Where Food Comes From, Inc. - Annual Report: 2008 (Form 10-K)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 333-133634

INTEGRATED MANAGEMENT INFORMATION, INC.

Colorado		43-1802805
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

221 Wilcox, Suite A

Castle Rock, CO 80104

(Address of principal executive offices, including zip code)

Issuer’s telephone number, including area code:

(303) 895-3002

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 x No o

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-KSB. x

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 o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant’s common stock, $.001 par value per share, outstanding as of March 20, 2009 was 20,871,806. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on March 20, 2009, based on the last sales price on the OTC Bulletin Board as of such date, was approximately $1,787,053.

DOCUMENTS INCORPORATED BY REFERENCE: None

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TABLE OF CONTENTS

		PAGE
	PART I

ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	13
ITEM 2.	PROPERTIES	13
ITEM 3.	LEGAL PROCEEDINGS	13
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	13

	PART II

ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	14
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	22
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	42
ITEM 9A.	CONTROLS AND PROCEDURES	42
ITEM 9B.	OTHER INFORMATION	43

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, CONTROL PERSONS AND COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT	44
ITEM 11.	EXECUTIVE COMPENSATION	46
ITEM 12.	SECURITY OF OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	48
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	49
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	50
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	51
	SIGNATURES	52

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PART I

ITEM 1. BUSINESS

GENERAL

Integrated Management Information, Inc. (“IMI Global,” “IMI,” the “Company,” “our,” “we,” or “us,”) is a leading provider of verification and communication solutions for the agriculture, livestock and food industry.

We provide our owned and operated online properties and services which specialize in identification and traceability, process, production practice and supply verification, document control for USDA verification programs and third party auditing services. We apply information technology to the agriculture, livestock and food industry by addressing the growing importance of marketing claims such as: source of origin information, genetic background, animal treatment, animal health history, animal age, animal movements, nutrition, carbon credits and other credence attributes. Our solutions provide assurance regarding those claims made that can not be confirmed by visual inspection once the product reaches the meat case and is marketed to the consumer. We have developed a range of proprietary web based applications, consulting methodologies, auditing processes, and other services to allow the livestock and food industry to record, manage, report, and audit this information. Our solutions help our customers establish their own systems, meet government regulations, create their own premium brand identity, gain cost efficiencies and command a higher price for their product.

We stand at the forefront of a rapidly evolving movement to track livestock and verify sources of meat and other livestock products. In the aftermath of the discovery of the first case of mad cow disease in the United States in December, 2003, many of the largest U.S. beef and other livestock export markets were closed resulting in significant losses to the industry. In response to the crisis, several initiatives were enacted to facilitate the reopening of key export markets. Most notably, U.S. suppliers seeking to sell beef and other livestock products to other countries must participate in a pre-approved Quality System Assessment Program so as to have an approved means of verifying specific product requirements. In response, we were the first to develop a USDA Quality System Assessment document management system for auditing the tracking systems used by beef and other livestock producers to verify source and age. We introduced our USVerified Source and Age Verification system in 2005, and over the years we have continued to enhance and further develop programs to address other verification needs including, but not limited to, non-hormone treated cattle (NHTC) and humane handling marketing claims. More recently, we worked with compliance programs, and marketing approaches in advance of completion of the country of origin labeling (COOL) legislation’s final rule, requiring meat retailers to display the country of origin on their meat and produce labels. In March 2009, we introduced our VerifiedGreen™ Verification program. This program caters to producers and consumers who are committed to reducing their carbon footprint. Such a program is expected to appeal to forward-thinking producers and retailers who are both environmentally conscious and looking for a marketing edge as well as to consumers who want to support producers practicing good environmental stewardship.

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INDUSTRY BACKGROUND

As the livestock and food industry has matured and expanded internationally, there has been an increasing need to record, manage, report and audit information regarding the source, age, genetic background, animal treatment, nutrition, and other credence attributes of livestock for the benefit of producers, processors, distributors, retailers, consumers, and regulators.

Demand for livestock identification, traceability and verification solutions further accelerated in recent years due to industry and consumer concerns regarding bovine spongiform encephalopathy (mad cow disease), governmental and industry regulations regarding recordkeeping for livestock, and technology, and technology advances, including radio frequency ID tags for livestock and web-based systems facilitating real-time data entry, reporting, and auditing. The demand for verification continues to grow and present other opportunities for our business in light of the many recent product recalls in fresh produce and with the advent of the new legislation concerning country of origin labeling (COOL). Effective September 30, 2008, all muscle cuts and ground beef (including veal), lamb, chicken, goat and pork produced and packaged after September 30, 2008, must be labeled at retail to include a country of origin label (COOL). The rule also covers perishable agricultural commodities (fresh and frozen fruits and vegetables), macadamia nuts, pecans, ginseng and peanuts.

