UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ü QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2008
r TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission file number: 0-12968
InMedica Development Corporation
(Exact name of small business issuer as specified in its charter)
| UTAH | 87-0397815 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
825 North 300 West, Suite N132
Salt Lake City, Utah 84103
(Address of principal executive offices)
(801) 521-9300
(Issuer’s telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ü No r
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 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer ü 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 r No ü
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 18,629,493 shares of $.001 par value common stock as of May 12, 2008
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INMEDICA DEVELOPMENT CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
| As of | ||||
| March 31, | ||||
| 2008 | ||||
| (Unaudited) | ||||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash & cash equivalents | $ | 11,969 | ||
| Prepaid expenses and other | 200 | |||
| Total current assets | 12,169 | |||
| EQUIPMENT AND FURNITURE, | ||||
| at cost, less accumulated depreciation of $254,947 | 274 | |||
| Total assets | $ | 12,443 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Related party consulting fees payable | $ | 84,000 | ||
| Accounts payable | 21,232 | |||
| Note payable | 225,033 | |||
| Accrued payroll | 12,000 | |||
| Accrued interest | 20,362 | |||
| Related party royalty payable | 83,333 | |||
| Preferred stock dividend payable | 51,069 | |||
| Total current liabilities | 497,029 | |||
| MINORITY INTEREST | (217,169 | ) | ||
| STOCKHOLDERS' EQUITY: | ||||
| Preferred stock, 10,000,000 shares authorized; | ||||
| Series A preferred stock, cumulative and | ||||
| convertible, $4.50 par value, 1,000,000 shares | ||||
| designated, 21,016 shares issued and outstanding | 94,573 | |||
| Common stock, $.001 par value; 40,000,000 | ||||
| shares authorized, 18,629,493 issued and outstanding | 18,629 | |||
| Additional paid-in capital | 8,426,839 | |||
| Accumulated deficit | (8,807,458 | ) | ||
| Total stockholders equity | (267,417 | ) | ||
| Total liabilities and stockholders' equity | $ | 12,443 | ||
See notes to consolidated financial statements
2
INMEDICA DEVELOPMENT CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three | ||||||||
| Months Ended | ||||||||
| March 31, | ||||||||
| 2008 | 2007 | |||||||
| (Unaudited) | ||||||||
| TOTAL ROYALTY REVENUES | $ | -0- | -0- | |||||
| OPERATING EXPENSES: | ||||||||
| General and administrative | 58,973 | 52,887 | ||||||
| Research and development | -0- | -0- | ||||||
| Total operating expenses | 58,973 | 52,887 | ||||||
| LOSS FROM OPERATIONS | (58,973 | ) | (52,887 | ) | ||||
| OTHER (EXPENSE) INCOME | ||||||||
| Other (expense) income, net | (3,867 | ) | (2,714 | ) | ||||
| Total other (expense) income | (3,867 | ) | (2,714 | ) | ||||
| LOSS BEFORE MINORITY INTEREST | (62,840 | ) | (55,601 | ) | ||||
| MINORITY INTEREST | 24,558 | 23,848 | ||||||
| NET LOSS | (38,282 | ) | (31,753 | ) | ||||
| PREFERRED STOCK DIVIDENDS | (1,892 | ) | (1,892 | ) | ||||
| NET LOSS APPLICABLE TO COMMON STOCKHOLDERS | $ | (40,174 | ) | $ | (34,645 | ) | ||
| NET LOSS PER COMMON SHARE (BASIC AND DILUTED) | $ | (.00 | ) | $ | (.00 | ) | ||
| Weighted average number of common shares outstanding | 18,629,493 | 18,629,493 | ||||||
See notes to consolidated financial statements.
3
INMEDICA DEVELOPMENT CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Three | ||||||||
| Months Ended | ||||||||
| March 31, | ||||||||
| 2008 | 2007 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (38,282 | ) | $ | ( 31,753 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities- | ||||||||
| Depreciation and amortization | 91 | 123 | ||||||
| Minority interest in losses | (24,558 | ) | (23,848 | ) | ||||
| Change in assets and liabilities | ||||||||
| Account receivable | -0- | (200 | ) | |||||
| Consulting fee payable to related party | 6,000 | 6,000 | ||||||
| Royalty payable to Related party | 10,000 | 10,000 | ||||||
| Accounts payable | 15,730 | -0- | ||||||
| Accrued interest payable | 3,866 | 2,713 | ||||||
| Accrued payroll and related taxes | 12,000 | -0- | ||||||
| Net cash used in operating activities | (15,153 | ) | (36,965 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from note receivable | -0- | -0- | ||||||
| Net cash provided by investing activities | -0- | -0- | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from notes payable | 24,416 | 21,998 | ||||||
| Payments on notes payable | -0- | -0- | ||||||
| Net cash provided by financing activities | 24,416 | 21,998 | ||||||
| NET INCREASE (DECREASE) IN CASH | 9,263 | (14,967 | ) | |||||
| CASH AT BEGINNING OF PERIOD | 2,706 | 34,079 | ||||||
| CASH AT END OF PERIOD | $ | 11,969 | $ | 19,112 | ||||
See notes to consolidated financial statements.
4
INMEDICA DEVELOPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The accompanying unaudited consolidated financials statements of InMedica Development Corporation and its majority owned subsidiary, MicroCor, Inc. (collectively the Company) have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company generated a net loss of $38,282 and $31,753 for the three month periods ended March 31, 2008 and 2007, respectively, and negative cash flows from operations of $15,153 and $36,965 for the three month periods ended March 31, 2008 and 2007, respectively. As of March 31, 2008, the Company had an accumulated deficit of $8,807,458. At March 31, 2008, the Company had a stockholder’s deficit of $267,417. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. Management’s operating plan includes working with Wescor to complete research, development and, if warranted, marketing of its hematocrit technology and/or pursuing other strategic alliances and licensing agreements such as the current Agreement with Wescor, Inc. See Item 2 – “Management’s Discussion and Analysis.”
