UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X]
AMENDMENT NO. 2
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2008
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or
[ ]
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ----------------------- ----------------------
______________
Commission File No. 0-21419
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Cardo Medical, Inc.
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(Exact name
CARDO MEDICAL, INC.
(Exact Name of registrantRegistrant as specifiedSpecified in its charter)
Delaware 23-2753988
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8899 Beverly Boulevard, Suite 619, Los Angeles, California 90048
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(Address of principal executive offices) (Zip Code)
(310) 274-2036
Its Charter)
Delaware | 23-2753988 |
(State or Other Jurisdiction of | (IRS Employer |
8899 Beverly Boulevard | 90048 (Zip Code) |
(Address of Principal Executive Offices) |
Registrant's Telephone Number, including area code --------------------------
Including Area Code(310) 274-2036
Securities registered pursuant to sectionunder Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered
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None
Securities registered pursuant to sectionunder Section 12(g) of the Exchange Act: Common Stock, par value $.001
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(Title of class)
$0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X]o Noý
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]o No
Indicate by check mark whether the registrantregistrant: (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 Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ]ý Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein and will not be contained, to the best of the 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 [ ]
10-K.o
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 [ ] Smaller reporting company [X]
Large accelerated filero | Accelerated filero | |
Non-accelerated filero | Smaller reporting companyý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [X] Yes [ ]ý Noo
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $11,023,368
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$11,023,368
The Registrant had 203,360,222 shares of common stock, par value $.001, outstanding as of September 19, 2008.
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EXPLANATORY NOTE
Cardo Medical, Inc. (the "Company," "we," "us," "our" or "Cardo") is filing this Amendment No. 12 to its Annual Report on Form 10-K for the year ended June 30, 2008, filed with the Securities and Exchange Commission (the "SEC") on September 29, 2008 (the "Original Filing") and amended by Amendment No. 1 on Form 10-K filed with the SEC on February 2, 2009, to include in Item 9A(T)
management's conclusion that, based on an assessment conductedrespond to a comment letter issued by our former
principal executive officer and former principal financial officer in
connection with such filing, our internal control over financial reporting
operated effectively at June 30, 2008. This conclusion was inadvertently
omitted from the Original Filing.Staff of the SEC. This Form 10-K/A continues to speak as of the date of the Original Filing, September 29, 2008. As reported herein, clickNsettle.com, Inc. merged with Cardo on August 29, 2008. Our post-merger officers and directors are filing and certifying this Amendment.
Item 9A(T). CONTROLS AND PROCEDURES
PROCEDURES.
Evaluation of disclosure controls and procedures
procedures.
Disclosure controls and procedures mean the methods designed to ensure that information that the Company is required to disclose in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required. Our controls and procedures are designed to ensure that all information required to be disclosed is accumulated and communicated to our management to allow timely decisions regarding disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of June 30, 2008. Based onupon this evaluation and solely because of our principal executive officer and principal
financial officerfailure to file the required Management's Annual Report on Internal Control over Financial Reporting ("Report of Management") in our Annual Report on Form 10-K when it was originally filed on September 29, 2008, management concluded that the Company's disclosure controls and procedures were not effective in timely alerting management to material information related to the Company that is required to be included in our periodic filings and the Securities and Exchange Commission.
We have remedied this failure in the effectiveness of our disclosure controls and procedures were
effective asby filing the required Report of the end of the period covered byManagement in this report.
amendment to our Annual Report on Form 10-K.
Management's report on internal control over financial reporting
reporting.
Our controls and procedures are designed to provide reasonable assurance of the reliability of our financial reporting and accurate recording of our financial transactions. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company'sour management, including
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the
Company'sour management conducted an evaluation of the effectiveness of itsthe Company's internal control over financial reporting as of June 30, 2008 as required by the Securities Exchange Act of 1934 Rule 13a-15(c). Our management assessed the risks associated with the reliability of our financial reporting by identifying the risks that could result in a misstatement in our financial statements. In making this assessment, the Company'sour management used the criteria set forth in the framework in "Internal Control-Integrated framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. No material weaknesses in our internal control over financial reporting were identified, and our principal executive officer and principal financial officer concluded that the Company has controls in place that address our financial reporting risks and that such controls operated effectively as of June 30, 2008.
This Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in internal control over financial reporting
reporting.
