-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VchbdjK8Dmhr3zJd6XOE452cHssec8C02ORh36SqqL13zGKbGvzix6eqGc3isvus KRscvrRoCdoCxU96/HX+6g== 0001076542-09-000087.txt : 20090522 0001076542-09-000087.hdr.sgml : 20090522 20090520162607 ACCESSION NUMBER: 0001076542-09-000087 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090520 DATE AS OF CHANGE: 20090520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INMEDICA DEVELOPMENT CORP CENTRAL INDEX KEY: 0000726037 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 870397815 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12968 FILM NUMBER: 09842845 BUSINESS ADDRESS: STREET 1: 3104 E. CAMELBACK ROAD STREET 2: SUITE 242 CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 408-991-9500 MAIL ADDRESS: STREET 1: 3104 E. CAMELBACK ROAD STREET 2: SUITE 242 CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: INMED DEVELOPMENT CORP DATE OF NAME CHANGE: 19840815 10-Q 1 p0527_10-q.htm FORM 10-Q FOR QUARTER ENDED MARCH 31, 2009 FORM 10-Q 3/31/2009

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

FORM 10-Q
 
þ  
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended March 31, 2009
     
o
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the transition period from __________ to __________
 
Commission file number:  0-12968
 
INMEDICA DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
 
Utah
 
87-0397815
(State or other jurisdiction of
 
(IRS Employer Identification No.)
incorporation or organization)
 
 
 
3104 E. Camelback Road, Suite 242
Phoenix, Arizona 85016
 (Address of principal executive offices)
 
   (480) 991-9500
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  þ No o
 
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.  (Check one):
 
Large accelerated filer    o Accelerated filer    o 
Non-accelerated filer    o Small reporting company    þ
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes  No þ
 
As of May 15, 2009, 18,629,493 shares of the issuer’s common stock were outstanding.
 
 

 
Table of Contents
 
     
Page No.
     
 
     
 
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14
     
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15
     
15
     
15
     
15
     
15
     
15
     
16
     
Signatures
17
     
 
 
 
INMEDICA DEVELOPMENT CORPORATION
 
 
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and should be read in conjunction with the Financial Statements of InMedica Development Corporation (the “Company” or “InMedica”).  Such statements are not historical facts and reflect our current views regarding matters such as operations and financial performance. In general, forward-looking statements are identified by such words or phrases as “expects,” “anticipates,” “believes,” “could,” “approximates,” “estimates,” “may,” “intends,” “predicts,” “projects,” “plans,” or “will,” or the negative of those words or other terminology. These statements are not guarantees of future performance and involve certain  known and unknown inherent risks, uncertainties and other factors that are difficult to predict; our actual results could differ materially from those expressed in these forward-looking statements, including those risks and other factors described elsewhere in this Quarter Report.  The cautionary factors, risks and other factors presented should not be construed as exhaustive.   Other risks not presently known to us, or that we currently believe are immaterial, could also adversely affect our business, financial condition or results of operations. 
 
Each forward-looking statement should be read in context with, and with an understanding of, the various disclosures concerning our business made elsewhere in this Quarterly Report, as well as other public reports filed by us with the United States Securities and Exchange Commission. Readers should not place undue reliance on any forward-looking statement as a prediction of actual results of developments. Except as required by applicable law or regulation, we undertake no obligation to update or revise any forward-looking statement contained in this Quarterly Report.

PART I.
FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
CONSOLIDATED BALANCE SHEETS

   
March 31,
   
December 31,
 
   
2009
   
2008
 
ASSETS
 
(Unaudited)
       
             
Current Assets
           
  Cash & Cash Equivalents
  $ 1,217     $ 1,794  
   Prepaid Expenses & Other
    200       1,100  
        Total Current Assets
    1,417       2,894  
                 
Equipment & Furniture, at Cost,
               
   Less Accumulated Depreciation of $255,221
               
        and $254,856, respectively
           
                 
TOTAL ASSETS
  $ 1,417     $ 2,894  
                 
LIABILITIES & STOCKHOLDERS EQUITY
               
                 
Current Liabilities
               
   Related Party Consulting Fees Payable
  $     $  
   Accounts Payable
    22,408       6,665  
   Accrued Interest
    37,395       34,351  
   Related Party Royalty Payable
    123,333       113,333  
   Related Party Note Payable
    187,385       187,385  
   Note Payable
    21,509       21,509  
   Preferred Stock Dividends Payable
    58,635       56,743  
   Current Portion of Long-Term Debt
    160,000       160,000  
        Total Current Liabilities
    610,665       579,986  
                 
