UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Date of Event Which Requires Filing of this Statement

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(a)           Includes 135,000 shares of Common Stock of the Issuer subject to options exercisable within 60 days of the date hereof.

(b)           Excludes 34,255,292 shares of Common Stock of the Issuer held by Mr. Jonathan Brooks (representing approximately 14.9% of the Issuer's outstanding Common Stock). The Reporting Person acknowledges that he and Mr. Jonathan Brooks may be deemed to be a group for purposes of Rule 13d-5 promulgated by the Securities and Exchange Commission (the "SEC").  See Items 4 and 6 for additional information.  The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that he is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any shares held by Mr. Jonathan Brooks.

(c)           Percentage calculation based upon the 230,293,141 shares of Common Stock outstanding as of August 10, 2011, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on August 11, 2011.

 

2

 

AMENDMENT NO. 2 TO SCHEDULE 13D

 

This Amendment No. 2, dated August 22, 2011 (the “Amendment No. 2”), amends and supplements the statement on Schedule 13D filed on September 8, 2008 (the “Original Schedule 13D”) by Andrew A. Brooks, M.D., as amended by Amendment No. 1 to the Original Schedule 13D, filed on July 1, 2011 (as amended, the “Amended Schedule 13D”).  This Amendment No. 2 relates to the common stock, par value $0.001 per share, of Tiger X Medical, Inc. (formerly known Cardo Medical, Inc. and before that as clickNsettle.com, Inc.), a Delaware corporation (the “Issuer”), and amends the Amended Schedule 13D as set forth below. Capitalized terms not defined in this Amendment will have the meanings from the Amended Schedule 13D.  The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 2) shall not be construed to be an admission by the Reporting Person that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

 

Item 1.            Security and Issuer

 

Item 1 is deleted in its entirety and replaced with the following text:

 

This statement is filed with respect to the common stock, $0.001 par value (the “Common Stock”), of the Issuer. The principal executive offices of the Issuer are located at 2934 1/2 Beverly Glen Circle #203, Los Angeles, California 90077.

 

Item 2.            Identity and Background

 

Item 2 is deleted in its entirety and replaced with the following text:

 

(a)   The name of the Reporting Person is Mr. Andrew A. Brooks, M.D. (the “Reporting Person”).

 

(b)   The business address of the Reporting Person is 2934 1/2 Beverly Glen Circle #203, Los Angeles, CA, 90077.

 

(c)   The Reporting Person is the Chief Executive Officer of the Issuer.

 

(d)   The Reporting Person, within the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)   The Reporting Person, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where as a result of such proceeding, he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)    The Reporting Person is a citizen of the United States of America.

 

Item 4.            Purpose of the Transaction

 

Item 4 is deleted in its entirety and replaced with the following text:

 

The Reporting Person acquired the shares described in Item 3 above for investment purposes.  The Reporting Person acknowledges that he and Mr. Jonathan Brooks may be deemed to be a group for purposes of Rule 13d-5 promulgated by the SEC.  Mr. Jonathan Brooks is the holder of 34,255,292 shares of the Issuer’s Common Stock (representing approximately 14.9% of the Issuer’s outstanding Common Stock) and the Reporting Person’s brother.  On August 22, 2011, the Board of Directors of the Issuer appointed Mr. Jonathan Brooks as a director of the Issuer to fill an existing vacancy.  The Reporting Person and Mr. Jonathan Brooks have discussed acting together to evaluate the composition of the Board of Directors of the Issuer and alternatives in this regard, including a change in the composition of the Board of Directors of the Issuer.  As part of this consideration, they are evaluating, among other things, nominating their own slate of directors for election at the Issuer’s next annual meeting and taking other

 

3

 

steps, including calling a special meeting of stockholders or action by written consent in lieu of a meeting, to change the size of the Issuer’s Board of Directors, remove existing directors and/or elect directors to fill any resulting vacancies.

 

The Reporting Person from time to time, in his discretion, may review or reconsider his position regarding the shares reported herein and any other matters relating to the Issuer.

 

Except as set forth above, the Reporting Person has no present plans or proposals which would relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of this Schedule 13D.

 

Item 5.            Interest in Securities of the Issuer

 

Item 5 is deleted in its entirety and replaced with the following text:

 

(a)   The Reporting Person beneficially owns 61,959,189 shares of the Issuer’s Common Stock (including 135,000 shares of Common Stock of the Issuer subject to options exercisable within 60 days of the date hereof), $0.001 par value, representing approximately 26.9% of the Issuer’s outstanding Common Stock.  See Item 4 above.

 

(b)   The following table sets forth the number of beneficially-owned shares of the Issuer’s Common Stock as to which the Reporting Person has (i) the sole power to vote or direct the voting, (ii) the sole power to dispose or to direct the disposition, (iii) shared power to vote or direct the voting, or (iv) shared power to dispose or direct the disposition:

 

Reporting Person		Sole Voting Power		Sole Power of Disposition		Shared Voting Power		Shared Power of Disposition
Andrew A. Brooks, M.D.		61,959,189	*	61,959,189	*	0		0

 

*Includes 135,000 shares of stock held subject to options exercisable within 60 days of the date hereof.

 

(c)   Not Applicable.

 

(d)   Not Applicable

 

(e)   Not Applicable

 

4

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: August 24, 2011	/s/ Andrew A. Brooks, M.D.
	Andrew A. Brooks, M.D.

 

5