Many of the world’s largest beef and other livestock exporting countries, including Brazil, Argentina, and Australia, have established mandatory traceability and verification standards. Other countries have issued voluntary animal identification and traceability standards. Overall, the United States lags with regards to meeting this market demand, as the United States government has not to date established mandatory traceability standards.

Initiatives under the United States Department of Agriculture

To support industry driven marketing programs and to comply with trade agreements established with international export partners, the United States Department of Agriculture (“USDA”), Agriculture Marketing Service, Audit, Review and Compliance Branch has established the voluntary Quality System Assessment, Non Hormone Treated Cattle (NHTC), and Process Verified programs based on ISO 9001 Instructions. These programs provide guidelines and structure to enable suppliers of agricultural products and services to assure customers of their ability to provide consistent quality products or services by having their processes audited by independent, third-party auditors using USDA approved methodologies and programs.

The USDA’s Quality System Assessment (QSA) program is a documented quality management system and verification trail that can support specific product claims or customer requirements, as well as confirm compliance with export standards. The approved QSA must show that characteristics of the product are being monitored and measured accurately. Approved QSA programs are audited by the USDA at least twice per year.

The USDA’s Process Verified Program (“PVP”) is similar to the QSA program, but broader in scope. Like the QSA, PVP ensures that companies deliver products that meet stated product claims. In addition, it provides the livestock and food industry with a verifiable marketing tool. Once marketing claims are verified by the USDA, the company may use the “USDA Process Verified” shield on its marketing materials.

Both of the USDA’s QSA and PVP programs are applicable to a company’s entire program or certain portions of its programs where specified producer or product requirements are supported by a document quality management system and the documented delivery processes are verified through an independent,

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third party audit. To operate an approved program, suppliers must submit a documented quality management system to the Audit Review and Compliance Branch of the USDA Livestock and Seed Program and successfully pass a document review and an on-site audit.

Within the United States, these USDA programs are voluntary and are primarily useful in providing the industry with a process for demonstrating source, age, and quality attributes as the product moves through the supply chain. In addition, compliance with the programs allows producers to verify claims such as “age verified,” “non-hormone treated,” or “guaranteed tender.”

The USDA also promotes participation in NAIS (National Animal Identification System). The purpose of the NAIS is to protect the health of U.S. livestock and poultry and the economic well-being of those industries by quickly and effectively tracing an animal disease to its source. While the federal program is voluntary, money received by some states, tribes, and non-profit entities from the USDA through cooperative agreements has been used to make parts or all of the program mandatory. Some countries have restricted the importation of some animal products because of the potential for disease. Effectively implemented, NAIS could potentially allow trace back of a disease to its origin within 48 hours, limiting the impact of a potential outbreak. This could have monetary benefits for farmers, who would lose less livestock in the case of disease.

Export Markets/Programs

To market beef and other livestock products outside of the United States, suppliers must comply with the QSA and PVP policies and procedures and address the specified product requirements addressed in the USDA Export Verification (“EV”) Instructions specific to each country. Regardless of final export destination or specific Export Verification program requirements, US suppliers seeking to sell beef and other livestock products must participate in a pre-approved QSA or PVP program so as to have an approved means of verifying source, age, and other specific product requirements. Therefore, though the program is voluntary, it is mandatory to gain access to many export markets.

Japan, Mexico, South Korea, and Europe are the world’s largest export markets. To market beef and other livestock products in these markets, beef for example, is required to be sourced from cattle that are of a certain maximum age at the time of slaughter. The USDA’s QSA program is the standard mechanism for verifying source and age for these export markets and, therefore, is a mandatory requirement for producers, packers, and distributors to export to these key markets.

Business Opportunies

Export markets represent a significant opportunity for the US livestock and food industry. Therefore, international market access and growth is critical. Future growth opportunities for US protein lie in consumption growth internationally, as only 2% of the world’s population resides in the US. The following presents a sequence of events over the past 5 years that significantly impacted the US livestock and food industry:

· Prior to the discovery of the first case of mad cow disease (BSE) in the US in December 2003, the USDA estimated that the industry exported approximately 2.5 billion pounds to Japan, Mexico, South Korea, and Canada.

· The governments of these and other countries responded to the discovery by forbidding import of beef and other livestock products from the US, and exports fell to approximately $0.4B during 2004.

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· During 2004 and 2005, mostly because of implementation of the USDA QSA initiatives, export partners’ confidence in US beef and other livestock supply increased, and many export markets reopened, including Mexico, Canada, Hong Kong, Singapore, and Taiwan.

