26.67%, Yuri Danilov as to 26.67%, Mitch Tyler as to 26.67%, Klus Family Trust 1 as to 10%, and Klus Family Trust 2 as to 10%.  However, Kurt Kaczmarek is deemed to indirectly own the shares held of record by Advanced NeuroRehabilitation, LLC as he controls discretion with respect to voting and dispositive power over such shares.
Changes in Control
We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.
EXPERTS
Holland & Hart LLP, our independent special legal counsel, has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.
The audited financial statements included in this prospectus have been audited by Davidson & Company LLP, Chartered Accountants, which is an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere in this prospectus.  These financial statements are included in reliance upon the authority of said firms as experts in auditing and accounting.
INTERESTS OF NAMED EXPERTS AND COUNSEL
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 offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a substantial interest, direct or indirect, in our company, nor was any such person connected with our company as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
TRANSACTIONS WItH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS, AND DIRECTOR INDEPENDENCE
Except as described below, there are no transactions from our inception (March 13, 2014) to date, or any currently proposed transactions, in which we were or are to be a participant where the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end from or inception (March 13, 2014), and in which any "related person" had or will have a direct or indirect material interest. "Related person" includes:
(a)
any of our directors or officers;
(b)
any person proposed as a nominee for election as a director;
(c)
any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or
(d)
any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the foregoing persons who has the same house as any of such person.
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Related Party Transactions
Agreement and Plan of Merger with NHC
On June 6, 2014, we entered into an Agreement and Plan of Merger among us, HMT Mergersub, Inc., our wholly-owned subsidiary, and NHC.  Pursuant to the Agreement and Plan of Merger we issued 35,300,083 shares to the shareholders of NHC.  Two of the shareholders of NHC that received 16,035,026 shares each were MPJ Healthcare, LLC and Advanced Rehabilitation, LLC whereby Mr. Philippe Deschamps, our current President, CEO and director, is one of three beneficial owners of MPJ Healthcare, LLC and Messrs. Yuri Danilov and Mitch Tyler, our current directors, are two of five beneficial owners of Advanced Rehabilitation, LLC.
Employment Agreement with Philippe Deschamps
On June 13, 2014, we entered into an employment agreement with Philippe Deschamps with respect to serving as our President and CEO.  Pursuant to such employment agreement, Mr. Deschamps will receive a base salary at an annualized rate of $250,000 until investments in the Company reach a level of US$5 million (the 'Financing Threshold") and after such Financing Threshold is met, his base salary will increase to $300,000 until the end of the employment term, which is at-will.  In addition to Mr. Deschamps' base salary, he shall have the opportunity to receive a target annual bonus of 30% of the base salary, conditional upon, and subject to upward or downward adjustment based upon, achievement of the Company and individual goals to be established in good faith by the board of directors and Mr. Deschamps, which goals have not yet been established.  If Mr. Deschamps is terminated without cause, the Company shall pay Mr. Deschamps an aggregate amount equal to the sum of his base salary and the earned portion of the annual bonus paid for the year preceding the year of his termination of which such amount is to be paid in equal monthly installments during the twelve (12) month period following such termination of employment.
Sublicense Agreement with Advanced Rehabilitation, LLC
Pursuant to an amended and restated sublicense agreement (the "Sublicense Agreement") between Advanced Rehabilitation, LLC ("ANR") and NHC, dated June 6, 2014, ANR has granted NHC a worldwide, exclusive license to make, have made, use, lease and sell devices utilizing the Patent Rights.  In addition, ANR has agreed that ownership of any improvements, enhancements or derivative works of the Patent Rights which are developed by NHC or ANR shall be owned by NHC, provided that if NHC decides not to patent such improvements, ANR may choose to pursue patent rights independently.  Pursuant to the Sublicense Agreement, NHC has agreed to pay ANR royalties equal to 4% of NHC's revenues collection from the sale of devises covered by the Patent Rights and services related to the therapy or use of devises covered by the Patent Rights in therapy services.  Messrs. Yuri Danilov and Mitch Tyler, our current directors, are two of five beneficial owners of ANR.
Review, Approval and Ratification of Related Party Transactions
Our Board of Directors has responsibility for establishing and maintaining guidelines relating to any related party transactions between us and any of our officers or directors. Any conflict of interest between a director or officer and us must be referred to the non-interested directors, if any, for approval. We intend to adopt written guidelines for the board of directors which will set forth the requirements for review and approval of any related party transactions.
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Director Independence
The Board of Directors has determined that Savio Chiu, Yuri Danilov and Mitch Tyler each qualify as independent directors under the listing standards of the NYSE MKT Equities Exchange.
DISCLOSURE OF commission POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our directors and officers are indemnified as provided by the Wyoming Business Corporation Act, our Articles of Continuance and our Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of our Company. You may inspect the registration statement, exhibits and schedules filed with the SEC at the SEC's principal office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the SEC, at 100 F Street, NE, Washington, D.C. 20549, on official business days during the hours of 10:00 a.m. to 3:00 p.m. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the SEC. Our registration statement and the referenced exhibits can also be found on this site.
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DEALER PROSPECTUS DELIVERY OBLIGATION
No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such information or representations may not be relied on as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in our affairs since the date of this prospectus. This prospectus does not constitute any offer to sell, or solicitation of any offer to buy, by any person in any jurisdiction in which it is unlawful for any such person to make such an offer or solicitation. Neither the delivery of this prospectus nor any offer, solicitation or sale made hereunder, shall under any circumstances create any implication that the information herein is correct as of any time subsequent to the date of the prospectus.
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements of Helius Medical Technologies, Inc. for the year ended March 31, 2014
Report of Independent Registered Public Accounting Firm
F-1
Balance Sheet as at March 31, 2014
F-2
Statement of Operations and Comprehensive Loss for the period from March 13, 2014 to March 31, 2014.