Long-Term Convertible Promissory Note
    72,633       72,633  
                 
        Total Liabilities
    683,298       652,619  
                 
Minority Interest
    (297,093 )     (291,211 )
                 
Stockholders’ Equity (Deficit)
               
   Preferred Stock, 10,000,000 shares authorized; Series A cumulative
               
     convertible preferred stock, 8% cumulative, $4.50 par value,
               
     1,000,000 shares designated, 21,016 shares outstanding (aggregate
               
     liquidation preference of $151,316)
    94,573       94,573  
  Common Stock, $.001 par value: 40,000,000 shares authorized,
               
     18,629,493 shares outstanding
    18,629       18,629  
Additional Paid-in Capital
    8,571,249       8,571,249  
Accumulated Deficit
    (9,072,073 )     (9,042,965 )
        Total Stockholders’ Equity (Deficit)
    (387,622     (358,514 )
                 
TOTAL LIABILITIES &  STOCKHOLDERS’ EQUITY
  $ 1,417     $ 2,894  
 
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
For the Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
             
ROYALTY REVENUES
  $     $  
                 
OPERATING EXPENSES
               
   General & Administrative
    30,056       58,973  
   Compensation Expense from Stock Options
           
   Research & Development
           
        Total Operating Expense
    30,056       58,973  
                 
INCOME (LOSS) FROM OPERATIONS
    (30,056 )     (58,973 )
                 
OTHER INCOME (EXPENSE)
               
   Interest Income
           
   Interest Expense
    (3,043     (3,867 )
   Other Income
           
        Total Other Income (Expenses), Net
    (3,043     (3,867
                 
INCOME (LOSS) BEFORE MINORITY INTEREST
    (33,099     (62,840
                 
MINORITY INTEREST
    5,882       24,558  
                 
NET INCOME (LOSS)
    (27,217     (38,282
                 
PREFERRED STOCK DIVIDENDS
    (1,891     (1,892
                 
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS
  $ (29,108 )   $ (40,174 )
                 
NET INCOME (LOSS) PER COMMON SHARE (BASIC & DILUTED)
  $ (.00 )   $ (.00 )
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
               
   BASIC
    18,629,493       18,629,493  
   DILUTED
    18,661,017       18,661,017  
 
The accompanying notes are an integral part of these financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
For the Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
   Net Income (Loss)
  $ (27,217 )   $ (38,282 )
   Adjustments to reconcile net loss to net cash used in
               
      operating activities:
               
      Depreciation and amortization
          91  
      Stock option compensation expense
           
      Interest income from amortization or discount on notes receivable
           
      Minority interest in losses
    (5,882 )     (24,558 )
      Changes in assets and liabilities:
               
         Prepaid expenses
    900        
         Related party consulting fees payable
          16,000  
         Accounts payable
    18,578       15,750  
         Accrued interest
    3,044       3,866  
         Related party royalty payable
    10,000       12,000  
         Accrued payroll and related taxes
           
                    Net cash used in operating activities
    (577 )     (15,153 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
   Purchase of equipment
           
   Proceeds from note receivable
           
                   Net cash provided by (used in) investing activities
           
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
   Proceeds from notes payable
          24,416  
   Proceeds from related party loans
           
   Payments on notes payable
           
   Proceeds from sale of common stock
           
                   Net cash provided by (used in) financing activities
          24,416  
                 
NET INCREASE IN CASH
    (577 )     9,263  
CASH AT BEGINNING OF THE YEAR
     1,794       2,706  
CASH AT END OF THE YEAR
  $ 1,217     $ 11,969  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
               
   Cash paid during the year for interest
  $ 3,043     $ 3,861  
   Cash paid during the year for income taxes
  $     $  
 
The accompanying notes are an integral part of these financial statements.
 
Notes to Consolidated Financial Statements (Unaudited)
 
 
NOTE 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 $27,217 and $38,282 for the three month periods ended March 31, 2009 and 2008, respectively, and negative cash flows from operations of $577 and $15,153 for the three month periods ended March 31, 2009 and 2008, respectively.  As of March 31, 2009, the Company had an accumulated deficit of $9,072,073.  At March 31, 2009, the Company had a stockholders deficit of $387,622.  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.  
 