· In December 2005, Japan lifted its ban on imported US beef and other livestock products.

· In January 2006, Japan reinstated its ban after an inspection revealed a case of non-compliance with the Japanese import regulations.

· Beginning in mid-2006, the U.S. government reached an agreement with Japan that allowed restricted access to the Japanese market. Consumption of beef has never fully recovered from the negative consumer reaction.

· The Korean market also reopened, but imposed restrictions which make compliance extremely difficult.

· The Chinese market remains closed.

· In May of 2007, the OIE (international animal health organization) recognized the U.S. as a controlled-risk country for BSE. The U.S. is now trying to get all of its trading partners to accept this status which implies removal of restrictions for trading. It will likely take some time yet but this would allow for better and more consistent access to beef markets.

Beef exports for 2007 were projected at approximately 1.5 billion pounds, nearly 60 percent of the 2003 record export total. Assuming more progress in the Asian markets, U.S. beef exports were forecasted to increase another 15 percent in 2008. Mandatory compliance with the NAIS could make American animal products more saleable overseas. The opportunity to participate in export markets presents a strong indicator of potential demand for approved verification processes, which have become essential. However, during the time in which the export markets are closed, demand for solutions to comply with these regulatory requirements is constrained.

SERVICE AND PRODUCT OFFERINGS

To address the livestock industry’s requirements to deploy and maintain identification, traceability, and verification systems and to facilitate participation in and compliance with the USDA’s Quality System Assessment, Process Verification, and Export Verification Programs, we have developed and offer a balanced portfolio of products and services. These solutions address specific requirements at each level of the livestock supply chain. In addition, we offer customized solutions to address unique customer requirements.

We offer a range of products and services to track, record, manage, report, and audit key data regarding livestock. Our distinct product line is USVerified™.com, a USDA Process Verified Product Line which offers the following verification solutions: USDA Process Verified, QSA, NHTC and EV Program Development for companies. Our offerings address the needs of each industry segment, and our customers span the supply chain from birth through the various stages of feeding and raising the livestock, to packing and distribution. We have no principal suppliers because most of our revenue is service related. The few products that we purchase, principally livestock identification ear tags, are purchased primarily from Allflex. However, there are numerous other companies which manufacture and market such ear tags. Our USVerified products and services offerings are tailored to the needs of each level of the beef and other livestock supply chain in support of USDA programs.

Suppliers (Cow/Calf Producers)

Supply Verified is a verification and auditing service offered to livestock and food industry suppliers that enables them to demonstrate their ability to efficiently and accurately track key data related to the source and age of livestock. The USDA has informed us that our Supply Verified program was the industry’s

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first USDA approved offsite evaluation process for cattle and other livestock suppliers to meet requirements under the USDA’s QSA and PVP programs.

Under the Supply Verified program, suppliers provide documentation to us about their processes and records. This documentation is evaluated and audited by us and, if warranted, we provide a certificate that the producer meets the requirements of source and age verification. We charge each supplier a fixed annual fee for performing the audit and providing the certification. In order to maintain certification, a supplier must participate in the annual audits.

Feed Yards

We offer solutions to enable feed yards to comply with USDA’s verification requirements. Initially, we work with the feed yard to implement the required systems and procedures to track key data regarding the cattle and other livestock that move through the operation, including source and age as well as additional health and nutritional information. This service is provided and priced to feed yards on a packaged basis, which includes access to our proprietary web based applications and processes, completion of a USDA program compliant manual, implementation services, and initial training. In addition, we offer a monthly service to maintain the USDA compliant manual and web host the data.

Packers

We offer solutions to meat packers, processors and distributors to demonstrate that their products comply with USDA’s QSA requirements, Export Verification (“EV”) requirements as well as the USDA’s Process Verified Program (“PVP”), which is broader in scope than the QSA program. Suppliers with approved USDA Process Verified Programs are able to make marketing claims associated with their process verified points – such as age, source, feeding practices, or other raising and production claims. This service is provided and priced to meat packers on a packaged basis, which includes access to our Proprietary web based applications and processes, completion of a USDA program compliant manual, obtaining USDA approval, implementation services, and initial training. In addition, we offer a monthly service to maintain the USDA compliant manual and web host the data.

SALES

Our revenues are generated from sales of our USVerified identification and verification solutions, consulting services, web-based development and hardware sales. We sell our products and services directly to customers at various levels in the livestock supply chain. Our customers include some of the largest U.S. beef and pork packers, however no single customer generates more than 10% of our revenue.