F-3
Statement of Stockholder's Equity for the period from March 13, 2014 to March 31, 2014
F-4
Statement of Cash Flows for the period from March 13, 2014 to March 31, 2014
F-5
Notes to Financial Statements
F-6
Audited Financial Statements of NeuroHabilitation Corporation for the year ended March 31, 2014
Report of Independent Registered Public Accounting Firm
F-10
Balance Sheets as at March 31, 2014 and 2013
F-11
Statements of Loss and Comprehensive Loss for the Year Ended March 31, 2014, period from inception to March 31, 2013 and for the period from inception to March 31, 2014
F-12
Statements of Stockholders' Equity (Deficiency) for the period from inception to March 31, 2014
F-13
Statements of Cash Flows for the Year Ended March 31, 2014, period from inception to March 31, 2013 and for the period from inception to March 31, 2014
F-14
Notes to Financial Statements
F-15
-62-
Unaudited Pro-Forma Financial Information for the Year Ended March 31, 2014
Pro Forma Consolidated Balance Sheet as at March 31, 2014
F-23
Pro Forma Consolidated Statement of Loss and Comprehensive Loss for the Year Ended March 31, 2014
F-24
Notes to Pro Forma Consolidated Financial Statements
F-25
-63-
Report of Independent Registered Public Accounting Firm
To the Shareholders and Directors of
Helius Medical Technologies, Inc. (A Development Stage Company)
We have audited the accompanying financial statements of Helius Medical Technologies, Inc. (the "Company"), which comprise the balance sheet of Helius Medical Technologies, Inc. as of March 31, 2014, and the related statements of operations and comprehensive loss, stockholders' equity, and cash flows for the period from inception on March 13, 2014 to March 31, 2014. These 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 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Helius Medical Technologies, Inc. as of March 31, 2014, and the results of its operations and its cash flows for the period from inception on March 13, 2014 to March 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Helius Medical Technologies, Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, Helius Medical Technologies, Inc. has suffered recurring losses from operations and has a net capital deficiency.  These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
"DAVIDSON & COMPANY LLP"
Vancouver, Canada
Chartered Accountants
June 16, 2014
F-1
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)
(A development stage company)
Balance Sheet
(Expressed in United States Dollars)
Nature and continuance of operations (Note 1)
Subsequent events (Note 4)
These financial statements are authorized for issue by the Board of Directors on June 16, 2014. They are signed on the Company's behalf by:
"Savio Chiu "
Director
"Amanda Tseng "
Director
(The accompanying notes are an integral part of these financial statements.)
F-2
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)
(A development stage company)
Statement of operations and comprehensive loss
(Expressed in United States Dollars)
(The accompanying notes are an integral part of these financial statements.
F-3
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)
(A development stage company)
Statement of stockholders' equity
March 13, 2013 (inception) to March 31, 2014
(Expressed in United States Dollars)
(The accompanying notes are an integral part of these financial statements.)
F-4
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)
(A development stage company)
Statement of cash flows
(Expressed in United States Dollars)
(The accompanying notes are an integral part of these financial statements.)
F-5
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)
(A development stage company)
Notes to Financial Statements for the period ended March 31, 2014
(Expressed in United States Dollars)
1.     NATURE AND CONTINUANCE OF OPERATIONS
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.) ("Helius" or the "Company") was incorporated in British Columbia, Canada, on March 13, 2014. The Company is engaged primarily in the business of medical technology industry. On May 28, 2014, the Company completed a continuation via a plan of arrangement whereby the Company moved from being a corporation governed by the British Columbia Corporations Act to a corporation governed by the Wyoming Business Corporations Act. The Company's head office is located at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, Canada.
The financial information is presented in United States Dollars and the functional currency of the Company is the Canadian Dollar.
The Company has not incurred any revenue or expenses since inception and, as of March 31, 2014, the Company has a working capital of $9 and an accumulated deficit during the development stage of $nil. Until the Company generates a level of revenue to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows. While the Company had cash of $9 as of March 31, 2014, management does not believe these resources will be sufficient to meet the Company's operating and capital needs through 2015.
The Company intends to fund ongoing activities by utilizing current cash and cash equivalents and by raising additional capital though equity or debt financings. The Company is in the process of negotiating certain agreements subsequent to March 31, 2014, to raise additional capital as detailed in Note 4. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the liabilities in the normal course of business. The Company is currently seeking for additional financing subsequent to year end. See Note 4. However, given the Company's current cash and cash equivalents balance and the Company's planned operating activities, there is substantial doubt about the Company's ability to continue as a going concern. Even if the Company is able to raise additional capital, the Company may never become profitable, or if the Company does attain profitable operations, the Company may not be able to sustain profitability and positive cash flows on a recurring basis.
2.      SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company's annual financial statements have been presented in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") that are published at the time of preparation and that are effective on March 31, 2014.
Development Stage
The Company is considered a "development stage" entity, as it has not yet generated revenues from the sale of products. The Company has been researching and developing new technologies and product applications. The Company will continue as a development stage entity, including reporting "inception to-date" amounts and cumulative equity transactions, until such time, if any, as the Company generates revenue, and commences its planned principal operations.
F-6
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)
(A development stage company)
Notes to Financial Statements for the period ended March 31, 2014
(Expressed in United States Dollars)
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.  Financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both the current and future periods.
Cash and Cash Equivalents
All highly liquid investments with original maturities of three months or less are classified as cash equivalents. As at March 31, 2014, the Company does not have such investments. Cash and cash equivalents as at March 31, 2014 only include cash.
Patents
Costs related to patent development, filing, and maintenance are expensed as incurred since the underlying technology associated with these assets is purchased or incurred in connection with our research and development efforts and the future realizable value cannot be determined.
Concentrations of Credit Risk
The financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company placed its cash and cash equivalent with high credit quality financial institution. As of March 31, 2014, the Company had $nil in a bank beyond the insured limits.
Research and Development
Research and development costs are expensed as incurred. These costs include business development, and consulting and legal services.
Income Taxes
The Company has adopted ASC 740, "
Income Taxes
", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. Due to the limited nature of the Company's operations as at March 31, 2014, no current and deferred income tax disclosure has been presented as it is considered immaterial.
Stock-Based Compensation
The Company applies the fair value method of accounting for all stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black Scholes option pricing model. The options are expensed over the vesting period of the options.
F-7
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)
(A development stage company)
Notes to Financial Statements for the period ended March 31, 2014
(Expressed in United States Dollars)
Foreign Exchange
The Company's functional currency is the Canadian Dollar as this is the principal currency of the economic environment in which the Company operates.  The presentation currency is the United States Dollar.
Non-monetary items, revenue and expenses that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Any monetary assets and liabilities that are in a different functional currency are translated at the rate prevailing at year end.
Assets and liabilities of the Company are translated into U.S. dollars at the exchange rate at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rate. Translation adjustments are reported as cumulative translation adjustment and are shown as a separate component of other comprehensive income (loss) in the statements of stockholders' equity (deficiency).
Net Loss Per Common Share
Basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of outstanding common shares for the period, without consideration for common share equivalents. Diluted net loss per share is computed by dividing the net earnings (loss) attributable to common shareholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method, as applicable.
