UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~March 31~~September 30, 2013

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

For the transition period from ____________ to____________

Commission File Number: 000-54527

~~SELWAY CAPITAL~~HEALTHCARE ~~ACQUISITION~~ CORPORATION OF AMERICA

(Exact name of the registrant as specified in its charter)

Delaware		27-4563770
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
66 Ford Road, Suite 230 Denville, NJ		07834
66 Ford Road, Suite 230 Denville, New Jersey		07834
(Address of principal executive offices)		(Zip Code)

(973) 983-6300

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes x No ¨~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x ☐ No ¨☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ (Do not check if a smaller reporting company) Smaller Reporting Company x☒

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

~~Number~~Yes ~~of shares~~☒ ofNo ~~common stock outstanding as of May 14, 2013: 10,442,457~~☐

Number of shares of common stock outstanding as of March 20, 2014: 8,832,692

Table of Contents

Page

		Page

PART I – FINANCIAL INFORMATION		2

ITEM 1.	FINANCIAL STATEMENTS	F-1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	2

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9

ITEM 4.	CONTROLS AND PROCEDURES	9

PART II – OTHER INFORMATION		9

ITEM 1.	LEGAL PROCEEDINGS	9

ITEM 1A. RISK FACTORS		10

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10

ITEM 3.	DEFAULT UPON SENIOR SECURITIES	10

ITEM 4.	MINE SAFETY DISCLOSURES	10

ITEM 5.	OTHER INFORMATION	10

ITEM 6.	EXHIBITS	10

PART I – FINANCIAL INFORMATION		2
ITEM 1.	FINANCIAL STATEMENTS	2
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	24
PART II – OTHER INFORMATION		25
ITEM 1.	LEGAL PROCEEDINGS	25
ITEM 1A.	RISK FACTORS	25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3.	DEFAULT UPON SENIOR SECURITIES	25
ITEM 4.	MINE SAFETY DISCLOSURES	25
ITEM 5.	OTHER INFORMATION	25
ITEM 6.	EXHIBITS	25

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

~~CAUTIONARY~~This ~~STATEMENT~~Report ~~REGARDING~~contains ~~FORWARD~~forward-looking statements ~~LOOKING~~within ~~INFORMATION~~the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report ~~that~~ are ~~not~~based ~~purely~~on ~~historical~~our ~~are~~current ~~forward-looking~~expectations ~~statements.~~and ~~Our~~beliefs ~~forward-looking~~concerning ~~statements~~future ~~include,~~developments ~~but~~and ~~are~~their ~~not~~potential ~~limited~~effects ~~to,~~on ~~statements~~us. ~~regarding~~There ~~our~~can orbe ~~our~~no ~~management’s~~assurance ~~expectations,~~that ~~hopes,~~future ~~beliefs,~~developments ~~intentions~~affecting orus ~~strategies~~will ~~regarding~~be ~~the~~those ~~future. In addition, any statements~~ that ~~refer~~we tohave ~~projections,~~anticipated. ~~forecasts~~These orforward-looking statements ~~other~~involve ~~characterizations~~a number of ~~future events or circumstances~~risks, ~~including~~ ~~any~~uncertainties ~~underlying~~(some ~~assumptions,~~of which are ~~forward-looking~~beyond ~~statements.~~our ~~The~~control) ~~words~~or ~~“anticipates,”~~other ~~“believe,” “continue,”~~assumptions ~~“could,”~~that ~~“estimate,”~~may ~~“expect,”~~cause actual ~~“intend,”~~results ~~“may,” “might,”~~or ~~“plan,”~~performance ~~“possible,”~~to ~~“potential,”~~be ~~“predict,”~~materially ~~“project,” “should,”~~different ~~“would”~~from ~~and~~those ~~similar~~expressed ~~expressions~~or ~~may~~implied ~~identify~~by these forward-looking statements,. ~~but~~These risks ~~the~~and ~~absence~~uncertainties ofinclude, ~~these words~~but ~~does~~are not ~~mean~~limited ~~that~~to, athose ~~statement~~factors isdescribed ~~not~~under ~~forward-looking.~~the ~~Forward-looking~~heading ~~statements~~“Risk inFactors,” which ~~this report may~~ include, ~~for~~among ~~example, statements~~other ~~about our~~things:

· ~~ability~~changing toprinciples ~~complete~~of agenerally ~~transaction~~accepted ~~with~~accounting ~~one or more target businesses~~principles;

· ~~success~~market inacceptance ~~retaining~~of ~~or recruiting, or changes required in,~~ our ~~officers or directors following our Business Transaction (as defined herein)~~products;

· ~~officers~~changes ~~and~~in ~~directors~~government ~~allocating~~regulations ~~their~~related ~~time~~ to ~~other businesses and conflicts of interest that might arise with our officers and directors with respect to~~ the ~~allocation~~pharmaceutical ~~of business opportunities and the consummation of any Business Transaction~~industry;

· ~~expectations~~changes ~~regarding~~in ~~the~~government ~~involvement~~regulations ofrelated ~~our~~to ~~management~~healthcare, ~~following our Business Transaction~~generally;

· ~~estimates~~fluctuations ~~regarding~~in ~~the~~customer operating expenses of our business before the consummation of our Business Transaction and the beliefs that we will have sufficient funds to operate for the next 18 months, assuming that our Business Transaction is not consummated during that timedemand;

· ~~potential~~management ~~inability~~of ~~to obtain additional financing to consummate our Business Transaction~~growth;

· ~~limited~~general ~~pool~~economic ~~of prospective target businesses~~conditions;

· ~~ability~~relationships ~~and~~with ~~the ability of our officers and directors to generate a number of potential investment opportunities~~suppliers;

· ~~potential~~overall ~~change~~economic inconditions ~~control~~and iflocal wemarket ~~acquire one or more target businesses for equity securities~~conditions;

· ~~public~~our ~~securities’~~ability ~~limited~~to ~~liquidity~~keep ~~and~~information ~~trading~~confidential; or

· ~~use~~the volume of ~~proceeds~~prescriptions ~~not~~for incertain ~~the~~drugs ~~trust~~or ~~account.~~drugs generally; and

~~The~~· ~~forward-looking~~retaining ~~statements~~key ~~contained~~customer ~~in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us~~relationships. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~Selway Capital~~Healthcare ~~Acquisition~~ Corporation of America

~~(a development~~Consolidated ~~stage~~Financial ~~company)~~Statements

~~CONDENSED BALANCE~~As ~~SHEETS~~of September 30, 2013

	March 31, 2013 (Unaudited)			December 31, 2012
ASSETS
Current assets
Cash	$	6,486		$	5,036
Interest Receivable		196			1,782
Prepaid Expenses		5,886			4,957
Total Current Assets		12,568			11,775
Investment held in trust		20,600,000			20,600,086
Due from underwriters		3,554			3,554
Total Assets	$	20,616,122		$	20,615,415
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	431,185		$	312,405
Deferred underwriting compensation of which up to $300,000 may be paid to redeeming shareholders		400,000			400,000
Deferred legal fees related to the offering		100,000			100,000
Note payable, stockholder		70,000			-
Total Current Liabilities		1,001,185			812,405
Warrant liability		3,900,000			2,253,333
Total Liabilities		4,901,185			3,065,738
Common stock subject to possible redemption, 1,500,000 shares (at redemption value)		15,150,000			15,150,000
Stockholders' equity
Preferred stock, $.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $.0001 par value; 30,000,000 shares authorized; 2,500,000 shares (including up to 1,500,000 shares subject to possible redemption) issued and outstanding		250			250
Additional paid-in-capital		5,098,941			5,098,941
Deficit accumulated during development stage		(4,534,254	)		(2,699,514	)
Total stockholders' equity		564,937			2,399,677
Total liabilities and stockholders' equity	$	20,616,122		$	20,615,415

F-1

~~The~~HEALTHCARE ~~accompanying notes~~CORPORATION ~~are~~OF ~~an integral part of these condensed financial statements~~AMERICA

2CONDENSED CONSOLIDATED BALANCE SHEETS

~~Selway~~As ~~Capital Acquisition~~of ~~Corporation~~September 30, 2013 and June 30, 2013

(a development stage company)

	September 30, 2013			June 30, 2013
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	3,434,173		$	1,792,026
Accounts receivable		1,848,006			1,251,579
Inventory		527,011			442,945
Rebates receivable		1,829,598			1,574,659
Prepaid expenses and other current assets		314,308			322,638

Total current assets		7,953,096			5,383,847
Property and equipment, net		1,217,471			1,236,734
Investment held in trust		-			8,652,482
Deferred financing costs, net		314,691			548,394
Software, net		326,928			262,142
Other assets		424,857			443,251

Total assets	$	10,237,043		$	16,526,850

Liabilities, Redeemable Securities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	6,104,688		$	5,214,355
Accrued expenses		3,061,762			2,428,033
Deferred revenue		1,144,052			495,286
Senior Convertible Note, net of debt discount		3,267,057			-
Line of credit		-			534,343
Current portion of capital leases		214,242			189,989
Other current liabilities		17,193			162,387

Total current liabilities		13,808,994			9,024,393

Incentive Notes		2,959,395			2,771,514
Capital leases, net of current portion		630,261			658,092
Derivative liabilities		3,444,376			3,559,188
Other liabilities		49,724			143,546

Total liabilities		20,892,750			16,156,733

Commitments and contingencies

Redeemable securities:
Redeemable common stock, $.001 par value; 839,965 shares issued and outstanding		-			8,651,639

Total redeemable securities		-			8,651,639

Stockholders’ deficit:

Common stock, $.0001 par value; 30,000,000 shares authorized; 8,953,494 shares issued and outstanding at September 30, 2013 and June 30, 2013		895			895
Additional paid-in capital		18,752,332			16,423,417
Accumulated deficit		(29,408,934	)		(24,705,834	)

Total stockholders’ deficit		(10,655,707	)		(8,281,522	)

Total liabilities, redeemable securities and stockholders’ deficit	$	10,237,043		$	16,526,850

~~CONDENSED STATEMENT~~The OFaccompanying ~~OPERATIONS~~notes are an integral part of these condensed financial statements.

F-2

HEALTHCARE CORPORATION OF AMERICA

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Three Months Ended September 30, 2013 and September 30, 2012

(Unaudited)

	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012 (Revised)			January 12, 2011 (date of inception) to March 31, 2013
	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Revenue	$	-		$	-		$	-
Sales	$	16,715,144		$	7,817,435
General and administrative expenses		192,625			109,244			656,409
Cost of sales		15,762,918			7,506,873
Loss from operations		(192,625	)		(109,244	)		(656,409	)
Gross Profit		952,226			310,562
Change in fair value of warrants		(1,646,667	)		(1,213,333	)		(3,900,000	)
Operating expenses:
Interest and dividend income		4,552			2,653			22,155
Selling, general and administrative		4,545,929			2,189,392
Net loss attributable to common stockholder not subject to possible redemption	$	(1,834,740	)	$	(1,319,924	)	$	(4,534,254	)
Loss from operations		(3,593,703	)		(1,878,830	)
Weighted average number of common shares outstanding, basic and diluted		2,500,000			2,500,000			1,775,805
Other income (expense):
Basic and diluted net loss per share	$	(0.73	)	$	(0.53	)	$	(2.55	)
Interest expense		(1,224,209	)		(127,026	)
Change in fair value of derivative liabilities		114,812			-
Total other income (expense)		(1,109,397	)		(127,026	)
Loss before provision for income taxes		(4,703,100	)		(2,005,856	)
Provision for income taxes		-			-
Net loss	$	(4,703,100	)	$	(2,005,856	)
Earnings per share:
Basic and diluted loss per share	$	(0.53	)	$	(0.05	)
Weighted average number of shares outstanding		8,953,494			40,000,009

The accompanying notes are an integral part of these condensed financial statements.

F-3

~~Selway~~HEALTHCARE ~~Capital Acquisition~~CORPORATION ~~Corporation~~OF AMERICA

(aConsolidated ~~development stage~~Statement ~~company)~~of Redeemable Securities and Stockholders' Deficit

~~CONDENSED STATEMENT~~For OFthe ~~CASH~~Three ~~FLOWS~~Months Ended September 30, 2013

(Unaudited)

Cash Flows from Operating Activities	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012 (Revised)			January 12, 2011 (date of inception) to March 31, 2013
							Stockholders’ Defecit
Net Loss	$	(1,834,740	)	$	(1,319,924	)	$	(4,534,254	)
	Redeemable Common Stock						Common Stock					Additional		Accumulated			Stockholders'
Adjustments to reconcile net loss to net cash used in operating activities:
	Shares			Amount			Shares			Amount		Paid-In Capital		Defecit			Deficit
Changes in fair value of warrant liability		1,646,667			1,213,333			3,900,000
Balance at July 1, 2013		839,965		$	8,651,639			8,953,494		$	895	$	16,423,417	$	(24,705,834	)	$	(8,281,522	)
Changes in operating assets and liabilities:
Recognition of beneficial conversion feature on the senior convertible note												$	654,144				$	654,144
Increase in interest receivable		1,586			(2,389	)		(196	)
Issuance of equity warrants in connection with the senior convertible note												$	1,154,144				$	1,154,144
Increase in interest earned on investments held in trust, net of $21,959 withdrawn from trust account since inception		86			(263	)		-
Issuance of equity warrants in connection with line of credit												$	88,730				$	88,730
Increase in receivables due from underwriters		-			-			(3,554	)
Purchase of redeemable common stock		(839,965	)	$	(8,651,639	)											$	-
Decrease (increase) in prepaid expenses		(929	)		10,964			(5,886	)
Cancelation of accrued underwriters fees												$	148,008				$	148,008
Increase in accounts payable and accrued expenses		118,780			60,277			402,392
Stock based compensation												$	283,889				$	283,889
Net cash used in operating activities		(68,550	)		(38,002	)		(241,498	)
Net loss		-			-			-			-		-		(4,703,100	)		(4,703,100	)
Cash Flows from Investing Activities
Balance at September 30, 2013		-		$	-			8,953,494		$	895		18,752,332	$	(29,408,934	)	$	(10,655,707	)
Investments held in trust		-			-			(20,600,000	)
Cash Flows from Financing Activities
Proceeds from note payable, stockholder		-			-			160,500
Repayment of note payable, stockholder		-			-			(160,500	)
Proceeds from note payable, related party		70,000			-			120,000
Repayment of note payable, related party		-			-			(50,000	)
Proceeds from issuance of stock to initial stockholder		-			-			25,000
Proceeds from public offering		-			-			20,000,000
Proceeds from issuance of warrants		-			-			1,750,000
Proceeds from underwriters unit purchase option		-			-			100
Payment of offering costs		-			(27,966	)		(997,116	)
Net cash (used in) provided by financing activities	$	70,000		$	(27,966	)	$	20,847,984
Net (decrease) increase in cash		1,450			(65,968	)		6,486
Cash at beginning of the period		5,036			156,483			-
Cash at the end of the period	$	6,486		$	90,515		$	6,486
Supplemental Disclosure of Non-Cash Financing Activities:
Deferred underwriter's compensation	$	-		$	-		$	400,000
Deferred legal fees related to the offering	$	-		$	-		$	100,000
Accrual of offering costs	$	-		$	-		$	28,792

The accompanying notes are an integral part of these condensed financial statements.

F-4

~~Selway~~HEALTHCARE ~~Capital~~CORPORATION ~~Acquisition~~OF ~~Corporation (a development stage company)~~AMERICA

~~NOTES TO THE~~ CONDENSED ~~FINANCIAL~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~NOTE~~For Athe —Three ~~DESCRIPTION~~Months OFEnded September ~~ORGANIZATION~~30, ~~AND~~2103 ~~BUSINESS~~and ~~OPERATIONS~~September 30, 2012

~~Selway Capital Acquisition Corporation~~ (~~a corporation in the development stage~~Unaudited) (the “Company” or “Selway”) was incorporated in Delaware on January 12, 2011. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (“Business Transaction”). The Company did not engage in any business operations nor generated any revenue during the three months ended March 31, 2013. Prior to the Business Transaction described in Note H, the Company was considered to be in the development stage as defined in FASB Accounting Standard Codification, or ASC 915, “Development Stage Entities.”

These unaudited condensed financial statements as of March 31, 2013, for the period from January 12, 2011 (inception) through March 31, 2013 and for the three months ended March 31, 2012 and 2013 have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements of the Company. In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the year.

	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Cash used in operating activities:
Net loss	$	(4,703,100	)	$	(2,005,856	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		101,598			52,000
Non cash interest expense		1,097,641			25,499
Stock-based compensation		283,889			-
Note-based compensation		18,394			-
Common stock issued to consultant		-			641,642
Mark to market adjustment on warrant liability		(114,812	)		-
Changes in assets and liabilities:
Accounts receivable		(596,427	)		(1,663,837	)
Rebates receivable		(254,939	)		157,497
Inventory		(84,066	)		(62,823	)
Prepaid expenses and other current assets		8,330			2,141
Accounts payable and accrued expenses		1,252,062			2,301,974
Deferred revenues		648,766			(250,000	)
Other		(2,278	)		(26,042	)

Total cash used in operating activities		(2,344,942	)		(827,805	)

Cash used in investing activities:
Purchase of property, equipment and software		(104,513	)		(94,426	)

Total cash used in investing activities		(104,513	)		(94,426	)

Cash from financing activities:
Proceeds from cash released from trust		8,652,482			-
Redemption of common stock		(8,651,639	)		-
Proceeds from notes payable		5,000,000			5,925,000
Repayments on line of credit		(534,343	)		-
Debt costs		(328,712	)		(631,106	)
Payments of capital leases		(46,186	)		(30,222	)

Total cash provided by financing activities		4,091,602			5,263,672

Net increase (decrease) in cash		1,642,147			4,341,441

Cash, beginning of period		1,792,026			488,801

Cash, end of period	$	3,434,173		$	4,830,242

~~These~~The ~~unaudited~~accompanying ~~condensed interim financial statements should be read in conjunction with the audited financial statements and~~ notes ~~thereto~~are ~~for~~an ~~the~~integral ~~period~~part ~~ended December~~of ~~31, 2012 included in the Company's Current Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 22, 2013. The accounting policies used in preparing~~ these ~~unaudited financial statements are consistent with those described~~condensed ~~in the December 31, 2012 audited~~ financial statements. The December 31, 2012 balance sheet is derived from the audited balance sheet included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the U.S. Securities and Exchange Commission on March 22, 2013 (the “Form 10-K”).

~~Revised Prior Period Amounts~~(Continued)

While preparing its financial statements for the three months ended March 31, 2013, the Company identified and corrected an error related to the accounting for the Company’s outstanding warrants for the period ending March 31, 2012. The Company determined that its outstanding warrants should have been accounted as a liability recorded at fair value and that this liability should be reF-measured at each reporting period with changes in fair value being reflected in the statement of operations. The determination of this accounting methodology was made as a result of potential adjustments to the exercise price of the warrants in certain circumstances as described in the warrant agreements which do not meet the criteria for equity treatment described in ASC 815-45-7D. This accounting did not result in a significant change to the financial statements for the period ended December 31, 2011 and therefore no changes were made to this period. The balance sheet and statement of operations for the period ended March 31, 2012 have been revised to reflect a warrant liability and corresponding warrant mark-to-market expense.5

~~The~~HEALTHCARE ~~adjustments~~CORPORATION toOF ~~the period ended March 31, 2012 are as follows:~~AMERICA

	Three Months Ended March 31, 2012
	As Reported			As Revised
Warrant Liability	$	-		$	1,213,333
Change in fair value of warrant liability		-			(1,213,333	)
Net loss		(106,591	)		(1,319,924	)
Net loss per share		(0.04	)		(0.53	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

5For the Three Months Ended September 30, 2013 and September 30, 2012

~~NOTE B — OFFERING AND BUSINESS OPERATIONS~~(Unaudited)

The registration statement for the Company's initial public offering (the “Offering”) was declared effective November 7, 2011 (the “Effective Date”). The Company consummated the Offering on November 14, 2011 and received gross proceeds of $20,000,000 as well as $1,750,000 from the sale of warrants to Selway Capital Holdings LLC, an affiliate of the Company’s officers and directors, on a private placement basis (see Note F). The Company offered 2,000,000 units at $10.00 per unit (“Units”). Each Unit consists of one callable Series A Share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant (“Warrant”). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $7.50 commencing on the later of (a) one year from the date of the prospectus for the Offering and (b) 30 days after the completion of a Business Transaction, and will expire five years from the date of the prospectus for the Offering. The Warrants will be redeemable by the Company at a price of $0.01 per Warrant upon 30 days prior notice after the Warrants become exercisable, only in the event that the last sale price of the Company’s common stock is at least $17.50 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given. In no event will the Warrants be redeemable for cash at a price greater than $0.01 per Warrant.

	Three Months Ended September 30, 2013		Three Months Ended September 30, 2012
Supplemental disclosures:

Interest	$	126,568	$	101,527

Income taxes	$	-	$	-

Conversion of other loans payable to equity	$	-	$	-

Equipment purchases under capital leases	$	42,608	$	-

Cost of raising capital written off against paid-in capital	$	-	$	-

Cancellation of accrued underwriters' fees	$	148,008	$	-

The ~~Company’s~~accompanying ~~management~~notes ~~had broad~~are ~~discretion~~an ~~with~~integral ~~respect~~part ~~to the specific application~~ of ~~the~~these ~~net proceeds of its Offering, although substantially all of the~~condensed ~~net~~financial ~~proceeds of the Offering were intended to be generally applied toward consummating a Business Transaction~~statements. An amount equal to approximately 103% of the gross proceeds of the Offering were held in a trust account (“Trust Account”) and invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”) with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act, until the earlier of (i) the consummation of a Business Transaction or (ii) the distribution of the Trust Account as described below.