Third Party Verification Services

Our USVerified™.com product line offers the following verification solutions: USDA Process Verified, QSA, NHTC and EV Program Development for companies. Additionally we provide various products and services to promote our verification programs including:

· Source and Age Verification (USDA Process Verified Product Line)

· Non-Hormone Treated Cattle, NHTC (USDA Process Verified Product Line)

· Premise Registration (NAIS Program)

· Individual Animal Identification and Tag Allocation (USDA Process Verified Product Line)

· Verified Natural Beef™ (USDA Process Verified Product Line)

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· PetSupplyVerified, building verification programs to verify marketing claims for the Pet Food Industry.

We also offer consulting, program development and web-based development services on a customized basis to meet special customer requirements. For the years-ended December 31, 2008 and 2007, our third party verification programs provided approximately 81% of our total revenue.

Hardware Sales

In support of our third party verification service offerings, we offer hardware products (primarily identification cattle ear tags) to our customers. While these hardware products have lower profit margins compared with our proprietary offerings, they allow us to offer our customers a comprehensive solution. Approximately 17% of our total revenue was provided by the sale of hardware during the years-ended December 31, 2008 and 2007.

MARKETING

Our marketing strategy includes direct marketing, advertising, event sponsorship, and trade show participation. From a public relations perspective, our staff is frequently quoted in industry trade journals and requested as speakers at various industry events as subject matter experts on the topics of animal identification, traceability, branding, and the USDA QSA, EV and PVP programs. We maintain strong affiliations with Breed Associations, US Meat Export Federation, The National Meat Association, The National Cattlemen’s Beef Association, and Livestock Marketing Association.

In order to reach additional customers, we continually develop strategic marketing partnerships with leading companies in the industry with complementary abilities and products. We do not currently rely on any third party contracts with distributors, licenses or manufacturers in conducting our business.

COMPETITION

Of the 775,000 independent suppliers of cattle in the United States, we estimate that only approximately 40,000 use some form of verification program. We currently provide tracking information for approximately 5,000 of the most significant independent suppliers which we believe supply greater than 50% of the beef and other livestock products available for exports markets.

We believe we differentiate ourselves from our competitors by providing better, more flexible solutions to all segments of the supply chain. We are also the market leader in the area of diversifying to the Non-Hormone Treated Cattle Verification Program and the USDA’s Never Ever 3 Verification Program.

Our key competitors for our SupplyVerified Program are: AgInfolink, MicroBeef Technologies, and Sterling Solutions.

SEASONALITY

Our business is subject to seasonal fluctuations. Significant portions of our revenues are typically realized during the second and fourth quarters of the fiscal year when the calving season is at its peak. Because of the seasonality of the business and our industry, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

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INTELLECTUAL PROPERTY

We create, own and maintain a variety of intellectual property assets that we believe are among our most valuable assets. Our intellectual property assets include patents and patent applications related to our innovations, products and services, trademarks related to our brands, products and services, and other property rights. We also have licensing arrangements when features from our programs are desirable to incorporate into either a new or an existing technology we offer. We seek to protect our intellectual property right assets through patent, copyright, trade secret, trademark and other laws of the United States and other countries, and through contractual provisions. Additional information regarding certain risks related to our intellectual property is included in Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.

EMPLOYEES

As of December 31, 2008 we had 19 employees all of which are full-time. Our future success is substantially dependent upon the performance of our key senior management personnel, as well as our ability to attract and retain highly qualified technical personnel. Additional information regarding certain risks related to our employees is included in Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.

AVAILABLE INFORMATION

Our website is located at www.imiglobal.com. We make available free of charge on our investor relations website under “SEC Filings” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the U.S. Securities and Exchange Commission (“SEC”). Further, a copy of this annual report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at http://www.sec.gov.

ITEM 1A. RISK FACTORS

In addition to the other information included in this report and our other public filings and releases, the following factors should be considered when evaluating our business, financial condition, results of operations and prospects:

We have had a history of operating losses and negative cash flows from operations. There is no assurance that we will continue to achieve profitability in the future, or that we will be able to raise additional capital or continue as a going concern.

We have a history of operating losses. It is uncertain if our future prospects will continue to result in profitable operations. If we experience losses, the value of an investment in our common stock could decline significantly.

If we are unable to grow the sales of our products and services in the next twelve months and if our business operations continue at their current levels, we may be unable to generate sufficient cash for our planned operations. We may need to raise additional capital and/or further reduce operating costs. We can give no assurances that additional capital will be available to us on favorable terms, or at all. Our inability

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to obtain additional capital, if and when needed, could have a material adverse effect upon our financial condition and our ability to continue as a going concern.

