8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

Amendment No. 5

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 17, 2011

Commission File No. 0-11178

UTAH MEDICAL PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)

UTAH	87-0342734
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

7043 South 300 West

Midvale, Utah  84047

Address of principal executive offices

Registrant's telephone number: (801) 566-1200

EXPLANATORY NOTE

On March 23, 2011, Utah Medical Products, Inc., a Utah corporation (“UTMD” or the “Company”), filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (“Initial Report”) for the purpose of announcing the acquisition of Femcare Group Limited (“Femcare”) of the United Kingdom. On June 3, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No.1”) for the purpose of filing historical financial statements of Femcare and pro forma financial information required by Item 9.01 of regulations for Form 8-K.  On June 24, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 2”) to provide additional information with respect to the Femcare financial statements for the year ended March 31, 2010 previously provided in response to Item 9.01 of Amendment No. 1.  On August 2, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 3”) to provide an audited reconciliation of the additional information provided in Amendment No. 2. On September 19, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 4”) to provide an audit report that specifically refers to the 2009 audited financial statements, and to provide additional information with respect to the audited financial statements, the interim financial statements, and the pro forma financial statements previously provided in response to Item 9.01 of Amendment No. 3. The purpose of this Amendment No. 5 to the Initial Report is to provide a revised audit report to the accompanying additional note to reconcile UK GAAP to US GAAP previously provided in response to Item 9.01 of Amendment No. 4.  The information set forth in response to Item 9.01 of this Amendment No. 5 amends and supersedes in its entirety the information set forth in response to Item 9.01 of Amendment No. 4.

Item 9.01 – Financial Statements and Exhibits

(a)   Financial statements of businesses acquired

The following financial statements are included in this Current Report on Form 8-K/A:

i       The audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto and report of independent auditors are included as Exhibits 99.4 and 99.5.

ii      Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto is included as Exhibits 99.6 and 99.7.

iii     The unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto are included as Exhibit 99.8

(b)   Pro forma financial information

The following unaudited pro forma combined condensed consolidated financial statements are included in Exhibit 99.9 to this Current Report on Form 8-K/A:

i.      Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010

ii.     Unaudited pro forma combined condensed consolidated statement of operations for the year ending December 31, 2010

iii.    Notes to the unaudited pro forma combined condensed financial statements

(d)   Exhibits

Exhibit #	SEC Reference #	Title of Document
1	10	Agreement Relating to the sale and purchase of the whole of the issued share capital of Femcare Group Limited dated 18 March 2011 (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
2	10	Credit Agreement dated as of March 17, 2011 among Utah Medical Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
3	10	Facility Agreement dated 18 March 2011 for Femcare Group Limited as Borrower with JPMorgan Chase Bank, N.A., London Branch as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
4	99	Audited consolidated financial statements of Femcare Group Limited (Femcare) as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
5	99	Independent Auditor’s Report to consolidated financial statements of Femcare Group Limited as of March 31, 2009 and for the year then ended (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
6	99	Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto.
7	99	Independent Auditors’ Report on the accompanying additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto
8	99	Unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
9	99	Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010 and unaudited pro forma combined condensed consolidated statement of operations for the year ended December 31, 2010 (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).

SIGNATURES

Pursuant to the requirements of the Securities Exchanges Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	UTAH MEDICAL PRODUCTS, INC.
	REGISTRANT
Date: 10/27/2011	By:      /s/ Kevin L. Cornwell
	Kevin L. Cornwell
	CEO

EX-99.6

Exhibit 99.6

Summary of significant differences between UK GAAP and US GAAP

The audited fiscal years ended March 31, 2010 and 2009 financial statements of Femcare Group Ltd were prepared in accordance with accounting principles generally accepted in the United Kingdom (“UK GAAP”), which can differ in certain significant respects from accounting principles generally accepted in the United States of America (“US GAAP”).

A review of the accounting practices and policies of Femcare Group Ltd revealed that there were no significant adjustments necessary to the statements of operations, the balance sheets and the cash flow statements as of and for the years ended March 31, 2010 and 2009 that would be required if US GAAP were to be applied instead of UK GAAP, except for the treatment of the effect of amortizing identifiable intangible assets per U.S. Accounting Standard No. ASC 805 which resulted from the private equity purchase of Femcare in 2004.  Consistent with US GAAP, 100% of the Goodwill from the 2004 Femcare purchase was deemed to be identifiable intangible assets and was being amortized over a ten year period since 2004.