The Company, after signing a definitive agreement for the acquisition of one or more target businesses could elect not to submit the transaction for stockholder approval. If no stockholder approval was sought, the Company could proceed with a Business Transaction if it was approved by its board of directors and less than 75.0% of the public stockholders exercise their redemption rights. Only in the event that the Company sought stockholder approval in connection with its Business Transaction, the Company would proceed with a Business Transaction only if a majority of the outstanding shares of common stock voted (calculated as of the close of business on the date set forth in the relevant proxy materials as the last date on which stockholders may vote their shares of common stock) were voted in favor of the Business Transaction. However, the Company’s sponsor’s, officers’, directors’ or their affiliates’ participation in privatelyF-negotiated transactions (as described in the Company’s prospectus for the Offering and solely in the event the Company sought stockholder approval), if any, could result in the approval of a Business Transaction even if a majority of the Company’s public stockholders indicated their intention to vote against, such Business Transaction. In connection with such a vote, if a Business Transaction was approved and consummated, stockholders may elect to redeem their shares of common stock for a pro-rata portion of the Trust Account. These shares of common stock were classified as temporary equity upon the completion of the Offering, in accordance with FASB ASC 480-10. Selway Capital Holdings, LLC (the “sponsor”) agreed, in the event the Company sought stockholder approval of a Business Transaction, to vote its initial shares in the same manner as a majority of the public stockholders who vote at the special or annual meeting called for such purpose. The sponsor and the Company’s officers and directors also agreed to vote shares of common stock acquired by them in the Offering or in the aftermarket in favor of a Business Transaction submitted to the Company’s stockholders for approval.6

~~The~~HEALTHCARE ~~Company’s~~CORPORATION ~~sponsor, officers~~OF and directors agreed that the Company would only have 18 months from the consummation of the Offering (such period commencing on November 14, 2011) to consummate its Business Transaction. If the Company did not consummate a Business Transaction within such 18 month period, it would (i) cease all operations except for the purposes of winding up; (ii) redeem 100% of its public shares of common stock for a per share pro rata portion of the trust account, net of any taxes payable on interest earned thereon (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of its net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. This 18-month period would have expired on May 14, 2013. As described in Note H, the Business Transaction was consummated on April 10, 2013. AMERICA

6NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~As ~~sponsor has waived its right to participate in any redemption with respect to its initial shares. However, if the sponsor or any~~ of ~~the~~September ~~Company’s officers~~30, ~~directors~~ or2013 ~~affiliates~~and ~~acquired~~June ~~shares of common stock in or after the Offering~~30, ~~they would be entitled to a pro rata share of~~ ~~the~~2013 ~~Trust Account upon the Company’s dissolution~~ and ~~liquidation~~for in the ~~event~~Three ~~the~~Months ~~Company~~Ended ~~did~~September ~~not~~30, ~~consummate~~2013 aand ~~Business Transaction~~September ~~within the required time period. In the event of such distribution~~30, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) would be less than the initial public offering price per Unit in the Offering.2012

~~Immediately prior to the Offering, the sponsor purchased, in a private placement, 2,333,333 warrants prior to the Offering at a price of $0.75 per warrant (a purchase price of $~~1~~,750,000) from the Company~~. ~~The~~Description ~~sponsor agreed that the warrants purchased by it would not be sold or transferred until 30 days following consummation~~ of a Business Transaction, subject to certain limited exceptions. If the Company did not complete a Business Transaction, then the proceeds would be part of the liquidating distribution to the public stockholders and the warrants issued to the sponsor would expire worthless. As described above, the fair value of the warrants are being recorded as a liability at their fair market value at each period. The difference between the fair value of the warrants and the purchase price paid by the sponsor was recorded as a contribution to capital.

AtSelway ~~the~~Capital ~~Offering,~~Acquisition ~~the Company entered~~Corporation ~~into~~(“SCAC” aor ~~Services Agreement with~~ “Selway”) ~~Capital~~was ~~LLC,~~originally ~~which~~incorporated isunder anthe ~~affiliate~~laws of ~~the~~Delaware ~~sponsor,~~on ~~for~~January ~~a monthly fee beginning November 14~~12, 2011, for upthe purpose ~~to 6 months,~~ of ~~$5,000~~acquiring ~~for~~one ~~office~~or ~~space,~~more ~~secretarial,~~operating ~~and~~businesses ~~administrative~~through ~~services.~~merger ~~Since~~or wecapital ~~had~~stock ~~not~~exchange. ~~completed a~~On ~~Business~~January ~~Transaction by May 14~~25, ~~2012~~2013, ~~Selway~~an ~~Capital~~agreement and ~~LLC~~plan ~~agreed~~of tomerger ~~provide~~(the ~~such~~“Merger”) ~~services~~was ~~free~~entered ofinto ~~charge~~between ~~until~~SCAC weand ~~completed~~Healthcare ~~a Business~~Corporation ~~Transaction~~of orAmerica ~~were forced to liquidate~~(“HCCA”). The ~~This~~Merger ~~agreement~~closed ~~would~~on ~~expire~~April ~~upon~~10, ~~the~~2013 ~~earlier~~with ofSCAC ~~the~~being ~~distribution or liquidation of~~ the ~~Trust~~surviving ~~Account~~entity toupon the ~~Company’s then-public stockholders or 18 months from the~~ consummation of the ~~Offering~~Merger (~~such period~~see ~~commencing~~Note ~~on November 14, 2011~~3). ~~The agreement expired on April 10, 2013.~~

~~The~~HCCA ~~sponsor~~and isits ~~entitled~~wholly-owned ~~to registration~~subsidiaries, ~~rights~~Prescription ~~pursuant~~Corporation ~~to a registration rights agreement signed on the date~~ of ~~the~~America ~~prospectus~~Benefits ~~for~~(“PCA ~~the~~Benefits”) ~~Offering. The sponsor is entitled to demand registration rights~~ and ~~certain~~Prescription ~~“piggy-back”~~Corporation ~~registration rights with respect to its shares~~ of ~~common~~America ~~stock~~(“PCA”), ~~the~~are ~~warrants~~engaged ~~and~~in ~~the~~providing ~~common~~benefits ~~stock~~management ~~underlying~~and ~~the~~mail ~~warrants,~~order ~~commencing~~pharmaceutical onfulfillment ~~the~~services ~~date~~to ~~such~~companies ~~common~~primarily ~~stock or warrants are released from escrow. The Company will bear the expenses incurred~~ in ~~connection with~~ the ~~filing~~northeast United ~~of any such registration statements~~States.

~~The~~On ~~Company~~June ~~paid the~~3, ~~underwriters~~2013, aSCAC ~~2.5%~~amended ~~underwriting~~its ~~discount in connection with the offering. The following additional contingent fees~~articles ~~would become payable: (A) a contingent fee equal to 2.0%~~ of ~~the~~incorporation ~~aggregate Offering amount, payable~~ to ~~the~~change ~~underwriters, provided,~~its ~~however,~~name ~~that the underwriters would not receive the deferred underwriting discount with respect~~ to ~~those~~Healthcare ~~units~~Corporation ~~as to~~of ~~which~~America ~~the~~(collectively ~~component shares had been redeemed for cash in connection~~ with aits ~~Business Transaction~~subsidiaries, ~~and (B) at~~ the closing date of any sale, 5% of the gross proceeds from the sale of any shares of the Company's common stock that were issued prior to or in conjunction with the Business Transaction in the event that such sale is attributable to services rendered by Aegis Capital Corp. (“~~Aegis~~Company”)~~, the representative of the underwriters of the Offering~~. ~~On April 10, 2013, contingent fees of $112,788 and $139,204 were paid to Chardan Capital Markets, LLC and Aegis, respectively, in connection with the Business Transaction.~~

~~Additionally,~~On ~~the~~April ~~Company sold to Aegis~~22, ~~for $100~~2013, ~~as additional compensation, an option to purchase up to a total of 100,000 units at $12.50 per unit. The Company estimated based upon a Black- Scholes model, that~~ the fair value of the option on the date of sale would be approximately $449,000 using an expected life of five years, volatility of 59.5%, and a risk-free interest rate of 0.91%. However, because the units do not have a trading history, the volatility assumption was based on information currently available to the Company~~. The Company~~’s ~~believed~~board ~~the volatility estimate calculated was a reasonable benchmark to use in estimating the expected volatility~~ of ~~the~~directors ~~units. The~~approved ~~volatility calculation was based on~~ the ~~most~~change ~~recent trading day average volatility~~ of ~~publicly~~its ~~traded~~fiscal companies in the technology, defense and security, telecommunications and small-cap sectors. Although an expected life of five years was used in the calculation, if the Company does not consummate a Business Transaction within the prescribed time period and automatically dissolves and subsequently liquidates the trust account, the option will become worthless. The underwriters’ option is exercisable at any time, in whole or in part, commencing on the later of the consolidation of each series of our common stock into one class of common stock after consummation of a Business Transaction, post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be, or one year ~~from~~end ~~the date of the prospectus for the Offering and expiring on the earlier of five years~~ from ~~the date~~December of31 ~~the prospectus for the Offering or the day immediately prior~~ to ~~the~~June ~~day on which the Company and all of its predecessors and successors have been dissolved~~30. ~~The units issuable upon exercise of this option are identical to the Units in the Offering.~~

On November 7, 2013, the board of directors approved the change of its fiscal year end back to December 31.

The ~~Company~~accompanying ~~effected~~historical ~~a 1-for-1.090909~~consolidated ~~reverse~~financial ~~stock~~statements ~~split~~represent ~~of all~~ the ~~outstanding~~financial ~~shares~~position ~~of common stock on October 24, 2011~~ and aresults ~~1 for 1.375 reverse stock split~~ of ~~all~~ ~~the~~operations ~~outstanding shares~~ of ~~common~~HCCA ~~stock~~through onApril ~~November 3~~10, ~~2011.~~2013 ~~Accordingly, all common share~~ and ~~per~~the ~~common share amounts for~~financial ~~all~~position ~~periods presented in these financial statements~~ and ~~notes~~results ~~thereto~~of ~~have~~operations ~~been~~of ~~adjusted~~the ~~retroactively,~~Company ~~where~~thereafter ~~applicable,~~(See toNote ~~reflect these reverse stock splits~~3).

~~NOTE~~2. ~~C—INVESTMENT~~Liquidity ~~HELD IN~~and ~~TRUST~~Financial Condition

~~Subsequent~~The toCompany ~~the Offering,~~has ana ~~amount~~working ofcapital ~~$20,600,000~~deficit ~~(including~~and ~~$400,000~~a history of ~~deferred~~recurring ~~underwriters~~losses ~~fees)~~and ~~was~~negative ~~deposited~~cash inflows ~~the~~from ~~Trust~~operating ~~Account~~activities. ~~held~~As ~~with~~of September ~~the~~30, ~~Company’s~~2013 ~~stock~~and ~~transfer~~June ~~agent~~30, ~~American Stock Transfer~~2013, ~~and invested only in United States “government securities” within~~ the ~~meaning~~Company ofhas ~~Section 2(~~a~~)(16)~~ ofworking ~~the~~capital ~~Investment~~deficit ~~Company~~of ~~Act~~$5,855,898 ofand ~~1940~~$3,640,546, ~~having~~respectively aand stockholders’ ~~maturity~~deficit of ~~180~~$10,655,707 ~~days~~and or$8,281,522, ~~less~~respectively. ~~until~~During the ~~earlier~~three ofmonths ~~(i)~~ended ~~the~~September ~~consummation~~30, of2013 aand ~~Business~~the ~~Transaction~~six ormonths ~~(ii)~~ended June ~~liquidation~~30, of2013, the Company. ~~During~~incurred ~~the~~net ~~three~~losses ~~months~~of ~~ended~~$4,703,100 ~~March~~and 31$14,066,292, ~~2013~~respectively, ~~the~~and ~~United~~negative ~~States~~cash ~~government~~flows ~~securities~~from ~~were~~operating activities inof an$2,344,942 ~~account~~and at$4,784,185, ~~Wells Fargo~~respectively. ~~Bank~~Collectively, ~~while~~these ~~the~~factors ~~cash~~raise ~~amount~~substantial doubt ~~was~~about inthe aCompany’s JPability ~~Morgan~~to ~~Chase~~continue ~~cash~~as ~~account~~a going concern.

AsThe ~~of March 31, 2013, investment securities in the~~ Company’s ~~Trust~~is ~~Account~~currently ~~had~~making ~~a carrying value of $20,600,000 made up of $10,499,449 (excluding accrued~~efforts ~~interest)~~to inraise ~~Treasury~~capital ~~Bills and $10,100,551~~ in ~~cash.~~the ~~The~~form ~~Treasury Bills had a maturity value~~ of ~~$10,500,000~~debt and/or ~~mature on April 18, 2013~~equity. ~~For~~No ~~the~~assurance ~~period~~can ~~from~~be ~~January~~given ~~12,~~that ~~2011 (inception) through March 31, 2013,~~ the ~~Company~~debt ~~withdrew from the trust account $21,959 of interest earned on the investments held in trust in accordance with the trust agreement. The Company classifies its United States Treasury~~ and/or ~~equivalent~~equity ~~securities~~can asbe ~~held-to-maturity~~raised ~~in accordance with FASB ASC 320, “Investments — Debt~~ and ~~Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent~~if toavailable ~~hold~~it ~~until~~will ~~maturity.~~be ~~Held-to-maturity treasury securities are recorded at amortized cost~~ on ~~the~~terms ~~accompanying~~acceptable ~~balance~~to ~~sheets and adjusted for~~ the ~~amortization or accretion of premiums or discounts~~Company. ~~The carrying amount, excluding accrued interest income, gross unrealized holding gains and fair value of held to maturity securities at March 31, 2013 were as follows:~~

	Carrying Amount		Gross Unrealized Holding Gains / (Loss)		Fair Value
U.S. Treasury Securities Held-to-maturity:
As of March 31, 2013	$	10,499,449	$	373	$	10,499,822
As of December 31, 2012	$	20,599,570	$	3,564	$	20,603,135

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~The company has accreted a portion of the discount on these Securities and recognized $196 of related interest income~~3. ~~Such~~The ~~amount is included in interest receivable on the accompanying March 31, 2013 balance sheet bringing the amortized cost basis to $10,499,645.~~Merger

~~NOTE~~On DJanuary —25, ~~SUMMARY~~2013, OFan ~~SIGNIFICANT~~Agreement and Plan ~~ACCOUNTING~~of ~~POLICIES~~Merger (the “Agreement”) was entered into by and among the Company, Selway Merger Sub, Inc., a New Jersey corporation and wholly owned subsidiary of the Company (“Merger Sub”), HCCA, PCA, and representatives of HCCA and the Company. On April 10, 2013 (the “Closing Date”), the Merger and other transactions contemplated by the Agreement closed.

~~Development~~Pursuant ~~stage~~to ~~company~~the Agreement, Merger Sub merged with and into HCCA, resulting in HCCA becoming a wholly owned subsidiary of the Company. PCA and PCA Benefits, a dormant entity, remain wholly owned subsidiaries of HCCA.

The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At March 31, 2013, the Company had not commenced any operations nor generated revenue to date. All activity through March 31, 2013, relates to the Company’s formation, the Offering as well as the beginning efforts to identify a prospective target business. The Company will not generate any operating revenues until after completion of its Business Transaction. The Company does generate nonF-~~operating income in the form of interest income on the designated Trust Account.~~7

8HEALTHCARE CORPORATION OF AMERICA

~~Net~~NOTES ~~loss~~TO ~~per~~CONSOLIDATED FINANCIAL ~~common~~STATEMENTS ~~share~~(Continued)

~~The~~As ~~Company complies with accounting and disclosure requirements~~ of ~~FASB~~September ~~ASC 260~~30, ~~“Earnings~~2013 ~~Per~~and ~~Share.”~~June ~~Net loss per common share is computed by dividing net loss by the weighted average~~30, ~~number~~2013 ofand ~~common shares outstanding~~ for the ~~period.~~Three ~~The~~Months ~~effect~~Ended ofSeptember ~~the 2~~30,~~000,000~~ ~~outstanding~~2013 ~~warrants issued in connection with the Offering, the 2,333,333 outstanding warrants issued in connection with the private placement~~ and ~~the~~September ~~100~~30,~~000~~ units (and underlying shares and warrants) issued in connection with the underwriters’ purchase option have not been considered in diluted loss per share calculations since the effect of such securities would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the period.2012

~~Fair~~3. The ~~value~~Merger ~~of financial instruments~~(Continued)

~~Under~~Holders ~~FASB~~of ~~ASC~~all ~~820,~~of ~~“Fair~~the ~~Value~~issued ~~Measurements~~ and ~~Disclosures,”~~outstanding weshares ~~are~~of ~~required~~common stock of HCCA immediately prior to ~~record~~the ~~certain~~time ~~financial~~of ~~assets~~the ~~and~~Merger ~~liabilities~~had ateach ~~fair~~of ~~value~~their ~~and~~shares ~~may~~of ~~choose~~common stock of HCCA converted into the right to ~~record~~receive: ~~other~~(i) ~~financial~~a ~~assets~~ proportional amount of 5,200,000 shares of the Company’s Series C common stock and ~~financial~~promissory notes ~~liabilities~~with atan ~~fair~~aggregate face value asof ~~well.~~$7,500,000 ~~Also~~(collectively, ~~under~~the ~~U.S.~~“Closing ~~GAAP,~~Payment”); weplus ~~are~~(ii) ~~required~~a proportional amount of up to ~~record~~2,800,000 ~~nonfinancial~~shares ~~assets~~of ~~and~~the ~~liabilities~~Company’s common stock, if any, (the “Earn-out Payment Shares”) issuable upon atthe ~~fair~~Company ~~value~~achieving ~~due~~certain toconsolidated ~~events~~gross ~~that~~revenue ~~may~~thresholds oras ~~may~~more ~~not~~fully ~~recur~~described inbelow; plus (iii) the ~~future~~right to receive a proportional amount of the proceeds from the exercise of certain warrants being issued to Selway Capital Holdings, ~~such~~LLC, Selway’s sponsor, as anmore ~~impairment~~fully ~~event~~described below. ~~When~~A weportion ~~are~~of ~~required~~the toClosing ~~record such~~Payment ~~assets~~(520,000 shares and ~~liabilities~~promissory atnotes ~~fair~~with an aggregate face value of $750,000) ~~that~~was ~~fair~~being ~~value~~held isin ~~estimated~~escrow ~~using~~for ana ~~exit~~period ~~price,~~of ~~representing~~12 months following the ~~amount~~Merger ~~that~~to ~~would~~satisfy indemnification obligations beof ~~received~~HCCA. toEffective ~~sell~~December an20, ~~asset~~2013, orthe ~~paid~~escrowed toportion ~~transfer~~of the Closing Payment, together with a ~~liability~~portion inof anthe ~~orderly~~shares ~~transaction~~issued to ~~between~~HCCA’s ~~market~~investment ~~participants.~~banking ~~That~~advisor ~~fair~~(an ~~value is~~aggregate ~~determined~~of ~~based~~546,002 onshares, ~~significant~~and ~~inputs~~promissory ~~contained~~notes inwith aan ~~fair~~aggregate face value ~~hierarchy~~of $750,000) aswere ~~follows:~~released from escrow and cancelled.

Level 1	Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date.
Level 2	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3	Unobservable inputs for the asset or liability.

The promissory notes included in the Closing Payment are non-interest bearing and subordinated to all senior debt of the combined company in the event of a default under such senior debt. The notes will be repaid from 18.5% of the Company’s free cash-flow (as defined) in excess of $2,000,000. The Company will be obligated to repay such notes if, among other events, there is a transaction that results in a change of control of the Company. The Company valued the notes at $1,977,570, which represented the present value of the estimated future cash flows to be generated by the combined companies discounted using an interest rate reflective of the uncertainty and credit risk of the notes.

~~The~~Certain ~~determination~~members of ~~where~~HCCA’s ~~assets and liabilities fall within~~management ~~this~~received ~~hierarchy~~an isaggregate ~~based~~of ~~upon~~1,500,000 ~~the~~shares ~~lowest level~~ of ~~input~~our ~~that~~common isstock ~~significant to~~ (the ~~fair value measurement.~~

~~The~~“Management ~~following~~Incentive ~~tables~~Shares”), which ~~present~~shares ~~information~~were ~~about~~placed ~~the Company’s~~in ~~assets~~escrow and ~~liabilities~~subject ~~that~~to ~~are~~release ~~measured~~in atthree ~~fair~~installments ~~value~~through onJune a30, ~~recurring~~2015. ~~basis~~Subsequently, ascertain members of ~~March~~HCCA 31management agreed to cancel an aggregate of 750,000 ~~2013~~shares ~~and~~pursuant ~~December~~to rescission agreements entered into June 2013. Of 31the remaining Management Incentive Shares outstanding, ~~2012~~400,000 shares have vested but remain in escrow until June 30, 2014 and 350,000 ~~indicates~~shares ~~the~~will ~~fair~~vest ~~value~~on ~~hierarchy~~June of30, ~~the~~2015 ~~valuation~~and ~~techniques~~will ~~the~~remain ~~Company~~in ~~utilized~~escrow tountil ~~determine~~June ~~such fair~~30, ~~value:~~2015.

Description	March 31, 2013		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
United States Treasury Securities	$	10,499,822	$	10,499,822	$	-	$	-
Liabilities:
Warrant Liability	$	3,900,000	$	-	$	3,900,000	$	-

As part of the Merger, Selway’s net liabilities, consisting primarily of warrant liabilities, were assumed. As part of its Initial Public Offering, Selway issued 2,000,000 warrants, with an exercise price of $7.50 and an expiration date of November 6, 2016 (“Selway IPO Warrants”). These warrants are classified as liabilities based on certain anti-dilution features. The Selway IPO Warrants were recorded at $4,018,000 based on the closing price of the warrants on the date of Merger.

Description	December 31, 2012		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
United States Treasury Securities	$	20,603,135	$	20,603,135	$	-	$	-
Liabilities:
Warrant Liability	$	2,253,333	$	-	$	2,253,333	$	-

The Earn-out Payment Shares, if any, will be issued as follows: (i) 1,400,000 shares if the Company achieves consolidated gross revenue of $150,000,000 for the twelve months ended March 31, 2014 or June 30, 2014; and (ii) 1,400,000 shares if the Company achieves consolidated gross revenue of $300,000,000 for the twelve months ended March 31, 2015 or June 30, 2015. In the event the Company does not achieve the first earn-out threshold, but does achieve the second earn-out threshold, then all of the Earn-out Payment Shares shall be issued. If the Company consolidates, merges or transfers substantially all of its assets prior to June 30, 2015 at a valuation of at least $15.00 per share, then all of the Earn-out Payment Shares not previously paid out shall be issued immediately prior to such transaction. If, prior to achieving either earn-out threshold the Company acquires another business in exchange for its equity or debt securities, then any remaining earn-out thresholds may be adjusted by the independent members of the Company’s board of directors at their sole discretion. The Company estimates that it will not achieve any of the abovementioned revenue targets and therefore no provision has been made for the Earn-out Payment Shares.

~~Warrant~~The ~~Liability:~~Agreement ~~The~~required ~~fair~~10% ~~value~~of the consideration, or 520,000 shares of the ~~derivate~~Company’s ~~warrant~~Series ~~liability~~C ~~was~~common ~~determined~~stock byand ~~the~~promissory ~~Company~~notes ~~using~~with ~~the~~a ~~quoted~~face ~~market~~value ~~prices~~of $750,000 to be held in escrow for ~~the~~a ~~publicly~~period ~~traded~~of ~~warrants~~one year. On ~~reporting~~As ~~dates~~a ~~where~~result ~~there~~of ~~are~~the noinvestigation ~~active~~and ~~trades~~subsequent restatement, in December 2013 these shares of stock and promissory notes were returned to the Company. ~~uses~~Also in December 2013, the ~~last~~rights ~~reported~~to ~~closing~~additional ~~trade~~proceeds ~~price~~from the exercise of ~~the~~certain warrants issued to ~~determine the~~Selway ~~fair~~Capital ~~value~~Holdings, ~~(Level~~LLC 2)as part of the merger were cancelled.