We operate in a highly competitive industry with a limited market characterized by changing technology, frequent introductions of new products, product enhancements, and evolving industry standards.

We compete with many other vendors of products and services designed for tracking cattle and other livestock and for herd management. Our competitors range from small start-up companies to multi-national firms. Our competitors may have significantly greater financial, technical and marketing resources. Competition is likely to intensify as current competitors expand their product offerings and as new companies enter the market. Increasing competition may result in reduced margins and the loss of market share. Our competitors may offer broader product lines or technologies that are more commercially attractive and gain greater market acceptance than our current or future products. Additionally, new technology may render our products obsolete.

The success of our business model depends on the broad acceptance of our technologies into markets that are continuing to develop as a result of the increasing focus on food safety and assurance.

We are currently benefiting from a slow but growing movement among U.S. and international beef and other livestock producers to source and age verify products. This emerging trend is fueled in part by consumers focus on food safety and assurance. However, we can offer no assurances that there will be market acceptance of our technologies. Furthermore, some of our primary target segments within the livestock and food industry are experiencing unpredictable economic conditions and are expected to continue to struggle with supply, trade and profitability issues in the near term. Although we believe that our products, if adopted on a wide-scale basis, would have a significant impact on improving the safety, quality and confidence in our nation’s food supply, our customers for these products historically have been very slow to change and reluctant to adopt new technologies and business practices.

Our business may be negatively impacted by international export market activities, including trade barriers to US beef and other livestock exports and customer acceptance of US beef and other livestock products.

In prior years, the Japanese and Korean beef and other livestock markets were closed to the U.S. as a result of mad cow disease in at least one animal in the United States. Currently, the Japanese and Korean markets are the largest beef and other livestock export markets for U.S. producers. Both markets require verification, which is important to the sale of our products. Because the U.S. market does not mandate verification, there is limited incentive for beef and other livestock producers to purchase our products. Therefore, international trade barriers and limited consumer acceptance of U.S. beef and other livestock products can significantly impair our sales and profitability.

In the event that market demand for beef and other livestock products declines, our customers may not be able to generate sufficient revenues to justify purchase of our verification solutions and consulting services.

Public attitudes towards beef and other livestock products may be influenced by claims that these products are unsafe for consumption or pose unknown health risks. Decreased demand for beef and other livestock products could have a material adverse affect on the operating results and financial condition of our existing or prospective customers. If operating results of our customers are impaired, the resources that our customers can devote to building information systems for tracking cattle and other livestock and herd management would be reduced which in turn would limit purchases of our verification solutions and

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consulting services. Therefore, our ability to generate revenue is subject to the risks and uncertainties relating to the financial condition of its customers.

We look for opportunities to expand our presence in international markets in which we may have limited experience and inherently international operations are subject to increased risks which could harm our business, operating results and financial condition.

We continually seek to expand our product and service offerings in international markets. As we expand into new international markets, we will have only limited experience in marketing and operating our products and services in such markets. In other instances, we may rely on the efforts and abilities of foreign business partners in such markets. Certain international markets may be slower than domestic markets and our operations in international markets may not develop at a rate that supports our level of investment.

In addition to uncertainty about our ability to expand into international markets, there are certain risks inherent in doing business internationally, including:

·		trade barriers and changes in trade regulations;
·		difficulties in developing, staffing and simultaneously managing a large number of varying foreign operations as a result of distance, language and cultural differences;
·		stringent local labor laws and regulations;
·		longer payment cycles;
·		currency exchange rate fluctuations;
·		political or social unrest or economic instability;
·		import or export restrictions;
·		seasonal volatility in business activity;
·		risks related to government regulation or required compliance with local laws in certain jurisdictions, including those more fully described above; and
·		potentially adverse tax consequences.

One or more of these factors could harm our future international operations and consequently, could harm our brand, business, operating results and financial condition.

Our future success depends upon our ability to obtain and enforce patents; prevent others from infringing on our patents, trademarks and other intellectual property rights; and operate without infringing upon the patents and proprietary rights of others.

We will be able to protect our intellectual property from unauthorized use of third parties only to the extent that it is covered by valid and enforceable patents and trademarks. Patent protection generally involves complex legal and factual issues and, therefore, the enforceability of patent rights cannot be predicted with certainty. Moreover, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States. In the event that patents owned by us do not provide adequate protection, we may not be able to prevent competitors from offering substantially similar products and services. Failure to protect our proprietary rights could seriously impair our competitive position.

Failure to protect our proprietary rights could seriously impair our competitive position.

