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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

     
x   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended January 31, 2012.

     
¨   Transition report under Section 13 or 15(d) of the Exchange Act

 

For the transition period from ____________ to _________________.

 

Commission file number 000-28761

CARDIOGENICS HOLDINGS INC.

(Exact name of registrant as specified in its Charter)

 

Nevada

(State or other jurisdiction of

incorporation or organization)

 

88-0380546

(I.R.S. Employer

Identification No.)

 

6295 Northam Drive, Unit 8

Mississauga, Ontario L4V 1WB

(Address of Principal Executive Offices)

 

(905) 673-8501

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 x No 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 or the Exchange Act. (Check one):

 

  Large Accelerated filer ¨ Accelerated Filer o
  Non-Accelerated Filer ¨ Smaller Reporting Company x

 

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o No x

 

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 (§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 x   No o

 

As of March 31, 2012 the Registrant had the following number of shares of its capital stock outstanding: 31,237,262 shares of Common Stock and 1 share of Series 1 Preferred Voting Stock, par value $0.0001, representing 14 exchangeable shares of the Registrant’s subsidiary, CardioGenics ExchangeCo Inc., which are exchangeable into 24,388,908 shares of the Registrant’s Common Stock.

  

 
 

EXPLANATORY NOTE

 

The sole purpose of this amendment to CardioGenics Holdings Inc.’s quarterly report on Form 10-Q for the period ended January 31, 2012, filed with the Securities Exchange Commission on April 13, 2012, is to furnish the interactive data files set forth in Exhibit 101 in accordance with Rule 405 of Regulation S-T.

 

No other changes have been made to the Form 10-Q. This amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

 

ITEM 6. EXHIBITS

 

(a) Exhibits ¨

 

See the Exhibit Index following the signature page to this Form 10-Q/A.

 

 
 

 

 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.

 

 

CARDIOGENICS HOLDINGS INC.

 

Date: April 16, 2012 By:  /s/ Yahia Gawad
    Name:  Yahia Gawad
    Title:  Chief Executive Officer
 
   
Date: April 16, 2012 By:  /s/ James Essex
    Name: James Essex
      Title:  Chief Financial Officer
 

 

 
 

 EXHIBIT INDEX

 

 

     

*31.1

 

  Section 302 Certification of Chief Executive Officer

*31.2

 

  Section 302 Certification of Chief Financial Officer
*32.1   Section 906 Certification of Chief Executive Officer and Chief Financial Officer
101  

The following materials from CardioGenics Holdings Inc.’s Form 10-Q for the quarter ended January 31, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Consolidated Statements of Operations (unaudited), (iii) Condensed Consolidated Statements of Changes in Equity (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited) and (v) Notes to Condensed Consolidated Financial Statements (unaudited). Furnished herewith.

 

________________

 

* Filed or furnished with the initial filing of this Form 10-Q filed on April 13, 2012.

 

† Pursuant to Rule 406T of Regulation S-T, the interactive data files included in Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.