~~United~~In ~~States~~connection ~~Treasury~~with ~~Securities:~~a ~~The~~bridge financing (the ~~Company~~“Bridge ~~used~~Financing”) ~~Level~~completed 1by ~~inputs~~HCCA in September 2012, HCCA issued 59.25 units, each unit consisted of 10,000 Convertible Preferred Shares, a warrant for 5,000 shares of common stock that, upon a merger with Selway, converted to warrants with the same terms as Selway IPO warrants and a Promissory Note with a face value of $100,000 (“Promissory Notes”). At the Utime of the Merger, holders of all of the issued and outstanding shares of preferred stock of HCCA, by virtue of the Merger, had each of their shares of Preferred Stock of HCCA converted into the right to receive a proportional amount of 592,500 shares of the Company’s Series C common stock and warrants to purchase 296,250 shares of the Company’s Series C common stock.S. ~~Treasury~~If ~~securities~~a Merger with Selway or equivalent, as defined in ~~our~~the ~~trust~~Preferred ~~account~~Stockholder ~~for~~agreement, ~~disclosure~~occurred ~~purposes~~before the maturity date of the promissory notes, the preferred stock converted on a 1 to 1 basis into Series C Common Stock of Selway. If such Merger did not occur, then at the maturity of the Promissory Notes, the Preferred Stock converted into 3.7% of common stock of HCCA on a fully diluted basis. Upon issuing the preferred stock, HCCA determined the contingent beneficial conversion feature to the holders of the Preferred Stock if the Merger with Selway occurred to be $3,532,858 and recorded that as a deemed dividend to the Preferred Stockholders upon the closing of the Merger.

~~We have other non~~F-~~derivative financial instruments, such as cash, a note receivable, pre-paid expenses, accounts payable, and accrued expenses whose carrying amounts approximate fair value.~~8

9HEALTHCARE CORPORATION OF AMERICA

~~Concentration~~NOTES ofTO ~~credit~~CONSOLIDATED FINANCIAL ~~risk~~STATEMENTS (Continued)

AtAs ~~March~~of 31September 30, 2013, ~~financial~~and ~~instruments~~June ~~that potentially expose~~30, ~~the~~2013 ~~Company to credit risk consist of cash~~ and ~~cash~~for ~~held~~the inThree ~~Trust~~Months ~~Account.~~Ended ~~The~~September ~~Company maintains its cash balances in various financial institutions. The Company maintains cash in accounts which~~30, at2013 ~~times,~~and ~~exceeds insurance limits. The Company has not experienced any losses in connection with these accounts.~~September

~~Cash~~The warrants issued in connection with the bridge loan were initially exercisable at $7.50 into shares of common stock of HCCA and ~~cash~~expired ~~equivalents~~on November 7, 2016. The warrants contained certain anti-dilution that caused them to be classified as liabilities. Upon completion of the Merger with Selway, the warrants became exercisable in Series C shares of Common Stock of Selway. The exercise price and expiration date remained the same.

The Promissory Notes bore interest at 8%, were convertible into 10,000 shares of Series C Common Stock if a transaction with Selway occurred and matured on the earlier of a transaction with Selway or September 12, 2013. HCCA allocated the value received from the sale of the units first to the estimated fair value of warrants. The residual value was then allocated to the preferred stock and promissory note based on their relative fair values. As a result of the allocation, HCCA recorded a debt discount of $2,445,242. The debt discount was amortized to interest expense over the term of the Promissory Note. HCCA recorded interest expense of $1,732,047, including $1,018,851 to recognize the unamortized debt discount at the transaction date in the period ending June 30, 2013. HCCA recorded interest expense of $713,196 related amortization of the debt discount in the year ended December 31, 2012. Upon issuing the promissory notes, HCCA determined the contingent beneficial conversion feature to the holders of the Promissory Notes, if they converted into shares of Selway and recorded additionally $1,182,327, as additional interest expense upon the conversion of the promissory notes. In accordance with the terms of the promissory notes issued in the Bridge Financing, at the time of the Merger, notes in the aggregate amount of $3,159,624 (including principal and interest accrued to date) were converted into 315,959 shares of the Company’s ~~considers~~Series ~~all~~C ~~highly~~common ~~liquid~~stock and ~~investments~~notes ~~purchased~~in the aggregate principal amount of $3,025,000 were repaid in full. The promissory note included in the Bridge Financing was only convertible into shares of common stock if the transaction with anSelway ~~original~~closed before the maturity of ~~three~~the ~~months~~note. orAt ~~less~~the issuance of the Bridge Financing, the Company determined that a contingent beneficial conversion feature existed representing the difference in the value of the underlying shares and the allocated value to bethe ~~cash~~promissory ~~equivalents~~note. Upon closing of the transaction, the Company recognized the contingent beneficial conversion feature and recorded $1,182,327 as additional interest expense in the period ended June 30, 2013.

~~Use~~In connection with the Bridge Financing, HCCA executed a registration rights agreement that required it to register the shares underlying the Bridge Financing if the transaction was completed. The agreement required HCCA to file a registration statement within 60 days of the completion of the transaction with Selway and have the registration statement declared effective within 120 days. The agreement requires damages of 1% per month of the Bridge Financing, capped at 10%, for each month the Company does not comply with the requirement. As a result of the restatements and investigation (see the Company’s financial statements for the six month period ending June 30, 2013), the Company concludes that it is probable it will not file a registration statement and have declared within the period required and estimates that it will incur the maximum damages under the agreement. The Company recorded $592,500 to interest expense for the period ended June 30, 2013. This amount is included in accrued expenses as of September 30, 2013.

~~The~~In ~~preparation~~conjunction ~~of financial statements in conformity~~ with ~~accounting principles generally accepted in~~ the ~~United~~merger ~~States~~ of ~~America requires management to make estimates and assumptions that affect~~Merger ~~the~~Sub ~~reported~~into amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.HCCA:

~~Income~~· ~~tax~~The Company entered into exchange agreements with three beneficial holders of HCCA’s bridge loan who were also beneficial holders of greater than 5% of the Company’s Series A common stock. Pursuant to the exchange agreements, such holders converted an aggregate of 281,554 shares of the Company’s Series A common stock to the Company’s Series C common stock. In conjunction with the exchange, such holders were repaid bridge notes in the aggregate principal amount of $3,025,000.

· The Company ~~complies~~entered ~~with~~into ~~FASB~~exchange ~~ASC~~agreements ~~740,~~with ~~"Income~~three ~~Taxes,"~~beneficial ~~which~~holders ~~requires~~of angreater ~~asset~~than ~~and~~5% ~~liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases~~ of ~~assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to~~ the ~~periods in which the differences are expected to affect taxable income. The~~ Company'’s ~~deferred~~Series ~~tax~~A ~~asset~~common ~~at March 31, 2013, relating to expenses recorded for book purposes which are not yet deductible for tax purposes, is approximately $253,321~~stock. ~~Valuation~~Pursuant ~~allowances are established, when necessary,~~ to ~~reduce deferred tax assets to~~ the ~~amount~~exchange ~~expected to be realized. The Company established a valuation allowance against the entire deferred tax asset at March 31~~agreements, ~~2013.~~such ~~The~~holders ~~Company~~converted ~~complies~~an ~~with~~aggregate ~~the provisions~~ of Financial Accounting Standards Board Accounting Standard Codification or FASB ASC 740-10-25 which establishes recognition requirements for the accounting for income taxes. The section prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized878,481 ashares ~~tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as~~ of ~~March~~the ~~31, 2013. The~~ Company’s ~~recognizes~~Series ~~accrued interest~~A ~~and~~common ~~penalties~~stock ~~related~~ to ~~unrecognized~~the ~~tax~~Company’s ~~benefits~~Series asC ~~income~~common ~~tax~~stock ~~expense. No amounts were accrued for the payment of interest~~ and ~~penalties~~received ~~at March 31, 2013~~$3.53 ~~The~~per ~~Company~~share ~~is currently not aware~~ of ~~any~~Series ~~issues~~A ~~under~~common ~~review~~stock ~~that could result in significant payments~~exchanged, ~~accruals~~ or ~~material~~an ~~deviation~~aggregate ~~from~~of ~~its position. The Company's income tax returns for the years ended December 31~~$3, ~~2011 and December 31~~101, ~~2012 are subject to examination by federal, state and local tax authorities~~038.

~~NOTE E — RELATED PARTY TRANSACTIONS~~F-9

OnHEALTHCARE ~~February~~CORPORATION ~~23,~~OF 2011, the Company issued to its sponsor (i) 575,000 shares of restricted common stock (75,000 of which were forfeited on December 20, 2011 because the underwriters’ over-allotment option was not exercised), for an aggregate amount of $25,000 in cash. All common share amounts and per common share amounts have been retroactively adjusted, where applicable, to reflect the forfeiture of the overallotment. The purchase price for each share of common stock was approximately $0.043 per share. The sponsor has agreed that the shares of common stock purchased by it prior to consummation of the Offering will not be sold or transferred until 12 months following consummation of a Business Transaction, subject to certain limited exceptions.AMERICA

10NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As ~~mentioned in Note B above, the Company paid Selway~~ ~~Capital LLC a total~~ of ~~$5,000~~September ~~per month for office space~~30, ~~administrative~~2013 ~~services~~ and ~~secretarial~~June ~~support for a 6 month period beginning November 14~~30, ~~2011~~2013 and ~~ending~~for ~~May 14, 2012. Since~~ the ~~Company~~Three ~~had~~Months ~~not~~Ended ~~completed~~September ~~a Business Transaction by May 14~~30, ~~2012,~~2013 ~~Selway~~and ~~Capital LLC agreed to provide such services free of charge until the Company completed a Business Transaction or was forced to liquidate.~~September

~~The~~· ~~Company~~An ~~issued~~aggregate ~~unsecured~~of ~~promissory~~$11,948,361 ~~notes~~was toreleased from the ~~sponsor for~~Company’s ~~$35,000,~~trust ~~$25~~account,~~000,~~ ~~and~~reflecting ~~$10,000~~the onnumber ~~January~~of ~~29,~~shares ~~2013,~~of ~~February~~the 1,Company’s ~~2013,~~Series ~~and~~A ~~March~~common ~~21,~~stock ~~2013,~~that ~~respectively.~~were ~~The~~converted ~~notes~~into ~~were~~the ~~non-interest bearing~~Company’s ~~and~~Series ~~payable~~C ~~upon~~common ~~closing~~stock, of ~~the~~which ~~business~~$237,007 ~~combination.~~was ~~Due~~paid to the ~~short-term~~underwriters ~~nature~~from of the ~~notes,~~Company’s ~~the~~initial ~~fair~~public ~~value~~offering. ofThe ~~the notes~~Company ~~approximates~~incurred ~~their~~other ~~carrying~~costs ~~amount.~~related ~~All~~to ofthe ~~these~~transaction ~~notes~~totaling ~~were~~$577,069 ~~paid~~and inrecorded ~~full~~both onthese ~~April~~costs ~~10,~~and ~~2013~~the incosts ~~conjunction~~paid ~~with~~to the ~~closing of~~underwriters ~~the~~as ~~Company’s~~a ~~Business~~reduction ~~Transaction~~to ~~with~~Additional ~~Healthcare~~Paid ~~Corporation~~In ~~of America~~Capital.

~~NOTE~~· ~~F—COMMON~~The ~~STOCK~~placement ~~AND~~warrants ~~WARRANTS~~held by the Company’s founders were converted into the right to receive: (i) an aggregate of 100,000 shares of common stock; and (ii) warrants to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of $10.00 per share. The proceeds from the exercise of the exchange warrants will be paid: (i) 75% to the holders of all of the issued and outstanding shares of common stock of HCCA immediately prior to the time of the merger; and (ii) 25% to certain members of HCCA management. The exchange warrants are only exercisable for cash, may not be exercised on a cashless basis, and must be exercised if the closing price for the combined company’s common stock exceeds $12.00 per share for 20 trading days in any 30-trading-day period. On November 22, 2013, the Company cancelled these warrants and issued a new warrant to purchase 1 million shares of common stock. The replacement warrant was recorded to additional paid in capital. Per the terms of the warrant agreement, the warrant’s initial exercise price was $7.50 per share, subject to adjustment upon the first subsequent financing of the Company. This financing occurred on December 31, 2013 upon which the exercise price of this warrant was adjusted from $7.50 to $1.50. The new warrants do not include the provision to share the exercise proceeds with former shareholders of HCCA or management. The Company will record a charge in the quarter ended December 31, 2013 reflecting the value of the modification to the warrant.

~~The~~Pursuant ~~Company~~to ~~effected~~an aengagement ~~1-for-1.090909~~letter entered ~~reverse~~into ~~stock~~by ~~split~~HCCA ~~of all~~with ~~the~~its ~~outstanding~~investment ~~shares~~banking ofadviser, ~~common~~5% ~~stock~~of onall ~~October~~consideration ~~24,~~received ~~2011~~was ~~and~~owed ato 1the ~~for 1~~adviser.~~375~~ ~~reverse~~Accordingly the ~~stock~~Company ~~split~~issued 335,000 shares of ~~all~~common ~~the~~stock ~~outstanding~~representing ~~shares~~ 5% of the common stock onand ~~November~~incentive 3stock, ~~2011.~~as ~~Accordingly~~adjusted, ~~all~~received by ~~common~~HCCA ~~share~~ and ~~per~~issued ~~common~~an ~~share~~incentive ~~amounts~~note ~~for~~of ~~all~~$500,000 ~~periods~~representing ~~presented~~5% inof ~~these financial~~the ~~statements~~incentive ~~and~~ notes ~~thereto~~issued ~~have~~to ~~been~~HCCA. ~~adjusted~~The ~~retroactively,~~present ~~where~~value ~~applicable,~~of the incentive note was recorded to ~~reflect~~additional ~~these~~paid ~~reverse~~in ~~stock~~capital ~~splits~~and is included in liabilities assumed.

The ~~Company's~~business ~~Amended~~combination ~~and Restated Certificate~~ of ~~Incorporation~~ ~~has~~the ~~designated~~Company ~~Series~~and A,HCCA ~~Series~~was Baccounted ~~and~~for ~~Series~~as Ca ~~shares~~reverse ~~out~~recapitalization of ~~the~~HCCA, ~~Company's~~since ~~common stock. All outstanding shares~~ prior to the ~~Offering were~~merger ~~designated~~the ~~Series~~Company Cwas ~~shares~~a shell corporation as ~~further~~defined ~~described~~under ~~below.~~Rule ~~On November 14, 2011, investors purchased~~ 12b-2~~,000,000~~ ~~Units~~of in the ~~Offering, with~~Exchange ~~each~~Act. ~~Unit~~HCCA ~~consisting~~was oftreated ~~one~~as ~~callable~~the ~~Series~~accounting Aacquirer ~~share and one redeemable warrant to purchase one share of common stock. Effective February 6, 2012, investors~~ in ~~the~~this ~~Units~~transaction ~~became eligible~~ due to ~~split~~ the ~~Unit~~following ~~into its component parts.~~factors:

~~The~~1) ~~Company~~HCCA’s ~~callable~~management ~~Series~~pre-closing Aremained ~~Shares have the same rights~~ as the ~~other~~management ~~series~~ of ~~common stock, except that holders of such callable Series A Shares were entitled to redeem all or a portion of such callable Series A Shares in connection with~~ the Company’s initial Business Transaction and were entitled to share ratably in the trust account, including the deferred underwriting discounts and commissions and accrued but undistributed interest, net of (i) taxes payable, (ii) interest income earned on the trust account (approximately $10.30 per share) and (iii) a pro rata share of the trust account released to the Company for each callable Series A Share converted to a Series C Share upon completion of a Business Transaction, plus any remaining net assets, if the Company dissolved and liquidated the trust account prior to a Business Transaction. The callable Series A Shares would be automatically consolidated with all other classes of the Company’s common stock upon consummation of the Company’s Business Transaction or post-acquisition tender offer or would be automatically converted into the right to receive a pro rata share of the trust account upon completion of the post-acquisition automatic trust liquidation, as the case may be. There were 2,000,000 callable series A shares outstanding as of March 31, 2013.closing;

2) The ~~Company’s~~members ~~callable~~of ~~Series B Shares are identical to~~ the ~~callable~~board Series A Shares, except that the callable Series B Shares have the right to participate in a post-acquisition tender or post-acquisition automatic trust liquidation. If the Company elected to grant its public stockholders their redemption rights by means of adirectors post-acquisition tender offer or post-acquisition automatic trust liquidation, then each outstanding callable Series A Share would automatically be converted into a callable Series B Share immediately following consummation of ~~the~~HCCA ~~Business Transaction. Public stockholders who held callable Series B Shares would be entitled to participate in the post~~pre-~~acquisition~~closing ~~tender~~represent ~~offer by tendering their callable Series B Shares in accordance with~~ the ~~instructions~~ ~~included~~majority inof ~~the~~directors ~~Schedule TO and related tender offer documents to be filed with the SEC. The callable Series B Shares would be automatically consolidated with all other classes~~ of the Company’s ~~common stock upon consummation of the Company’s~~ post-~~acquisition~~ ~~tender~~closing; offer or would be automatically converted into the right to receive a pro rata share of the trust account upon completion of the post-acquisition automatic trust liquidation, as the case may be. There were no callable series B shares outstanding as of March 31, 2013.and

113) The majority of shares of the Company post-closing were still owned by HCCA shareholders, who represented 60% of the Company’s shares outstanding immediately after closing, if all shares subject to conversion in our post-closing tender offer actually convert to Series C (non-redeemable) common shares, and 65% of the Company’s shares outstanding if all shares subject to conversion do not convert to Series C shares and opt to receive their pro rata cash in trust at the time of the post-closing tender offer. Estimates of HCCA’s ownership do not include shares underlying warrants held by public investors and the Company’s sponsors restricted incentive shares held by management. However, HCCA shareholders would still have 51% of the Company’s shares post-closing when including shares underlying warrants and restricted shares and assuming all redeemable shares convert to Series C shares, and 54% of the Company’s shares post-closing if all shares subject to conversion do not convert to Series C shares and opt to receive their pro rata cash in trust at the time of the post-closing tender offer.

The Company’s Series C Shares are identical to the callable Series B Shares, except that the Series C Shares do not have the right to redeem all or a portion of such Series C Shares in connection with the Business Transaction or to participate in a postF-acquisition tender offer or post-acquisition automatic trust liquidation. If the Company elected to grant the Company’s public stockholders their redemption rights by means of a post-acquisition tender offer or post-acquisition automatic trust liquidation, the Company would seek that certain significant stockholders (holders of 5% or more of the public shares who are also accredited investors) elected to convert all of their callable Series A Shares into Series C Shares immediately prior to consummation of the Business Transaction. Regardless of the requirements of the Company’s target business, in no event would the Company be able to seek conversions of less than the amount necessary to maintain the 75.0% threshold. The exchange ratio of callable Series A Shares for Series C Shares may be at a one-for-one basis, or at other exchange ratios to be negotiated with the individual stockholders, which means that such stockholders may receive a proportionally greater number of shares than other stockholders would receive in the post-acquisition company. No consideration would be paid to stockholders who elected to convert other than the exchange of callable Series A Shares for Series C Shares.10

~~The~~HEALTHCARE ~~Series~~CORPORATION COF Shares outstanding as of March 31, 2013 consist of 500,000 Series C Shares (the “Founder Shares”), and are subject to certain transfer restrictions. The holders of the Founder Shares have agreed not to exercise redemption rights with respect to such shares and have agreed not to tender their shares in an issuer tender offer in connection with the Company’s Business Transaction, and to vote the Founder Shares in the same manner as a majority of the public stockholders in connection with a stockholder vote to approve the initial Business Transaction and/or amend Article Fifth of the Company’s Amended and Restated Certificate of Incorporation (the article that contains all of the special provisions applicable to the Company prior to and in connection with the Company’s initial Business Transaction) prior to consummation of the Business Transaction. If the Company is unable to consummate a Business Transaction within the allotted time, the Company’s sponsor, officers and directors have agreed with respect to the Founder Shares to waive their rights to participate in any trust account liquidation distribution, but not with respect to any public shares they acquire in the Offering or in the aftermarket.AMERICA

~~Warrants~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~Each~~As ~~redeemable warrant included in the units entitles the holder to purchase one share~~ of ~~common~~September stock at a price of $7.50. The redeemable warrants offered hereby will become exercisable upon the consolidation of each series of the Company’s common stock into one class of common stock after consummation of the Business Transaction30, ~~post-acquisition~~2013 ~~tender~~and ~~offer~~June ~~or post-acquisition automatic trust liquidation~~30, as2013 the case may be. Holders of the redeemable warrants may elect to exercise them on a cashless basis by paying the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares underlying the redeemable warrants, multiplied by the difference between the exercise price of the redeemable warrants and ~~the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the average reported last sale price of our common stock~~ for the ~~10 trading days ending on the third trading day prior to the date on which the notice~~Three ofMonths onEnded ~~the~~September third trading day prior to the date on which the notice of cashless exercise is delivered to the warrant agent. The Company would not receive additional proceeds to the extent the redeemable warrants are exercised on a cashless basis. Although the redeemable warrants and the common stock underlying them have been registered30, ~~the~~2013 redeemable warrants will only be exercisable by paying the exercise price in cash if an effective registration statement covering the common stock issuable upon exercise of the redeemable warrants is effective and a prospectus relating to the common stock issuable upon exercise of the redeemable warrants is available for use by the holders of the redeemable warrants. The warrant holders are not entitled to a net-cash settlement in connection with the warrants under any circumstances.September

The redeemable warrants will expire on November 7, 2016 or earlier upon redemption by the Company or the Company’s dissolution and the liquidation of the trust account in the event the Company does not consummate a Business Transaction within the time allowed4. ~~Once~~Significant ~~the~~Accounting ~~redeemable warrants become exercisable, the Company may redeem the outstanding redeemable warrants:~~Policies

·Basis inof ~~whole but not in part;~~Presentation

·The ataccompanying aconsolidated ~~price~~financial statements ofhave ~~$0.01~~been ~~per~~prepared ~~redeemable~~in ~~warrant;~~accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

·Use ~~upon a minimum~~ of ~~30 days’ prior written notice of redemption; and~~Estimates

·The ~~if,~~preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and ~~only~~assumptions ifthat affect the amounts reported in the financial statements including disclosure of contingent assets and liabilities, at the ~~last~~date ~~sale~~of ~~price~~the financial statements and the reported amounts of revenues and expenses during the reporting period and accompanying notes. The Company’s ~~common~~critical ~~stock~~accounting onpolicies ~~the~~are ~~exchange~~those onthat ~~which~~are both most important to the Company’s ~~securities~~financial condition ~~may~~and beresults ~~traded~~of ~~equals~~operations and require the most difficult, subjective or ~~exceeds~~complex ~~$17.50~~judgments ~~per~~on ~~share~~the ~~for~~part ~~any~~of 20management ~~trading~~in their ~~days~~application, ~~within~~often as a 30result ~~trading~~of ~~day~~the ~~period~~need ~~ending~~to ~~three~~make ~~business~~estimates ~~days~~about ~~before~~the effect of matters that are inherently uncertain. Because of the ~~Company~~uncertainty ~~sends~~of factors surrounding the ~~notice~~estimates or judgments used in the preparation of ~~redemption~~the financial statements, actual results could differ from these estimates.