Fair Value of Financial Assets and Liabilities
All financial assets and financial liabilities are initially recorded at fair value and designated upon inception into one of the following categories:  held-to-maturity, available-for-sale, loans and receivables or at held for trading.
Financial assets classified as held for trading are measured at fair value with unrealized gains and losses recognized through profit and loss.  Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income.  Held-to-maturity instruments, loans and receivables and other financial liabilities and loss are measured at amortized cost using the effective interest rate method. Cash has been classified as held for trading.
The Company has implemented the following classifications for its financial instruments:
ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value;
Level 1- Quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
Cash is measured using Level 1 inputs.
F-8
Helius Medical Technologies, Inc. (formerly known as 0996445 B.C. Ltd.)
(A development stage company)
Notes to Financial Statements for the period ended March 31, 2014
(Expressed in United States Dollars)
Recent Accounting Pronouncements
The Company reviewed recently issued accounting pronouncements and concluded that they are either not applicable or not expected to have a significant impact on the Company's financial statements.
3.     COMMON STOCK
Authorized:
Unlimited Class A common shares without par value
Unlimited Class B common shares without par value
Unlimited Class A preferred shares without par value
On March 13, 2014, the Company issued a total of 10 common shares to Boomerang Oil, Inc. (formerly known as 0922327 B.C. Ltd) for a total consideration of $9.
4.     SUBSEQUENT EVENTS
On March 25, 2014 and amended on April 8, 2014 the Company entered into an arrangement agreement ("Arrangement") with Boomerang Oil, Inc. (formerly known as 0922327 B.C. Ltd) ("Pubco") and 0995162 B.C. Ltd. ("Buyco") to reorganize the businesses by way of a plan of arrangement ("Plan of Arrangement"). Pursuant to the Plan of Arrangement, the following steps should be taken:
1.     Buyco shall acquire all issued and outstanding shares of the Company from Pubco for consideration of $5,000;
2.     The shareholders of Buyco and the Company shall exchange securities on a 1:1 basis;
3.     Pubco and the Company shall exchange securities as follows: Pubco shall issue the Pubco Exchange Shares to the Company and the Company shall issue the Company Exchange Shares to Pubco;
4.     The Pubco Exchange Shares and the Company Exchange Shares shall be cancelled.
The Arrangement was completed on April 15, 2014.
On April 16, 2014, the Company entered into a consulting agreement with its sole director for service related to strategic planning and business development. The term of the agreement is for 45 days expiring on May 31, 2014 with a fee of $2,500 per every 15 days.
On June 6, 2014, the Company entered into a definitive agreement with Neurohabilitation Corporation ("Neuro") where the Company issued 16.035 shares for every common stock outstanding of Neuro (the "Acquisition"). As a result, Neuro became a wholly owned subsidiary of the Company. Under certain conditions, termination of the agreement could result in a break fee payable of $500,000 by either of the parties. In connection to the Acquisition, the Company is conducting a non-brokered private placement at CAD $0.50 per unit of 15,240,000 units raising up to CAD $7.62 million, which is currently held in escrow pending the close of the acquisition and a listing on the Canadian Securities Exchange (the "CSE"). Each unit consists of one common share of the Company and one half of a warrant of the Company where one full warrant is exercisable for 2 years at CAD $1.00 into one common stock.
In connection with the Acquisition, the Company has advanced Neuro an unsecured loan in the amount of $150,000 (the "Bridge Loan"). The Bridge Loan is for a term of one year commencing on May 30, 2014, and is payable in a lump sum at the end of the term. The Bridge Loan bears interest at a rate of 8% per annum.
The Company has evaluated subsequent events through the issuance date of the financial statements. The Company is not aware of any additional significant subsequent events that occurred subsequent to the balance sheet date, but prior to the date of issuance that would have a material impact on the Company's financial statements.
F-9
Report of Independent Registered Public Accounting Firm
To the Shareholders and Directors of
NeuroHabilitation Corporation (A Development Stage Company)
We have audited the accompanying financial statements of NeuroHabilitation Corporation (the "Company"), which comprise the balance sheets of NeuroHabilitation Corporation as of March 31, 2014 and 2013, and the related statements of loss and comprehensive loss, stockholders' equity (deficiency), and cash flows for the year ended March 31, 2014, the period from January 22, 2013  (inception) to March 31, 2013 and the period from January 22, 2013 (inception) to March 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NeuroHabilitation Corporation as of March 31, 2014 and 2013, and the results of its operations and its cash flows for the year ended March 31, 2014, the period from inception on January 22, 2013 (inception) to March 31, 2013 and the period from January 22, 2013 (inception) to March 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that NeuroHabilitation Corporation will continue as a going concern. As discussed in Note 1 to the financial statements, the NeuroHabilitation Corporation has suffered recurring losses from operations and has a net capital deficiency.  These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
"DAVIDSON & COMPANY LLP"
Vancouver, Canada
Chartered Accountants
June 16, 2014
F-10
NEUROHABILITATION CORPORATION
(A development stage company)
Balance Sheets
(Expressed in United States Dollars)
Nature and continuance of operations (Note 1)
Commitments and contingencies (Note 8)
Subsequent events (Note 10)
These financial statements are authorized for issue by the Board of Directors on June 9, 2014. They are signed on the Company's behalf by:
"Philippe Deschamps"
Director
"Savio Chiu"
Director
(The accompanying notes are an integral part of these financial statements.)
F-11
NEUROHABILITATION CORPORATION
(A development stage company)
Statements of loss and comprehensive loss
(Expressed in United States Dollars)
(The accompanying notes are an integral part of these financial statements.)
F-12
NEUROHABILITATION CORPORATION
(A development stage company)
Statements of stockholders' equity (deficiency)
January 22, 2013 (inception) to March 31, 2014
(Expressed in United States Dollars)
(The accompanying notes are an integral part of these financial statements.)
F-13
NEUROHABILITATION CORPORATION
(A development stage company)
Statements of cash flows
(Expressed in United States Dollars)
There were no non-cash financing or investing activities during the periods presented.
F-14
NEUROHABILITATION CORPORATION
(A development stage company)
Notes to Financial Statements for the periods ended March 31, 2014 and 2013
(Expressed in United States Dollars)
1.     NATURE AND CONTINUANCE OF OPERATIONS
NeuroHabilitation Corp. ("NHC" or the "Company") was incorporated in Delaware, USA, on January 22, 2013. The Company is engaged primarily in the business of developing a patent-pending technology ("PoNS
TM
") that will enable the first non-invasive means for delivering neurostimulation through the oral cavity. The Company's head office is located at 12 Penns Trail, Newtown PA 18940.
