UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
(Amendment
No. 1)
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Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2007
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¨
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Transition
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from
to
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Commission
File Number 000-52153
ARNO
THERAPEUTICS, INC.
(Exact
name of issuer as specified in its charter)
Delaware
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52-2286452
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer
Identification
No.)
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30
Two Bridges Road, Suite 270
Fairfield,
NJ
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07004
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(862)
703-7170
(Issuer’s
telephone number)
Laurier
International, Inc.
122
Ocean
Park Blvd., Suite 307
Santa
Monica, CA 90405
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Securities
registered pursuant to Section 12(b) of the Exchange Act: None
Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par
value $0.0001 per share
Check
whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.
¨
Check
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 issuer was required to file
such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes
x
No
¨
Check
if
there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB.
¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
¨
No
x
The
issuer’s revenues for the fiscal year ended December 31, 2007 were $0.
The
aggregate market value of voting Common Stock held by non-affiliates of the
registrant cannot be computed as there is currently no quotation for the
Company’s common shares on the OTCBB.
State
the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 5,501,000 shares of common stock as of
February 19, 2008.
Documents
incorporated by reference: None
Traditional
Small Business Disclosure
Format: Yes
¨
No
x
Explanatory
Note:
This
Amendment No. 1 to the Annual Report on Form 10-KSB/A (“Amendment
No. 1”) of Arno Therapeutics, Inc., formerly known as Laurier
International, Inc. (the “Company”), is being filed to amend the Company’s
Annual Report on Form 10-KSB for the fiscal year ended December 31,
2007, previously filed on March 3, 2008 (the “Original Filing”), in order to
include a management’s report of its assessment of the Company’s internal
controls over financial reporting as required by Item 8A(T) of Part II of
the Annual Report and to re-file the certifications contained in Exhibits 31.1
and 31.2. This Amendment No. 1 amends and restates only Item 8A(T) of
Part II and Item 13 of Part IV of the Original Filing and
Exhibits 31.1 and 31.2. Except for the foregoing amended information, this
Amendment No. 1, together with the Original Filing, continues to describe
conditions as of the date of the Original Filing, and has not been updated
to
reflect events that occurred at a later date. Accordingly, this Amendment
No. 1 should be read in conjunction with the Company’s SEC Filings made
subsequent to the Original Filing.
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Page
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PART II
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Item
8A(T). Controls and Procedures
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2
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PART IV
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Item
13. Exhibits, Financial Statement Schedules
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3
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Signatures
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4
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Item
8A(T). Controls and Procedures
Disclosure
Controls and Procedures
As
required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
“Exchange Act”), the Company carried out an evaluation under the supervision and
with the participation of its management, including its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation
of
the Company’s disclosure controls and procedures as of the end of the period
covered by the Annual Report on Form 10-KSB for the year ended December 31,
2007
(the “Annual Report”) in connection with the filing of this Amendment
No. 1. For purposes of the foregoing, the term disclosure controls
and procedures means controls and other procedures of an issuer that are
designed to ensure that information required to be disclosed by the issuer
in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
rules and forms of the Securities and Exchange Commission (“SEC”).
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by
an
issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer’s management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure. The Company’s disclosure controls and procedures are designed
to provide reasonable assurance of achieving their objectives as outlined
above. Based upon that evaluation, the Company’s Chief Executive Officer
and Chief Financial Officer have concluded that they believe that, as of the
end
of the period covered by the Annual Report, the Company’s disclosure controls
and procedures were not effective at a reasonable assurance level. In
reaching this conclusion, the Chief Executive Officer and Chief Financial
Officer noted that the Company failed to include in its Annual Report a report
by management on the Company’s internal control over financial reporting and
that the certifications contained in Exhibit 31.1 of the Annual Report did
not
include the required certifications relating to the Company’s internal controls
over financial reporting as required by applicable SEC regulations. Since
the filing of the Annual Report, the Company appointed a Chief Financial Officer
on August 14, 2008 with significant experience in preparing SEC disclosures
for
periodic reports. Further, the Company has also engaged experienced securities
law counsel to assist the Company in the preparation of its SEC reports and
other filings.
Changes
in Internal Controls Over Financial Reporting
There
were no changes in the Company’s internal controls over financial reporting
during the Company’s fourth fiscal quarter of 2007 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
controls over financial reporting.