12Principles of Consolidation

~~Immediately~~The ~~prior~~consolidated tofinancial ~~the~~statements ~~Offering, Selway Capital Holdings LLC~~include ~~purchased~~the ~~2,333,333~~accounts ~~warrants at a price~~ of ~~$0.75 per warrant for an aggregate purchase price of approximately $1,750,000 in a private placement. These warrants are identical to~~ the ~~public~~Company ~~warrants,~~and ~~except:~~its ~~(1) for certain restrictions on transfer; (2) the placement warrants are non~~wholly-~~redeemable;~~owned and (3) the placement warrants may be exercised during the applicable exercise period on a for cash or cashless basis, even if there is not an effective registration statement relating to the shares underlying the placement warrants, so long as such warrants are held by the Company’s sponsor, officers, directors, their designees or their affiliatessubsidiaries. ~~Since the~~All ~~amount~~significant ~~paid~~intercompany ~~for~~balances ~~the~~have ~~warrants~~been ~~was~~eliminated in ~~excess of their face value on the date of the acquisition, no compensation was recorded~~consolidation.

InAccounts connection with the Offering and with the private placement described above, the Company issued five-year warrants to purchase an aggregate of 4,333,333 common shares at an initial exercise price of $7.50 per share. The terms of the warrants contain a restructuring price adjustment provision, such that, in the event the Company completes a business combination subsequent to the initial Business Combination that results in the Company's shares no longer being listed on a national exchange or the OTC Bulletin Board, the exercise price of the warrants will decrease by a formula that causes the warrants to not be indexed to the Company's own shares. Although the Company does not believe it is likely that this price adjustment provision will be triggered, the warrants have been accounted for as a liability amounting to $3,900,000 at March 31, 2013.Receivable

~~NOTE~~Accounts Greceivable —represent ~~PREFERRED~~amounts ~~STOCK~~owed to the Company for products sold and services rendered net of an allowance for doubtful accounts. The Company grants unsecured credit to its customers. The Company continuously monitors the payment performance of its customers to ensure collections and minimize losses. Management does not believe that significant credit risks exist. An allowance for doubtful accounts is based upon the credit profiles of specific customers, economic and industry trends and historic payment experience. There is no allowance for doubtful accounts at September 30, 2013 and June 30, 2013.

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of March 31, 2013, the Company has not issued any shares of preferred stock.Inventory

~~NOTE~~Inventories Hconsist –of ~~SUBSEQUENT~~finished ~~EVENTS~~pharmaceutical products and are recorded at the lower of cost or market, with the cost determined on a first-in, first-out basis. The Company periodically reviews the composition of inventory in order to identify obsolete, slow-moving or otherwise non-saleable items. If non-saleable items are observed and there are no alternate uses for the inventory, the Company will record a write-down to net realizable value in the period that the decline in values is first recognized.

On January 25, 2013, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Selway Merger Sub, Inc., the Company’s wholly-owned subsidiary, Healthcare Corporation of America (“Target”), Prescription Corporation of America, a wholly-owned subsidiary of Target (“PCA”), Gary Sekulski, as representative of the Target stockholders, and Edmundo Gonzalez, as the Company’s representative, pursuant to which, upon the closing of the transactions contemplated in the Agreement, Merger Sub would merge (the “Merger”) with and into Target, with Target as the surviving corporation. On April 10, 2013, the Merger and other transactions pursuant to the Agreement closed, and Target became the Company’s wholly owned subsidiary.Rebates

~~Acquisition~~Pharmaceutical ~~Consideration~~manufacturers offer rebates for selected brand drugs. The Company currently receives these rebates through a third party administrator. The rebates are considered earned when members (employees of customers) order the drugs. Rebates earned are paid to the Company by the third party administrator quarterly. Rebates earned are recognized as a reduction to cost of sales. The portion of the rebate payable to customers is simultaneously recognized as a reduction of revenue. Management evaluates rebates receivable at the end of every reporting period and adjusts the amount reflected on the accompanying balance sheet to net realizable value. An adjustment is also made to the rebate payable to customers to correspond with any adjustment that applies to rebates receivable.

~~Holders~~Property ~~of all of the issued~~ and outstanding shares of common stock of Target immediately prior to the time of the Merger had each of their shares of common stock of Target converted into the right to receive; (i) a proportional amount of 5,200,000 shares of Selway common stock and promissory notes with an aggregate face value of $7,500,000 (collectively, the “Closing Payment”), plus (ii) a proportional amount of up to 2,800,000 shares of Selway common stock, if any, (the “Earnout Payment Shares”) issuable upon the combined company achieving certain consolidated gross revenue thresholds as more fully described below, plus (iii) the right to receive a proportional amount of the proceeds from the exercise of certain warrants being issued to Selway Capital Holdings, LLC, a Delaware limited liability company, the Company’s sponsor, as more fully described below. A portion of the Closing Payment (520,000 shares and promissory notes with an aggregate face value of $750,000) was placed in escrow for a period of 12 months following the Merger to satisfy indemnification obligations of the Target, if any, as more fully described below. The promissory notes included in the Closing Payment are non-interest bearing and subordinated to all senior debt of the combined company in the event of a default under such senior debt. The notes will be repaid from 75% of 25% of the combined company’s free cash-flow (defined as in the notes) in excess of $2,000,000. The combined company will be obligated to repay such notes if, among other events, there is a transaction that that results in a change of control of the combined company.Equipment

13Property and equipment are stated at cost less accumulated amortization and depreciation. Leasehold improvements are amortized using the straight-line method over the shorter of the term of the lease or the estimated useful lives of the assets. Furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets of 5 years. Computer equipment and software are depreciated using the straight-line method over the estimated useful lives of the assets, which range from 3 to 5 years.

The Earnout Payment Shares, if any, will be issued as follows: (i) 1,400,000 shares if the combined company achieves consolidated gross revenue of $150,000,000 for the twelve months ended March 31, 2014 or June 30, 2014; and (ii) 1,400,000 shares if the combined company achieves consolidated gross revenue of $300,000,000 for the twelve months ended March 31, 2015 or June 30, 2015. In the event the combined company does not achieve the first earnout threshold, but does achieve the second earnout threshold, then all of the Earnout Payment Shares shall be issued. If the combined company consolidates, merges or transfers substantially all of its assets prior to June 30, 2015 at a valuation of at least $15.00 per share, then all of the Earnout Payment Shares not previously paid out shall be issued immediately prior to such transaction. If, prior to achieving either earnout threshold the combined company acquires another business in exchange for its equity or debt securities, then any remaining earnout thresholds may be adjusted by the independent members of the combined company’s board of directors in their sole discretion.F-11

InHEALTHCARE ~~connection~~CORPORATION ~~with~~OF a bridge financing (the “Bridge Financing”) completed by the Target in September 2012, the Target issued 59.25 units, each unit consisting of 10,000 preferred shares and a promissory note with a face value of $100,000. At the time of the Merger, holders of all of the issued and outstanding shares of preferred stock of Target had each of their shares of preferred stock of Target converted into the right to receive a proportional amount of 592,500 shares of Selway Series C common stock and warrants to purchase 296,250 shares of Selway common stock. In accordance with the terms of the promissory notes issued in the Bridge Financing, at the time of the Merger notes in the aggregate amount of $3,159,591.78 (including principal and interest accrued to date) were converted into 315,959 shares of Selway Series C common stock and notes in the aggregate principal amount of $3,025,000 were repaid in full.AMERICA

OnNOTES ~~the~~TO ~~Closing Date, certain members of the Target’s management~~CONSOLIDATED ~~received~~FINANCIAL ~~promissory~~STATEMENTS ~~notes with an aggregate face value of $2,500,000~~ (~~the “Management Incentive Notes”~~Continued), which notes are non-interest bearing and subordinated to all senior debt of the combined company in the event of a default under such senior debt. The Management Incentive Notes will be repaid from 25% of 25% of the combined company’s free cash-flow (defined as in the notes) in excess of $2,000,000. The combined company will be obligated to repay such notes if, among other events, there is a transaction that that results in a change of control of the combined company.

InAs ~~addition, at the time~~ of the Merger, certain members of HCCA’s management received an aggregate of 1,500,000 shares of Selway common stock , which shares were fully vested but placed in escrow to be released in three equal installments of 500,000 shares on each of September 30, 2013, ~~June 30, 2014~~ and June 30, ~~2015. HCCA expects to record a one-time~~ ~~expense,~~2013 ~~estimated~~and ~~not~~for ~~to exceed $12,000,000, reflecting~~ the ~~estimated~~Three ~~market~~Months ~~value~~Ended ofSeptember ~~these~~30, ~~shares~~2013 atand ~~the time of the merger.~~September

In4. Significant ~~conjunction~~Accounting ~~with the merger of Merger Sub into Target:~~Policies (Continued)

·Internal-Use ~~The~~Software ~~Company~~Development entered into exchange agreements with 3 beneficial holders of Target’s bridge loan holders who were also beneficial holders of greater than 5% of Selway’s Series A common stock. Pursuant to the exchange agreements, such holders converted an aggregate of 281,554 shares of Selway’s Series A common stock to Selway’s Series C common stock. In conjunction with the exchange, such holders were repaid bridge notes in the aggregate principal amount of $3,025,000.Costs

· The Company ~~entered~~capitalizes ~~into~~certain ~~exchange~~costs ~~agreements~~ associated with 3the ~~beneficial~~purchase ~~holders~~and/or development of ~~greater~~internal-use ~~than~~software, 5%including ofits ~~Selway’s~~website. ~~Series~~Generally, Aexternal ~~common~~and ~~stock.~~internal ~~Pursuant~~costs toincurred during the ~~exchange~~application ~~agreements,~~development ~~such~~stage ~~holders~~of ~~converted~~a anproject ~~aggregate~~are capitalized. The application development stage of ~~878~~a project generally includes software design and configuration,~~481~~ ~~shares~~coding, oftesting ~~Selway’s~~and ~~Series~~installation Aactivities. ~~common~~Training ~~stock~~and tomaintenance ~~Selway’s~~costs ~~Series~~are Cexpensed as ~~common~~incurred. ~~stock~~Upgrades and ~~received~~enhancements $3are capitalized if it is probable that such expenditures will result in additional functionality.53 Capitalized ~~per~~software ~~share~~costs ofare ~~Series~~amortized Ausing ~~common~~straight-line ~~stock~~method ~~exchanged,~~over orthe anestimated ~~aggregate~~useful life of $3the asset,~~101,037~~ which approximates 3 years.~~93.~~

·Long-Lived An aggregate of $11,948,360.50 was released from Selway’s trust account, reflecting the number of shares of Series A common stock that were converted into Series C common stock, of which $232,007 was paid to the underwriters from Selway’s initial public offering.Assets

·Long-lived ~~The~~assets ~~placement~~are ~~warrants~~reviewed ~~held~~for byimpairment whenever ~~the~~events ~~Company’s~~or ~~founders~~changes ~~were~~in ~~converted~~circumstances ~~into~~indicate that the ~~right~~carrying tovalue ~~receive:~~of ~~(i)~~ an ~~aggregate~~asset ofmay ~~100,000~~not ~~shares~~be ofrecoverable. ~~Selway~~The ~~common~~Company ~~stock;~~assesses recoverability ~~and~~by ~~(ii)~~determining ~~warrants~~whether tothe ~~purchase~~net anbook ~~aggregate~~value of ~~1,000,000~~the ~~shares~~related ofasset ~~Selway~~will ~~common~~be ~~stock~~recovered atthrough anthe ~~exercise~~projected ~~price~~undiscounted future ofcash ~~$10.00~~flows ~~per~~of ~~share (~~the ~~“Exchange Warrants”)~~asset. ~~The~~If ~~proceeds from~~ the ~~exercise~~Company ofdetermines ~~the~~that ~~exchange warrants will be paid: (i) 75% to~~ the ~~holders~~carrying ofvalue ~~all~~ of the ~~issued~~asset ~~and~~may ~~outstanding~~not ~~shares~~be ofrecoverable, ~~common~~it ~~stock~~measures any ofimpairment ~~Target~~based ~~immediately~~on ~~prior to~~ the ~~time~~fair value of the ~~merger;~~asset ~~and~~as ~~(ii)~~compared ~~25%~~ to ~~certain~~its ~~members~~carrying ~~of Target management~~value. ~~The~~During ~~exchange~~the ~~warrants~~three ~~are~~months ~~only~~ended ~~exercisable for cash~~September 30, ~~may~~2013 ~~not~~and beSeptember ~~exercised~~30, ~~on a cashless basis~~2012, ~~and must be exercised if~~ the ~~closing~~Company ~~price~~did ~~for~~not ~~the~~record ~~combined company’s common stock exceeds $12.00 per share for 20 trading days in~~ any ~~30-trading-day~~impairment ~~period~~charges.

14Investments Held in Trust

InThe ~~addition~~Company applies the provisions of ASC Topic 320-10, ~~Target~~Investment ~~waived~~– ~~the~~Debt ~~condition~~and Equity, to ~~closing~~account ~~that~~for ainvestments ~~revolving credit~~held ~~facility~~ in ~~the~~trust, ~~aggregate~~which ~~amount~~comprise only of $5held-to maturity ~~million~~securities. beHeld-to-maturity insecurities ~~place~~are atthose ~~closing~~securities, which the Company has the ability and intent to hold until maturity. ~~Such~~Held-to-maturity ~~facility~~securities ~~subsequently~~are ~~closed~~recorded at amortized cost on ~~April~~the ~~11,~~accompanying ~~2013~~ balance sheets and isadjusted ~~described~~for ~~further~~any ~~below~~amortization or accretion of premiums or discounts.

~~Indemnification;~~Deferred ~~Escrow~~Financing ~~of Closing Payment~~Costs

~~Pursuant~~Costs relating to ~~the~~obtaining ~~Agreement,~~debt ifhave ~~the~~been ~~Target~~capitalized ~~violates,~~and ~~misrepresents~~amortized orover ~~breaches~~the ~~any~~term of ~~its representations, warranties, and covenants, it has agreed to indemnify Selway for up to 10% of~~ the ~~Closing Payment.~~related ~~For~~debt ~~that~~using ~~purpose, of~~ the ~~Closing~~straight ~~Payment,~~line anmethod. ~~aggregate~~Amortization of ~~520,000~~deferred ~~shares~~financing ~~and~~costs ~~promissory~~charged ~~notes~~to ~~with an aggregate face value~~interest ofexpense was $~~750~~562,~~000~~415 ~~are~~and ~~being held in escrow for a period of~~ $12,749 ~~months following the Merger~~ in ~~order to satisfy any indemnification obligations of~~ the ~~Target.~~three Ifmonths ~~Selway~~ended ~~violates~~September 30, ~~misrepresent~~2013 orand ~~breaches~~September ~~any of its representations~~30, ~~warranties~~2012, ~~and~~respectively. ~~covenants,~~The ~~it has agreed~~unamortized tobalance ~~indemnify~~was ~~the Target stockholders up to 10% of the Closing Payment~~$314,691 ~~payable~~and ~~in cash (up to~~ $5548,~~950,000).~~394 ~~For~~at ~~purposes~~September of30, ~~the indemnification~~2013 ~~provisions~~and ofJune ~~the Agreement~~30, ~~each share included in the Closing Payment will be deemed to be worth $10.00~~2013, ~~and the promissory notes will be deemed to be worth their face value~~respectively.

~~Board~~Derivative ofFinancial ~~Directors of the Combined Company; Voting Agreement~~Instruments

InThe ~~connection~~Company ~~with~~applies the ~~closing~~provisions of ASC ~~the~~Topic ~~Merger~~815-40, onContracts ~~April~~in ~~10,~~Entity’s ~~2013,~~Own ~~the~~Equity ~~Company~~(“ASC ~~entered~~Topic ~~into~~815-40”), aunder ~~voting~~which ~~agreement~~convertible ~~pursuant~~instruments and towarrants, which, ~~for~~contain aterms ~~two~~that ~~year~~protect ~~period,~~holders ~~Gary~~from ~~Sekulski, as~~declines in the ~~representative~~stock ofprice ~~the~~(reset ~~stockholders~~provisions), ofmay ~~HCCA~~not ~~before~~be ~~the~~exempt ~~Merger~~from derivative accounting treatment. As a result, ~~will~~such ~~designate~~warrants ~~three~~are ~~persons~~recorded toas ~~the~~a ~~combined~~liability ~~company’s board~~and are revalued at fair value at the end of ~~directors,~~each ~~Edmundo~~reporting ~~Gonzalez~~period. Furthermore, asunder ~~Selway’s~~derivative ~~representative~~accounting, ~~will~~the ~~designate~~warrants ~~one~~are ~~person~~initially torecorded ~~the~~at ~~combined~~their ~~company’s~~fair value. If ~~board~~the ~~and~~fair ~~such~~value ~~designees~~of ~~will~~the ~~unanimously~~warrants ~~designate~~exceeds ~~three~~the ~~persons~~face tovalue of the ~~combined~~related ~~company’s~~debt, ~~board~~the excess is recorded as a change in fair value in the statement of ~~directors~~operations on the issuance date.

~~Registration~~Debt ~~Rights~~Discounts

InDebt ~~connection~~discounts ~~with~~are ~~transactions~~amortized ~~contemplated~~using by the ~~Agreement~~ ,effective ~~the~~interest ~~Company~~rate ~~also~~method ~~entered~~over ~~into a registration rights agreement to register all shares included in~~ the ~~Closing~~term Payment, the Earnout Payment Shares, the shares underlying the Exchange Warrants, and the Selway shares issued as compensation for the Bridge Financing completed by HCCA in September 2012, pursuant to the terms of ~~a Registration Rights Agreement entered into at~~ the ~~closing~~related ~~of the merger (all such securities issued in connection with the merger, the “Merger Securities”)~~debt. The ~~holders~~result ofachieved ~~the~~using ~~majority of~~ the Merger Securities are entitled to make up to two demands that the Company register such securities at any time commencing six months following the consummation of the merger. In addition, the holders have certain “piggystraight-~~back”~~line ~~registration rights~~method ~~with~~is ~~respect~~not ~~to registration statements filed subsequent to Selway’s consummation of an acquisition transaction. The~~materially ~~Company~~different ~~will~~than ~~bear~~those ~~the~~which ~~expenses~~would ~~incurred~~result inusing ~~connection with~~ the ~~filing~~effective ofinterest ~~any such registration statements~~method.

~~Advisory Securities~~F-12

~~The~~HEALTHCARE ~~Company~~CORPORATION isOF ~~obligated~~AMERICA ~~to pay Chardan Capital Markets, LLC the following in consideration of its services in connection with the Merger transactions described above:~~

·NOTES ~~Five~~TO ~~percent~~CONSOLIDATED ofFINANCIAL ~~all equity consideration issued in the transaction.~~STATEMENTS

·As ~~Promissory notes having an aggregate principal amount~~ of ~~five~~September ~~percent~~30, of2013 ~~all~~and ~~promissory~~June ~~notes~~30, 2013 ~~issued~~and infor ~~connection with~~ the ~~transaction,~~Three onMonths ~~the~~Ended ~~same~~September ~~terms~~30, 2013 and ~~conditions~~September as30, ~~the promissory notes issued in the transaction.~~2012

154. Significant Accounting Policies (Continued)

~~Post~~Share-~~Merger~~Based ~~Tender Offer~~ Payments

~~The~~Share-based ~~Company commenced~~payments ato ~~tender~~employees ~~offer~~are ~~for~~measured at ~~all~~the offair ~~its outstanding~~value ~~Series~~of Bthe ~~shares~~award on ~~May~~the ~~10,~~date ~~2013.~~of ~~Selway~~grant isbased ~~offering~~on ~~$10.30~~the ~~for~~estimated ~~each~~number ~~outstanding share~~ of ~~Series~~awards ~~B common~~that ~~stock~~are ~~outstanding.~~ultimately Ifexpected ~~the~~to ~~tender offer is not completed~~vest. byThe ~~August~~compensation ~~14,~~expense ~~2013,~~resulting ~~the~~from ~~Company~~such ~~will~~awards beis ~~required~~recorded toover ~~terminate~~ the ~~tender~~vesting ~~offer~~period ~~and~~of ~~automatically~~the ~~liquidate~~award ~~the~~in ~~trust~~selling, ~~account~~general and administrative ~~distribute~~expenses aon ~~pro rata portion of~~ the ~~trust~~accompanying ~~account~~consolidated ~~($10.30~~statements ~~per share) to each holder~~ of ~~Series B common stock, and the Series B common stock will be canceled~~operations.

~~Revolving~~Share-based ~~Credit~~payments ~~Facility~~to non-employees for services rendered are recorded at either the fair value of the services rendered, or the fair value of the awards, whichever is more readily determinable. The expense resulting from such awards is marked to market over the vesting period of the award in selling general and administrating expenses on the accompanying consolidated statements of operations.