Based on an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, there has been no significant change in our internal controlscontrol over financial reporting during our last fiscal quarter identified in connection with that evaluation that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
A control system, however well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. There are inherent limitations in all control systems, and no evaluation of controls can provide absolute assurance that all control gaps or instances of fraud have been detected. These inherent limitations include the realities that the judgments in decision-making can be faulty, and that simple errors or mistakes can occur.
Cardo Medical's pre-merger disclosure controls and procedures and internal control over financial reporting.
Prior to the merger of CKST and Cardo, Cardo identified material weaknesses in its disclosure controls and procedures and its internal control over financial reporting as of December 31, 2007 and, accordingly, concluded 4
financial reporting were not effective as of that date. Cardo has reported these weaknesses and its efforts to mitigate and remediate these weaknesses in its filings with the SEC.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit No. | Document |
2.1(1) | Merger Agreement and Plan of Reorganization, dated as of June 18, 2008, by and among clickNsettle.com, Inc., Cardo Medical, LLC and Cardo Acquisition, LLC |
2.2(2) | First Amendment to Merger Agreement and Plan of Reorganization, dated as of August 29, 2008, by and among clickNsettle.com, Inc., Cardo Medical, LLC and Cardo Acquisition, LLC |
3.1(3) | Amended and Restated Certificate of Incorporation |
3.2(4) | Amended and Restated Bylaws |
10.6(5) | Stock Purchase Agreement, dated as of December 19, 2007, by and among clickNsettle.com, Inc., Frost Gamma Investments Trust, Dr. Jane Hsiao, Steven D. Rubin and Subbarao Uppaluri |
10.7(4) | First Amendment to Stock Purchase Agreement, dated as of January 31, 2008, by and among clickNsettle.com, Inc., Frost Gamma Investments Trust, Dr. Jane Hsiao, Steven D. Rubin and Subbarao Uppaluri |
21.1(2) | Subsidiaries of clickNsettle.com, Inc. |
31.1 | Certification of Chief Executive Officer |
31.2 | Certification of Chief Financial Officer |
32 | Certification Pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Title 18, United |
(1) | Previously filed as an exhibit to the Current Report on Form 8-K filed by us on June 23, 2008. |
(2) | Previously filed as an exhibit to the Current Report on Form 8-K filed by us on September 9, 2008. |
(3) | Previously filed as an exhibit to the Current Report on Form 8-K filed by us on March 18, 2008. |
(4) | Previously filed as an exhibit to the Current Report on Form 8-K filed by us on February 1, 2008. |
(5) | Previously filed as an exhibit to the Current Report on Form 8-K filed by us on December 21, 2007. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)15 (d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this reportAmendment on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDO MEDICAL, INC.
Dated: January 28, 2009 By: /s/Andrew Brooks
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Chief Executive Officer
(principal executive officer)
Dated: January 28, 2009 By:/s/Derrick Romine
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Chief Financial Officer
(principal financial officer)
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Andrew Brooks, certify that:
1. I have reviewed this Amendment No. 1 to annual report on Form 10-K
of Cardo Medical, Inc.;
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
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer 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 registrant 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 registrant, including its
consolidated 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
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5. The registrant's other certifying officer 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.
Dated: January 28, 2009 /s/ Andrew Brooks
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Andrew Brooks
Chief Executive Officer
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Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Derrick Romine, certify that:
1. I have reviewed this Amendment No. 1 to annual report on Form 10-K
of Cardo Medical, Inc.;
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
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer 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 registrant 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 registrant, including its
consolidated 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
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5. The registrant's other certifying officer 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.
Dated: January 28, 2009 /s/ Derrick Romine
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Derrick Romine
Chief Financial Officer
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Exhibit 32
CERTIFICATION PURSUANT TO RULE 13a-14(b) AND SECTION 906 OF THE SARBANES-
OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, TITLE 18, UNITED
STATES CODE)
In connection with Amendment No. 1 to the Annual Report on Form 10-K of
Cardo Medical, Inc. for the fiscal year ended June 30, 2008, as filed with
the Securities and Exchange Commission (the "Report"), we, Andrew Brooks,
Chief Executive Officer of Cardo Medical, Inc., and Derrick Romine, Chief
Financial Officer of Cardo Medical, Inc., hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
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 Cardo
Medical, Inc.
Dated: January 28, 2009 /s/ Andrew Brooks
---------------------------------------
Andrew Brooks
Chief Executive Officer
Dated: January 28, 2009 /s/ Derrick Romine
---------------------------------------
Derrick Romine
Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Cardo Medical, Inc. and will be retained by Cardo Medical, Inc.
and furnished to the Securities and Exchange Commission or its staff upon
request.