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, 2008.
 
NOTE 2  NATURE OF OPERATIONS AND 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.
 
Patents

The Company has four patents covering various aspects of its hematocrit technology which expire from 2007 to 2013.
 
Notes to Consolidated Financial Statements (Unaudited)
 
 
NOTE 2  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development
 
Research and development costs are expensed as incurred.

Net Loss Per Common Share
 
Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the year.  Diluted net loss per common share (Diluted EPS”) reflects the potential dilution that could occur if stock options or other common stock equivalents were exercised or converted into common stock.  At March 31, 2009 and December 31, 2008, respectively, there were 31,524 and 31,524 potentially dilutive common stock equivalents.  The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per common share.
 
NOTE 3  PREFERRED STOCK
 
The Company is authorized to issue 10,000,000 shares of preferred stock.  The Company’s board of directors designated 1,000,000 shares of this preferred stock as Series A Cumulative Convertible Preferred Stock (“Series A Preferred”) with a par value of $4.50 per share.  Holders of the Series A Preferred receive annual cumulative dividends of eight percent, payable quarterly, which dividends are required to be fully paid or set aside before any other dividend on any class or series of stock of the Company is paid.  As of March 31, 2009, cumulative preferred stock dividends are due and payable in the amount of $58,635.  Holders of the Series A Preferred receive no voting rights but do receive a liquidation preference of $4.50 per share, plus accrued and unpaid dividends.  Series A Preferred stockholders have the right to convert each share of Series A Preferred to the Company’s common stock at a rate of 1.5 common shares to 1 preferred share.
 
On January 30, 2009, the Company entered into an agreement with MicroCor, its subsidiary (the “MicroCor Agreement”).  The MicroCor Agreement provides for the Company to create a Series B class of preferred stock, without dividend or voting rights (the “Series B Preferred”), which will receive 100% of any future benefit from the sale, spin-off, merger or liquidation of MicroCor or the commercialization of its hematocrit technology.  The shares of the Series B Preferred will be distributed as a dividend, subject to compliance with federal and state securities laws and regulations, to the Company’s common stockholders, as of January 30, 2009.  The creation of the Series B Preferred will prevent any holder of the Company’s common stock after January 30, 2009 from sharing in any future benefit of or to MicroCor through the expiration date of January 30, 2011.
 
 
Notes to Consolidated Financial Statements (Unaudited)
 
 
NOTE 4  EARNINGS PER SHARE
 
The following data show the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock:
 
   
For the Quarters Ended
 
   
March 31,
 
   
2009
   
2008
 
             
Net Income (Loss)
  $ 29,108     $  40,174  
Less: preferred dividends
    (1,891 )     (1,891
                 
Income (Loss) available to common stockholders used in basic EPS
  $ 27,217     $  38,283  
                 
Convertible preferred stock
    1,891        1,891  
Convertible notes payable
           
Income (Loss) available to common stockholders after assumed
               
     conversion of dilutive securities
  $  29,108     $ 40,174  
                 
Weighted average number of common shares used in basic EPS
    18,629,493        18,629,493  
Effect of dilutive securities:
               
     Convertible preferred stock
    31,524        31,524  
     Convertible notes payable
           
     Options
           
Weighted average number of common shares and dilutive potential
               
     common stock used in diluted EPS
    18,661,017        18,661,017  
 
 
INMEDICA DEVELOPMENT CORPORATION
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Overview

The following is a discussion of the financial condition of the Company as of March 31, 2009 and December 31, 2008, and results of operations of the Company as of and for the periods ended March 31, 2009 and 2008.  This discussion should be read in conjunction with the Financial Statements of the Company and the related notes included in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2008. 
 
General
 
InMedica Development Corporation (“InMedica” or the “Company”) was incorporated as a Utah corporation on June 16, 1983. In 1985, the Company acquired MicroCor, Inc., a Utah corporation (“MicroCor”), engaged in the development of certain medical technology products. During 2008, MicroCor, a 57% owned subsidiary of the Company, continued to engage in research and development on MicroCor’s hematocrit technology (a method for measuring hematocrit non-invasively (without drawing blood)) pursuant to the Joint Development Agreement (the “Agreement”) with Wescor, Inc. (“Wescor”). Wescor assumed day-to-day management of MicroCor as of September 7, 2004; however, since December 30, 2008, the day-to-day management was transferred to three of MicroCor’s directors: Larry Clark, Ralph Henson and Richard Bruggeman.
 
