UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~June 911, 2013

	LIFE CARE MEDICAL DEVICES LIMITED
	(Exact Name of Registrant as Specified in Charter)

Nevada

000-54632

98-0576696

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

880 Third Avenue, Suite 905, New York, NY	10022
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (917) 860-4514

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 8.01. ~~Entry~~ ~~into a Material Definitive Agreement~~Other Events.

On ~~April~~June 911, 2013, we ~~entered into a Convertible Loan Agreement and Promissory Note with an accredited investor, pursuant to which~~ we ~~sold, in a private~~ ~~placement,~~issued a ~~convertible~~press ~~note~~release inproviding ~~the~~a ~~principal~~mid-year ~~amount~~2013 ofcorporate ~~$600,000~~review and aoutlined ~~warrant~~our tonear-term ~~purchase~~key upstrategic priorities toand ~~1,846,154~~expected ~~shares~~corporate ~~of our common stock~~milestones. ~~The~~A ~~private~~copy ~~placement~~of ~~closed~~this onpress ~~April~~release 9,is ~~2013~~attached ~~and~~hereto weas ~~received~~Exhibit ~~proceeds,~~99.1 ~~net of selling commissions~~ and ~~other~~is ~~offering expense,~~incorporated ofherein ~~$508,500~~by reference.

~~The~~Item ~~promissory note bears interest at the annual rate of 12%, which compounds annually and is payable at the maturity date, which is August 31, 2013~~9. ~~If we default on the note, the interest rate remains 12%~~01. ~~The~~Financial ~~note~~Statements ~~is unsecured~~ and ~~will rank pari passu with our existing indebtedness and senior to any future indebtedness~~Exhibits. We may prepay the note at any time without penalty. At the election of the investor, all or a portion of the note may be converted into shares of our common stock at any time prior to the maturity date at a conversion price of $0.65 per share.

~~The~~(d) warrant is exercisable immediately and has an exercise price of $1.00 per share and a term of three years. The warrant contains a cashless exercise feature and standard adjustment features in the event of a stock split, stock dividend, recapitalization or similar events. The holder of the warrant has piggyback registration rights to the extent that capacity is available in a registration statement as determined by us in our commercially reasonable discretion.Exhibits

Brookline Group, LLC acted as placement agent for the offering. We paid Brookline fees of $60,000 and also issued to them a warrant to purchase up to 276,923 shares of our common stock at an exercise price of $1.00 per share. The terms of the placement agent warrant are identical to those of the warrant issued to the investor.

Exhibit No.	Description

99.1	Press release issued June 11, 2013.

The foregoing is a summary of the terms of the Convertible Loan Agreement and Promissory Note, the investor warrant and the placement agent warrant and does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Convertible Loan Agreement and Promissory Note and the form of warrant, copies of which are attached hereto as Exhibits 10.18 and 4.1, respectively, and are incorporated by reference herein.SIGNATURES

WePursuant ~~used~~to athe ~~portion~~requirements of the ~~net~~Securities Exchange ~~proceeds~~Act ~~to repay the principal~~ of, ~~and accrued interest on~~1934, ~~a short-term promissory note in~~ the ~~principal~~registrant ~~amount~~has ofduly ~~$75,000.~~caused Wethis ~~intend~~report to ~~use~~be ~~the~~signed ~~remaining~~on ~~net proceeds~~its ofbehalf by the ~~offering~~undersigned ~~for~~hereunto ~~general~~duly ~~corporate purposes~~authorized.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

	LIFE CARE MEDICAL DEVICES LIMITED


Date: June 11, 2013	/s/ Glenn Foley
	Name:	Glenn Foley
	Title:	Chief Executive Officer

The information contained in Item 1.01 regarding the promissory note issued on April 9, 2013 is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 is incorporated by reference herein. The promissory note and warrant issued to the investor in the private placement and the warrant issued to the placement agent were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder. Each of the investor in the private placement and the placement agent represented that it was an “accredited investor” as defined in Regulation D.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Form of warrant, dated April 9, 2013, issued to the investor and to Brookline Group, LLC.
10.18	Form of Convertible Loan Agreement and Promissory Note, dated April 9, 2013, between Life Care Medical Devices Limited and the investor.

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 hereunto duly authorized.

	LIFE CARE M EDICAL DEVICES LIMITED
Date: April 15, 2013	/s/ Glenn Foley
	Name:	Glenn Foley
	Title:	Chief Executive Officer

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