OnRevenue April 11, 2013, Prescription Corporation of America (“PCA”) and PCA Benefits, Inc. (PCA and PCA Benefits, Inc., together, the “Borrower”), the wholly-owned subsidiaries of HCCA, entered into a credit and security agreement with a fund managed by Muneris Capital Group (“Lender”) for a secured revolving credit facility with an initial aggregate credit limit of $5,000,000. The facility has a term of three years, through April 11, 2016, during which the loan proceeds are to be used solely for working capital. The Lender may, at its discretion, increase the credit limit in increments of $250,000, up to a maximum facility limit of $25,000,000. Interest is payable on a monthly basis, commencing May 1, 2013, at an annual rate of prime (as determined by Wells Fargo Bank of San Francisco) plus 1.75%. The interest rate will automatically reduce to prime plus 0.75% if: (i) the principal amount outstanding under the facility exceeds $7,500,000 and; (ii) the fixed charge coverage ratio (as defined in the agreement) is at least 3-to-1 as of the end of any two consecutive calendar months. The facility is guaranteed by HCCA and the agreement grants the Lender a first priority security interest in certain collateral, which includes the Borrower’s accounts receivable, bank deposit accounts and all personal property (other than intellectual property) and fixtures. The facility contains certain financial covenants, including the requirement to maintain: (i) a ratio of current assets to current liabilities of at least 2-to-1; (ii) from October 2013 to December 2013, the fixed charge coverage ratio existing as of the end of September 2013, and after December 2013, a fixed charge coverage ratio of at least 1.2-to-1; and (iii) a loan turnover rate of 25, as calculated by dividing: (A) 365 by (B) the result achieved by dividing: (i) the product of the aggregate of all accounts receivable collected during the relevant Test Period (generally defined as the last three calendar months then ended), multiplied by 4; by (ii) the outstanding principal balance of the credit facility as of the last business day of such Test Period. The agreement also includes customary negative covenants and financial reporting requirements, as well as certain customary events of default that would render all outstanding amounts under the agreement immediately due and payable, including but not limited to: (i) Borrower failing to pay amount amounts due within 2 business days of notice; (ii) Lender ceasing to have a valid perfected first priority security interest in any material portion of the collateral; (iii) Borrower or HCCA, as guarantor, undergoing any change of control, including the occurrence of a merger or consolidation, a disposition of a substantial portion of Borrower’s assets, or Borrower’s inability to find a reasonably satisfactory replacement for a chief executive officer within 30 days of the current chief executive officer’s termination or resignation from such post.Recognition

17The Company typically enters into annual renewable agreements with its customers to provide pharmacy benefit management on a fixed price or self-insured basis. The Company records revenues from all its current contracts with customers gross as the Company acts as principal based on the following factors: 1) the Company has a separate contractual relationship with its customers and with its claims adjudicator to whom the Company pays the costs of the prescription drugs consumed by its customers (the claims), 2) the Company through its claim adjudicator is responsible to validate and manage the claims, and 3) the Company bears the credit risk for the amount due from the customers. Revenues are recorded monthly as earned. The Company also operates a mail order pharmacy that services plan members. All revenues and associated costs from dispensing drugs by the mail order pharmacy to our plan members, excluding the members’ co-pay are eliminated as inter-company revenues. Some of the contracts contain terms whereby the Company makes certain financial guarantees regarding prescription costs. Actual performance is compared to the guaranteed measure throughout the period and accruals are recorded as an offset to revenue if the Company fails to meet a financial guarantee.

Cost of Sales

Cost of sales includes claim payments for both fixed- price and self-insured programs, administrative fees paid for processing the claims to the claims adjudicator and, the cost of prescription drugs of the mail order pharmacy.

Advertising Expenses

Advertising expenses are expensed as incurred and included in selling, general and administrative expenses on the accompanying statements of operations. Advertising expenses were approximately $36,787 and $16,951 for the three months ended September 30, 2013 and September 30, 2012 respectively.

Income Taxes

The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is established when realization of net deferred tax assets is not considered more likely than not.

F-13

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

Significant Accounting Policies (Continued)

Income Taxes (Continued)

Uncertain income tax positions are determined based upon the likelihood of the positions being sustained upon examination by taxing authorities. The benefit of a tax position is recognized in the consolidated financial statements in the period during which management believes it is more likely than not that the position will not be sustained. Income tax positions taken are not offset or aggregated with other positions. Income tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of income tax benefit that is more than 50 percent likely of being realized if challenged by the applicable taxing authority. The portion of the benefits associated with income tax positions taken that exceeds the amount measured is reflected as income taxes payable.

The Company recognizes interest related to uncertain tax positions in interest expense. The Company recognizes penalties related to uncertain tax positions in income tax expense.

Fair Value Measurements

The Company applies recurring fair value measurements to its derivative instruments in accordance with ASC 820, Fair Value Measurements. In determining fair value, the Company uses a market approach and incorporates assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation techniques. These inputs can be readily observable, market corroborated or generally unobservable internally-developed inputs. Based upon the observability of the inputs used in these valuation techniques, the Company’s derivative instruments are classified as follows:

Level 1: The fair value of derivative instruments classified as Level 1 is determined by unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: The fair value of derivative instruments classified as Level 2 is determined by quoted market prices for similar assets or liabilities in active markets, quoted market prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3: The fair value of derivative instruments classified as Level 3 is determined by internally-developed models and methodologies utilizing significant inputs that are generally less readily observable from objective sources.

The Company’s valuation methodology for warrants classified as derivative liabilities qualifies as a level 2 fair value measurement since it is determined using internally developed models and analysis.

At September 30, 2013 the Company had 2,000,000 warrants exercisable into its Class C shares that were issued in connection with Selway’s initial public offering (“Selway IPO Warrants”). These warrants are publicly traded and are classified as liabilities. Additionally, HCCA issued 296,250 warrants in connection with the Bridge Financing with identical terms as the Selway IPO Warrants. The Company has valued all of these warrants as September 30, 2013 based on the closing price of the Selway IPO Warrants. Because the market for the Selway IPO Warrants is not active, the valuation is classified as a Level 2 measurement. These warrants are exercisable at $7.50 a share and expire on November 7, 2016.

The table below presents the Company’s fair value hierarchy for those derivative instruments measured at fair value on a recurring basis as of September, 2013:

	Level 1		Level 2		Level 3		Total

Warrants	$	-	$	3,444,376	$	-	$	3,444,376

Total derivative liabilities	$	-	$	3,444,376	$	-	$	3,444,376

F-14

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

Significant Accounting Policies (Continued)

The table below presents the Company’s fair value hierarchy for those derivative instruments measured at fair value on a recurring basis as of June 30, 2013:

	Level 1		Level 2		Level 3	Total

Warrants	$	-	$	3,559,188	$	$	3,559,188

Total derivative liabilities	$	-	$	3,559,188	$	$	3,559,188

Fair Value of Financial Instruments

The fair values of cash and cash equivalents, accounts receivable, rebates receivable and accounts payable approximate their carrying values due to the short-term nature of the instruments. The fair values of long-term debt and revolving loans approximates their carrying value due to their variable interest rates. The fair value of investments held in trust is not materially different than its carrying value because of the short-term nature of the investments.

Risks and Concentrations

The Company utilizes the services of a single claims adjudicator. If there is an adverse situation in this relationship, the Company’s mail order pharmaceutical fulfillment services would be ineffective until a replacement claims adjudicator was obtained.

Approximately 22% of the Company’s revenues for the three months ended September 30, 2013 were derived from one customer. Revenues from a different customer accounted for 15% of the Company’s revenues for the three months ended September 30, 2012. No amounts were due from these customers at September 30, 2103 and June 30, 2013, respectively. In addition, one reseller’s customers accounted for approximately 19% and 14% of the Company’s revenue for the three months ended September 30, 2013 and September 30, 2012, respectively. Amounts due from the customers represented 61% and 32% of the Company’s accounts receivable at September 30, 2013 and June 30, 2013, respectively.

Cash and Cash Equivalents

The Company considers all cash in bank, money market funds and certificates of deposit with an original maturity of less than three months to be cash equivalents. The Company maintains its cash and cash equivalents in one financial institution. Cash balances on hand at this financial institution may exceed the insurance coverage provided to the Company by the Federal Deposit Insurance Corporation at various times during the year.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are determined in the same manner as basic earnings (loss) per share, except that the number of shares is increased to include potentially dilutive securities using the treasury stock method. Because the Company incurred a net loss in all periods presented, all potentially dilutive securities were excluded from the computation of diluted loss per share because the effect of including them is anti-dilutive.

Basic and Diluted:	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012

Net loss	$	(4,703,100	)	$	(2,005,856	)
Weighted average shares		8,953,494			40,000,009
Basic (loss) per common share	$	(0.53	)	$	(0.05	)

The following table summarizes the number of shares of common stock attributable to potentially dilutive securities outstanding for each of the periods which are excluded in the calculation of diluted loss per share:

F-15

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

Dilutive Potential Common Shares	Three Months Ended September 30, 2013		Three Months Ended September 30, 2012

Warrants		3,534,023		1,585,833
Restricted stock awards		-		75,292
Senior convertible notes		625,000		2,666,667

Property and Equipment

Property and equipment is as follows:

	September 30, 2013			June 30, 2013

Furniture and fixtures	$	1,661,051		$	1,606,404
Leasehold improvements		35,010			25,260
Capitalized software					-
		1,696,061			1,631,664
Accumulated depreciation and amortization		(478,590	)		(394,930	)

Net property and equipment	$	1,217,471		$	1,236,734

Depreciation and amortization expenses were $83,660 and $52,000 for the three months ended September 30, 2013 and September 30, 2012, respectively.

Software, net

Software, net is as follows:

	September 30, 2013			June 30, 2013

Software costs	$	376,834		$	294,109
Accumulated amortization		(49,906	)		(31,967	)

Net software costs	$	326,928		$	262,142

Amortization expense was $17,939 and $0 for the three month period ended September 30, 2013 and September 30, 2012, respectively.

Investments Held in Trust

Following the initial public offering (“IPO”) of the Company in November 2011, a total of $20.6 million was placed in a trust account maintained by American Stock Transfer as a trustee. None of the funds held in trust were to be released from the trust account, other than interest income, net of taxes, until the earlier of (i) consummation of an acquisition and (ii) redemption of 100% of the public shares sold in the IPO if the Company fails to consummate an acquisition prior to May 14, 2013.

F-16

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

On April 10, 2013, the Company closed the acquisition of HCCA through the Merger (see Notes 1 and 3). At the time of the merger, holders of 1,160,035 shares of redeemable common stock decided not to redeem their shares and accordingly, approximately $11,948,000 was released from escrow. As per the articles of incorporation of the Company, the remaining balance in the trust account of approximately $8,652,000 was used to redeem the remaining 839,965 redeemable common shares through a tender offer which closed on August 15, 2013.

The amount in trust can be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less. As of June 30, 2013 the total trust balance of $8,652,482 was in cash.

The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Deferred Financing Costs

Deferred financing costs are as follows:

Balance July 1, 2013	$	548,394
Cost incurred for the senior convertible note for the three months ended September 30, 2013		328,712
Amortization for the three months ended September 30, 2013 *		(562,415	)

Balance June 30, 2013	$	314,691

* Including fully amortizing deferred costs of $538,637 relating to the line of credit terminated in September 2013 (see Note 10).

Accrued Expenses

Accrued expenses are as follows:

	September 30, 2013		June 30, 2013

Accrued severence costs*	$	750,000	$	750,000
Accrued rebates		512,665		364,196
Accrued registration rights penalties**		864,000		592,000
Accrued professional fees		111,738		290,777
Accrued payroll		332,000		-
Accrued expenses other		491,359		431,060

	$	3,061,762	$	2,428,033

*Payable to a former executive of the Company.

**Estimated penalties relating to late registration of shares of common stock in connection with the Bridge Notes and Senior Convertible Note.

F-17

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

10.

Line of Credit

On April 11, 2013, the wholly-owned subsidiaries of HCCA, entered into a credit and security agreement for a secured revolving credit facility with an initial aggregate credit limit of $5,000,000. The facility has a term of 3 years, through April 11, 2016, during which the loan proceeds are to be used solely for working capital. The facility was terminated in September 2013 due to the Company’s inability to meet certain financial covenants and all outstanding balances under the line were repaid, and the carrying value of the related financing costs of $538,637 were written off to interest expense.

11.

Senior Convertible Note

On July 17, 2013, the Company entered into a loan and security agreement with Partners for Growth III, LP (“PFG”) for a one-time convertible secured loan of $5,000,000 with a maturity date of July 17, 2018. Pursuant to the terms of the Loan Agreement, the loan is convertible at $8 per share and interest on the PFG Loan is payable on a monthly basis at an annual rate of prime plus 5.25% per annum, subject to certain reductions if certain financial targets are met.

If the Company fails to achieve certain revenue and earnings targets, PFG may elect to accelerate the repayment of the loan portion of the PFG Loan over the shorter of the 24-month period from the date of the election or the remaining term of the loan. Upon acceleration of repayment, the Company must make monthly payments of principal and interest, such that 60% of the outstanding principal is repaid in the first year and 40% is paid in the second year.

The Loan Agreement contains certain financial covenants as well as customary negative covenants and events of default

As part of consideration for the PFG Loan, the Company issued to Lender and its designees warrants to purchase an aggregate of 220,000 shares of Series C common stock, for $7.50 per share, at any time on or prior to July 17, 2018 (the “PFG Warrants”).

At the time of the transaction, the Company recorded a beneficial conversion feature in the amount $654,144, the warrants were recorded as equity warrants in the amount of $1,154,144 and the notes were recorded at the residual value of $3,191,711 reflecting a loan discount of $1,808,289. In addition, the Company incurred loan costs amounting to $328,712. In the three months period ending September 30, 2013 the Company recorded interest expense associated with the amortization of the loan discount and the capitalized loan costs amounting to $89,365.

In addition as of September 30, 2013 the Company recorded an accrual of $272,000 and a corresponding interest charge reflecting the estimated penalty relating to the late registration of the underlying shares of common stock.

On October 15, 2013, the Company received a notice of events of default from PFG.

On December 31, 2013, the Company entered into a Forbearance, Waiver and Modification to the loan agreement. Pursuant to the terms of the modification PFG (i) lent an additional $500,000 to the Company, (ii) The conversion price of the promissory notes issued under the original loan agreement and the modification was reduced to $2.50 per share from $7.50 per share, (iii) PFG’s right to accelerate repayment of the loan if certain conditions were not met was eliminated, (iv) The Company agreed to pay certain fees, (v) Certain financial covenants were revised, (vi) The number of shares issuable upon exercise of warrants issued to PFG was increased from 220,000 to 555,000 and the exercise price of the warrants was reduced to $3.00 per share from $8.00 per share, (VII) The Company issued 425,000 shares of its common stock to PFG, and (viii) PFG has the option, until June 30, 2019, to require the Company to purchase from it, at PFG’s option, up to 25,000 shares (of the 425,000) of common stock for a purchase price of $250,000.

The revised financial covenants of the Senior Convertible Note, beginning July 1, 2014, require the Company to maintain a specified ratio of cash and accounts receivable to the outstanding Senior Convertible Note. The Company is currently not in compliance with this covenant and needs additional equity investments to meet this requirement. There is no guarantee that such equity investments would be available to the Company in order to comply with this covenant, and accordingly the Senior Convertible Note is presented as current in the accompanying consolidated balance sheet.

F-18

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

12.

Bridge Notes

On September 12, 2012, the Company completed a bridge financing (the “Bridge Financing”) consisting of 59.25 units, each unit consisting of 10,000 preferred shares, 5,000 warrants and a promissory note with a face value of $100,000. At the time of the transaction, the value of the units was allocated as follows: Preferred Stock was recorded at a value of $2,362,517, the warrants were recorded as a warrant liability of $82,726 and the notes were recorded at a value of $3,479,757, reflecting a loan discount of $2,445,242. In addition, the Company incurred loan fees amounting to $673,229. The Company recorded interest expense associated with the amortization of the loan discount and the loan fees through the Merger date.

At the time of the Merger, holders of all of the issued and outstanding shares of preferred stock of HCCA, by virtue of the Merger, had each of their shares of preferred stock of HCCA converted into the right to receive a proportional amount of 592,500 shares of the Company’s Series C common stock and warrants to purchase 296,250 shares of the Company’s Series C common stock. In accordance with the terms of the promissory notes issued in the Bridge Financing, at the time of the Merger, notes in the aggregate amount of $3,159,592 (including principal and interest accrued to date) were converted into 315,959 shares of the Company’s Series C common stock and notes in the aggregate principal amount of $3,025,000 were repaid in full.

13.

Long-Term Debt

Incentive Notes

Upon consummation of the merger (see Note 3), Holders of all of the issued and outstanding shares of common stock of HCCA immediately prior to the time of the Merger had each of their shares of common stock of HCCA converted into the right to receive: (i) a proportional amount of 5,200,000 shares of the Company’s Series C common stock and promissory notes with an aggregate face value of $7,500,000 (collectively, the “Closing Payment”).

In addition, the Company issued to its management $2,500,000 of Management Incentive Notes and paid fees in connection with the transaction by issuing promissory notes having an aggregate principal amount of $500,000, which reflects five percent of all promissory notes issued in the transaction.

The above described notes with an aggregate face value of $10,500,000 have identical terms and conditions, are non-interest bearing and are subordinated to all senior debt of the Company in the event of a default under such senior debt. The notes will be repaid from 18.5% of the Company’s free cash-flow (defined as in the notes) in excess of $2,000,000. The Company will be obligated to repay such notes if, among other events, there is a transaction that results in a change of control of the Company.

The notes were recorded at their estimated present value, based on the estimated time of repayment discounted to the balance sheet date. The Company will continue to re-evaluate its estimates on a periodic basis and adjust the present value of the notes accordingly. Of the Management Incentive Notes, $222,477, net of discount vested immediately and $395,514 is being recognized as management incentive compensation over the estimated payment periods.

F-19

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

	September 30, 2013			June 30, 2013

Shareholder notes	$	7,500,000		$	7,500,000
Placement notes		500,000			500,000
Management incentive notes		2,500,000			2,500,000
		10,500,000			10,500,000

Less debt discount		(7,540,605	)		(7,728,486	)

	$	2,959,395		$	2,771,514

Future maturities of the Incentive Notes based on the Company’s estimates are as follows:

June 30,

2014	$	-
2015		-
2016		399,000
2017		1,789,000
2018		3,622,000
Thereafter		4,690,000

	$	10,500,000

Capital Leases

The Company has entered into capital lease agreements for equipment, which expire at various dates through November 2019. The assets capitalized under these leases and associated accumulated depreciation at September 30, 2013 and June 30, 2013 are as follows:

Equipment under Capital Leases

	September 30, 2013			June 30, 2013

Furniture and equipment	$	1,050,343		$	1,007,735
Accumulated depreciation		(310,547	)		(250,821	)

	$	739,796		$	756,914

F-20

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

Amortization of capital leases is included in depreciation expense.

Minimum future lease payments under capital lease obligations as of September 30, 2013 are as follows:

Future payments:

Year Ended September 30,

2014	$	278,338
2015		251,395
2016		202,281
2017		157,978
2018		75,920
Thereafter		41,704

Total future minimum lease payments		1,007,616
Less amount representing interest		(163,113	)
Present value of net minimum lease payments		844,503
Less current portion		(214,242	)

	$	630,261

14.

Redeemable Securities

Redeemable common stockholders are entitled to redeem all or a portion of such shares in connection with the Company’s initial public offering, as defined in the Company’s Certificate of Incorporation, and are entitled to share ratably in the trust account, including the deferred underwriting discounts and commissions and accrued but undistributed interest, net of (i) taxes payable, (ii) interest income earned on the trust account (approximately $10.30 per share) and (iii) a pro rata share of the trust account released to the Company for each Share converted to a Series C Share upon completion of a Business Transaction. 839,965 shares of Series B common stock were redeemed from the trust account on August 15, 2013.

15.

Stockholders’ Equity

The Company is authorized 30,000,000 shares of common stock, par value $.0001, which shares may, but are not required to, be designated as part of one of three series, callable Series A, callable Series B and Series C shares. The holders of all common shares shall possess all voting power and each share shall have one vote.

Series A – Holders of shares of Series A Common Stock are entitled to cause the Corporation to redeem all or a portion of their shares in connection with an acquisition transaction. If the holders of Series A Common Stock do not elect to have their shares redeemed, then they will automatically be converted to Series B Common Stock. As of September 30, 2013 there are no outstanding Series A Common Stock.

Series B – Holders of shares of Series B Common Stock have the same rights as Series A Common Stock, except Series B Common Stock cannot be issued until such time as all outstanding shares of Series A Common Stock are converted to Series B Common Stock. The holders of Series B Common Stock have the right to participate in a Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation. 839,965 shares of Series B common shares were redeemed from the trust account on August 15, 2013. As of September 30, 2013 there were no outstanding redeemable shares.

Series C – Holders of shares of Series C Common Stock have the same rights as Series A Common Stock, except holders of Series C Common Stock are not entitled to (1) cause the Corporation to redeem all or a portion of such Series C Common Stock in connection with the Acquisition Transaction, (2) share ratably in the Trust Account or (3) participate in a Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation. As of September 30, 2013, there are 8,953,494 shares of Series C Common Stock outstanding.

F-21

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

The Series A Common Stock, Series B Common Stock and Series C Common Stock will be automatically consolidated into one series of Common Stock after the consummation of the Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation. The consolidation shall be on a one-for-one basis of the then outstanding shares of each series of common stock. Following the automatic consolidation, only one series of Common Stock will be authorized, which will be referred to as “Common Stock”, which occurred after June 30, 2013.

Prior to the merger the Company’s operations were conducted under the HCCA corporate entity (See Note 1). HCCA had authorized 50,000,000 shares of common stock, no par value. Upon the merger, every 7.6923 HCCA shares of common stock were exchanged into 1 share of the Company’s common stock.

During 2012, the Company issued 2,120,200 shares of common stock with a fair value range of $0.01 to $0.31. These shares are freely tradable.

During 2012, the Company settled a suit with a shareholder to repurchase 500,000 shares of its common stock. These shares were recorded as a stock redemption for $100,000 and the shares were received in February 2013. In February 2013, these shares were issued to employees in recognition of service performed and an expense of $480,000 was recorded representing the estimate fair value of the shares issued.

As part of the Merger, 750,000 restricted shares of stock were issued to certain members of management. The shares were valued at $7.30, the share price at the date of the merger. 400,000 shares vested immediately and the remaining vest through June 30, 2015. In the period ending September 30, 2013, the Company recorded an expense of $283,889 for the shares that vest through June 30, 2015.

16.

Commitments and Contingencies

Operating Leases

The Company has certain non-cancelable operating leases for facilities and equipment that expire over the next four years. Future minimum payments for non-cancelable operating leases are as follows as of September 30, 2013:

Minimum Rental Payments

2014	$	210,578
2015		206,992
2016		218,505
2017		91,575
	$	727,650

Rent expense was 48,346 for the three months ended September 30, 2013 and for the three months ended September 30, 2012.

Employment Agreements

As of September 30, 2013, the Company had entered into employment agreements with senior officers and other members of management. The agreements specify aggregate guaranteed annual salaries of $2.4 million for each year of employment and extended through May 2017. The agreements allowed the Company to terminate these individuals for cause and not for cause. Depending on the terms of the individual contract upon termination without cause the Company would either be required to continue to pay salary throughout the original term of the contract or pay severance, typically one year of salary.