On December 8, 2008, the Company entered into a stock purchase option agreement with SNG Consulting, LLC, an Arizona limited liability company (“SNG”). The agreement with SNG is hereinafter referred to as (the “SNG Agreement”). Pursuant to the terms of the SNG Agreement, the Company granted to SNG a one-year option to purchase up to 5,000,000 restricted shares of Company’s common stock at a purchase price of $0.01 per share (the “SNG Option”). The SNG Agreement is transferable by SNG. As consideration for the SNG Agreement, SNG transferred to the Company 100% ownership of ValuMobile, LLC, a Nevada limited liability company (“ValuMobile”). ValuMobile was newly formed at the time the SNG Agreement was entered into by the Company. The SNG Agreement further provides that SNG and any of its affiliates shall not collectively acquire more than 88% of the outstanding common stock of the Company until such time as the Company or ValuMobile has been funded with at least $1,500,000. The SNG Option expires on December 31, 2009. The sole member of SNG is Ashley Conquest, the daughter of Ronald Conquest. Mr. Conquest is the new Chairman of the Board and Chief Executive Officer of the Company (see, “Appointment of New Directors and Officers” below). Ashley Conquest and Ronald Conquest serve as the co-managers of ValuMobile.
 
 
INMEDICA DEVELOPMENT CORPORATION
 
 
On December 8, 2008, the Company entered into a stock purchase option agreement with Law Investments CR, S.A., a Costa Rica corporation (“LI”). The agreement with LI is hereinafter referred to as (the “LI Agreement”). Pursuant to the terms of the LI Agreement, the Company granted to LI a one-year option to purchase up to 15,000,000 restricted shares of the Company’s common stock at a purchase price of $0.0075 per share (the “LI Option”). The LI Agreement is transferable by LI. The LI Agreement provides that the first $75,000 received from the purchase of Company’s common stock pursuant to the LI Agreement shall be distributed to Company’s wholly-owned subsidiary, ValuMobile, as a contribution to capital. The LI Agreement further provides that LI and any of its affiliates shall not collectively acquire more than 88% of the outstanding common stock of the Company until such time as the Company or ValuMobile has been funded with at least $1,500,000. The LI Option expires on December 31, 2009. Ronald Conquest, who is the new Chairman of the Board and Chief Executive Officer of the Company (see, “Appointment of New Directors and Officers” below), is a director and President of LI.
 
Prior Plan of Operation
 
During the 12 months beginning January 2008, the Company’s plan of operation was to continue to work cooperatively with MicroCor and Wescor in the development of the Company’s portable hematocrit device.  However, Wescor advised the Company that its parent corporation was interested in shifting Wescor’s resources previously dedicated to the research and development of the hematocrit technology to other projects.  As a result, Wescor ceased all research and development efforts on the hematocrit technology.  During 2008, the Company funded administrative operations with the proceeds of minimum royalty payments from MicroCor and from loans from the Company’s officers and directors. Wescor, in the past, has loaned MicroCor sufficient funds to enable MicroCor to pay one-half of the minimum royalty.  These minimum payments to the Company from MicroCor have ceased.  Payment of the balance of the minimum royalty was deferred by the Company.  
 
Agreement with MicroCor, Inc.
 
On January 30, 2009, the Company entered into an agreement with MicroCor, LI and SNG (the MicroCor Agreement”).  In the MicroCor Agreement, the parties agreed that the Company, LI, and SNG will vote their respective ownership interest in MicroCor, if any, for the election of Larry E. Clark, Ralph Henson, and Richard Bruggeman, the three former Directors of Company (see, Appointment of New Directors and Officers below), as Directors of MicroCor.  The MicroCor Agreement also provides for the Company to create a class of preferred stock, without dividend or voting rights, which will receive 100% of any future benefit from the sale, spin off, merger or liquidation of MicroCor or the commercialization of its hematocrit technology (the “Series B Preferred Stock”).  The shares of the Series B Preferred Stock will be distributed as a dividend, subject to compliance with federal and state securities laws and regulations, to the Company’s common stockholders, as of the record date of January 30, 2009.  The MicroCor Agreement also provides that the MicroCor Board of Directors shall have sole discretion to reach agreements and settlements with creditors and shareholders of MicroCor, including the Company, without the consent of the Company’s Board of Directors as then constituted.  These settlements and agreements may be in the best interest of MicroCor and the holders of the Series B Preferred Stock, and not necessarily the Company.  The term of the MicroCor Agreement and the Series B Preferred Stock is the later of:  (i) two years commencing on January 30, 2009; (ii) the resolution of the MicroCor Board to abandon further development of the hematocrit technology; or (iii) the spin off, merger or liquidation of MicroCor or its hematocrit technology.
 
