UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

 

**FORM 10-K**

 

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

EXCHANGE ACT OF 1934

 

**For the Fiscal Year Ended September 30, 2008**

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES

EXCHANGE ACT OF 1934

 

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

Commission File Number: **000-28745**

**Cloud Medical Doctor Software Corporation**

**(Formerly, National Scientific Corporation)**

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

(Formerly National Scientific Corporation)

 

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**736 East Braeburn Drive**

**Phoenix, AZ 85022**

(Address of principal executive offices)

(Former Address 8361 East Evans Road, Suite 106, Scottsdale, AZ85260-3617)

**(702) 818-9011**

(Issuer’s telephone number)

(former telephone number (480) 948-8324)

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

**None**

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

**Common Stock, $0.001 par value per share**

**(Title of Class)**

**Common Stock, $.001 Par Value**

 

Indicate bycheck 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 theregistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.[x] Yes    [ ]No

 

Indicate by check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat 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 theregistrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required tobe 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 delinquentfilers 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 thisForm 10-K or any amendment to this Form 10-K. [ ]

 

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large acceleratedfiler,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Checkone):

 

 

Indicate by check mark whetherthe 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:$6,661,688 as based on the closing price of the stock on December 2, 2012. The voting stock held by non-affiliates on that dateconsisted of 166,542,212 shares of common stock.

 

Indicate the number of shares outstanding of each of the registrant’sclasses of common stock, as of the latest practicable date. As of December 2, 2012, there were 211,891,212 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**

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THE COMPANY PREVIOUSLY HAD INSUFFICIENT WORKING CAPITAL TO PAY FORTHE PROFESSIONAL SERVICES REQUIRED TO PREPARE, AUDIT, AND FILE THE QUARTERLY AND ANNUAL REPORTS REQUIRED BY THE SECURITIES ACTOF 1934. AS A RESULT, THE AUDITORS WHO AUDITED THE SEPTEMBER 30, 2007 FINANCIAL STATEMENTS AND REVIEWED THE QUARTERLY REPORTS THROUGHJUNE 30, 2008 RESIGNED EFFECTIVE DECEMBER 13, 2011.

 

IN FEBRUARY 2010 THE BOARD OF DIRECTORS VOTED TO DISCONTINUE THEMOBILE DVR AND LOCATIONPRODUCTS LINE OF BUSINESS REPORTED IN THESE FINANCIAL STATEMENTS DUE TO THE CUMULATIVE EFFECTS OF SEVERELYDELCLINING REVENUES RESULTING FROM THE 2008 RECESSION. SINCE THIS DECISION WAS MADE SUBSEQUENT TO THE YEARS ENDED SEPTEMBER 30,2008 AND 2009, THE QUARTERLY AND YEAR END STATEMENTS FOR THOSE YEARS ARE BEING REPORTED ON A GOING CONCERN BASIS RATHER THAN ASDISCONTINUED OPERATIONS. THEY WILL, HOWEVER, BE REPORTED AS DISCONTINUED OPERATIONS COMMENCING WITH THE FISCAL 2010 FILINGS.

 

NEW MANAGEMENT HAS SUBSEQUENTLY INFUSED SUFFICIENT WORKING CAPITALTO BRING THE 1934 ACT FILINGS CURRENT. ADDITIONALLY, A NEW LINE OF BUSINESS HAS ALSO COMMENCED WHICH WILL BE REPORTED ON IN THEFISCAL 2011 AND 2012 FILINGS.

 

ACCORDINGLY, THIS FILING IS BEING SUBMITTED ONLY TO COMPLY WITH SEC RULES AND REGULATIONSAND SHOULD NOT BE RELIED UPON FOR YOUR INVESTMENT DECISIONS. THE OPERATIONS REPORTED ON IN THIS DOCUMENT HAVE BEEN DISCONTINUEDAS OF FEBRUARY 4, 2010. NEW MANAGEMENT ENCOURAGES THE READERS OF THIS DOCUMENT TO SUSPEND ANY INVESTMENT DECISIONS PERTAININGTO THIS STOCK UNTIL THE FILINGS ARE BROUGHT CURRENT.

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**Cloud Medical Doctor Software Corporation**

**FORM 10-K ANNUAL REPORT**

**FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008 and 2007**

 

**TABLE OF CONTENTS**

 

 

 

 

Special Note Regarding Forward-LookingStatements

 

Some of our statements under "Business," "Properties,""Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations,""the Notes to Financial Statements and elsewhere in this report constitute "forward-looking statements" within the meaningof Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are subjectto certain events, risks and uncertainties that may be outside our control. Some of these forward-looking statements include statementsof:

 

 

 

In some cases, forward-looking statements are identified by terminologysuch as "may," "will," "should," "could," "would," "expects," "plans,""intends," "anticipates," "believes," "estimates," "approximates," "predicts,""potential" or "continue" or the negative of such terms and other comparable terminology.

 

Although we believe that the expectations reflected in these forward-lookingstatements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Moreover, neitherwe nor anyone else assumes responsibility for the accuracy and completeness of such statements and is under no duty to update anyof the forward-looking statements after the date of this report.