In the event that third parties claim that our current or future products or services infringe upon their intellectual property, we may face litigation and be prevented from selling the products and services at

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issue. Infringement or other claims could be asserted or prosecuted against us in the future, and it is possible that past or future assertion or prosecutions could harm our business. Litigation either in defense of our intellectual property rights or in response to infringement claims made by others may be, both expensive and time consuming, which in turn would adversely affect our business.

Our future success depends to a significant degree upon the continued service of key senior management personnel, in particular, John and Leann Saunders.

Both John and Leann Saunders’ reputation and prominence in the field provide us with a strong competitive advantage. While they are currently bound by employment agreements, we can offer no assurance that John and or Leann Saunders will be able to continue to work for us in the event of an unforeseen accident, severe injury or major disease, or on a long-term basis. The loss of key personnel could have a material adverse effect on our business and operating results.

Corporate governance requirements are likely to increase our costs and make it more difficult to attract qualified directors.

We face corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as rules adopted by the Securities and Exchange Commission. We expect that changes in these laws, rules and regulations will continue to increase our legal and financial compliance costs and make some activities more difficult, time-consuming and costly particularly the outside review of our internal controls. We also expect that these requirements will make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur significantly higher costs to obtain coverage. These new requirements are also likely to make it more difficult for us to attract and retain qualified individuals to serve as members of our board of directors or committees of the board.

Because we are not presently subject to the same corporate governance standards as companies listed on registered stock exchanges or NASDAQ, our officers and Directors may have interests adverse to those of the Shareholders.

Registered stock exchanges and NASDAQ have enhanced corporate governance requirements that apply to issuers that list their securities on those exchanges. For example, we are not required to have any independent directors or to adopt a code of ethics. In certain circumstances, management may not have the same interests as the shareholders and conflicts of interest may arise. We do not presently have a policy to resolve conflicts of interest. Notwithstanding the exercise of their fiduciary duties as directors and executive officers and any other duties that they may have to us or our shareholders in general, these persons may have interests different than yours which could adversely affect your investment.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

We lease approximately 3,100 square feet of office space in a one story office facility in Castle Rock, Colorado which is used as our corporate headquarters. Our lease expires on June 18, 2011. Our rent for the facility in Castle Rock, Colorado is $4,973 per month.

ITEM 3. LEGAL PROCEEDINGS

We are and may be involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of business. Although it is not possible to predict with certainty the outcome of these unresolved actions, we do not believe, based on current knowledge, that any legal proceeding or claim is likely to have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its Annual Meeting of Shareholders on November 12, 2008. At the Annual Meeting, shareholders were asked to consider three proposals. Each proposal was passed by at least a majority of the shares entitled to vote at the meeting. The following represents the proposals and the results of the count:

Proposal		For	Against	Abstain

1.	To elect five directors of the Company to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified: john Saunders, Dr. Gary Smith, Adam Larson, Robert VanSchoick II, and Peter C. Lapaseotes, Jr.	17,252,199	288,462	3,370,845

2.	To ratify the appointment of Randall Gruber & Company, CPA, PC as the independent auditors of the books and accounts of the Company for the year ending December 31, 2008	17,540,661	—	3,370,845

3.	To ratify the asset sale of three wholly owned online businesses – CattleNetwork, CattleStore and AgNetwork – to Vance Publishing Corp.	17,252,199	288,462	3,370,845

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PART II

ITEM 5. MARKET FOR COMMON EQUITY’ RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information for Common Stock

Since the inception of the public trading of our securities on November 15, 2006, our common stock has been listed on the over-the-counter electronic bulletin board (“OTC:BB”) under the symbol “INMG”. The following table sets forth the range of high and low bid prices since the debut of public trading in our shares. The quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions.

	2008				2007
	High		Low		High		Low
First quarter	$	0.35	$	0.10	$	0.40	$	0.20
Second quarter	$	0.34	$	0.16	$	0.27	$	0.15
Third quarter	$	0.45	$	0.14	$	0.25	$	0.14
Fourth quarter	$	0.35	$	0.06	$	0.25	$	0.07

Stockholders

As of March 20, 2009, we estimate that there were approximately 260 beneficial and actual owners of our Common Stock.

Dividends

We have not declared or paid any cash dividends on our common stock. We presently do not have plans to pay any cash dividends in the future.

Recent Sales of Unregistered Securities

In February 2007, we completed a private placement for our common stock and issued 555,556 shares at $0.45 per share resulting in proceeds of $250,000. In August 2007, we completed the sale of 666,667 shares of our common stock at $0.15 per share resulting in proceeds of $100,000. There was no commission paid on the sale of these shares.

During the third quarter of 2008, we completed a private placement of our common stock and issued 916,000 shares of our common stock at an average price of $0.14 per share, netting total consideration of $125,000. The proceeds from the sale of the shares will be used for general working capital purposes.