 
INMEDICA DEVELOPMENT CORPORATION
 
 
The creation of the Series B Preferred Stock, as discussed above, will modify the rights of those who become holders of the Company’s common stock after January 30, 2009.  All financial benefits from MicroCor’s hematocrit technology, if any, will be distributed to the holders of the Series B Preferred Stock after payment of all MicroCor’s debts and no MicroCor assets will be distributed to the Company’s common stockholders.
 
Appointment of New Directors and Officers
 
Effective January 30, 2009, Larry E. Clark, Ralph Henson and Richard Bruggeman resigned Directors of the Company.  Further, Mr. Clark resigned as Chairman of the Company, Mr. Henson resigned as President and Chief Executive Officer of the Company, and Mr. Bruggeman resigned as Secretary/Treasurer and Chief Financial Officer of the Company, all effective January 30, 2009.  There were no disagreements between Mr. Clark, Mr. Henson, Mr. Bruggeman and the Company.
 
Effective January 30, 2009, Ronald Conquest, Wayne R. Myers, and Christopher R. Miller were appointed as Directors of the Company.  Additionally, Mr. Conquest was appointed as Chairman and Principal Executive Officer, Mr. Myers was appointed as President and Principal Operating Officer, and Mr. Miller was appointed as Secretary/Treasurer and Principal Financial Officer.  There are no family relationships between Messrs.  Conquest, Myers and Miller.  
 
With the resignation of the Company’s three Directors and officers and the appointment of three new Directors and officers, control of the Company has changed.
 
Since January 30, 2009, the Company’s new management team has been investigating new areas of business and sources of funding for the Company.  See, “Subsequent Event below.
 
Results of Operations
 
The Company had an accumulated deficit of ($9,072,073) as of March 31, 2009.  No revenues from operations were received in 2008 and 2007.  The Company had a net loss from operations of ($30,056) for the quarter ended March 31, 2009, compared to a net loss from operations of ($58,973) for the quarter ended March 31, 2008.  The decrease in net loss from operations resulted primarily from no officer salaries being accrued in the 2009 quarter.
 
 
INMEDICA DEVELOPMENT CORPORATION
 
 
Liquidity and Capital Resources
 
During 2008, the minimum royalty payments and loans from the Company’s officers and directors provided minimum operating capital to the Company.  These royalty payments and loans ended in 2008.

The Company will need to engage in fund raising during 2009 in order to meet future cash needs.
 
ValuMobile Operations
 
Since January 30, 2009, the ability of the Company to commence operations in its new ValuMobile subsidiary has been hampered by the recent economic recession. The Company’s future operations in its ValuMobile subsidiary will be dependent on securing funding.  At the present time the Company has entered into no agreement or understanding to obtain any funding.
 
Subsequent Events
 
SNG Option Cancelled

Effective April 10, 2009, the Company and SNG agreed to rescind and cancel the transaction in which the SNG Option was granted, with no shares being issued under such option.  The Company assigned its 100% interest in ValuMobile to SNG effective as of April 10, 2009.
 
Wind Sail Receptor, Inc. License
 
On April 17, 2009, the Company entered into a license agreement (the License”) with Wind Sail Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which the Company was granted the exclusive license to sell WSR’s wind sail receptor blades of 15 feet in length or less in the United States, Canada and the United Kingdom.  Under the License, the Company must acquire 100 blades from WSR during the year after WSR is able to manufacture the receptors.  WSR is hopeful of commencing manufacture of the blades in 2009.  The Company will market WSR’s wind receptor blades through its new division called WindGen Energy.
 
 
INMEDICA DEVELOPMENT CORPORATION
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
 
Not applicable.
 
Item 4T.
Controls and Procedures.
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the small business issuer.  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 (the “Exchange Act”), conducted as of the end of the period covered by this Quarterly Report on Form 10-Q, that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) 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 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 Exchange 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 Exchange Act, that occurred during the Company’s last fiscal quarter that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  There was, however, a change in the Company’s internal control over financial reporting on January 30, 2009, as a result of the Company’s officers and Directors resigning on that date and new officers and Directors being appointed. At this time the Company does not believe this change in management has materially affected the effectiveness of the Company’s internal control over financial reporting.  (See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Appointment of New Directors and Officers above.)
 