 

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**PART I**

 

**ITEM 1. BUSINESS.**

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**General**

The financial statements presented inthis report are those of Cloud Medical Doctor Software Corporation, a Texas corporation. When the terms “Cloud, the Company,”“we,” “us” or “our” are used in this document, those terms refer to Cloud Medical Doctor SoftwareCorporation.

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**Our Company**

The Company was incorporated in Texas on June 22, 1953 as AmericanMortgage Company. On May 16, 1996, the Company changed its name to National Scientific Corporation. On April 3, 2012, the Companychanged its name to Cloud Medical Doctor Software Corporation. During 1996, the Company acquired the operations of Eden Systems,Inc. (Eden) as a wholly owned subsidiary. Eden was engaged in water treatment and the retailing of cleaning products. Eden’soperations were sold on October 1, 1997. From September 30, 1997 through the year ended September 30, 2001, we aimed our effortsin the research and development of semiconductor proprietary technology and processes and in raising capital to fund its operationsand research. Beginning in calendar 2002, we focused our efforts on the development, acquisition, enhancement and marketing oflocation device technologies. Our revenue is derived from sales of electronic devices, recognized as the product is delivered.

 

In February 4, 2010 the prior Board members Mr. Michael Grollmanand Mr. Greg Szabo, decided to discontinue and wind down the operations of the Company's Mobile DVR and Location Products businessand operate these remaining Company assets in a Limited Liability Company named NSC Labs, LLC controlled and owned by Mr. Grollman.Mr. Grollman and NSC Labs, LLC was to pay the Company 2% of revenues and $100,000. However, Mr. Grollman nor NSC Labs, LLC neverpaid the consideration for this transaction.

 

In November 19, 2010, the prior management was terminated and changedmanagement and began working on operations related to the Company’s medical billing software.

 

**Our Current Business of the Company– Cloud Doctor Medical Software**

 

Cloud-MD Software Solutions introducesthe Cloud-MD Office, a “Cloud Based”, 5010 and ICD-10 compliant, fully integrated and interoperable suite of medicalsoftware and services, designed by experienced healthcare analysts and programmers for healthcare providers, that produces “ActionableInformation” to help Independent Physician Practices, New Care Delivery Models (ACO), Healthcare Systems and Billing Servicesoptimize a wide range of business processes resulting in Increased Profits, Higher Quality, Greater Efficiency, Noticeable CostReductions and Better Patient Care. Current software product offerings include Practice Management, Electronic Medical Records,Revenue Management, Patient Financial Solutions, Medical and Pharmaceutical Supply Management, Claims Management and PHI Exchange.

 

Cloud-MD Billing Services provides: Managementof Medical Claims from posting physician charges into our medical billing software to posting of payments; Continuous InsuranceClaim Follow Up to track and research all rejected or denied medical claims; Comprehensive Reporting including monthly financialStatements sent to our clients so they can see how their practice is doing and a variety of detailed reports give our clients theimportant information and tools used to assist in the increased production which leads to more profit; Patient Account Inquiries& Support to assist patients with their billing and insurance questions.

 

Cloud-MD Medical and Pharmaceutical SupplyManagement Software Services provides: a ground breaking cloud-based Medical Supply Inventory Management System, specifically designedfor small and medium Medical Practices, DME’s, Home Health, Long-term Care, and Surgery Centers that offers:

 

Centralized management control over yourmedical supply and drug inventory

Real time utilization and financial inventorysummary

Low price notifications

Par level/reorder tracking

RX expiration tracking

Auto supply re-ordering

 

 

 

Based on a barcode scanning system, designedto reduce workloads by automating inventory control processes, the Cloud-MD® Inventory Management System requires no installation,on-site software or special hardware. The Cloud-MD® application suite is fully delivered via the Internet and requires no specialcomputing environment at the end-user facility.

 

Cloud-MD Healthcare Systems ConsultingServices specializes in the implementation of sustainable, comprehensive solutions that increase financial and operational performancein healthcare businesses. By partnering with clients, we deliver solutions across the healthcare enterprise that improve quality,increase revenue, reduce operational expenses and attract physicians, patients and employees. We bring resources, in-depth knowledge,and significantly deeper experience than most in the field.

 

Cloud-MD Acquisition Services providesmedical supply acquisition services that are fully integrated with Cloud-MD Office’s Medical and Pharmaceutical InventoryManagement software and offers a full range of medical, surgical, and laboratory supply products and equipment for medical officesand surgery centers. Cloud-MD Acquisition Services easy-to-use and seamless process makes supply purchasing quicker and more costefficient.

 

**Item 1. Description of Business**

**Discontinued Operations of the Businessup through February 4, 2010**

 

**Mobile DVR and Location Products**

 

Most of our customers require monitoring and ortracking of a person or object, and reporting this information back to a central location.

 

Our current MDVR technology has not been awardedany patents as of the date of this report and has been awarded trademark protection on one other. We use a combination of confidentialityagreements, copyright and other trade secret management techniques to protect our trade secrets.

 

 

**Location Products**