SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
(Amendment
No. 1)
(Mark
One)
þ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended December 31, 2008
or
£ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _______ to _______
Commission
file number: 333-144596
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Medical
Design Studios, Inc.
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(Exact
Name of Registrant as Specified in its
Charter)
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Nevada
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26-0482524
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer
Identification
No.)
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7231
South Rome Street
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Aurora,
Colorado
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80016
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 303-956-7197
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes £ No
þ
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
þ
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 þ No
£
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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.
Yes þ No
£
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. (Check one):
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Large
accelerated filer £
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Accelerated
filer £
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Non-accelerated
filer £
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Smaller
reporting company þ
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(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes £ No
þ
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, as of June 30, 2008, was $39,200 based on the
sale price of the shares in a private resale transaction completed on March 14,
2008, of $.07 per share. The shares of our company did not trade
publicly in 2008.
Number of
shares outstanding of the registrant’s common stock as of March 23, 2009:
7,142,858 shares.
DOCUMENTS
INCORPORATED BY REFERENCE
None
Medical
Design Studios, Inc. filed an annual report on Form 10-K for the year ended
December 31, 2008, with the U.S. Securities and Exchange Commission on March 30,
2009. This Amendment No. 1 to the original Form 10-K is being filed
to amend “Item 9A. Controls and Procedures.”
This
Amendment No. 1 to the original Form 10-K does not reflect events occurring
after the filing of the original Form 10-K or modify or update those disclosures
affected by subsequent events. Except as described above, no other
modifications or changes have been made to the original Form 10-K or the
exhibits filed with it.
PART
II
ITEM 9A. CONTROLS AND
PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), we
carried out an evaluation, with the participation of our management, including
our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (our
principal financial and accounting officer), who are the same person, of the
effectiveness of our disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this
report. Based upon that evaluation, our CEO and CFO concluded that
our disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our CEO and CFO, as
appropriate, to allow timely decisions regarding required
disclosure.
Management's
Annual Report on Internal Control Over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for our company. Our internal
control system was designed to, in general, provide reasonable assurance to our
management and board regarding the preparation and fair presentation of
published financial statements, but because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. The framework used by management
in making that assessment was the criteria set forth in the document entitled
“Internal Control – Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of December 31, 2008, our internal control
over financial reporting was effective for the purposes for which it is
intended.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual
report.
PART
IV
Item 15. Exhibits and Financial Statement
Schedules
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Exhibit Number and
Description
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*31.1
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Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief
Executive Officer and Chief Financial Officer.
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*32.1
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Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief
Executive Officer and Chief Financial
Officer.
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*Filed
herewith.
SIGNATURES
Pursuant
to the requirements of 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, thereunto duly authorized.
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MEDICAL
DESIGN STUDIOS, INC. |
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Date: October
8, 2009
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/s/ Justin N. Craig |
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Justin
N. Craig |
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President,
Chief Executive Officer, Chief Financial Officer and Chairman
(principal
executive officer and principal financial and accounting
officer)
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Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Date: October
8, 2009
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/s/ Justin N. Craig |
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Justin
N. Craig |
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President,
Chief Executive Officer, Chief Financial Officer and Chairman
(principal
executive officer and principal financial and accounting
officer)
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/s/ Kenneth Craig |
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Kenneth
Craig |
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Secretary
and Director |
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