F-22

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

From September 2013 to January 2014, the Company terminated agreements representing $1 million in annual compensation. The Company made severance payments of $120,000 and in one case replaced an existing agreement with an annual consulting agreement that renews annually and permits the Company to terminate at any time with 90 days notice.

As of September 30, 2013, the Company entered into employment contracts or employment arrangement letters with certain members of management that among other things committed the Company to issuing approximately 650,000 stock options. Subsequent to September 30, 2013, the Company entered into additional arrangements committing to issue an additional 841,000 of stock options. The Company does not currently have a stock option plan and these stock options will be granted at the time the stock option plan is appropriately established.

Litigation

During 2012, the Company filed a lawsuit against its past adjudicator of claims for overcharges, over payment on claims, errors and misclassifications, and rebates owed from drug manufacturers claiming damages of over $5 million. Additionally, the Company has recorded an expense for the amount owed for claims payable. The adjudicator of claims filed a counterclaim for amounts it claims are owed to it by the Company.

In August 2013, the Company settled the suit with the claims adjudicator. Under the terms of the settlement the Company agreed to pay the claims adjudicator $2.7 million over 15 months commencing in September 2013. This amount was recorded as a liability as of December 31, 2012, in accounts payable.

On August 14, 2012, the Company entered into an agreement with a shareholder to buy back 500,000 shares of common stock for $100,000. The order also called upon the payment of $50,000 in legal fees. As of December 31, 2012, the Company had not received the 500,000 shares of common stock but had paid the settlement. The Company received these shares in February 2013. A stock redemption was recorded on December 31, 2012 in the amount of $100,000.

17.

Related Party

Otis Fund, a company controlled by a former consultant to the Company who owned in excess of 5% of the common stock of the Company, had a consulting agreement to provide marketing and sales services to HCCA. The contract was due to expire on January 2, 2017; however, the Company terminated this agreement for cause in September 2013.The annual fees related to these services were $360,000.

In September 2012, 2,068,200 shares were issued to two entities believed to be controlled by a former consultant of the Company. The Company is currently investigating the circumstances under which these shares were issued to the two entities. The Company recorded a charge equal to the estimated market value of the shares of $641,142 as selling, general and administrative expense.

18.

Subsequent Events

On October 15, 2013, Partners For Growth iii LP (“PFG”), the holder of the senior convertible note, notified the Company of events of Default. On December 31, 2013 the Company and PFG entered into a forbearance waiver and modification agreement to the Loan agreement (see Note 12).

The Company issued a total of 555,000 warrants to PFG in connection with the loan agreement and the forbearance waiver and modification agreement.

On November 7, 2013, the Company’s Board of Directors decided to change the Company’s fiscal year end from June 30 to December 31.

F-23

HEALTHCARE CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2013 and June 30, 2013 and for the Three Months Ended September 30, 2013 and September 30, 2012

On December 31, 2013, the Company entered into a securities purchase agreement (the “SPA”) with certain purchasers (each a “Purchaser” and collectively, the “Purchasers”) named therein and Charden Capital Markets, LLC (“Agent”) as administrative and collateral agent. Pursuant to the SPA, the Company issued $2,112,500 of Junior Secured Convertible Term Notes (the “Notes”), which Notes are convertible into shares of the Company’s stock at the initial fixed conversion price equal to $1.50 per share. The Purchasers of Notes also received warrants (“the Warrants”) to purchase one share for every $1.50 of Notes purchased by such Purchaser. The Company completed the initial closing of a private placement of Notes and Warrants under the SPA on December 31, 2013, and may continue to make subsequent placement under the SPA until it has placed an aggregate of $6,000,000 in Notes under the SPA or the date that is 30 days after the date of such initial closing (the private placements under the SPA are collectively referred to as the “Private Placement”).

In connection with the Private Placement at the Company agreed to pay the Agent a fee representing 9% of the principle amount of the Notes plus the $500,000 additional loan from the Lender, less $250,000, or $2,362,500. The fee was paid in the form of additional Notes (with a pro rata number of warrants) in the amount of $212,625 (for the total principle amount of Notes equal to $2,325,125).

In connection with the issuance of the Notes under the SPA, the Company issued warrants to purchase an aggregate of 1,550,083 shares of common stock (including warrants to purchase 141,750 shares issued to the Agent for its fees), at an exercise price of $3.00 per share (the “Exercise Price”), at any time on or prior to December 31, 2018 (the “Warrants”). The Warrants may also be exercised on a cashless basis.

The Company and its subsidiaries entered into a Master Security Agreement with the Agent pursuant to which the Company and its subsidiaries agreed to secure the payment of all obligations under the Notes by granting and pledging to the Agent a continuing security interest in all of the Company’s and its subsidiaries’ property now owned or at any time hereafter acquired by them.

F-24

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

References to the “Company,” “Selway,” “us” or “we” refer to Selway Capital Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We ~~were~~are a ~~blank~~company ~~check~~that ~~company~~was ~~incorporated~~organized inunder the laws of the State of Delaware on January 12, 2011 ~~for~~to ~~the purpose of acquiring~~acquire, through a merger, capital stock exchange, asset acquisition, ~~stock~~ stock purchase, ~~reorganization, exchangeable share transaction~~ or ~~other~~ similar ~~business~~acquisition transaction, one or more operating businesses. Although we were not limited to a particular geographic region or ~~assets~~industry, ~~(“Business~~we ~~Transaction”).~~focused Weon ~~have~~acquiring ~~neither~~operating ~~engaged~~businesses in ~~any~~the ~~operations~~United ~~nor~~States. ~~generated~~Until ~~any~~the ~~income~~acquisition tothe ~~date~~Acquisition, ~~other~~ ~~than~~we ~~activities~~did ~~relating~~not tooperate ~~seeking~~ a business toand ~~acquire following~~ our ~~initial~~activities ~~public~~were ~~offering~~limited ~~(the~~to ~~“Offering”). Although~~locating wea ~~are~~business ~~not~~to ~~limited~~acquire. toAs a ~~particular~~result ~~geographic~~of ~~region~~the orclosing ~~industry~~of the Acquisition, we ~~intended~~operate toour ~~focus~~business onthrough ~~operating~~our ~~businesses~~wholly ~~in the~~owned ~~United~~subsidiary, ~~States~~HCCA.

OnOur ~~November 14~~subsidiary, ~~2011 we closed the Offering of 2~~HCCA,~~000,000 units~~ atis a ~~price~~Pharmacy ofBenefit Manager, ~~$10.00~~or ~~per unit~~PBM. ~~Immediately~~Its ~~prior~~mission is to ~~the~~reduce ~~closing~~prescription ofdrug ~~the~~costs ~~Offering, we sold 2,333,333 warrants to our sponsor~~ for ~~$0.75~~clients ~~per~~while ~~warrant.~~improving Wethe ~~deposited~~quality ~~$20,600,000 (including $400,000~~ of ~~deferred~~care. ~~underwriting~~HCCA ~~commissions) from the~~administers ~~Offering~~prescription ~~and~~drug ~~private~~benefits ~~placement~~programs offor ~~warrants,~~employers ~~net~~who ofcontract ~~fees~~with ~~and~~HCCA ~~offering~~directly ~~expenses,~~ in aorder ~~trust~~to ~~account~~provide ~~for~~this ~~the~~component ~~benefit our public stockholders. On April 10, 2013, we consummated a Business Transaction with Healthcare Corporation~~ of ~~America (“HCCA”), a Pharmacy~~healthcare ~~Benefit~~benefits ~~Manager.~~to Intheir ~~connection therewith, an aggregate of $11,948,360~~employees.50 ~~was~~It ~~released~~also ~~from~~is ~~our trust account, leaving $8,651,639.50 available in~~ the ~~trust~~PBM ~~account~~ for ~~release~~healthcare tomanagement ~~our~~companies ~~holders~~who ofpartner ~~Series~~with BHCCA ~~common stock~~ in ~~the~~order ~~event~~to ofprovide aprescription drug ~~post-acquisition~~benefits ~~tender~~along ~~offer or~~with ~~post-acquisition~~their ~~automatic~~core ~~trust liquidation~~offering, asother ~~the~~health ~~case~~benefits ~~may~~products, beto their clients.

~~Merger~~Restatement ~~with Healthcare Corporation~~ of ~~America~~Financial Information

On ~~January~~May 259, 2013, ~~the~~we ~~Company~~issued ~~entered~~a ~~into~~Current ~~an Agreement and~~Report ~~Plan~~on ofForm ~~Merger~~8-K ~~(the~~announcing ~~“Agreement”)~~that ~~with~~our ~~Selway~~Board ~~Merger~~of ~~Sub~~Directors, ~~Inc.~~after consultation with, ~~the~~and ~~Company’s~~upon ~~wholly-owned~~recommendation ~~subsidiary~~from, ~~HCCA~~our management, ~~Prescription~~concluded ~~Corporation~~the ofpreviously ~~America,~~issued aaudited ~~wholly-owned~~financial ~~subsidiary~~statements offor ~~HCCA~~the ~~(“PCA”),~~years ~~Gary~~ended ~~Sekulski~~December 31, as2011 ~~representative~~and of2012 for HCCA~~’s stockholders~~, which we recently acquired and ~~Edmundo~~which ~~Gonzalez,~~is ascurrently ~~the~~our ~~Company’s~~wholly ~~representative~~owned subsidiary, ~~pursuant~~should tono ~~which,~~longer ~~upon~~be ~~the~~relied ~~closing~~upon ofand ~~the~~that ~~transactions contemplated~~disclosure inshould ~~the~~be ~~Agreement~~made, ~~Merger~~and ~~Sub~~action should ~~would~~be ~~merge~~taken, ~~(the~~to ~~“Merger”)~~prevent ~~with~~future ~~and~~reliance ~~into~~on ~~HCCA,~~such ~~with~~financial ~~HCCA~~statements. asFor a description of the ~~surviving corporation.~~basis Onfor ~~April~~the 10Board’s determination, ~~2013,~~please ~~the~~see ~~Business~~our ~~Transaction~~Current ~~and~~Report ~~other~~on ~~transactions~~Form ~~pursuant~~8-K todated ~~the~~May ~~Agreement~~9, ~~closed~~2013, ~~and~~which ~~HCCA~~description ~~became the~~is ~~Company’s~~incorporated ~~wholly~~by ~~owned~~reference ~~subsidiary~~herein.

~~Acquisition~~Our ~~Consideration~~officers discussed the foregoing matters with HCCA’s independent registered public accounting firm during the period, Thomas J. Harris, Certified Public Accountant. The Board of Directors authorized and directed that our officers take the appropriate and necessary actions to amend and restate the Current Report on Form 8-K (the “Original 8-K”), pursuant to which HCCA’s financial statements were filed with the SEC on May 16, 2013.

~~Holders~~The ofrestated ~~all~~financial ofstatements ~~the~~also ~~issued and outstanding shares of common~~include ~~stock~~certain ofreclassifications ~~HCCA~~related ~~immediately prior~~ to ~~the~~revenue ~~time~~and ofcost ~~the Merger had each~~ of ~~their~~sales ~~shares~~for ~~of common stock of HCCA converted into~~ the ~~right to~~fiscal ~~receive;~~years ~~(i)~~ended aDecember ~~proportional amount of 5~~31,~~200,000~~ ~~shares~~2011 ~~of Selway common stock~~ and ~~promissory~~2012. ~~notes~~We ~~with an aggregate face value~~previously ofdisclosed ~~$7,500,000~~in ~~(collectively,~~our ~~the~~Current ~~“Closing~~Reports ~~Payment”),~~on ~~plus~~Form ~~(ii)~~8-K afiled ~~proportional~~on ~~amount~~March ~~of up to 2~~25,~~800,000~~ ~~shares~~2013 ofand ~~Selway common~~April ~~stock~~16, if2013 ~~any,~~HCCA’s ~~(the~~practice ~~“Earnout~~of ~~Payment~~recognizing ~~Shares”) issuable upon the combined company achieving certain consolidated~~revenue ~~gross~~from ~~revenue~~rebates ~~thresholds~~ as ~~more~~well ~~fully~~as ~~described below, plus (iii) the right to receive a proportional amount of the proceeds~~ from ~~the~~ ~~exercise~~its ofmail-order ~~certain~~pharmacy ~~warrants~~business. ~~being~~HCCA ~~issued~~has toreclassified ~~Selway~~these ~~Capital~~figures ~~Holdings, LLC, a Delaware limited liability company, the Company’s sponsor,~~ as ~~more~~decreases ~~fully~~to ~~described~~cost ~~below. A portion~~ of ~~the Closing Payment (520~~sales,~~000 shares and promissory notes~~ with ~~an aggregate face value of $750,000) was placed in escrow for a period of 12 months following~~ the ~~Merger~~exception ~~to satisfy indemnification obligations~~ of ~~the HCCA, if any, as more fully described below. The promissory notes included in the Closing Payment are non~~co-~~interest~~pays ~~bearing and~~from ~~subordinated~~members towho ~~all~~order ~~senior debt of the combined company in the event of a default under such senior debt. The notes will be repaid~~ from ~~75%~~its ~~of 25% of the combined company’s free cash~~mail-~~flow~~order ~~(defined as in the notes) in excess of $2,000,000~~facility. ~~The~~There ~~combined company~~is ~~will~~no beimpact ~~obligated~~on togross ~~repay such notes if~~profit, ~~among~~nor ~~other~~is ~~events,~~ there an isimpact aon ~~transaction~~operating ~~that~~expenses ~~that~~related ~~results~~to inthis ~~a change of control of the combined company~~reclassification.

18On September 16, 2013, the Board of Directors of the Company, after consultation with, and upon recommendation from, management of the Company, concluded that the previously issued and restated audited financial statements for the years ended December 31, 2011 and 2012 of HCCA, and the previously issued unaudited financial statements for the quarter ended March 31, 2013 of HCCA, should no longer be relied upon and that disclosure should be made, and action should be taken, to prevent future reliance on such financial statements. The Company reported this information in its Current Report on Form 8-K dated September 16, 2013.

~~The~~Our ~~Earnout~~officers ~~Payment~~discussed ~~Shares,~~the ifforegoing ~~any,~~matters with ~~will~~HCCA’s beindependent ~~issued~~registered aspublic ~~follows: (i)~~accounting ~~1,400,000~~firm ~~shares~~during if the ~~combined~~period, ~~company~~Thomas ~~achieves~~J. ~~consolidated gross revenue of $150~~Harris,~~000,000~~ ~~for~~Certified ~~the~~Public ~~twelve months ended March~~Accountant. ~~31,~~The ~~2014~~Board orof ~~June~~Directors ~~30,~~authorized ~~2014;~~ and ~~(ii)~~directed ~~1,400,000~~that ~~shares~~our ifofficers take the ~~combined~~appropriate ~~company~~and ~~achieves~~necessary ~~consolidated~~actions ~~gross~~to ~~revenue~~amend ofand ~~$300,000,000~~restate ~~for~~ the ~~twelve~~Original ~~months ended March 31, 2015 or June 30, 2015~~8-K. InAs ~~the~~a ~~event~~result ~~the~~we ~~combined~~reviewed ~~company~~our ~~does~~financial ~~not~~statements ~~achieve~~in ~~the~~an ~~first~~attempt ~~earnout threshold,~~to ~~but~~discover ~~does achieve the second earnout threshold, then~~ all of the ~~Earnout~~material ~~Payment~~errors ~~Shares~~and ~~shall be issued. If the combined~~misstatements ~~company~~that ~~consolidates,~~were ~~merges~~included ~~or transfers substantially all of its assets prior to June 30, 2015 at a valuation of at least $15~~therein.~~00 per~~ ~~share,~~As ~~then~~part ~~all~~ of ~~the~~this ~~Earnout~~review ~~Payment~~we ~~Shares~~engaged ~~not~~external ~~previously~~consultants ~~paid~~to ~~out~~review ~~shall~~and beinvestigate ~~issued~~our ~~immediately~~books ~~prior~~and ~~to such transaction.~~records ~~If,~~and ~~prior~~other torelated ~~achieving~~transactions ~~either~~and ~~earnout~~activities ~~threshold the combined company acquires another business in exchange~~ for ~~its~~2012 ~~equity~~and ~~or debt securities, then any remaining earnout thresholds may be adjusted by the independent members of the combined company’s board of directors in their sole discretion~~2011.

In connection with a bridge financing (the “Bridge Financing”) completed by the HCCA in September 2012, the HCCA issued 59.25 units, each unit consisting of 10,000 preferred shares and a promissory note with a face value of $100,000. At the time of the Merger, holders of all of the issued and outstanding shares of preferred stock of HCCA had each of their shares of preferred stock of HCCA converted into the right to receive a proportional amount of 592,500 shares of Selway Series C common stock and warrants to purchase 296,250 shares of Selway common stock. In accordance with the terms of the promissory notes issued in the Bridge Financing, at the time of the Merger notes in the aggregate amount of $3,159,591.78 (including principal and interest accrued to date) were converted into 315,959 shares of Selway Series C common stock and notes in the aggregate principal amount of $3,025,000 were repaid in full.2

On ~~the~~November ~~Closing~~11, ~~Date~~2013, ~~certain~~the ~~members~~Company ofissued a press release announcing that the ~~HCCA’s~~Company ~~management received~~had ~~promissory~~discovered ~~notes~~additional ~~with~~issues that necessitated an ~~aggregate~~in-depth ~~face~~analysis ~~value~~of the books and records of $2HCCA for 2011,~~500,000~~ (2012 and the ~~“Management~~three ~~Incentive~~months ~~Notes”)~~ended March 31, ~~which~~2013. ~~notes~~As a result of this review our management concluded ~~are~~that ~~non-interest~~it ~~bearing~~will ~~and~~be ~~subordinated~~unable to ~~all~~complete ~~senior~~our ~~debt~~restated of2011 ~~the~~financial ~~combined~~statements, ~~company~~due into ~~the~~lack ~~event~~ of asufficient ~~default~~source ~~under~~documents ~~such~~and ~~senior~~other ~~debt.~~information, ~~The~~and ~~Management~~that, ~~Incentive~~as ~~Notes~~a ~~will~~result beof ~~repaid~~the ~~from~~analysis, ~~25%~~management ofhad ~~25%~~decided ofto exclude the ~~combined~~2011 ~~company’s~~income ~~free~~statement ~~cash-flow~~from ~~(defined~~our asTransition inReport ~~the~~on ~~notes)~~Form 10-K, in ~~excess~~which ofit $2would otherwise be required,~~000,000.~~ ~~The~~and ~~combined~~that ~~company~~we ~~will~~would beadjust ~~obligated~~the tofinancial ~~repay~~statements ~~such~~for ~~notes~~2012 ~~if,~~and ~~among~~the 6 ~~other~~months ~~events~~ended June 30, ~~there is~~2013 ato ~~transaction~~reflect ~~that~~the correction of the errors that ~~results~~were indiscovered. aThe ~~change~~Transition ofReport ~~control~~on ofForm ~~the~~10-K ~~combined~~was filed ~~company~~on March 13, 2013.

InThe ~~addition,~~errors atrequiring ~~the~~a ~~time~~restatement of ~~the Merger, certain members of~~ HCCA’s financial ~~management~~statements ~~received~~resulted anin ~~aggregate of~~material ~~1,500,000~~weaknesses ~~shares~~in ofinternal ~~Selway~~control ~~common~~over ~~stock~~financial ,reporting which ~~shares~~ were ~~fully~~noted ~~vested~~in ~~but~~the ~~placed~~amended filings. inIn ~~escrow~~order to behelp ~~released~~prevent insimilar ~~three~~accounting ~~equal installments~~errors ofin ~~500~~the future,~~000~~ ~~shares~~the onCompany ~~each~~has ofhired ~~September~~a 30new CFO effective as of June 3, 2013, ~~June~~and ~~30,~~instituted ~~2014~~new procedures and ~~June~~controls ~~30,~~where ~~2015.~~all ~~HCCA~~material ~~expects~~schedules toand ~~record~~related ajournal ~~one-time~~entries are reviewed by the ~~expense,~~CFO ~~estimated~~on ~~not~~a tomonthly ~~exceed~~basis. ~~$12~~On January 7,~~000~~ 2014,~~000,~~ ~~reflecting~~ the ~~estimated~~Company’s ~~market~~Board ~~value~~of Directors established an Audit Committee consisting of Mr. ~~these~~Thomas ~~shares~~Rebar atand Edmundo Gonzalez, with Mr. Rebar as Chairman. In addition, the ~~time~~Company is in the process of locating additional independent directors eligible to serve on the ~~merger~~audit committee.

InNew ~~conjunction~~Chief ~~with~~Executive ~~the merger of Merger Sub into HCCA:~~Officer

·On ~~The~~December 31, 2013, the Company ~~entered~~appointed Natasha ~~into~~Giordano ~~exchange~~to ~~agreements~~serve ~~with~~as 3Chief ~~beneficial~~Executive ~~holders~~Officer, President and director of ~~HCCA’s~~the ~~bridge~~Company, ~~loan~~effective ~~holders~~January ~~who~~1, ~~were~~2014. ~~also~~Also ~~beneficial~~on December ~~holders~~31, of2013, ~~greater~~Gary ~~than~~Sekulski 5%resigned as Chief Executive Officer of ~~Selway’s~~the ~~Series~~Company Aeffective ~~common~~upon ~~stock~~the appointment of his successor, Natasha Giordano. ~~Pursuant~~He will continue to serve as a director of the ~~exchange~~Company. ~~agreements~~In addition, ~~such~~Mr. ~~holders~~Sekulski ~~converted~~entered aninto ~~aggregate~~a ofone ~~281,554~~year renewable consulting agreement whereby he will provide sales and marketing consulting services to the Company.