The issuance of these shares of our common stock described above was pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended and related state private offering exemptions. All of the investors were Accredited Investors as defined in the Securities Act who took their shares for investments purposes without a view to distribution and had access to information concerning the company and its business prospects, as required by the Securities Act.

In addition, there was no general solicitation or advertising for the purchase of these shares. All certificates for these shares issued pursuant to Section 4(2) contain a restrictive legend. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

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Issuer Purchases of Equity Securities

None

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forwarding-looking statements include without limitation statements regarding our expectations and beliefs about the market and industry, our goals, plans, and expectations regarding our operations and properties and results, our intentions and strategies regarding future operations, acquisitions and sales of properties, our intentions and strategies regarding the formation of strategic relationships, our beliefs regarding the future success of our operations, our expectations and beliefs regarding competition, competitors, the basis of competition and our ability to compete, our beliefs and expectations regarding our ability to hire and retain personnel, our beliefs regarding period to period results of operations, our expectations regarding revenues, our expectations regarding future growth and financial performance, our beliefs and expectations regarding the adequacy of our facilities, and our beliefs and expectations regarding our financial position, ability to finance operations and growth and the amount of financing necessary to support operations. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report on Form 10-K.

As used in this annual report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” “IMI” and “IMI Global” refer to Integrated Management Information, Inc., a Colorado corporation.

Business Overview

We are a leading provider of verification and communication solutions for the agriculture, livestock and food industry.

We stand at the forefront of a rapidly evolving movement to track livestock and verify sources of beef and other livestock products. In the aftermath of the discovery of the first case of mad cow disease in the United States in December, 2003, many of the largest U.S. beef and other livestock export markets were

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closed resulting in significant losses to the industry. In response to the crisis, several initiatives were enacted to facilitate the reopening of key export markets. Most notably, U.S. suppliers seeking to sell beef and other livestock products to other countries must participate in a pre-approved Quality System Assessment Program so as to have an approved means of verifying specific product requirements. In response, we were the first to develop a USDA Quality System Assessment document management system for auditing the tracking systems used by beef and other livestock producers to verify source and age. We introduced our USVerified Source and Age Verification system in 2005, and over the years we have continued to enhance and further develop programs to address other verification needs including, but not limited to, non-hormone treated cattle (NHTC) and humane handling marketing claims. More recently, we worked with compliance programs, and marketing approaches in advance of completion of the country of origin labeling (COOL) legislation’s final rule, requiring meat retailers to display the country of origin on their meat and produce labels. In March 2009, we introduced our VerifiedGreen™ Verification program. This program caters to producers and consumers who are committed to reducing their carbon footprint. Such a program is expected to appeal to forward-thinking producers and retailers who are both environmentally conscious and looking for a marketing edge as well as to consumers who want to support producers practicing good environmental stewardship.

Performance Highlights

Revenues		Our revenues for the year ended December 31, 2008 increased approximately 46% year over year to $2.4 million compared to $1.6 million. We experienced significant growth in program development and web based development services in connection with our third party verification programs.

Net Income		For the year ended December 31, 2008 we had net income of $149,658 compared to net loss of $759,560 for 2007. This represents our first year to achieve net income.

Debt Repayment		In connection with the closing of the asset sale, $350,000 of the proceeds was used to pay the Cattlefeeding.com note payable in full. Additionally, we repaid amounts outstanding under our line of credit.

Liquidity and Capital Resources

At December 31, 2008, we had cash and cash equivalents of $154,044 compared to $170,882 of cash and cash equivalents at December 31, 2007. Our working capital at December 31, 2008 was $387,901 compared to a deficit of $298,386 at December 31, 2007.

Net cash used by operating activities during 2008 was $438,537 compared to $638,646 during the same period in 2007. Cash used by operating activities (continuing and discontinued operations) is driven by our net loss and adjusted by non-cash items. Non-cash adjustments primarily include depreciation, amortization of intangible assets and stock based compensation expense. The improvement was primarily driven by better operating performance yields over a greater volume of sales at consistent overhead levels offset by increased expenses associated with the sale of the online businesses. Additionally, the timing of cash receipts and cash disbursements affects our operating assets and cash balances.

Net cash provided by investing activities of $729,849 is primarily attributable to the sale of the online businesses during the third quarter ended September 30, 2008. Our capital expenditures were $70,951 and $34,389 for the years ended December 31, 2008 and 2007, respectively. Our capital expenditures are primarily related to purchases and internal development of information technology assets to support our

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product and service offerings. As we anticipate continued growth, we expect to continue investing additional capital in our information technology assets.