UTMD believes that, had Femcare been reporting financial performance under US GAAP rather than UK GAAP after the 2004 acquisition (prior to UTMD’s March 18, 2011 acquisition), the amounts classified as Goodwill by Femcare management at that time would have instead been classified as Identifiable Intangible Assets per U.S. Accounting Standard ASC 805, and would have been amortized at the same rate and amounts as those assets actually were amortized in the historical FY 2010 and FY 2009 Femcare financial statements where they were classified as Goodwill under UK GAAP.

Applying U.S. Accounting Standard ASC 805,

(i)   Adjustment to fiscal year (FY) Income Statements audited per UK GAAP

	FY 2010	FY 2009
Net Income as shown in the financial statements (UK GAAP):	(£ 3,922,245)	(£ 1,626,797)

Description of item having the effect of increasing reported income:

The UK effective income tax rate of 28% times the amortization of identifiable intangible assets for the 2010 and 2009 fiscal years period of £ 1,939,522, has the effect of reducing the reported loss each year by £ 543,066.

	FY 2010	FY 2009
Net Income according to US GAAP:	(£ 3,379,179)	(£ 1,083,731)

(ii) Adjustment to Balance Sheets audited per UK GAAP

a)   Goodwill per US GAAP would have been booked related to the creation of a long term deferred tax liability (DTL) for the difference between a reduction in the reported income tax provision over the life of the amortized intangible assets (I/A) versus the fact that the amortization of I/A is not tax deductible.

b)   The balance of the DTL at fiscal year ends per US GAAP.

c)   Shareholder equity at fiscal year ends.

		As Reported Per UK GAAP						As Adjusted per US GAAP
		March 31,						March 31,
Assets		2010			2009			2010			2009
Goodwill	(a)		-0-			-0-		£	5,434,160		£	5,434,160		from creation of DTL
Total intangible assets		£	7,758,094		£	9,697,616			13,192,254			15,131,776
Long Term Liabilities
Deferred tax liability	(b)		-0-			-0-			2,172,266			2,719,332		from amortization of I/A
Total deferred taxes			(184,004	)		(112,386	)		1,988,262			2,606,946
Shareholder’s Equity
Retained earnings	(c)		(13,663,448	)		(9,741,203	)		(10,401,554	)		(7,022,373	)	from decrease in net loss
Total shareholders’ deficit			(13,379,543	)		(9,457,298	)		(10,117,649	)		(6,738,468	)

Rollforward of Retained Earnings

Years ended 31-March-2010 and 2009
	As Reported per UK GAAP			As Adjusted per US GAAP
Balance 31-Mar-2008	£	(8,087,406	)	£	(5,911,642	)
Shares issued		-			-
Shares sold		(27,000	)		(27,000	)
Net Income (Loss)		(1,626,797	)		(1,083,731	)
Balance 31-Mar-2009		(9,741,203	)		(7,022,373	)
Shares issued		-			-
Shares sold		-			-
Net Income (Loss)		(3,922,245	)		(3,379,179	)
Balance 31-March-2010		(13,663,448	)		(10,401,552	)

EX-99.7

Exhibit 99.7

Independent Auditors' Report

The Board of Directors and Members of Utah Medical Products Inc

We have audited the accompanying additional note to reconcile UK GAAP to US GAAP for the audited Consolidated Financial Statements of Femcare Group Limited as of 31 March 2010 and 2009 and for the two years ended 31 March 2010 and consolidated related notes thereto.  The reconciliation is the responsibility of the Company’s management. Our responsibility is to express an opinion on the reconciliation based on our audit of the reconciliation.

We conducted our audits in accordance with generally accepted auditing standards in the U.S. and International Standards on Auditing (UK and Ireland). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the reconciliation is free of material misstatement whether caused by fraud or error.

In our opinion, the reconciliation referred to above present fairly, in all material respects, the adjustments required to reconcile UK GAAP to US GAAP for the audited Consolidated Financial Statements of Femcare Group Limited as of 31 March 2010 and 31 March 2009.

/s/ The Norton Practice

The Norton Practice

Chartered Accountants and Statutory Auditors

Reading

United Kingdom

1 August 2011