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EX-31.2 - CIPHERLOC Corpnsct10k093012ex31_2.htm
EX-32.2 - CIPHERLOC Corpnsct10k093012ex32_2.htm
EX-31.1 - CIPHERLOC Corpnsct10k093012ex31_1.htm
EX-32.1 - CIPHERLOC Corpnsct10k093012ex32_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A Amendment No. 1

 

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

 

For the Fiscal Year Ended September 30, 2012

 

OR

 

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

 

For the transition period from N/A to N/A

Commission File Number: 000-28745

Cloud Medical Doctor Software Corporation

(Name of small business issuer as specified in its charter)

(Formerly National Scientific Corporation)

 

Texas   86-0837077
State of Incorporation   IRS Employer Identification No.

 

1291 Galleria Drive, Suite 200

Henderson, NV 89014

(Address of principal executive offices)

 

(702) 818-9011

(Issuer’s telephone number)

 

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.01 par value per share

(Title of Class)

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [x] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [x] No

 

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 [ ] No [x]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 [ ] No [x]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

   
 

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [ ] Accelerated filer [ ]
Non–Accelerated filer [ ] Small 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]

 

Aggregate market value of the voting stock held by non-affiliates: $1,657,698 as based on the closing price of the stock on March 30, 2012 (the last business day of the Registrant’s prior second fiscal quarter). The voting stock held by non-affiliates on that date consisted of 165,769,879 shares of common stock.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of January 2, 2014, there were 215,029,216 shares of common stock, par value $0.01, issued and outstanding 4,000,000 shares of preferred stock, par value $0.10.

 

Documents Incorporated by Reference: None

   
 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K amends the Annual Reports on Form 10-K for the year ended September 30, 2011, filed on October 13, 2013 and Form 10-K for the year ended September 30, 2012 filed on January 14, 2014 and for the year ended September 30, 2013 filed on February 15, 2014 (the “Original Reports”) filed by National Scientific Corporation (the “Company”) in response to an internal review by the company. The Company is amending disclosure in Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) 16(a) of the Exchange Act. The Company is amending this section to provide more detailed disclosure and extended disclosures to provide the shareholder more detailed information related to the management.

 

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) 16(a) of the Exchange Act.

 

Pamela Thompson

National Scientific Corporation, 2010-Present; Chief Financial Officer and Director

 

On February 25, 2008, the Securities and Exchange Commission issued an administrative order against Ms. Thompson without Ms. Thompson admitting or denying the allegations.  Ms. Thompson was ordered to cease and desist from committing or causing any violations and any future violations of Sections 5(a), 5(c), 17(a)(2), and 17(a)(3) of the Securities Act and Section 17A of the Exchange Act and Rule 17Ac2-1 and was barred from association with any transfer agent, with the right to reapply for association after three (3) years to the appropriate self-regulatory organization, or if there is none, to the Commission. She was also ordered to pay disgorgement of $7,632 and prejudgment interest of $830.82 to the United States Treasury.

 

The above information can be reviewed in its entirety as ADMINISTRATIVE PROCEEDING File No. 3-12969 on the SEC website www.sec.gov.

   
 

ITEM 15. EXHIBITS AND REPORTS

 

  3.1     Articles of Incorporation(1)
  3.2     Bylaws(2)
  3.3     Amendment to Preferred Shares (9)
  10.1     Employment Agreement between National Scientific Corporation and Michael A. Grollman dated January 2001(4)
  10.2     Employment Agreement between National Scientific Corporation and Graham L. Clark dated January 2003(6)
  10.3     NSC Consulting Agreement dated August 2001, and Amendments dated August 2002 and July 2003, with Dr. El-Badawy El-Sharawy(6)
  10.4     Amended and Restated 2000 Stock Option Plan(3)
  10.5     Form of 2004 Stock Retainage Plan Agreement(6)
  10.6     Agreement Regarding Management Consulting Services with Stanton Walker of New York dated May 2003(6)
  10.7     Agreement Regarding Distribution and Marketing of Gotcha!® Child Safety Product and other products dated December 2002 with FutureCom Global, Inc. (6)
  10.8     Purchase Order from Verify Systems, Inc., dated March 2003 for IBUS™ School Child Tracking Systems(5)
  10.9     Letter of Understanding and Agreement dated April 2004 Regarding Sales and Distribution of Verify School safety products, and an Unlimited Software License with Anthony Grosso and CIS Services, LLC(6)
  10.10     Letter of Intent from Positus, Inc. dba Bike & Cycle Trak, dated February 2003 for Design of Power Sports Tracking System(6)
  10.11     Purchase Order from Positus, Inc. dba Bike & Cycle Trak, for Design of Power Sports Tracking System dated March 2003(6)
  10.12     Employment agreement of Michael De La Garza(8)
  10.13     Employment agreement of Pamela Thompson(8)
  14     Code of Ethics(7)
  31.1     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act(9)
  31.2     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act(9)
  32.1     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act(9)
  32.2     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act(9)

____________

(1) Incorporated by reference to the Registrant’s Form 10-SB filed on or about January 3, 2000.
(2) Incorporated by reference to the Registrant’s Form 10-QSB for the quarter ended March 31, 2001 and filed on or about May 15, 2001.
 (3) Incorporated by reference to the Registrant’s Form 10-QSB for the quarter ended December 31, 2000 and filed on or about February 14, 2001.
(4) Incorporated by reference to the Registrant’s Form 10-KSB for the year ended September 30, 2000 and filed on or about December 19, 2000.
(5) Incorporated by reference to the Registrant’s Form S-8 filed on or around June 3, 2003.
(6) Incorporated by reference to the Registrant’s Form SB-2 filed on or around June 24, 2004.
(7) Incorporated by reference to the Registrant’s Form 10-QSB for the quarter ended June 30, 2004 and filed on or about August 16, 2004.
(8) Incorporated by reference to the Registrant’s Form 10-K for the year ended September 30, 2011 and filed on October 10, 2013.
(9) Incorporated herein

 

   
 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

Registrant

 

Date: December 1, 2014

 

Cloud Medical Doctor Software Corporation

 

By: /s/ Michael De La Garza

    Michael De La Garza
    Chairman, Chief Executive Officer (Principal Executive Officer), President

 

Date: December 1, 2014

  By: /s/ Pamela Thompson
    Pamela Thompson
    Chief Financial Officer (Principal Accounting Officer), Secretary, Treasurer

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 

Date: December 1, 2014

  By: /s/ Michael De La Garza
    Michael De La Garza
    Chairman

 

Date: December 1, 2014

  By: /s/ Pamela Thompson
    Pamela Thompson
    Director