The financial information is presented in United States Dollars, which is the functional currency of the Company.
The Company has experienced recurring losses since inception and, as of March 31, 2014, the Company has negative working capital as at March 31, 2014 of $267,977 (March 31, 2013 - $7,850) and an accumulated deficit during the development stage of $9,585,134 (March 31, 2013 - $8,517,850). Until the Company generates a level of revenue to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows. While the Company had cash of $15,968 as of March 31, 2014 (March 31, 2013 - $217), management does not believe these resources will be sufficient to meet the Company's operating and capital needs through 2015.
The Company intends to fund ongoing activities by utilizing current cash and cash equivalents and by raising additional capital though equity or debt financings. The Company is in the process of negotiating certain agreements subsequent to March 31, 2014, to raise additional capital as detailed in Note 10. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditure or sell certain assets, including intellectual property assets.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the liabilities in the normal course of business. The Company is currently seeking additional financing subsequent to year end. See Note 10. However, given the Company's current cash and cash equivalents balance and the Company's planned operating activities, the Company's recurring losses raise substantial doubt about the Company's ability to continue as a going concern. Even if the Company is able to raise additional capital, the Company may never become profitable, or if the Company does attain profitable operations, the Company may not be able to sustain profitability and positive cash flows on a recurring basis.
2.      SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company's annual financial statements have been presented in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") that are published at the time of preparation and that are effective or available on March 31, 2014.
Development Stage
The Company is considered a "development stage" entity, as it has not yet generated revenues from the sale of products. The Company has been researching and developing new technologies and product applications. The Company will continue as a development stage entity, including reporting "inception to-date" amounts and cumulative equity transactions, until such time, if any, as the Company generates revenue, and commences its planned principal operations.
F-15
NEUROHABILITATION CORPORATION
(A development stage company)
Notes to Financial Statements for the periods ended March 31, 2014 and 2013
(Expressed in United States Dollars)
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Significant estimates include valuation of non-monetary transactions, compensation for shares issued for services, valuation of options and valuation of income taxes. Actual outcomes could differ from these estimates.  Financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both the current and future periods.
Cash and Cash Equivalents
All highly liquid investments with original maturities of three months or less are classified as cash equivalents. As at March 31, 2014, the Company does not have such investments. Cash and cash equivalents as at March 31, 2014 only includes cash.
Patents
Costs related to patent development, filing, and maintenance are expensed as incurred since the underlying technology associated with these assets is purchased or incurred in connection with our research and development efforts and the future realizable value cannot be determined.
Concentrations of Credit Risk
The financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company placed its cash and cash equivalent with high credit quality financial institution. As of March 31, 2014, the Company had $nil in a bank beyond insured limits (March 31, 2013 - $nil).
Research and Development
Research and development costs are expensed as incurred. These costs include business development, and consulting and legal services.
Income Taxes
The Company has adopted ASC 740, "
Income Taxes
", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.
Stock-Based Compensation
The Company applies the fair value method of accounting for all stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black Scholes option pricing model. The options are expensed over the vesting period of the options.
F-16
NEUROHABILITATION CORPORATION
(A development stage company)
Notes to Financial Statements for the periods ended March 31, 2014 and 2013
(Expressed in United States Dollars)
Foreign Exchange
The Company's reporting and functional currency is the United States dollar as this is the principal currency of the economic environment in which the Company operates.
Non-monetary items, revenue and expenses that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Any monetary assets and liabilities that are in a different functional currency are translated at the rate prevailing at year end.
Net Loss Per Common Share
Basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of outstanding common shares for the period, without consideration for common share equivalents. Diluted net loss per share is computed by dividing the net earnings (loss) attributable to common shareholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method, as applicable. As at March 31, 2014, there were 201,436 options (March 31, 2013 - nil) outstanding which have not been included in the weighted average common shares outstanding as these were anti-dilutive.
Fair Value of Financial Assets and Liabilities
All financial assets and financial liabilities are initially recorded at fair value and designated upon inception into one of the following categories:  held-to-maturity, available-for-sale, loans and receivables or at held for trading.
Financial assets classified as held for trading are measured at fair value with unrealized gains and losses recognized through profit and loss.  Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income.  Held-to-maturity instruments, loans and receivables and other financial liabilities and loss are measured at amortized cost using the effective interest rate method.
The Company's financial instruments consist primarily of cash and cash equivalents, accounts payable and accrued liabilities, and convertible debenture.
The Company has implemented the following classifications for its financial instruments:
a)     Cash has been classified as held for trading;
b)     Accounts payable and accrued liabilities and convertible debenture have been classified as other financial liabilities
ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value;
Level 1- Quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
Cash and cash equivalents are measured using Level 1 inputs.
F-17
NEUROHABILITATION CORPORATION
(A development stage company)
Notes to Financial Statements for the periods ended March 31, 2014 and 2013
(Expressed in United States Dollars)
Recent Accounting Pronouncements
The Company reviewed recently issued accounting pronouncements and concluded that they are either not applicable or not expected to have a significant impact on the Company's financial statements.
3.      SHORT TERM LOAN
On December 9, 2013, the Company entered into a formal loan agreement with MPJ Healthcare LLC, a shareholder of the Company, to borrow up to $40,000. Expenses incurred on behalf of the Company were charged as drawdowns of this loan. During the year ended March 31, 2014, $29,107 was repaid, being expenses incurred of $26,875 for March 31, 2014 and $2,231 for March 31, 2013. The interest rate is 3% per annum. For the year ended March 31, 2014, an interest expense of $225 was recorded (March 31, 2013 - $nil).
4.      CONVERTIBLE DEBENTURE
On February 19, 2014, the Company entered into a securities purchase agreement where the Company agreed to sell and issue a note in a principal amount of up to $1,000,000 with annual simple interest at 8%. As at March 31, 2014, $366,905 had been received and $633,095 was received subsequently. The debenture matures on the earliest of (i) February 28, 2015 or such later date as agreed (ii) the closing of a transaction involving a change in control of the Company or (iii) the date of the closing of the Company's qualified financing being an aggregate amount of at least $2,000,000.
