** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 
| **x** | **ANNUAL   REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF   1934** |
|-------|--------------------------------------------------------------------------------------------------|

 

**For the fiscal year ended December 31, 2010**

 
| **o** | **TRANSITION   REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF   1934** |
|-------|------------------------------------------------------------------------------------------------------|

 

**For the transition period from              to                    **

 

**Commission file number 001-31275**

 

**VERTICAL HEALTH SOLUTIONS, INC.**

(Name of small business issuer in its charter)

 

| **Florida**                                                        | ** ** | **59-3635262**                        |
|--------------------------------------------------------------------|------------|---------------------------------------|
| (State of or other jurisdiction of

incorporation or organization) |       | (I.R.S. Employer

Identification No.) |

 

| **180 Douglas Ave., East, Oldsmar, Florida** | ** ** | **34677**  |
|----------------------------------------------|------------|------------|
| (Address of principal executive offices)     |       | (Zip Code) |

 

Issuer’s telephone number **(813) 403-5050**

 

Securities registered under Section 12(b) of the Exchange Act: **None**

 

Securities registered pursuant to Section 12(g) of the Exchange Act: **Common Stock**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o   No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  o  No  x

 

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.  x  Yes  o  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405) during the preceding 12 months.  Yes  o  No  o

 

Indicate by check mark if disclosure of delinquent filers in response 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 of information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small 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  o |   | Accelerated Filer  o              |
|------------------------------------------------|--------|--------------------------------------------------|
|                                           |   |                                             |
| Non-accelerated Filer  o             |   | Smaller reporting company  x |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the exchange Act).  Yes  x  No  o

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $58,517 as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the OTC:BB reported for such date. Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

There were 44,474,973 shares of the registrant’s $0.001 par value common stock outstanding as of December 31, 2010.

 

 

 

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** **

**EXPLANATORY NOTE**

 

This Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K filed by Vertical Health Solutions, Inc. on March 16, 2011 (the “Annual Report”) to revise the disclosure under the heading “Evaluation of Disclosure Controls and Procedures” under “Item 9A. Controls and Procedures”. The disclosure was amended to consistently state management’s conclusion that, at December 31, 2010, the Registrant’s Disclosure Controls and Procedures were not effective.

 

No other item or disclosure appearing in the Annual Report is affected by this Amendment. This report on Form 10-K/A is presented as of the filing date of the Annual Report and does not reflect events occurring after that date, or modify or update other items or disclosures in the Annual Report. Accordingly, this Amendment should be read in conjunction with the Annual Report and our other filings with the SEC.

 

In this Amendment, “the Company,” “we”, “us” and “our” refer to Vertical Health Solutions, Inc. and its subsidiaries.

 

**PART II**

 

**Item 9A.     CONTROLS AND PROCEDURES.**

 

**Disclosure Controls and Procedures**

 

***Evaluation of Disclosure Controls and Procedures***

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out 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 Exchange Act. Management conducted its evaluation based on the framework in *Internal Control — Integrated*Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at December 31, 2010, such disclosure controls and procedures were not effective.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

***Management’s Annual Report on Internal Control over Financial Reporting***

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rue 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting based on the *Internal Control — Integrated Framework* issued by the COSO. Based on the results of this assessment, our management concluded that our internal control over financial reporting were not effective as of December 31, 2010 based on such criteria due to the Company’s lack of internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review and audit process, management believes that the financial statements and other information presented herewith are materially correct.

 

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***Limitations on the Effectiveness of Controls***

 

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based on their evaluation** **as of the end of the period covered by this report, management concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that the objectives of our disclosure control system were met.

 

***Changes in Internal Control over Financial Reporting***

 

There were no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

***Auditor’s Report on Internal Control over Financial Reporting***

 

This Annual Report does not include an attestation report of the Company’s independent 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.

 

**PART IV**

 

**Item 15.**      **EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.**

 

The following exhibits are filed with this report:

 
| 31.1   |   | Certification   of Principal Executive Officer pursuant to   Rule 13a-14(a) (Section 302 Certification) as adopted pursuant   to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                               |
| 31.2   |   | Certification   of Principal Financial and Accounting Officer pursuant to   Rule 13a-14(a) (Section 302 Certification) as adopted pursuant   to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
|   |   |                                                                                                                                                                                                                               |
| 32.1   |   | Certifications   of Principal Executive Officer and Principal Financial and Accounting Officer   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished   herewith.                                                  |

 

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**SIGNATURES**

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                               |   |   | **VERTICAL HEALTH SOLUTIONS, INC.** |
|------------------------------------|--------|--------|------------------------------------------|
|                               |   |   |                                     |
| **Dated:** September 20, 2011 |   | By:    | */*S/ WILLIAM T.   CAVANAUGH             |
|                               |   |   | William   T. Cavanaugh                   |
|                               |   |   | President   and Chief Executive Officer  |

 

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 in the capacities and on the dates indicated.

 
| **Signature**                | ** ** | **Title**                                                  | ** ** | **Date**                  |
|------------------------------|------------|------------------------------------------------------------|------------|---------------------------|
| ** **                   | ** ** | ** **                                                 | ** ** | ** **                |
| /S/ WILLIAM   CAVANAUGH |       | President,   Chief Executive Officer and Director          |       | September 20,   2011 |
| William   T. Cavanaugh       |       | (Principal   Executive Officer)                            | ** ** | ** **                |
|                         |       |                                                       | ** ** | ** **                |
| /S/ MARK   STEEGE       |       | Interim   Chief Financial Officer, Treasurer and Secretary |       | September 20,   2011 |
| Mark   Steege                |       | (Principal   Financial and Accounting Officer)             |       |                      |
|                         |       |                                                       |       |                      |
| /S/ GUS   CHAFOULIAS    |       | Director                                                   |       | September 20,   2011 |
| Gus   Chafoulias             |       |                                                       |       |                      |
|                         |       |                                                       |       |                      |
| /S/ GEORGE   DANKO      |       | Director                                                   |       | September 20,   2011 |
| George   Danko               |       |                                                       |       |                      |
|                         |       |                                                       |       |                      |
| /S/ BLAKE   WHITNEY     |       | Director                                                   |       | September 20,   2011 |
| Blake   Whitney              |       |                                                       |       |                      |
|                         |       |                                                       |       |                      |
| /S/ RICHARD   LINDSTROM |       | Director                                                   |       | September 20,   2011 |
| Richard   Lindstrom          |       |                                                       |       |                      |
|                         |       |                                                       |       |                      |
| /S/ TOM   TOMLINSON     |       | Director                                                   |       | September 20,   2011 |
| Tom   Tomlinson              |       |                                                       |       |                      |

 

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