·Change ~~shares of Selway’s Series A common stock to Selway’s Series C common stock. In conjunction with the exchange, such holders were repaid bridge notes~~ in ~~the~~Fiscal ~~aggregate principal amount of $3,025,000.~~Year

·On ~~The~~November ~~Company~~7, ~~entered~~2013, ~~into~~the ~~exchange~~Company ~~agreements~~determined to ~~with~~change 3its ~~beneficial~~fiscal ~~holders~~year ofend ~~greater~~from ~~than~~June 5%30 ofto ~~Selway’s~~December ~~Series~~31. AAs ~~common~~a ~~stock.~~result ~~Pursuant~~of to the ~~exchange~~change ~~agreements,~~in ~~such~~fiscal ~~holders converted an aggregate of 878~~year,~~481~~ ~~shares~~the ofCompany ~~Selway’s~~will ~~Series~~file Aa ~~common~~transition report ~~stock~~on toForm ~~Selway’s~~10-K ~~Series~~for Cthe ~~common~~six ~~stock~~months ~~and~~ended ~~received~~December ~~$3.53 per share of Series A common stock exchanged~~31, ~~or an aggregate of $3,101,037~~2013.~~93.~~

·Debt An aggregate of $11,948,360.50 was released from Selway’s trust account, reflecting the number of shares of Series A common stock that were converted into Series C common stock, of which $232,007 was paid to the underwriters from Selway’s initial public offering.Modification

·On ~~The~~October ~~placement~~15, ~~warrants~~2013, ~~held by~~ the Company’s ~~founders~~received a ~~were~~notice ~~converted~~of ~~into~~events ~~the~~of ~~right~~default ~~to receive:~~ (ithe “Notice”) anfrom ~~aggregate~~Partners ofFor ~~100~~Growth III,~~000~~ ~~shares~~L.P. ~~of Selway common stock; and~~ (iithe “Lender”) ~~warrants~~ pursuant to ~~purchase~~that ancertain ~~aggregate~~Loan ofand ~~1,000,000~~Security ~~shares~~Agreement ofdated ~~Selway~~as ~~common stock at an exercise price~~ of ~~$10.00~~July ~~per~~17, ~~share~~2013 (the “~~Exchange~~Loan ~~Warrants~~Agreement”). ~~The~~by ~~proceeds~~and ~~from~~among the ~~exercise~~Company, Healthcare Corporation of ~~the~~America, ~~exchange~~a ~~warrants~~New ~~will~~Jersey becorporation ~~paid:~~and ~~(i)~~wholly ~~75%~~owned tosubsidiary of the ~~holders~~Company of(“HCA”), ~~all~~Prescription Corporation of ~~the~~America, ~~issued~~a ~~and~~New ~~outstanding~~Jersey ~~shares~~corporation ofand ~~common~~wholly ~~stock~~owned subsidiary of ~~HCCA~~HCA ~~immediately~~(“PCA”), ~~prior~~and toPCA ~~the~~Benefits, ~~time~~Inc., a ofNew ~~the~~Jersey ~~Merger;~~corporation and ~~(ii)~~wholly ~~25%~~owned tosubsidiary ~~certain~~of ~~members~~HCA of(“PCAB”; ~~HCCA~~and ~~management.~~collectively ~~The~~with ~~exchange~~the ~~warrants~~Company, ~~are~~HCA ~~only~~and ~~exercisable~~PCA, the ~~for~~“Borrowers”). ~~cash~~On December 31, ~~may~~2013, ~~not~~the beCompany ~~exercised~~entered oninto a ~~cashless basis~~Forbearance, Waiver and ~~must~~Modification beNo. ~~exercised~~1 ifto ~~the~~Loan Agreement ~~closing~~with ~~price~~the ~~for~~Lender (the ~~combined~~“Modification”) ~~company’s~~that ~~common~~is ~~stock~~described ~~exceeds~~in ~~$12.00~~the ~~per~~Company’s ~~share~~Current ~~for~~Report 20on ~~trading~~Form ~~days~~8-K dated inDecember ~~any~~31, ~~30-trading-day period~~2013.

19Private Placement

InOn ~~addition~~December 31, ~~HCCA~~2013, ~~waived~~the Company entered into a securities purchase agreement (the ~~condition~~“SPA”) towith ~~closing~~certain ~~that~~purchasers (each a ~~revolving~~“Purchaser” and collectively, ~~credit~~the ~~facility~~“Purchasers”) innamed therein and Chardan Capital Markets, LLC (“Agent”) as administrative and collateral agent. Pursuant to the ~~aggregate~~SPA, ~~amount~~the ofCompany issued $52,112,500 ~~million~~of beJunior inSecured ~~place~~Convertible Term Notes (the “Notes”), which Notes are convertible into shares of the Company’s common stock at ~~closing~~an initial fixed conversion price equal to $1.50 ~~Such~~per ~~facility~~share. The ~~subsequently~~Purchasers ~~closed~~of onNotes ~~April~~also 11received warrants (the “Warrants”) to purchase one share for every $1.50 of Notes purchased by such Purchaser. The Company completed the initial closing of a private placement of Notes and Warrants under the SPA on December 31, 2013 , and may continue to make subsequent placements under the SPA until it has placed an aggregate of $6,000,000 in Notes under the SPA or the date that is ~~described~~30 ~~further~~days ~~below~~after the date of such initial closing (the private placements under the SPA are collectively referred to as the “Private Placement”).

~~Indemnification; Escrow of Closing Payment~~3

~~Pursuant~~In toconnection ~~the~~with ~~Agreement, if~~ the ~~HCCA~~Private ~~violates, misrepresents~~Placement orthe ~~breaches~~Company ~~any of its representations, warranties, and covenants, it has~~ agreed to ~~indemnify~~pay ~~Selway~~the ~~for~~Agent upa tofee 10representing 9% of the ~~Closing Payment.~~principal ~~For~~amount ~~that purpose,~~ of the ~~Closing~~Notes ~~Payment,~~plus anthe ~~aggregate of 520,000 shares and promissory notes with an aggregate face value of~~ $~~750~~500,000 ~~are~~additional ~~being held in escrow for a period of 12 months following the Merger in order to satisfy any indemnification obligations~~loan offrom the ~~HCCA.~~Lender, Ifless ~~Selway violates~~$250,000, ~~misrepresent~~ or ~~breaches any of its representations~~$2, ~~warranties~~362,500. ~~and~~The ~~covenants,~~fee itwas ~~has~~paid ~~agreed to~~in ~~indemnify~~ the ~~HCCA~~form ~~stockholders up to 10%~~ of ~~the~~additional ~~Closing~~Notes ~~Payment, payable in cash~~ (upwith toa ~~$5,950,000).~~pro ~~For~~rata ~~purposes~~number of ~~the indemnification~~warrants) ~~provisions of the Agreement, each share included~~ in the ~~Closing~~amount ~~Payment~~of ~~will be deemed to be worth~~ $~~10.00~~212,625 ~~and~~(for ~~the~~total ~~promissory~~principal ~~notes will~~amount beof ~~deemed~~Notes equal to ~~be worth their face value~~$2,325,125).

~~Board~~In ofconnection ~~Directors~~with the issuance of the ~~Combined~~Notes under the SPA, the Company; ~~Voting~~issued ~~Agreement~~warrants to purchase an aggregate of 1,550,083 shares of common stock (including warrants to purchase 141,750 shares issued to the Agent for its fees), at an exercise price of $3.00 per share (the “Exercise Price”), at any time on or prior to December 31, 2018 (the “Warrants”). The Warrants may also be exercised on a cashless basis.

InThe ~~connection~~Company ~~with~~and ~~the~~its ~~closing~~subsidiaries ofentered into ~~the~~a ~~Merger,~~Master onSecurity ~~April~~Agreement ~~10,~~with ~~2013,~~ the ~~Company~~Agent ~~entered into a voting agreement~~ pursuant to which, ~~for~~the aCompany ~~two~~and ~~year~~its ~~period,~~subsidiaries ~~Gary~~agreed ~~Sekulski,~~to assecure the ~~representative of the~~payment ~~stockholders~~ of ~~HCCA~~all ~~before~~obligations under the ~~Merger,~~Notes ~~will~~by ~~designate~~granting ~~three~~and ~~persons~~pledging to the ~~combined~~Agent ~~company’s~~a ~~board~~continuing ofsecurity ~~directors,~~interest ~~Edmundo Gonzalez,~~in asall ~~Selway’s~~of ~~representative, will designate one person to~~ the ~~combined company~~Company’s ~~board~~ and ~~such~~its ~~designees will~~subsidiaries’ ~~unanimously~~property ~~designate~~now ~~three~~owned ~~persons~~or toat ~~the~~any ~~combined~~time ~~company’s~~hereafter ~~board~~acquired ofby ~~directors~~them.

~~Registration~~Pursuant ~~Rights~~to a registration rights agreement entered into in connection with the Private Placement, the Company is required to file a registration statement covering all securities issued or issuable pursuant to the SPA (the “SPA Securities”) no later than ten business days following the filing with the Commission of the Company’s annual or quarterly report for the period ending December 31, 2013 (or, if the Company does not file a report for such period, the report for the period ending closest to December 31, 2013), but in no event later than April 14, 2014. The holders of SPA Securities are entitled to liquidated damages in the amount of 1% of the face value of the Notes for each 30 day period the company fails to comply with its obligations under the registration rights agreement. In the event the Company fails to timely make such liquidated damages payment, the such amounts shall accrue interest at a rate of 1.5% for every 30 day period such failure continues.

InGoing connection with transactions contemplated by the Agreement , the Company also entered into a registration rights agreement to register all shares included in the Closing Payment, the Earnout Payment Shares, the shares underlying the Exchange Warrants, and the Selway shares issued as compensation for the Bridge Financing completed by HCCA in September 2012, pursuant to the terms of a Registration Rights Agreement entered into at the closing of the Merger (all such securities issued in connection with the Merger, the “Merger Securities”). The holders of the majority of the Merger Securities are entitled to make up to two demands that the Company register such securities at any time commencing six months following the consummation of the Merger. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to Selway’s consummation of an acquisition transaction. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Concern

~~Advisory~~We ~~Securities~~continue generating substantial losses and expect to into the foreseeable future, while successfully completing various financings as described herein during 2012 and 2013. Nevertheless, as of the date of this report we have not yet established an ongoing source of revenues sufficient to cover our operating costs to allow us to continue as a going concern. Our ability to continue as a going concern is dependent on our obtaining additional adequate capital to fund operating losses until we become profitable and generate cash flows from our operations. If we are unable to obtain adequate capital, we could be forced to cease operations. We are contemplating conducting additional offering of our debt or equity securities to obtain additional operating capital. There are no assurances we will be successful and without sufficient financing it would be unlikely for us to continue as a going concern.

The Company is obligated to pay Chardan Capital Markets, LLC the following in consideration of its services in connection with the merger transactions described above:

· Five percent of all equity consideration issued in the transaction.

· Promissory notes having an aggregate principal amount of five percent of all promissory notes issued in connection with the transaction, on the same terms and conditions as the promissory notes issued in the transaction.

Post-Merger Tender Offer

The Company commenced a tender offer for all of its outstanding Series B shares on May 10, 2013. Selway is offering $10.30 for each outstanding share of Series B common stock outstanding. If the tender offer is not completed by August 14, 2013, the Company will be required to terminate the tender offer and automatically liquidate the trust account and distribute a pro rata portion of the trust account ($10.30 per share) to each holder of Series B common stock, and the Series B common stock will be canceled.

Revolving Credit Facility

On April 11, 2013, PCA and PCA Benefits, Inc. (together, the “Borrower”), the wholly-owned subsidiaries of HCCA, entered into a credit and security agreement with a fund managed by Muneris Capital Group (“Lender”) for a secured revolving credit facility with an initial aggregate credit limit of $5,000,000. The facility has a term of three years, through April 11, 2016, during which the loan proceeds are to be used solely for working capital. The Lender may, at its discretion, increase the credit limit in increments of $250,000, up to a maximum facility limit of $25,000,000. Interest is payable on a monthly basis, commencing May 1, 2013, at an annual rate of prime (as determined by Wells Fargo Bank of San Francisco) plus 1.75%. The interest rate will automatically reduce to prime plus 0.75% if: (i) the principal amount outstanding under the facility exceeds $7,500,000 and; (ii) the fixed charge coverage ratio (as defined in the agreement) is at least 3-to-1 as of the end of any two consecutive calendar months. The facility is guaranteed by HCCA and the agreement grants the Lender a first priority security interest in certain collateral, which includes the Borrower’s accounts receivable, bank deposit accounts and all personal property (other than intellectual property) and fixtures. The facility contains certain financial covenants, including the requirement to maintain: (i) a ratio of current assets to current liabilities of at least 2-to-1; (ii) from October 2013 to December 2013, the fixed charge coverage ratio existing as of the end of September 2013, and after December 2013, a fixed charge coverage ratio of at least 1.2-to-1; and (iii) a loan turnover rate of 25, as calculated by dividing: (A) 365 by (B) the result achieved by dividing: (i) the product of the aggregate of all accounts receivable collected during the relevant Test Period (generally defined as the last three calendar months then ended), multiplied by 4; by (ii) the outstanding principal balance of the credit facility as of the last business day of such Test Period. The agreement also includes customary negative covenants and financial reporting requirements, as well as certain customary events of default that would render all outstanding amounts under the agreement immediately due and payable, including but not limited to: (i) Borrower failing to pay amount amounts due within 2 business days of notice; (ii) Lender ceasing to have a valid perfected first priority security interest in any material portion of the collateral; (iii) Borrower or HCCA, as guarantor, undergoing any change of control, including the occurrence of a merger or consolidation, a disposition of a substantial portion of Borrower’s assets, or Borrower’s inability to find a reasonably satisfactory replacement for a chief executive officer within 30 days of the current chief executive officer’s termination or resignation from such post.

Financial Statements of HCCA

On May 9, 2013, the Company’s Board of Directors, after consultation with, and upon recommendation from, management of the Company, concluded the previously issued audited financial statements for the years ended December 31, 2011 and 2012 for HCCA, which the Company recently acquired and which is currently the Company’s subsidiary, should no longer be relied upon and that disclosure should be made, and action should be taken, to prevent future reliance on such financial statements. HCCA will restate its financial statements for the year ended December 31, 2011 and 2012.

While conducting a review of HCCA’s financial statements in connection with upcoming public filings the Company discovered that certain accounts receivables were overstated due to accounting errors which included the recognition of certain 2013 revenues in 2012. In addition, the Company discovered that a payable to a large service provider was erroneously understated as HCCA believed that it might not be obligated to pay the service provider because of a claim submitted by HCCA against the service provider. While HCCA is currently pursuing claims of up to $5 million against the service provider, it should have accrued an account payable to the service provider in its financial statements, notwithstanding this claim. In addition the Company discovered that HCCA failed to disclose that the service provider filed a $2.9 million counter claim in support of efforts to collect from HCCA.

The Company believes that the issues outlined above will not materially impact its 2013 revenue guidance and is reiterating its previously provided revenue guidance of $81.3 million.

The impact of these errors on HCCA’s historical and previously filed financial statements for 2011 and 2012 is as follows:

2011

· For the balance sheet as of December 31, 2011, HCCA understated its accounts payable and other payables collectively by approximately $1,810,000 and correspondingly understated its Accumulated Deficit by approximately $1,810,000. Of the $1,810,000, $1,260,000 was a payable to the service provider discussed above and $550,000 was payable to a customer due to a prepayment that was erroneously recorded as revenues. For the Consolidated Statement of Operations for the Year Ended December 31, 2011, HCAA understated its net loss by approximately $1,810,000 as it overstated its revenues by approximately $550,000 and understated its expenses by approximately $1,260,000. Loss per share was understated by approximately $.048.

2012

· For the balance sheet as of December 31, 2012, HCCA understated its accounts payable and other payables collectively by approximately $3,005,000, overstated its accounts receivables by approximately $962,000 and correspondingly understated its Accumulated Deficit by approximately $3,967,000. Of the $3,005,000 understatement of accounts payable, approximately $2,360,000 was payable to the service provider discussed above and $550,000 was payable to a customer (see 2011 above). For the Consolidated Statement of Operations for the Year Ended December 31, 2012, HCAA understated its net loss by approximately $2,160,000 as it overstated its revenues by approximately $1,050,000 and understated its expenses by approximately $1,110,000. Loss per share was understated by approximately $0.055. Of the $1,050,000 overstatement of 2012 revenues, $650,000 will be recorded as revenue in the first quarter of 2013.

The Company’s officers have discussed the foregoing matters with the Company’s current independent registered public accounting firm, Thomas J. Harris, Certified Public Accountant, which was the auditor of HCCA’s financial statements. The Board of Directors has authorized and directed that the officers of the Company take the appropriate and necessary actions to amend and restate the Current Report on Form 8-K dated April 10, 2013, pursuant to which HCCA’s financial statements were filed with the SEC. The Company expects to file restated financial statements reflecting the foregoing corrections no later than May 15, 2013.

The results of operations below relate to the period prior to our Business Transaction and do not reflect the financial results of HCCA for the three months ended March 31, 2013. The financial results of HCCA for the three months ended March 31, 2013 will be filed on an amendment to the Current Report on Form 8-K dated April 10, 2013.

Results of Operations

~~For~~THREE ~~the~~MONTHS ~~three~~ENDED ~~months~~SEPTEMBER ~~ended March 31~~30, 2013, weCOMPARED ~~had~~TO aTHREE ~~net loss~~MONTHS ofENDED ~~$1,834,740,~~SEPTEMBER ~~consisting of interest and dividend income of $4~~30,~~552~~ less costs attributable to general and administrative expenses of $192,625 and non-cash expenses attributable to the change in the fair value of warrants of $1,646,667. The general and administrative costs incurred during the three months ended March 31, 2013 reflect predominantly costs associated with being a public company including legal, financial reporting and accounting expenses. For the three months ended March 31, 2012, we had a net loss of $1,319,924 consisting of interest and dividend income of $2,653 less costs attributable to general and administrative expenses of $109,244 and non-cash expenses attributable to the change in the fair value of warrants of $1,213,333.

For the period January 12, 2011 (date of inception) to March 31, 2013, we had a net loss of $4,534,254 consisting of interest and dividend income of $22,155 less costs attributable to general and administrative expenses of $656,409 and non-cash expenses attributable to the change in the fair value of warrants of $3,900,000. The general and administrative costs incurred costs incurred during the period January 12, 2011 (date of inception) to March 31, 2013 reflect predominantly costs associated with being a public company including legal, financial reporting and accounting expenses.Sales

HCCA’s sales includes sales earned on its fully funded and self- funded plans. Sales for the three months ended September 30, 2013 was $16,715,144, an increase of $8,897,709, or 114% as compared to sales of $7,817,435 for the three months ended September 30, 2012. The increase was primarily attributable to significant growth in HCCA’s core PBM business (Fully-Funded and Self-Funded). HCCA’s sales is based on contracts that generally last for one year and are billed on a monthly basis. Sales are recognized as the products and services are delivered to members (typically employees of the client).

We estimate that the Fully- Funded business line which accounted for approximately 72% of our sales for the three months ending September 30, 2013, and which generated substantial operating losses, will decline in the months to come as annual renewable contracts may not renew due to our demand for substantial price increases as a condition for contract renewals.

Cost of Sales

Cost of sales for the three months ended September 30, 2013 was $15,762,918, an increase of $8,256,045 or 110%, as compared to $7,506,873 for the three months ended September 30, 2012. The increase was primarily attributable to HCCA’s growth in its core business.

HCCA’s cost of sales for its PBM business derives from the cost of claims related to its clients. All claims are adjudicated via the Argus system. Cost of claims includes the cost of drugs dispensed and charged by pharmacies servicing HCCA’s members and an administrative fee charged by Argus. The cost of claims relating to HCCA’s mail-order pharmacy, which directly services our members, exclusively comes from the cost of each individual drug as set by the manufacturer. HCCA’s mail-order pharmacy purchases drugs from various suppliers, who are mainly drug wholesalers.

Rebates received from pharmaceutical manufacturers are recorded as reduction of cost of sales, and the portion of the rebate payable to customers is treated as reduction of sales.

Gross Profit

HCCA’s gross profit increased from $310,562 in the three months ended September 30, 2012 to $952,226 in the three months ended September 30, 2013. Gross margin was 5.7% in the three months ended September 30, 2013 compared to 4.0% in the three months ended September 30, 2012.

SG&A Costs

HCCA’s SG&A costs totaled $4,545,929 in the three months ended September 30, 2013 compared to $2,189,392 in the three months ended September 30, 2012, representing an increase of 108%. SG&A costs derive primarily from wages and stock based compensation, which represented 44% of SG&A in the three months ended September 30, 2013, as well as from commissions on sales to brokers, professional fees and reinsurance costs relating to the fully funded programs that collectively amounted to 39% of SG&A costs.

The increase in SG&A costs is primarily attributable to; wages and related costs as well as stock based compensation which increased by approximately $1.3 million, Professional fees which increased by approximately $0.3 million due to public company costs, reinsurance fees relating to our fully funded business which increased by approximately $0.4 million and, commission expenses mostly relating to our fully funded business which increased by approximately $0.3 million.

Interest Expense and Other Expense, net

Interest expense and other expenses, net for the three months ended September 30, 2013 totaled $1,224,209 compared to $127,026 for the three months ended September 30, 2012. Interest expenses for the three months ended September 30, 2013 included a charge of approximately $0.5 million due previously capitalized expenses relating to a line of credit which was terminated during the quarter. In addition we recorded interest expenses amounting to approximately $0.4 million in connection with the Senior Convertible Note that we issued in July 2013, including $0.3 million representing the expected penalty on the late registration of the underlying shares of common stock. Interest expenses also included interest expenses relating to the Incentive Notes of approximately $0.2 million and expenses relating to the capital leases. Interest expenses for the three months ended September 30, 2012 were in connection with the Bridge Notes that were fully repaid in cash and shares of common stock at the time of the Merger in April 2013.

Liquidity and Capital Resources

OnOur ~~November~~sources ~~14, 2011 we closed our Offering~~ of ~~2,000,000~~liquidity ~~units at~~have ~~a price of $10.00 per unit, with gross proceeds of $20,000,000. Immediately prior to the closing of the Offering, we sold 2,333,333~~historically ~~warrants~~primarily ~~to our sponsor for $0.75 per warrant, with gross proceeds of approximately $1,750,000. Each unit in the Offering~~ consisted of ~~one share~~ of ~~common~~cash ~~stock~~provided ~~and one redeemable common stock purchase warrant. Each warrant entitles the holder to purchase~~ from us ~~one~~purchases ~~share~~ of ~~our~~equity ~~common stock at an exercise price of $7.50. Our common stock~~ and ~~warrants~~debt ~~started~~securities ~~trading separately as~~ of ~~December~~ ~~16, 2011. We deposited $20,600,000 (including $400,000 of deferred underwriting commissions) from~~ the ~~Offering~~company ~~and~~by ~~private placement of warrants, net of fees and offering expenses, in a trust account for the benefit our public stockholders~~investors.

22Since our inception through September 30, 2013 we incurred accumulated (deficit) of ($29,408,934) and continued to generate losses since October 1, 2013.

