000-52327
|
Commission
file number
|
AQUAMER
MEDICAL CORP.
|
(Exact
name of small business issuer as specified in its
charter)
|
Delaware
|
80-0664054
|
|
(State
of incorporation)
|
(IRS
Employer Identification
Number)
|
23
Wallace Street, Suite 408
Red Bank, NJ 07701
|
(Address
of principal executive
office)
|
(732)
224-9193
|
(Issuer's
telephone number)
|
Common
Stock
|
(Title
of Class)
|
Large
accelerated filer
¨
|
Accelerated
filer
¨
|
Non-accelerated
filer
¨
|
Smaller
reporting
company S
|
Page
|
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PART
III
|
|||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
1
|
|
PART
IV
|
|||
Item
15.
|
Exhibits,
Financial Statement Schedules.
|
2
|
|
Signatures
|
3
|
Name
|
Age
|
Positions
|
||
Richard
Falcone
|
57
|
President,
Chief Executive Officer and Director
|
||
Marshall
Sterman
|
78
|
Chairman
of the Board of
Directors
|
Aquamer
Medical Corp.
|
||
(Registrant)
|
||
By:
|
/s/
Edwin A. Reilly
|
|
Edwin
A. Reilly
Chief
Executive Officer
|
||
Date:
|
December
3,
2010
|
By:
|
/s/
Edwin A. Reilly
|
|
Edwin
A. Reilly
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
||
Date:
|
December
3, 2010
|
|
By:
|
/s/
James A. Shanahan
|
|
James
A. Shanahan
Chief
Financial Officer
(Principal
Accounting Officer and
Principal
Financial Officer)
|
||
Date:
|
December
3, 2010
|
|
By:
|
/s/
Michael J. Mahoney
|
|
Michael
J. Mahoney
President,
Chief Operating Officer and Director
|
||
Date:
|
December
3,
2010
|
Exhibit
No.
|
Description
|
|
2.1(1)
|
Certificate
of Incorporation
|
|
2.2(1)
|
By-laws
|
|
10.1(2)
|
Patent
License Agreement between Partners in Biomaterials, Inc. and Aquamer,
Inc., effective as of March 31, 2006
|
|
10.2(2)
|
Product
Supply Agreement between Partners in Biomaterials, Inc. and Aquamer, Inc.,
effective as of March 31, 2006
|
|
10.3(4)
|
Patent
Purchase Agreement between Phillips Capital and Aquamer Medical Corp dated
as of March 24, 2008
|
|
10.4(5)
|
Asset
Purchase Agreement by and among TehrmaFreeze Products Corporation, Aquamer Medical Corp.
and Aquamer Shipping Corp., dated March 21, 2010
|
|
10.5(5)
|
Consultant
Services Agreement between TehrmaFreeze Products Corporation (assumed by
Aquamer) and Thomas Belina, effective as of October 1,
2009
|
|
12.1(3)
|
Joint
Disclosure Statement in the definitive proxy statement on Schedule 14C
filed by Bellacasa Productions, Inc. on February 1,
2007
|
|
14.1(2)
|
Code
of Business Conduct filed by Bellacasa Productions,
Inc.
|
|
21.0(6)
|
Subsidiaries
of Registrant
|
|
31.1*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer
|
|
31.2*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 of the Chief Financial
Officer
|
|
32.1*
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 of the Chief Executive
Officer
|
|
32.2*
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 of the Chief Financial
Officer
|
/s/
Edwin A. Reilly
|
Edwin
A. Reilly
Chief
Executive Officer
|
/s/
James A. Shanahan
|
James
A. Shanahan
Chief
Financial Officer
|
/s/ Edwin
A. Reilly
|
Edwin
A. Reilly,
Chief
Executive Officer
(Principal Executive
Officer)
|
/s/ James
A. Shanahan
|
James
A. Shanahan,
Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting
Officer)
|
Re:
|
Aquamer Medical
Corp.
|
|
·
|
the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
|
|
·
|
staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filing; and
|
|
·
|
the
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
Regards
|
/s/ Edwin A. Reilly
|
Edwin
A. Reilly
|
Chief
Executive Officer
|