Upon completion of a qualified financing, the debenture shall automatically convert into equity securities of the Company at a price per share equal to 85% of the price per share of the qualified financing. If a qualified financing does not occur on or before the maturity date, at the option of the Company's board of directors, the outstanding balance of the debenture shall be converted into the Company's equity securities at a conversion price per common stock determined using a valuation of $8.5 million and the number of shares outstanding at that date.
In the event of a change in control of the Company, the Company shall pay the outstanding amount and an amount equal to 50% of the outstanding principal amount of the debenture in cancellation of the debenture.
The contingent conversion on completion of a qualified financing gives rise to a contingent beneficial conversion feature which will be calculated and adjusted if necessary on settlement of the contingency. There are no other beneficial conversion features or significant items that should be accounted for separately.
As of March 31, 2014, the outstanding balance is $366,905 (March 31, 2013 - $nil) with interest of $1,119 (March 31, 2013 - $nil).
5.     COMMON STOCK
Authorized: 3,000,000 common voting shares with par value at $0.0001 as amended in February 2014.
On January 22, 2013, the Company issued a total of 1,000,000 shares to Advanced NeuroRehabilitation LLC for cash proceeds of $5,000 and an exclusive license right to Advanced NeuroRehabilitation's patent pending technology and knowhow valued at $4.25 million per an independent valuation report. The Company recorded the $4.25 million exclusive license right as research and development expense per the Company's accounting policy.
On January 22, 2013, the Company also issued a total of 1,000,000 shares to MPJ Healthcare LLC for cash proceeds of $5,000. In addition, the Company recorded $4.25 million of stock based compensation expense.
The articles of the Company is subject to a stockholders agreement, which places certain restrictions on the stock and stockholders.  These include approvals prior to sale or transfer of stock, a right of first refusal to purchase stock held by the Company and a secondary right of refusal to stockholders, right of co-sale whereby certain stockholders be enabled to participate in a sale of other stockholders to obtain the same price, term and conditions on a pro-rata basis, rights of first offer of new security issuances to current stockholders on a pro-rata basis and certain other restrictions.
F-18
NEUROHABILITATION CORPORATION
(A development stage company)
Notes to Financial Statements for the periods ended March 31, 2014 and 2013
(Expressed in United States Dollars)
The stockholders of the Company, as at March 31, 2014, being Advanced NeuroRehabilitation LLC and MPJ Healthcare, LLC are also subject to a voting agreement which places additional restrictions on the stockholders, including the composition of the Board of Directors. Each stockholder agrees to vote to ensure the Board of Directors is set at seven directors, of which three individuals are designated by each of Advanced NeuroRehabilitation LLC and MPJ Healthcare LLC. Any common stock issued pursuant to the convertible debenture (Note 4) and stock options (Note 6) will be subject to the stockholders and voting agreement.
6.      STOCK OPTIONS
The Company has a stock option plan whereby the Company is authorized to grant options, performance share awards, or monetary payments based on the value of the stock to independent contractors enabling them to acquire up to a maximum of 201,436 of the issued and outstanding stock of the Company. Vesting and the term of an option is determined at the discretion of the Board of Directors of the Company.
On April 1, 2013, the Company granted a consultant company, 58,000 options exercisable at $0.005 for 10 years upon completion of certain services in accordance with a consulting agreement to lead the design and manufacturing program of the Company's technology (Note 8). On December 4, 2013, 40,816 options vested, and the remaining 17,184 vested on March 4, 2014.
On October 30, 2013, the Company granted 143,436 options to a consultant company at $0.005 for 10 years. On February 11, 2014, 50% of these options vested upon completion of the first of two milestones. The remainder vested in April 2014. The remaining compensation related to the unvested options is estimated as $48,831.
As of March 31, 2014, the Company recognized a total of $807,157 in stock based compensation for consulting fees.
The continuity of stock options for the year ended March 31, 2014 is as follows:
Options Outstanding
Number of options
Weighted Average Exercise Price
Balance on inception and March 31, 2013
-
$
-
Granted
201,436
$
0.005
Balance, March 31, 2014
201,436
$
0.005
The options outstanding and exercisable at March 31, 2014 are as follows:
Number of shares
Options outstanding remaining contractual life
Exercise Price
Options exercisable
Number of shares exercisable
Exercise Price
58,000
9.01
$
0.005
58,000
$
0.005
143,436
9.59
$
0.005
71,718
$
0.005
The Cmpany used the Black-Scholes option pricing model to estimate the fair value of the options as the fair value of the services provided could not be reliably calculated. The following weighted average assumptions were used:
F-19
NEUROHABILITATION CORPORATION
(A development stage company)
Notes to Financial Statements for the periods ended March 31, 2014 and 2013
(Expressed in United States Dollars)
2014
Risk-free interest rate (%)
1.55
Dividend yield (%)
-
Expected volatility (%)
107.52
Expected option life (years)
4.66
Fair value per option granted
$
4.26
Far value per option of unvested options
$
4.26
The Black-Scholes option pricing model was developed for use in estimating the fair value of share options that have no vesting provisions and are fully transferable.  Also, option-pricing models require the use of estimates and assumptions including the expected volatility.  The Company uses expected volatility rates which are based upon the average volatility rates of other companies in the same industry, due to the Company's limited history. The Company based the current stock price on the value per shares issued to date. Changes in the underlying assumptions can materially affect the fair value estimates.
(d)
Share Purchase Warrants
The Company does not have any share purchase warrants outstanding for the years ended March 31, 2014 and March 31, 2013.
7.      INCOME TAXES
A reconciliation of income taxes at statutory rates with the reported taxes is follows:
2014
2013
Earnings (loss) for the year
$
(1,067,284)
$
(8,517,850)
Expected income tax (recovery)
$
(270,000)
$
(2,151,000)
Change in statutory rates and other
(93,000)
(745,000)
Permanent difference
275,000
2,890,000
Change in unrecognized deductible temporary differences
88,000
6,000
Total income tax expense (recovery)
$
-
$
-
The significant components of the Company's deferred assets and liabilities are as follows:
2014
2013
Deferred Tax Assets
Non-capital losses
$
94,000
$
6,000
Deferred tax assets not recognized
(94,000)
$
(6,000)
Net deferred tax assets
$
-
$
-
The Company has loss carryfowards of approximately $278,000 in the US available for deduction against future taxable income which if they are not utilized, will expire through 2034.
8.      COMMITMENTS AND CONTINGENCIES
(a)     The Company entered into a sub-license agreement with Advanced NeuroRehabilitation LLC for an exclusive right on Advanced NeuroRehabilitation LLC's patent pending technology, claims and knowhow. In addition to the issuance of 1,000,000 shares (Note 5), the Company agreed to pay a 4% royalty on net revenue on the sales of devices covered by the patent-pending technology and services related to the therapy or use of devices covered by the patent-pending technology.
