REVOLUTIONS MEDICAL CORPORATION
670 MARINA DRIVE, 3RD FLOOR
CHARLESTON, SC 29492
February 5, 2010
Kevin L. Vaughn
Accounting Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Re: Revolutions Medical Corporation
Form 10-K for the Year Ended December 31, 2008 – Filed March 31, 2009
Form 10-Q for the Quarter Ended September 30, 2009
File No. 000-28629
Dear Mr. Vaughn:
By letter dated February 6, 2010, the staff (the “Staff,” “you,” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided Revolutions Medical Corporation (“Revolutions Medical” or, the “Company,” “we,” “us,” or “our”) with its comments on the Company’s Annual Report (the “Annual Report”) on Form 10-K filed on March 31, 2009 and its quarterly report (the “Quarterly Report”) of Form 10-Q filed November 16, 2009. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the questions are listed below, followed by the Company’s response.
Form 10-K for the Year Ended December 31, 2008
Item 8A. Controls and Procedures, page 17
1.
We note your response to prior comments 2, 3, 6 and 8. Please amend this filing and your March 31, June 30, and September 30, 2009 Forms 10Q to include the revised disclosures and certifications, as applicable, similar to the proposed disclosures included within your responses.
RESPONSE: We will file an amended 10-K and our March 31, June 30, and September 30, 2009 Forms 10Q to include the revised disclosures and certifications, as applicable, similar to the proposed disclosures included within our previous responses.
Form 10-K for the Year Ended December 31, 2008
Note 1, Summary of Significant Account, page 31
Long-lived assets, page 32
2.
We note your response to prior comments 4 and 5. It is unclear form your response, including the proposed disclosures detailed in Exhibit VI, why you originally recorded the
amounts as “goodwill” rather than an intangible asset. We continue to request that you tell us how you considered whether the “Color MRI Technology” met the definition of an intangible asset under paragraph 39 of SFAS 141.
RESPONSE: In 2007 the Company acquired a 62.2% interest in Clear Image, Inc. (“Clear Image”). Clear Image was a privately held company and was conducting research and development on Color MRI Technology. Clear Image was not able to secure the funding needed to keep this research and development going into the future. Clear Image had expensed the research and development costs in accordance with accounting standards in effect at the time.
The Company believed it to be advantageous to acquire a controlling interest in Clear Image and keep the technology in development rather than starting all over again.
The Company exchanged approximately 8.2 million of its common shares which were trading between $0.40 and $0.50 at the time of acquisition. To arrive at a value for the Color MRI Technology the Company and Clear Image determined the amount of funding provided for the research and development of this technology by looking at the amount expended from 1999 until the acquisition date.
The value of the Company’s stock exchanged for the controlling interest exceeded those expensed amounts by approximately $23,000 which was recorded as goodwill because there were no other assets to value.
Further, the Company acknowledges that:
(i)
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(ii)
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
(iii)
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very Truly Yours,
/s/ Rondald L. Wheet
Rondald L. Wheet
Chief Executive Officer
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