The accompanying consolidated financial statements of the Company are unaudited. However, in management’s opinion, all adjustments, consisting only of normal recurring adjustments necessary for fair presentation of results for the interim periods shown, have been made. Results for interim periods are not necessarily indicative of those to be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Company’s annual report on form 10-K for the year ended December 31, 2007.
2. Summary of Significant Accounting Policies
Principles of Consolidation - The consolidated financial statements include the accounts of InMedica and MicroCor. All material inter-company accounts and transactions have been eliminated.
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION
Overview. Since 1989, the Company has engaged in research and development of a device to measure hematocrit non-invasively (the "Non-Invasive Hematocrit Technology" and/or the "Technology") and fund raising to finance the payment of research, development and administrative expenses. Hematocrit is the percentage of red blood cells in a given volume of human blood. Research, development and administrative expenses of the Company relating to the Technology were funded during the 1990’s by borrowing and by royalty revenues from the sale of a portable ECG monitor which incorporated Company technology. The monitor was marketed by Critikon, Inc., then a Johnson and Johnson subsidiary. However Critikon discontinued the monitor in 2001 and InMedica has not since had revenues from operations. During 2001 the Company and its subsidiary, MicroCor, Inc. sold restricted common stock to Chi Lin Technologies, Ltd. of the Republic of China (Taiwan) for $1,000,000 and used the funds to continue funding of research, development and administrative expenses. Chi Lin also signed a development agreement under which it performed or financed the Company’s primary research and development effort conducted initially in Taiwan and later in the United States. When remaining funds from the stock sale were expended during 2003, the Company began searching for additional funding and/or a partner to conduct additional research and development. The Company’s officers and Chairman also agreed to the accrual of their wages and consulting fees pending receipt of funds to pay those obligations. In January 2005, the shareholders of the Company approved an Agreement with Wescor which provided additional funding for administrative expenses and provides for research and development of the Hematocrit Technology by Wescor.
Plan of Operation. Wescor recently advised the Company and Chi Lin that its parent corporation is interested in shifting Wescor’s resources presently dedicated to the research and development of the Hematocrit Technology to other projects. As a result, Wescor may be interested in bringing on a new partner to conduct research and development or perhaps in selling its interest in the Technology, although Wescor continues to fund research and development at this time under the terms of the Joint Development Agreement. The Company is presently discussing the matter with Wescor. No present plans or commitments for other alternatives have been made. During 2007, the Company funded administrative operations with the proceeds of minimum royalty payments from MicroCor. Wescor has loaned MicroCor sufficient funds to enable MicroCor to pay one half of the minimum royalty. Payment of the balance of the minimum royalty was deferred by the Company. The Company has in the past borrowed from affiliates, however, such borrowing is not expected to be available in the future to meet obligations or to fund research and development. In past years, salaries of employees and consulting fees have been accrued and later settled by the issuance of restricted stock and the officers of the Company are presently deferring all or part of their compensation. InMedica will look for other funding sources or opportunities, as to which it presently has no commitments.
6
Liquidity and Capital Resources.
The minimum royalty payments in the first quarter of 2008 and 2007, provided minimum operating capital to the Company. However, the Company is currently in discussions with Wescor regarding Wescor’s continued participation in the Joint Development Agreement. Effective January, 2008, the Company’s CEO and CFO are each deferring payment of $2,000 per month in salary .
During the years 2007 and 2006, liquidity was generated by borrowings from Wescor and from the payment of minimum royalties to InMedica by MicroCor. The Company may need to engage in fund raising during 2008 in order to meet future cash needs.
Results of Operations.
The Company had an accumulated deficit of $8,807,458 as of March 31, 2008. .. No revenues from operations were received in the quarters ended March 31, 2008 and March 31, 2007. The Company had a net loss from operations of $38,282 and $31,753 for the quarters ended March 31, 2008 and March 31, 2007, as the Company used limited revenues for essential expenses.
Item 3: CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation required by paragraph (b) of Section 240.13a-15 or 240.15d-15 of the Rules of the Securities Exchange Act of 1934, conducted as of the end of the period covered by this Quarterly Report on Form 10-QSB, that the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15e or 240.15d-15(e)) have functioned effectively. For purposes of this Item, the term disclosure controls and procedures means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 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.
There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Section 240.13a-15 or 240.15d-15 of the Rules of the Securities Exchange Act of 1934, that occurred during the Company’s last fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings: None
Item 1A. Risk Factors. Material changes from risk factors as previously disclosed in the registrant's Form 10-K: None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds: None during the period covered by this report.
Item 3. Defaults Upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: None
Item 5. Other Information: None
Item 6. Exhibits:
(31.1) Sarbanes-Oxley Section 302 Certification – Ralph Henson
(31.2) Sarbanes- Oxley Section 302 Certification- Richard Bruggeman
(32.1) Sarbanes-Oxley Section 906 Certification
Reports on Form 8-K: None
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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.
INMEDICA DEVELOPMENT CORPORATION
/s/ Ralph Henson
By Ralph Henson, President
/s/ Richard Bruggeman
By Richard Bruggeman, Treasurer
Date: May 12, 2008
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EXHIBIT INDEX - INMEDICA DEVELOPMENT CORPORATION
| FORM 10Q – MARCH 31, 2008 |
| EXHIBIT NUMBER | DESCRIPTION |
| 31.1 | Section 302 Certifications of Ralph Henson |
| 31.2 | Section 302 Certifications of Richard Bruggeman |
| 32.2 | Sarbanes-Oxley Section 906 Certification |