The net proceeds from the sale of our units in the Offering, after deducting certain offering expenses of $1,525,909, including underwriting discounts of $500,000, deferred underwriting discounts of $400,000 and $100,000 to be paid to Loeb & Loeb LLP upon the consumation of our Business Transaction, were $18,474,091. Additionally, net proceeds from the sale of private placement warrants totaled approximately $1,750,000. Aggregate net proceeds from the sale of warrants and units totaled $20,224,091. Except for interest that is earned on the funds contained in the trust account that may be released to us to be used as working capital, we were not able to access the amounts held in the trust until we consummated a Business Transaction. The amounts held outside of the trust account were available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.5

~~From~~We ~~January~~have 12generated substantial losses, ~~2011~~while successfully (completing various financings as described herein during 2012 and 2013. Nevertheless, as of the date of this report we have not yet established an ongoing source of revenues sufficient to cover our ~~inception)~~operating ~~through~~costs ~~March~~to allow us to continue as a ~~31,~~going ~~2013~~concern. Our ability to continue as a going concern is dependent on our obtaining additional adequate capital to fund operating losses until we become profitable and generate cash flows from our operations. If we are unable to obtain adequate capital, we could ~~had~~be ~~operating~~forced ~~expenses~~to cease operations. We are contemplating conducting additional offering of ~~$656,409~~our debt or equity securities to obtain additional operating capital. There are no assurances we will be successful and without sufficient financing it would be unlikely for us to continue as a going concern.

~~The~~Net ~~net~~cash ~~proceeds~~used ~~deposited~~in ~~into~~operating ~~the~~activities ~~trust~~for ~~fund~~the ~~remain~~three months onended ~~deposit in~~September ~~the~~30, ~~trust~~2013 ~~account~~was ~~earning~~$2.3 ~~interest~~million. AsNet ofloss ~~March~~for ~~31,~~the ~~2013,~~period wewas ~~had~~$4.7 million offset by noncash adjustments for approximately $~~20,600,000~~1.4 ~~held~~million infor ~~the~~stock ~~trust~~and ~~account~~note based compensation, ~~which included~~non-cash ~~deferred~~interest ~~underwriting~~expense, ~~fees~~depreciation ofand ~~$400~~amortization expense,~~000.~~ ~~During~~and the ~~three~~mark ~~months~~to ~~ended~~market ~~March~~adjustment ~~31,~~on ~~2013,~~the ~~$6,224~~warrant ofliability. ~~cash~~Net ~~was~~changes ~~withdrawn~~in ~~from the~~working ~~trust~~capital ~~account~~increased tocash ~~fund~~from operating ~~working~~activities ~~capital~~by approximately $1.0 ~~Additionally~~million, asprimarily ofdue ~~March~~to ~~31,~~an ~~2013,~~increase wein ~~had~~accounts payable and accrued expenses of $~~6,486~~1.3 ~~outside~~million ~~the~~due ~~trust~~in ~~account~~part to ~~fund our~~the ~~working~~timing ~~capital~~of ~~requirements~~invoice payments, payroll payments and registration right penalties.

WeCash ~~intended~~outflows toon ~~use~~purchases ~~substantially all~~ of ~~the net proceeds of the Offering to acquire one or more target businesses~~property, ~~and~~equipment ~~to use a portion of the interest earned on the trust account together with the funds not held in trust to identify~~ and ~~evaluate prospective target businesses, to select one or more target businesses,~~software ~~and~~were to structure, negotiate and consummate a Business Transaction. On April, 10, 2013, we consummated a Business Transaction with Healthcare Corporation of America, a Pharmacy Benefit Manager. In connection therewith, an aggregate of $11104,~~948,360~~513.50 was released from our trust account, leaving $8,651,639.50 available in the trust account for release to our holders of Series B common stock in the event of a post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be.

~~From~~For ~~November~~the ~~14,~~three ~~2011~~months ~~through~~ended ~~May~~September 1430, 2013 ~~2012,~~cash weprovided ~~incurred~~by afinancing ~~fee~~activities was approximately $4.1 million. The Company’s cash in–flow from the issuance of the Senior Convertible Note was $5~~,000~~ ~~per~~million ~~month~~while toincurring ~~Selway~~debt ~~Capital~~costs ~~LLC~~relating ~~for~~to ~~office~~the ~~space,~~Senior ~~administration~~Convertible ~~services~~Note ~~and~~of ~~secretarial support~~$328,712. ~~Since~~The Company wepaid ~~had~~off ~~not~~its ~~completed a~~line ~~Business~~of ~~Transaction~~credit byin ~~May~~the ~~14,~~amount ~~2012~~of $534,343 ~~Selway~~on ~~Capital~~its ~~LLC~~line ~~agreed~~of tocredit ~~provide~~and ~~such~~repaid ~~services~~capital ~~free~~leases of ~~charge~~$46,186. ~~until~~The ~~we completed~~Company ~~our~~used ~~Business~~the ~~Transaction~~cash orheld ~~were~~in ~~forced~~trust toin ~~liquidate.~~the ~~The~~amount ~~agreement~~of ~~expired~~$8.65 onmillion ~~April~~to 10redeem 839,965 ~~2013~~shares of Series B Common Stock as mandated by its articles of incorporation.

~~Off-Balance~~In ~~Sheet~~connection with the Bridge Financing completed ~~Arrangements~~by HCCA in September 2012, HCCA issued 59.25 units, each unit consisting of 10,000 preferred shares and a promissory note with a face value of $100,000. At the time of the Merger, holders of all of the issued and outstanding shares of preferred stock of HCCA, by virtue of the Merger, had each of their shares of preferred stock of HCCA converted into the right to receive a proportional amount of 592,500 shares of Selway Series C common stock and warrants to purchase 296,250 shares of Selway Series C common stock. In accordance with the terms of the promissory notes issued in the Bridge Financing, at the time of the Merger, notes in the aggregate amount of $3,159,591.78 (including principal and interest accrued to date) were converted into 315,959 shares of Selway Series C common stock and notes in the aggregate principal amount of $3,025,000 were repaid in full.

WeIn ~~have~~addition noto ~~obligations,~~the ~~assets~~conversion orof ~~liabilities~~the ~~which~~Notes described ~~would~~at ~~be considered~~the ~~off-balance~~completion ~~sheet~~of ~~arrangements.~~the WeMerger, doHCCA ~~not~~received ~~participate~~$4.9 million in ~~transactions~~cash, ~~that~~after ~~create~~expenses ~~relationships~~related ~~with~~to ~~unconsolidated entities~~the ortransaction, ~~financial~~including investment ~~partnerships~~banking fees, ~~often~~legal ~~referred~~and toother ascosts. ~~variable~~In ~~interest~~connection ~~entities~~with the Merger, ~~which~~on ~~would~~April ~~have~~10, ~~been~~2013, ~~established~~Selway ~~for~~entered ~~the~~into exchange ~~purpose~~agreements with 3 beneficial holders of ~~facilitating~~greater ~~off-balance~~than ~~sheet~~5% ~~arrangements.~~of WeSelway’s ~~have~~Series ~~not~~A ~~entered~~common ~~into~~stock. ~~any~~Pursuant ~~off-balance~~to ~~sheet~~the ~~financing~~exchange ~~arrangements~~agreements, ~~established~~such ~~any~~holders ~~special~~converted ~~purpose~~an ~~entities~~aggregate of 878,481 ~~guaranteed~~shares ~~any~~of ~~debt~~Selway’s orSeries ~~commitments~~A common stock to Selway’s Series C common stock and received $3.53 per share of ~~other~~Series ~~entities~~A common stock exchanged, or ~~entered~~an ~~into~~aggregate ~~any~~of ~~non-financial assets~~$3,101,037.93.

~~Contractual~~Subsequent ~~Obligations~~to the closing of the Merger, on April 11, 2013, PCA and PCA Benefits, Inc. (together, the “Borrower”), the wholly-owned subsidiaries of HCCA, entered into a credit and security agreement, as amended, with a fund managed by Muneris Capital Group (“Muneris”) for a secured revolving credit facility with an initial aggregate credit limit of $2,000,000 (the “Muneris Facility”). The facility was terminated in September 2013 due to HCCA’s inability to meet certain financial covenants.

AtOn ~~March~~July 3117, 2013, wethe ~~did~~Company ~~not~~obtained ~~have~~a $5,000,000 ~~any~~loan ~~long-~~(the “PFG Loan”) from Partners for Growth III, LP (“PFG”) for a term ~~debt~~of five years, with ~~capital~~HCCA, ~~lease~~PCA ~~obligations~~and PCA Benefits, ~~operating~~Inc. ~~lease~~serving ~~obligations~~as orguarantors. ~~long-term~~Interest ~~liabilities~~on ~~other~~the ~~than:~~PFG ~~(1)~~Loan ~~$100,000~~is ~~due~~payable toon ~~Loeb~~a &monthly basis at an annual rate ~~Loeb~~of ~~LLP,~~prime ~~our~~(as ~~counsel,~~quoted ~~which~~by ~~was~~the ~~only~~Wall ~~due~~Street ifJournal weor ~~closed~~other anationally ~~Business~~recognized ~~Transaction,~~rate ~~and~~quoting (2service reasonably acceptable to Lender) plus ~~$20~~5.25% per annum,~~000~~ ~~due~~provided that the interest rate will automatically be reduced to ~~Vintage~~prime ~~Filings,~~plus 3.25% if our ~~financial~~ ~~filing~~revenues and ~~printing~~EBITDA for ~~firm,~~the ~~which~~six ~~was~~months ~~only~~ending ~~due~~December if31, we2013 ~~closed~~exceed a$35.5 ~~Business~~million ~~Transaction~~and $(3.1 million), respectively. The ~~full~~principal amount ~~potentially~~of ~~owed~~the toPFG ~~Loeb~~Loan ~~& Loeb LLP~~ and ~~Vintage~~all ~~Filings,~~other ~~has~~accrued ~~been~~and ~~reflected~~unpaid onmonetary ~~our~~obligations ~~balance~~under ~~sheet~~the loan and ~~was~~security ~~paid~~agreement ~~upon~~shall ~~the~~be ~~consummation~~repaid ofon ~~our~~July 17, ~~Business~~2018, ~~Transaction~~unless onearlier ~~April~~amortized, 10converted, ~~2013~~or prepaid.

~~Critical Accounting Policies~~6

The agreement governing the PFG Loan contains certain financial covenants, including the requirement to: (i) maintain a cash and cash equivalents balance of at least $2 million from July 17, 2013 to January 31, 2014 and at least $3 million from February 1, 2014 to July 17, 2018; and (ii) limit our principal borrowings under the Muneris Facility at any given time to no more than $5 million, unless our EBITDA exceeds $0 in three consecutive months, upon which any increase in the amount of indebtedness under the Muneris Facility may not result in principal borrowings under the facility to exceed $25,000,000 without PFG’s consent. The agreement also includes customary negative covenants and financial reporting requirements, as well as certain customary events of default that would render all outstanding amounts under the agreement immediately due and payable, including but not limited to: (i) our failure to pay amounts due within 3 business days after the due date; (ii) PFG ceasing to have a valid perfected first priority security interest in any material portion of the collateral; (iii) we or any current subsidiary undergoing a change in the ownership of 35% or more of the voting power of its then outstanding securities; (iv) we or any current subsidiary acquiring or disposing of any assets, except as relates to certain permitted investments, including but not limited the incorporation of certain new subsidiaries, provided however that PFG may elect to add such new subsidiaries as guarantors for the PFG Loan.

Pursuant to the terms of agreement governing the PFG Loan, we issued a senior convertible note to PFG, in the amount of $5,000,000, representing the principal amount of the PFG Loan. All amounts owing under the Note are convertible, at PFG’s option, into Selway Series C common stock at an initial rate of $8.00 per share. The Note is also subject to mandatory conversion by us in the event that certain conditions are met. Additionally, as part of consideration for the PFG Loan, we issued to PFG and its designees warrants to purchase an aggregate of 220,000 shares of Series C common stock, for $7.50 per share, at any time on or prior to July 17, 2018. In order to include a provision in the loan and security agreement allowing us to prepay the PFG Loan, we issued to PFG and its designees an aggregate of 625,000 warrants that are not exercisable unless and until we choose to prepay the PFG Loan in full. These warrants will become exercisable, for $8.00 per share, only upon our optional prepayment of the loan in full, and will expire on July 17, 2018.

For a more detailed description of the terms of the PFG Loan, please see our Current Report on Form 8-K dated July 23, 2013, which description is incorporated by reference herein.

On December 31, 2013, we entered into a Forbearance, Waiver and Modification No. 1 to the PFG Loan. Pursuant to the terms of the modification, we received an additional $500,000 in loan proceeds, the conversion price was reduced from $7.50 to $2.50, the number of shares issuable upon exercise of the warrants was increased from 220,000 to 555,000 shares, among other changes. For a more detailed description of the terms of the modification, please see our Current Report on Form 8-K dated January 3, 2014, which description is incorporated by reference herein.

On December 31, 2013, we entered into a securities purchase agreement (the “SPA”) with certain purchasers (each a “Purchaser” and collectively, the “Purchasers”) named therein and Chardan Capital Markets, LLC (“Agent”) as administrative and collateral agent. Pursuant to the SPA, we issued $2,112,500 of Junior Secured Convertible Term Notes (the “Notes”), which Notes are convertible into shares of the Company’s common stock at an initial fixed conversion price equal to $1.50 per share. The Purchasers of Notes also received warrants (the “Warrants”) to purchase one share for every $1.50 of Notes purchased by such Purchaser. We completed the initial closing of a private placement of Notes and Warrants under the SPA on December 31, 2013, and may continue to make subsequent placements under the SPA until it has placed an aggregate of $6,000,000 in Notes under the SPA or the date that is 30 days after the date of such initial closing. For a more detailed description of the terms of the SPA, the Notes and the Warrants, please see our Current Report on Form 8-K dated January 3, 2014, which description is incorporated by reference herein.

Off-Balance Sheet Arrangements

HCCA has no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

23Use of Estimates

~~Cash~~The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and ~~cash~~assumptions ~~equivalents:~~ that affect the amounts reported in the financial statements including disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period and accompanying notes. The Company's critical accounting policies are those that are both most important to the Company's financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of the uncertainty of factor surrounding the estimates or judgments used in the preparation of the financial statements, actual results could differ from these estimates.

WeRebates ~~consider all highly liquid investments with original maturities of three months or less to be cash equivalents.~~Receivable

~~Loss~~Pharmaceutical manufacturers offer rebates for selected brand drugs. We currently receive these rebates through a third party administrator. The rebates are considered earned when our members (employees of customers) order the drugs, Rebates earned are paid to us by the third party administrator quarterly. Rebates earned are recognized as a reduction to cost of revenue. The portion of the rebate payable to customers is simultaneously recognized as a reduction of revenue. Management evaluates rebates receivable at the end of every reporting period and adjusts the amount reflected on the accompanying balance sheet to net realizable value. An adjustment is also made to the rebate payable to customers to correspond with any adjustment that Management applies to rebates receivable. Management estimates the rebates receivable based on the estimated number of brands dispensed through the end of reporting date multiplied by the rebate per ~~common~~prescription as ~~share:~~agreed with the third party administrator.

~~Loss~~Revenue ~~per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period.~~Recognition

~~Use~~The ofCompany ~~estimates~~typically enters into annual renewable agreements with its customers to provide pharmacy benefit management on a fixed price or self-insured basis. The Company records revenues from all its current contracts with customers gross as the Company acts as principal based on the following factors: 1) the Company has a separate contractual relationship with its customers and with its claims adjudicator to whom the Company pays the costs of the prescription drugs consumed by its customers (the claims), 2) the Company through its claim adjudicator is responsible to validate and manage the claims, and 3) the Company bears the credit risk for the amount due from the customers. Revenues are recorded monthly as earned. The Company also operates a mail order pharmacy that services our plan members. All revenues and associated costs from dispensing drugs by our mail order pharmacy to our plan members, excluding the members' co-pay are eliminated as inter-company revenues. Some of the contracts contain terms whereby we make certain financial guarantees regarding prescription costs. Actual performance is compared to the guaranteed measure throughout the period and accruals are recorded as an offset to revenue if we fail to meet a financial guarantee.

~~The~~Incentive preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.Notes

~~Income~~Upon ~~taxes~~consummation of the merger, Holders of all of the issued and outstanding shares of common stock of HCCA immediately prior to the time of the Merger had each of their shares of common stock of HCCA converted into the right to receive: (i) a proportional amount of 5,200,000 shares of the Company's Series C common stock and promissory notes with an aggregate face value of $7,500,000 (collectively, the "Closing Payment").

~~Deferred~~In ~~income~~addition ~~taxes~~the ~~are~~Company ~~provided~~issued ~~for~~to ~~the~~its ~~differences between~~management ~~the~~$2,500,000 ~~bases~~ of ~~assets~~Management ~~and~~Incentive ~~liabilities~~Notes ~~for~~and ~~financial~~paid ~~reporting~~fees ~~and~~in ~~income~~connection ~~tax~~with ~~purposes.~~the Atransaction ~~valuation~~by ~~allowance~~issuing ispromissory ~~established~~notes ~~when~~having an ~~necessary~~aggregate toprincipal ~~reduce~~amount ~~deferred~~of ~~tax~~$500,000, ~~assets~~which toreflects ~~the~~five ~~amount~~percent ~~expected~~of toall bepromissory ~~realized~~notes issued in the transaction.

~~Warrant Liability~~8

WeThe ~~account~~above ~~for~~described ~~the~~notes ~~warrants~~with ~~issued~~an inaggregate face ~~connection~~value ~~our~~of ~~initial public~~$10,500,000 ~~offering~~have identical terms and ~~the~~conditions, ~~private~~are ~~placement~~non-interest inbearing ~~accordance~~and ~~with~~are ~~the~~subordinated ~~guidance~~to onall ~~Accounting~~senior ~~for~~debt of ~~Certain~~the ~~Financial~~Company ~~Instruments~~in ~~with Characteristics~~the event of ~~both~~a ~~Liabilities~~default ~~and~~under ~~Equity,~~such ~~which~~senior ~~provides~~debt. ~~that~~The wenotes ~~classify~~will ~~the~~be ~~warrant~~repaid ~~instrument~~prorate asfrom a75% ~~liability~~of at25% ~~its~~of ~~fair~~the Company's ~~value~~free ~~and~~cash-flow ~~adjust~~(defined ~~the~~as ~~instrument~~in tothe ~~fair~~notes) ~~value~~in atexcess ~~each~~of ~~reporting period~~$2,000,000. ~~This~~The ~~liability~~Company iswill ~~subject~~be obligated to ~~re-measurement~~repay atsuch ~~each~~notes ~~balance sheet~~if, ~~date~~among ~~until exercised~~other events, ~~and~~there ~~any~~is ~~change~~a intransaction ~~fair~~that ~~value~~results isin ~~recognized~~a inchange ~~our~~of ~~statement~~control of ~~operations~~the Company.

~~Recent~~The ~~Accounting~~notes ~~Pronouncements:~~were recorded at their estimated present value, based on the estimated time of repayment discounted to the balance sheet date. The Company will continue to re-evaluate its estimates on a periodic basis and adjust the present value of the notes accordingly.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to respond to this Item.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure ~~controls~~Controls and ~~procedures~~Procedures

Disclosure controls and procedures are ~~controls and other procedures that are~~ designed to ensure that information required to be disclosed inby ~~our~~us in reports filed or submitted under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’'s rules and forms. Disclosure controls ~~and procedures~~ include, without limitation, controls and procedures designed to ensure that information required to be disclosed ~~in company reports filed or submitted~~ under the Exchange Act is accumulated and communicated to management, including ~~our~~ principal executive ~~officer~~ and ~~principal~~ financial ~~officer~~officers, as appropriate, to allow timely decisions regarding required disclosure. ~~Our~~There ~~management, with~~are inherent limitations to the ~~participation~~effectiveness of ~~our~~any ~~principal~~system ~~executive~~of ~~officer~~disclosure controls and ~~principal financial officer~~procedures, ~~evaluated~~including the ~~effectiveness,~~possibility as of ~~the end~~human oferror and the ~~period~~circumvention ~~covered~~or byoverriding ~~this report,~~ of ~~our~~the ~~disclosure~~ controls and procedures~~, as such term is defined in Exchange Act Rule 13a-15(e)~~. ~~Based on this evaluation~~ Accordingly, ~~our~~even ~~principal~~effective ~~executive~~disclosure ~~officer~~controls and ~~principal~~procedures ~~financial~~can ~~officer~~only ~~concluded~~provide ~~that,~~reasonable asassurance of ~~such date,~~achieving ~~the~~their ~~Company’s disclosure controls and procedures were effective~~control objectives.

24Management carried out an evaluation, under the supervision of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of disclosure controls and procedures as of September 30, 2013. Based upon that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that the design and operation of disclosure controls and procedures were not effective as of September 30, 2013.

Changes in internal control over financial reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II– OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

~~None~~During 2012, we filed a lawsuit against our past adjudicator of claims for overcharges, over payment on claims, errors and misclassifications, and rebates owed from drug manufacturers claiming damages of over $5 million. Additionally, we have recorded an expense for the amount owed for claims payable. The adjudicator of claims filed a counterclaim for amounts it claims are owed to it by us. In August 2013, we settled the suit with the claims adjudicator. Under the terms of the settlement we agreed to pay the claims adjudicator $2.7 million over 15 months commencing in September 2013. This amount was recorded as a liability as of December 31, 2012, in accounts payable.

On August 14, 2012, we entered into an agreement with a shareholder to buy back 500,000 shares of common stock for $100,000. The agreement also called for the payment of $50,000 in legal fees. As of December 31, 2012, we had not received the 500,000 shares of common stock but had paid the settlement. We received these shares in February 2013. A stock redemption was recorded on December 31, 2012 in the amount of $100,000.

ITEM 1A.

RISK FACTORS

As a smaller reporting company, we are not required to respond to this Item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Use~~None ofthat ~~Proceeds~~have not been previously reported.

From the completion of the Offering through March 31, 2013, we have spent approximately $242,881 on operating expenses.

ITEM 3.

DEFAULT UPON SENIOR SECURITIES

None that have not been previously reported.

ITEM 4.

MINE SAFETY DISCLOSURES

Not ~~applicable~~Applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibit No.		Description
31.1		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

2510

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SELWAY CAPITAL ACQUISITION CORPORATION
	HEALTHCARE CORPORATION OF AMERICA
Date: May 15, 2013	By:	/s/ Gary Sekulski
Date: March 21, 2014	By:	/s/ Yoram Bibring
	Name:	~~Gary~~Yoram ~~Sekulski~~Bibring
	Title:	Chief ~~Executive~~Financial Officer
		(Principal Executive Officer)
		(Principal Accounting and Financial Officer)
Date: May 15, 2013	By:	/s/ Scott Weeber
	Name:	Scott Weeber
	Title:	VP Finance & Accounting
		(Principal Financial and Accounting Officer)

2611

EXHIBIT INDEX

Exhibit No.		Description
31.1		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

2712

Filing Compare · Healthcare Corp of America