November 28, 2007
Securities and Exchange Commission, Mail Stop 6010
100 F Street N.E.
Washington, DC 20549
Attn: Julie Sherman, Staff Accountant
In re: Revolutions Medical Corporation
Commission File # 000-28629
Gentlemen:
This letter is in response to your comment letter of September 14, 2007
pertaining to our financial statements and related disclosures. For convenience,
we have used the same numbering or our response paragraphs as you used in your
comment letter.
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2006
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Item 8A. Controls and Procedures, page 17
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1. The Company will revise its future filings as requested
2. The Company will revise its future filings as requested
3. There were no changes in our internal control over financial reporting that
occurred during the fourth quarter of 2006 that materially affected or is
reasonably likely to materially affect our internal control over financial
reporting. We will revise our future disclosures as requested.
Financial Statements, page 22
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Note 1. Summary of Significant Accounting Policies, page 30
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Stock-Based Compensation, page 30
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4. The Company will revise its future filings as requested.
New Accounting Standards, page 31
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5. The Company will revise its future filings as requested.
FORM 10-QSB FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007
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Financial Statements, page 2
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Note 3. Acquisition of Clear Image Acquisition Corp., page 9
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6.
o ACCOUNTING FOR THE REVMED/ACQUISITON CORP TRANSACTION
RevMed acquired Acquisition Corp. The surviving company was Rev Med.
The transaction was accounted for as a purchase. At the time of the transaction,
RevMed had 8,047,972 common shares outstanding and 1,000,000 preferred shares
outstanding. The RevMed preferred shares have voting rights of 125 votes per
share and the RevMed common shares have voting rights of 1 vote per share.
Combined, the RevMed preferred shares and common shares have voting rights
equivalent to 133,047,972 common shares (125,000,000 + 8,047,972). When RevMed
issued 8,273,788 shares to Acquisition Corp, the shareholders of Acquisition
Corp. did not receive a larger portion of the voting rights in the
post-transaction company, so the transaction did not require the use of
recapitalization or reverse merger accounting.
o MINORITY INTEREST
As of June 30, 2007, the percentage of Clear Image's net loss
applicable to the minority interest was a relatively small amount ($18,900). The
Company will revise its future filings as requested.
o FAIR VALUE OF COLOR MRI TECHNOLOGY
The Company based the transaction value on the funds expended by Clear
Image for the technology in its current state, using a value of Forty Cents
($0.40) per share for the Company's Common Stock which was the then market
value.
o ASSET IMPAIRMENT
RevMed does not believe the Color MRI Technology asset is impaired for
the following reasons:
o Clear Image has filed four provisional patents for its Color
MRI Technology
o The USFRF technology is no longer being used by the Clear
Image Color MRI Technology
o The USFRF patents expires in 2012 and 2013
o USFRF has not prosecuted others who may be infringing on their
technology now
1. ACQUISITION CORP LIABILITIE
The costs of liquidation and dissolution are expected to be less than
$3,000.
2. RELATED PARTIES WITH REGARDS TO ACQUISITION OF CLEAR IMAGE
RevMed's three directors, Mr. Wheet, Mr. O'Brien and Dr. Beahm, were
shareholders of Clear Image, Inc. who participated in the Reorganization. Mr.
Wheet had 2,286,000 shares, Mr. O'Brien had 1,645,625 shares, and Dr. Beahm had
1,599,125 shares.
Note 4. Other Commitments and Contingencies, page 10
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Clear Image Patent Applications and License to Color MRI Technology, page 11
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7. Clear Image, Inc. acquired an exclusive license to a color MRI technology
from USFRF in 1996. Since that time, Clear Image has developed the color MRI
technology beyond the
scope of the USFRF patent and Clear Image believes that its color MRI technology
no longer relies upon the USFRF patent. Although Clear Image believes a future
confrontation with USFRF is not likely, there is no assurance that a future
dispute with USFRF will not occur. Clear Image does not believe the existence of
this contingency affects the realizability and fair value of the asset. See
"Asset Impairment" above.
In connection with the foregoing responses to your comments, the Company
acknowledges that:
1. The Company is responsible for the adequacy and accuracy of the disclosure in
the filings;
2. 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
3. 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.
Yours truly,
REVOLUTIIONS MEDICAL CORPORATION
/s/ Rondald Wheet
By: Rondald Wheet, Pres/CEO