Management’s
Report on Internal Control Over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
SEC, internal control over financial reporting is a process designed by, or
under the supervision of the Company’s principal executive officer and principal
financial officer and effected by the Company’s Board of Directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of the financial statements in
accordance with U.S. generally accepted accounting principles.
The
Company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect its transactions and dispositions of
its
assets; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of the financial statements in accordance with
U.S. generally accepted accounting principles, and that the Company’s receipts
and expenditures are being made only in accordance with authorizations of its
management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of Company assets that could have a material effect on the financial
statements.
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.
Management
has undertaken an assessment of the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2007, based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission, or the COSO Framework.
Management’s assessment included an evaluation of the design of the Company’s
internal control over financial reporting and testing of the operational
effectiveness of those controls.
Based
on
this evaluation, management has concluded that the Company’s internal control
over financial reporting was not effective as of December 31, 2007. The
Company’s Chief Executive Officer and Chief Financial Officer concluded that, as
of December 31, 2007, the Company had material weaknesses in its internal
control over financial reporting because it did not have an independent board
of
directors or audit committee or adequate segregation of duties. Further, as
of
December 31, 2007, the Company had no independent body to oversee its internal
control over financial reporting. The lack of segregation of duties was due
to
the limited nature and resources of the Company, which was a shell company
as of December 31, 2007. Following the merger transaction described in the
Company’s Current Report on Form 8-K filed on June 9, 2008, upon which the
Company became an operating entity, the Company has rectified these deficiencies
by appointing a board of directors consisting of a majority of non-employees
or
non-officers, and establishing an audit committee consisting of a majority
of
independent directors. Further, since the appointment of the Company’s Chief
Financial Officer on August 14, 2008 and its Chief Executive Officer on
September 3, 2008, the Company now has different individuals holding the roles
of principal executive officer and principal financial officer.
PART
IV
Item
13.
Exhibits.
Exhibit No.
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Description
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3.1
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Certificate
of Incorporation of the Registrant (incorporated by reference to
Exhibit
3.1 of the Registrant’s Registration Statement on Form SB-2 filed on
October 2, 2002, SEC File No. 333-100259).
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3.2
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Bylaws
of the Registrant (incorporated by reference to Exhibit 3.2 of the
Registrant’s Registration Statement on Form SB-2 filed on October 2, 2002,
SEC File No. 333-100259).
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10.1
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Services
Agreement between the Registrant and Fountainhead Capital Management
Limited (previously filed).
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31.1
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Certification
of Principal Executive Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.**
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31.2
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Certification
of Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.**
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32.1
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Certification
of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(previously filed).**
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32.2
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Certification
of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(previously filed).**
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_______________
**
Filed
herewith
In
accordance with Section 13 or 15(d) of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on September 11, 2008.
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ARNO
THERAPEUTICS, INC.
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By:
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/s/
Brian Lenz
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Brian
Lenz
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Chief
Financial Officer
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POWER
OF ATTORNEY
The
undersigned constitutes and appoints Roger G. Berlin and Brian Lenz, and each
of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in
any and all capacities, to sign any and all amendments to this report, and
to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
In
accordance with the Securities Exchange Act, this report has been signed below
by the following persons on behalf of Arno Therapeutics, Inc. and in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Roger G. Berlin
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Chief
Executive Officer and Director (Principal
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September
11, 2008
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Roger
G. Berlin, M.D.
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Executive
Officer)
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/s/
Brian Lenz
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Chief
Financial Officer (Principal Accounting
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September
11, 2008
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Brian
Lenz
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and
Financial Officer)
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/s/
Arie
S. Belldegrun, M.D.
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Chairman
of the Board
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September
12, 2008
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Arie
S. Belldegrun, M.D.
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/s/
Robert I. Falk
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Director
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September
11, 2008
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Robert
I. Falk
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/s/
Peter M. Kash
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Director
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September
11, 2008
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Peter
M. Kash
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/s/
Joshua A. Kazam
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Director
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September
11, 2008
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Joshua
A. Kazam
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/s/
David M. Tanen
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Director
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September
11, 2008
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David
M. Tanen
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INDEX
TO EXHIBITS FILED WITH THIS REPORT
Exhibit
No.
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Description
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31.1
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Certification
of Principal Executive Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
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Certification
of Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1
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Certification
of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(previously filed).
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32.2
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Certification
of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(previously filed).
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