(b)     The Company entered into a commercial development-to-supply program with Ximedica where Ximedica will design, develop and produce PoNS
TM
product solution suitable for clinical trial and commercial sale. The agreed budget for phase 1B of development is $499,000; Phase 2 is $1,065,000; Phase 3 and 4 is $1,389,000 and 2
nd
software DV cycle is $586,000, of which $171,781 was expensed as research and development during the year ended March 31, 2014. The
F-20
NEUROHABILITATION CORPORATION
(A development stage company)
Notes to Financial Statements for the periods ended March 31, 2014 and 2013
(Expressed in United States Dollars)
estimated duration of the project is 10 months. As of March 31, 2014, the Company recorded a prepaid of $300,000 to Ximedica which will be applied at the end of the project.
(c)     The Company entered into an employment contract with the CEO of the Company with an annual salary of $250,000 until any qualified investments in the Company reaches $5 million, at which time the salary is increased to $300,000 annually.
(d)     On January 30, 2013, the Company entered into an independent contractor agreement with Clinvue, a company of which a shareholder owns 1/3 of the ownership, where Clinvue is to lead the design and manufacturing program of PoNS
TM
. As of March 31, 2014, the services were compensated by a grant of a total of 58,000 stock options exercisable at $0.005 per option for 10 years (Note 6). The estimated remaining costs to be incurred in the future under the contract are $100,000 and will be paid in cash.
(e)     On February 1, 2013, the Company entered into a Master Cooperative Research and Development Agreement (CRADA) with the US Army Medical Material Agency (USAMMA) and the US Army Medical Material Development Activity (USAMMDA) pursuant to which USAMMA and USAMMDA on behalf of the US Government agrees to cooperate with the Company in research and development of PoNS
TM
assisted physical therapy for the treatment of soldiers with balance and gait disorder. The agreement automatically expires on December 31, 2015 unless modified in writing by the parties. US Army Medical Research and Material Command (USAMRMC) will be the sponsor of the regulatory application for the PoNS
TM
technology until the application is cleared or approved by the FDA, at which point USAMRMC will transfer such clearance or approval to the Company. After transfer of the regulatory application to the Company and in the event that the Company is not willing or able to commercialize the technology within two years from the expiration of this CRADA, the Company will transfer possession, ownership and sponsorship/holdership of the regulation application, regulatory correspondence and supporting regulatory information related technology to USAMRMC and grant the U.S. Government a non-exclusive, irrevocable license to any patent, copyright, data rights, proprietary information or regulatory information for the U.S. Government to commercialize the technology.
(f)     On March 3, 2014, the Company entered into a letter of intent with Transmax Investing with an intent of Transmax Investing to effect a transaction with the Company whereby a certain financing will be conducted into the Company and a public listing of the Company on a recognized stock exchange.
9.      RELATED PARTY TRANSACTIONS
For the year ended March 31, 2014, the Company was a party to the following related party transactions not disclosed elsewhere in these financial statements:
As of March 31, 2014, $ nil (March 31, 2013 - $2,231) in short-term loan payable is outstanding to a shareholder of the Company.
During the year ended March 31, 2014, the Company paid $20,833 (March 31, 2013 - $nil) as wages to the CEO of the Company.
See also Notes 3 and 8.
10.      SUBSEQUENT EVENTS
In April 2014, 201,436 shares were issued pursuant to the exercise of options.
On May 27, 2014, the Company entered into a rental agreement for office space. The monthly rent is $3,896. The agreement expires on May 31, 2015.
On June 4, 2014, the Company entered into an amendment letter for the convertible debenture. Pursuant to the amendment letter, if any qualified Financing being an aggregate amount of at least $2,000,000 occurs, the principal amount of the debenture shall be automatically converted into common shares of Helius Medical Technologies , Inc. ("Helius") at a price per
F-21
NEUROHABILITATION CORPORATION
(A development stage company)
Notes to Financial Statements for the periods ended March 31, 2014 and 2013
(Expressed in United States Dollars)
share equal to CAD $0.425. For the avoidance of doubt, upon conversion of the debenture, Helius will issue a total of 2,564,705 common stock of Helius and Helius will pay $11,131 in cash with respect to the accrued and unpaid interest outstanding.
On June 6, 2014, the Company entered into a definitive agreement with Helius where Helius acquired 100% of the outstanding and issued shares of the Company by issuing 16.035 shares of Helius for every common stock outstanding of the Company. As a result, the Company will become a wholly owned subsidiary of Helius. Under certain conditions, termination of the agreement could result in a break fee payable of $500,000 by either of the parties. In connection with the acquisition, Helius is conducting a non-brokered private placement at CAD $0.50 per unit of 15,240,000 units raising up to CAD $7.62 million, which is currently held in escrow pending the close of the acquisition and a listing on the Canadian Securities Exchange (the "CSE"). Each unit consists of one common share of Helius and one half of a warrant of Helius where one full warrant is exercisable for 2 years at CAD $1.00 into one common stock.
In connection with the definitive agreement, Helius advanced an unsecured loan in the amount of $150,000 (the "Bridge Loan") to the Company. The Bridge Loan is for a term of one year commencing on May 30, 2014, and is payable in a lump sum at the end of the term. The Bridge Loan bears interest at a rate of 8% per annum.
The Company has evaluated subsequent events through the issuance date of the financial statements The Company is not aware of any additional significant subsequent events that occurred subsequent to the balance sheet date, but prior to the date of issuance that would have a material impact on the Company's financial statements.
F-22
Helius Medical Technologies, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
(Expressed in United States dollars)
March 31, 2014
See accompanying notes to the pro forma consolidated financial statements
F-23
Helius Medical Technologies, Inc.
Unaudited Pro Forma Consolidated Statement of Loss and Comprehensive Loss
(Expressed in United States dollars)
For the year ended March 31, 2014
See accompanying notes to the pro forma consolidated financial statements
F-24
Helius Medical Technologies, Inc.
Notes to Unaudited Pro Forma Consolidated Financial Statements
(Expressed in United States dollars)
March 31, 2014
1.       Basis of Presentation
The accompanying unaudited pro forma consolidated financial statements have been prepared for the purpose of inclusion in the listing statement in connection with the acquisition of NeuroHabilitation Corporation ("NHC") by Helius Medical Technologies, Inc. ("Helius" or the "Company") through a stock exchange of 100% of NHC's capital stock ("Transaction").