 
INMEDICA DEVELOPMENT CORPORATION
 
 
PART II.
OTHER INFORMATION
 
Item 1.
Legal Proceedings.   None.
 
Item 1A.
Risk Factors.   Not applicable.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.   None.
 
Item 3.
Defaults Upon Senior Securities.   None.

Item 4.
Submission of Matters to a Vote of Security Holders.   None.
 
Item 5.
Other Information.   None.
 
 
INMEDICA DEVELOPMENT CORPORATION
 
 
Item 6.
Exhibits
 
Exhibit No.
 
Description
     
10.1a
 
Option to Purchase Common Stock between Synergistic Equities Ltd. and Chi Lin Technologies Co., Ltd., dated September 10, 2008 (1)
10.1b
 
Proxy dated September 10, 2008 (2)
10.2
 
Stock Purchase Option Agreement between Registrant and SNG Consulting, LLC, dated December 8, 2008 (3)
10.3
 
Stock Purchase Option Agreement between Registrant and Law Investments CR, S.A., dated December 8, 2008 (4)
10.4
 
Agreement between InMedica Development Corporation, MicroCor, Inc., Law Investments CR, S.A., and SNG Consulting, LLC, dated January 30, 2009 (5)
10.5
  Exclusive License Agreement between InMedica Development Corporation and Wind Sail Receptor, Inc. dated April 17, 2009 (6)
31.1
 
Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
31.2
 
Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
32.1
 
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act *
32.2
 
Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act *
__________________
Filed herewith.
(1) 
Incorporated by reference to Exhibit 2.4 of the Current Report on Form 8-K filed by the Company on February 9, 2009.
(2) 
Incorporated by reference to Exhibit 99.2 of the Form 10-Q for the Quarter Ended September 30, 2008 filed by the Company on November 14, 2008.
(3) 
Incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed by the Company on February 9, 2009.
(4) 
Incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by the Company on February 9, 2009.
(5) 
Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on February 9, 2009.
(6) 
Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on April 23, 2009.

 
INMEDICA DEVELOPMENT CORPORATION
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  INMEDICA DEVELOPMENT CORPORATION  
       
Dated:   May 20, 2009
By:
/s/  Ronald Conquest  
   
Ronald Conquest
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
 
       
 
Dated:   May 20, 2009
By:
/s/  Christopher R. Miller  
   
Christopher R. Miller
Secretary/Treasurer,
Chief Financial Officer and Director
(Principal Accounting Officer)
 
       
 
 
17

 
EX-31.1 2 p0527_ex31-1.htm 302 CERTIFICATION OF CEO EXHIBIT 31.1
 
Exhibit 31.1

CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Ronald Conquest, certify that:

 
1.
I have reviewed this quarterly report on Form 10-Q of InMedica Development Corporation;

 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
(a)
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(c)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 20, 2009      
       
/s/ Ronald Conquest    

   
Ronald Conquest
Chief Executive Officer
InMedica Development Corporation
     

EX-31.2 3 p0527_ex31-2.htm 302 CERTIFICATION OF CFO EXHIBIT 31.2
 
Exhibit 31.2

CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Christopher R. Miller, certify that:
 
 
1.
I have reviewed this quarterly report on Form 10-Q of InMedica Development Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
(a)
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(c)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 20, 2009      
       
/s/ Christopher R. Miller    

   
Christopher R. Miller
Chief Financial Officer
InMedica Development Corporation
     

EX-32.1 4 p0527_ex32-1.htm 906 CERTIFICATION OF CEO EXHIBIT 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of InMedica Development Corporation, a Utah corporation (the “Company”) on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald Conquest, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: May 20, 2009      
       
/s/ Ronald Conquest    

   
Ronald Conquest
Chief Executive Officer
InMedica Development Corporation
     
       
 

EX-32.2 5 p0527_ex32-2.htm 906 CERTIFICATION OF CFO EXHIBIT 32.2
Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of InMedica Development Corporation, a Utah corporation (the “Company”) on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher R. Miller, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: May 20, 2009      
       
/s/ Christopher R. Miller   
   

   
Christopher R. Miller
Chief Financial Officer
InMedica Development Corporation
     
       
 

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