0000721748-15-000010.txt : 20150107 0000721748-15-000010.hdr.sgml : 20150107 20150107133143 ACCESSION NUMBER: 0000721748-15-000010 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20140930 FILED AS OF DATE: 20150107 DATE AS OF CHANGE: 20150107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SCIENTIFIC CORP/AZ CENTRAL INDEX KEY: 0001022505 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 860837077 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28745 FILM NUMBER: 15512952 BUSINESS ADDRESS: STREET 1: 8361 E. EVANS ROAD STREET 2: SUITE 106 CITY: SCOTTSDALE STATE: AZ ZIP: 85260-3617 BUSINESS PHONE: 480-948-8324 MAIL ADDRESS: STREET 1: 8361 E. EVANS ROAD STREET 2: SUITE 106 CITY: SCOTTSDALE STATE: AZ ZIP: 85260-3617 10-K/A 1 nsct10ka093014.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, 2014

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 [ ] 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 [ ] 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 [ ]

 

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 [ ]

 

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 [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes [ ] No [ ]

 

Aggregate market value of the voting stock held by non-affiliates: $4,234,374 as based on the closing price of the stock on December 18, 2014 (the last business day of the Registrant’s prior second fiscal quarter). The voting stock held by non-affiliates on that date consisted of 173,995,712 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 December 18, 2014, there were 283,473,722 shares of common stock, par value $0.01, issued and outstanding 4,000,000 shares of preferred stock, par value $0.01.

 

Documents Incorporated by Reference: None

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K amends the Annual Report on Form 10-K for the year ended September 30, 2014, filed on January 5, 2015 (the “Original Report”) 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 in that Pamela Thompson a Director and Chief Financial Officer resigned her positions with the Company after the Form 10-K was completed but before it was filed. The signature pages and Item 10 are amended to disclose these changes.

 

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

 

Director and Executive Officer

 

Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors.

 

Name   Age   Title
         
Michael De La Garza   56   Chairman, CEO,  President, Chairman and Chief Financial Officer

 

The chief executive officer and director and officer of the Company will hold office until additional members or officers are duly elected and qualified. The background and principal occupations of the sole officer and director of the Company is as follows:

 

Michael De La Garza

 

Cloud Medical Doctor Software Corporation – 2010-Present. President, CEO, Chairman of the Board,

Card Activation Technology Corporation. - President, CEO, Chairman of the Board a gift card technology company- 2008-2009

   
 

MedCom USA, Corporation. -President, CEO, Chairman of the Board of a medical software company - 2008-2009

 

PayMed USA, LLC President and co-founder of a medical software company -2003-2012

 

Providers Solution, Corporation. President and co-founder of a medical software company -2000-2012

 

Accident and Injury Medical Centers, Corporation, President and co-founder of a medical rehab company 1993-1999

 

Medical Synergies Corporation. COO, President, a medical billing company. 1991-1999

 

The Center’s for Diagnostic Medical Services, Corporation. COO and President, a medical imaging group company 1991-1999

 

 

 

ITEM 15: SIGNATURES

 

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: January 7, 2015

  

Cloud Medical Doctor Software Corporation

 

By: /s/ Michael De La Garza

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

   

 EX-31.1 2 nsct10ka093014ex31_1.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14

OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Michael De La Garza, certify that:

 

1.I have reviewed this annual report on Form 10-K of Cloud Medical Doctor Software Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report,
4.fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By /s/ Michael De La Garza

Michael De La Garza

Chairman, Chief Executive Officer, President

January 7, 2015

   

 EX-31.2 3 nsct10ka093014ex31_2.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER

EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14

OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Michael De La Garza, certify that:

 

1.I have reviewed this annual report on Form 10-K of Cloud Medical Doctor Software Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By /s/ Michael De La Garza

Michael De La Garza

Chief Financial Officer,

January 7, 2015

 

 EX-32.1 4 nsct10ka093014ex32_1.htm CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Cloud Medical Doctor Software Corporation (the “Company”) on Form 10-K for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael De La Garza, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, That to the best of my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By /s/ Michael De La Garza

Michael De La Garza

Chairmen, Chief Executive Officer, President

January 7, 2015