The unaudited pro forma consolidated financial statements have been prepared by the management of Helius in accordance with U.S. generally accepted accounting principles ("US GAAP") to give effect to the transactions and assumptions described in the notes.  The unaudited pro forma consolidated balance sheet has been prepared assuming the Transaction had occurred on March 31, 2014 and the unaudited pro forma consolidated statement of loss and comprehensive loss has been prepared assuming the transaction occurred on the first day of the period presented
The unaudited pro forma consolidated financial statements should be read in conjunction with the description of the transaction in this listing statement and are derived from the followings:
a)     the audited financial statements of Helius as at March 31, 2014; and
b)     the audited financial statements of NHC as at March 31, 2014
The underlying assumptions for the pro forma consolidated adjustments provide a reasonable basis for presenting the significant financial effects directly attributable to such transactions. These pro forma adjustments are tentative and are based on available financial information and certain estimates and assumptions.  The actual adjustments to the consolidated financial statements of the Company will depend on a number of factors.  Therefore, the actual adjustments will differ from the pro forma adjustments.  Management believes that such assumptions provide a reasonable basis for presenting all of the significant effects of the transactions contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.
The accounting policies used in preparation of the unaudited consolidated pro-forma financial statements are consistent in all material respects with those used by the Company as described in Note 2 to its audited financial statements for the period ended March 31, 2014.
2.     Pro Forma Consolidated Balance Sheet Assumptions and Adjustments
a)     The Proposed Transaction
Pursuant to the Transaction, Helius has entered into the Agreement and Plan of Merger with NHC, whereby Helius will acquire 100% of the issued and outstanding shares of NHC. In exchange, Helius will issue a total of 35,300,083 shares to the shareholders of NHC of which will merge with a wholly owned subsidiary of Helius, HMT Mergersub, organized pursuant to the laws of Delaware.
Although the Transaction will result in NHC becoming a wholly-owned subsidiary of Helius, the Transaction will constitute a Reverse Takeover of Helius as the former NHC Shareholders will own the majority of the outstanding shares of Helius upon completion of the Proposed Transaction. In accordance with US GAAP, this transaction is considered to be a capital transaction and the difference between the purchase price and the net assets acquired is charged directly to equity.
F-25
Helius Medical Technologies, Inc.
Notes to Unaudited Pro Forma Consolidated Financial Statements
(Expressed in United States dollars)
March 31, 2014
The consideration paid by NHC to acquire the Company is estimated at $5,000,000, being the estimated fair value of the shares exchanged.  The net assets acquired of Helius are $206,497, resulting in a net charge to deficit of $(4,793,503).
In connection with the Transaction, Helius will complete a financing of up to 15,240,000 units at CAD $0.50 per unit ("Concurrent Financing") for total proceeds of $7,015,734 (CAD $7,620,000). Each unit will consist of one Helius share and one half of one Helius warrant. The finder's fee will consist of 6% cash $420,944 (CAD $457,200) and 6% warrants (914,400 warrants). Proceeds were allocated among common shares and warrants based on their relative fair values. The fair value of the warrants was $1,276,223 (CAD $1,386,144) and determined using a Black Scholes model using the following weighted average assumptions:
b)     Transaction costs
The incremental management and administrative costs of the Corporation for the above related offering and acquisition, including audit fees, legal fees, finder's fee for the Concurrent Financing and any costs associated with regulatory filings have been estimated to be $276,210 (CAD $300,000) which is deemed to be incurred and expensed as transaction costs.
c)     With respect to the Concurrent Financing, the Company agreed to pay finder's fees equal to 6% cash and 6% warrants on gross proceeds of the financing. The fair value of the warrants of $187,200 (CAD $203,324) was determined using a Black Scholes model using the following weighted average assumptions:
d)     On March 25, 2014 and amended on April 8, 2014 Helius entered into an arrangement agreement ("Arrangement") with Boomerang Oil, Inc. (formerly known as 0922327 B.C. Ltd) ("Pubco") and 0995162 B.C. Ltd. ("Buyco") to reorganize the businesses by way of a plan of arrangement ("Plan of Arrangement"). Pursuant to the Arrangement, the following steps should be taken:
4.     Buyco shall acquire all issued and outstanding shares of the Company from Pubco for consideration of $5,000;
5.     The shareholders of Buyco and the Company shall exchange securities on a 1:1 basis;
6.     Pubco and the Company shall exchange securities as follows: Pubco shall issue the Pubco Exchange Shares to the Company and the Company shall issue the Company Exchange Shares to Pubco;
F-26
Helius Medical Technologies, Inc.
Notes to Unaudited Pro Forma Consolidated Financial Statements
(Expressed in United States dollars)
March 31, 2014
7.     The Pubco Exchange Shares and the Company Exchange Shares shall be cancelled.
8.     Shares of Helius owned by Buyco shall be cancelled.
Pursuant to this Transaction, Helius acquired $230,184 of net assets from Buyco.
e)     On June 3, 2014, Helius agreed to advance NHC a bridge loan in the amount of US $150,000 in connection with the proposed acquisition. The bridge loan is for a term of one year commencing on the date of advance and is payable in a lump sum at the end of the term. The bridge loan bears interest at a rate of 8% per annum.
3.     Pro Forma Share Capital
A continuity of Helius issued common share capital and related recorded values after giving effect to the pro forma transactions described in note 2 above is set out below:
F-27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a list of the expenses to be incurred by us in connection with the preparation and filing of this registration statement.  All amounts shown are estimates except for the SEC registration fee:
SEC registration fee:
$7,065
Accounting fees and expenses:
$5,000
Legal fees and expenses:
$40,000
Transfer agent and registrar fees:
$2,000
Fees and expenses for qualification under state securities laws:
$2,500
Miscellaneous (including Edgar filing fees):
$2,000
Total:
$58,565
We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the Selling Stockholders.  The Selling Stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage or underwriting discounts or commissions paid by the Selling Stockholders to broker-dealers in connection with the sale of their shares.
ITEM 14.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our directors and officers are indemnified as provided by the Wyoming Business Corporation Act (the "WBCA"), our Articles of Continuance and our Bylaws.
Wyoming Business Corporation Act
The WBCA, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with any the defense 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 WBCA 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 a director, officer, employee or agent of another corporation, partnership, joint venture, trust or 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: (a) is not liable pursuant to the WBCA; or (b) acted in good faith and in a manner which he reasonably 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.
The WBCA 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 or suit by or in the right of the corporation to procure a judgment in its favor 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 a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and
II-1
attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to the WBCA; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
The WBCA provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Our Articles of Continuance
Article 14 of our Articles of Continuance provide for indemnification of our directors and officers as follows:
PERSONAL LIABILITY; INDEMNIFICATION; ADVANCEMENT OF EXPENSES: To the fullest extent permitted by law, a director of the Company shall not be personally liable to the Company or to its shareholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of this paragraph 14 shall apply to or have any effect on the liability or alleged liability of any director of the Company for or with respect to any acts or omissions of such director occurring prior to such amendment. The Company shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Company shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Company. Any amendment, repeal or modification of this paragraph 14 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
Our Bylaws
Our Bylaws provide that we shall indemnify a director as required by the mandatory indemnification provisions of the Act, to the extent applicable, and as otherwise provided in the Articles of Incorporation.
ITEM 15.      RECENT SALES OF UNREGISTERED SECURITIES
On May 30, 2014, we closed a private placement consisting of 15,240,000 subscription receipts at a price of CDN$0.50 per subscription receipt for gross proceeds of CDN$7,620,000. On June 13, 2014, each subscription receipt automatically converted, for no additional consideration, into one common share of Helius and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional share of our common stock at a price of CDN$1.00 until May 30, 2016. We relied on exemptions from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Rule 506 of Regulation D and/or Section 4(a)(2) for US purchasers as well as Regulation S for Canadian and offshore purchasers, based on representations and warranties provided by the purchasers of the subscription receipts in their respective subscription agreements entered into between us and each purchaser.
II-2
In connection with the May 30, 2014 private placement, we paid finder's fees of CDN$412,200 in cash and 824,400 finder's warrants (each, a "Finder's Warrant") in aggregate to five entities in British Columbia, Canada and one entity in Nevis, West Indies.  The Finder's Warrants have the same attributes as the Warrants.  We relied on the exemption from registration under the U.S. Securities Act provided by Regulation S for the issuance of the Finder's Warrants to each finder.
On June 13, 2014, we acquired a 100% interest in NHC, as discussed above, pursuant to an agreement and plan of merger whereby our wholly-owned subsidiary was merged with and into NHC and all of the common shares in the capital of NHC were cancelled in consideration for the issuance of an aggregate of 35,300,083 shares of our common stock to the NHC shareholders.  We relied on the exemption from registration under the U.S. Securities Act provided by Section 4(a)(2) for the issuance of shares of our common stock to the NHC shareholders.
ITEM 16.     EXHIBITS
The following exhibits are filed with this registration statement on Form S-1:
Exhibit No.
Description of Exhibit
3.1
Articles of Continuation
3.2
Articles of Amendment filed with the Wyoming Secretary of State on July 3, 2014
3.3
Bylaws
4.1
2014 Stock Incentive Plan
5.1
Opinion of Holland & Hart LLP
10.1
Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and NeuroHabilitation Corporation, having an effective date of January 22, 2013
10.2
Master Cooperative Research and Development Agreement between NeuroHabilitation Corporation, Advanced NeuroRehabilitation, LLC, Yuri Danilov, Mitchell Tyler, Kurt Kaczmarek and U.S. Army Medical Material Agency and U.S. Army Medical Material Development Activity, dated effective February 1, 2013
10.3
Design and Manufacturing Consultant Agreement between NeroHabilitation Corporation and Clinvue, LLC, dated January 30, 2013
10.4
Commercial Development-to-Supply Program between NeuroHabilitation Corporation and Ximedica, dated October 25, 2013
10.5
Notice of Modification No. 1 to Cooperative Research and Development Agreement between NeuroHabilitation Corporation, Advanced NeuroRehabilitation, LLC, Yuri Danilov, Mitchell Tyler, Kurt Kaczmarek and U.S. Army Medical Material Agency and U.S. Army Medical Material Development Activity, dated April 26, 2014
10.6
Agreement and Plan of Merger among Helius Medical Technologies, Inc., HMT Mergersub, Inc. and NeuroHabilitation Corporation, dated June 6, 2014
10.7
Second Amended and Restated Patent Sub-License Agreement between Advanced NeuroRehabilitation, LLC and NeuroHabilitation Corporation, dated June 6, 2014, but having an effective date of January 22, 2013
21.1
Subsidiaries of the Company:
1. 0995162 B.C. Ltd., is a wholly owned subsidiary of the Company.
2. NeuroHabilitation Corporation, is a wholly owned subsidiary of the Company
23.1
Consent of Davidson & Company LLP
23.2
Consent of Counsel (included in Exhibit 5.1)
24.1
Power of Attorney (included in the signature page of this registration statement)
99.1
Employment Agreement between Helius Medical Technologies, Inc. and Philippe Deschamps, dated June 13, 2014.
99.2
Advisory Agreement between Helius Medical Technologies, Inc. and Baron Global Financial Canada Ltd., dated June 13, 2014.
II-3
ITEM 17     UNDERTAKINGS
The undersigned registrant hereby undertakes that it will:
1.     File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
(a)      Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b)     Reflect in the prospectus any 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) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(c)     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.
2.     For determining any liability under the Securities Act, 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.     Remove from registration by means of a post-effective registration statement any of the securities being registered which remain unsold at the termination of the offering.
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 advised that in the opinion of the Securities and Exchange Commission 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 Act and will be governed by the final adjudication of such issue.
For the purpose of determining liability under the Securities Act of 1933 to any purchaser, 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 registration statement 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Newtown, Pennsylvania, on July 11, 2014.
HELIUS MEDICAL TECHNOLOGIES, INC.
By:
/s/ Philippe Deschamps
Philippe Deschamps
President, Chief Executive Officer and a director
POWER OF ATTORNEY
Know all persons by these presents that that each individual whose signature appears below constitutes and appoints Philippe Deschamps as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing under Rule 462 promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or his or their substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
Signature
Title
Date
/s/ Philippe Deschamps
Philippe Deschamps
President, Chief Executive Officer and a director
July 11, 2014
/s/ Amanda Tseng
Amanda Tseng
Chief Financial Officer, Corporate Secretary and a director
July 11, 2014
/s/ Savio Chiu
Savio Chiu
Director
July 11, 2014
/s/ Yuri Danilov
Yuri Danilov
Director
July 11, 2014
/s/ Mitch Tyler
Mitch Tyler
Director
July 11, 2014
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