Net cash used by financing activities of $308,150 during 2008 was primarily related to the repayment of the CattleNetwork Note Payable. Cash provided by financing activities of $613,378 during 2007 was due to the completion of a private placement offering of our common stock and issuance of new unsecured debt.

Historically, our growth has been funded through a combination of convertible debt from private investors and private placement offerings. We continually evaluate all funding options including additional offerings of our securities to private, public and institutional investors and other credit facilities as they become available.

Our plan for continued growth is primarily based upon intensifying our focus on international markets. We believe that there are significant growth opportunities available to us because often the only way to access various restrictions as imposed on international market imports/exports is via a quality verification program, like our USVerified™.com product line.

The primary driver of our operating cash flow is our third-party verification solutions, specifically the gross margin generated from services provided. Therefore we focus on the elements of those operations including revenue growth and long term projects that ensure a steady stream of operating profits to enable us to meet our cash obligations. On a weekly basis we review the performance of each of our revenue streams focusing on third party verification solutions compared with prior periods and our operating plan. Based on the continued sales growth and overall improvement in our performance, we believe that we will continue to move closer towards profitability for the year ended December 31, 2009. The culmination of all our efforts toward profitability has brought opportunities to us including: increased investor confidence and renewed interest in our company, third-party interest in our expertise to develop and enhance websites, as well as the potential to develop business relationships with long term strategic partners. In keeping with our core business, we will continue to review our business model with a focus on profitability, long term capital solutions and the potential impact of acquisitions or divestitures, if such an opportunity arises.

Off Balance Sheet Arrangements

As of December 31, 2008, we had no off-balance sheet arrangements of any type.

Asset Sale and Discontinued Operations

On July 15, 2008, we completed the sale (the “asset sale”) of three wholly-owned online businesses – CattleNetwork, CattleStore and AgNetwork – to Vance Publishing Corp. (“Vance”), a privately held provider of print and electronic media with a strong presence in the agricultural industry. The transaction included $800,000 in cash and long term advertising rights for placements in Vance’s industry leading publications, including Drover’s, Pork, Bovine Veterinarian and Dairy Herd Management, over a three year period. Vance has also contracted with us to provide network maintenance and support for the websites as part of a separate support agreement. In addition, Vance has agreed to open negotiations on another IMI Global product, AgTraderIndex (www.AgTraderIndex.com).

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possible gain that will be ultimately realized. The advertising rights are not assignable or resalable, therefore the fair market value is not determinable until such time as advertising actually occurs.

RESULTS OF OPERATIONS

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Our Statements of Operations present income (loss) from continuing operations and loss from discontinued operations. All discussions are based on income from continuing operations and therefore exclude all income statement items of the current and prior year’s discontinued operations.

	Years ended December 31,						2008			2008 - 2007
Selected Financial Data	2008			2007			Improvement			% Change

Revenues	$	2,402,830		$	1,649,078		$	753,752		45.7	%
Third party verification	1,934,950			1,341,113			593,837			44.3	%
Hardware	400,130			278,370			121,760			43.7	%
Other	67,750			29,595			38,155			*
Costs of revenues	1,073,328			429,703			(643,625		)	*
Gross profit	1,329,502			1,219,375			110,127			9.0	%
Gross margin	55.3		%	73.9		%	—			*
Selling, general and administrative expenses	1,440,541			1,928,522			487,981			25.3	%
Gain on sale of online businesses	357,802			—			357,802			*
Interest expense	33,098			18,944			(14,154		)	-74.7	%
Income (loss) from continuing operations	217,391			(720,770		)	938,161			*
Net income (loss)	149,658			(759,560		)	909,218			*

* calculation not meaningful for discussion purposes

Revenues

Revenues are derived from sales of our USVerified identification and verification solutions, consulting services, web-based development and hardware sales. Revenues for year ended December 31, 2008 were $2,402,830 and $1,649,078, an improvement of 46%. The improvement in sales was primarily due to significant growth in program development and web based development services in connection with our third party verification programs.

During 2008, our third party verification revenue, which includes sales of our USVerified solutions and related consulting, program development and web-based development services, increased 44% to $1,934,950 from $1,341,113 in 2007.

We believe that customer demand for third party verification services will continue to increase with the reopening of key export markets, increasing demand for verification of NHTC and humane handling marketing claims. We also believe the demand for verification will continue to grow and present other opportunities for our business in light of the many recent product recalls in fresh produce and with the advent of legislation concerning country of origin labeling (COOL). We are the exclusive worldwide marketing partner for Born & Raised in the USA® — a labeling program that we believe is ideally suited to help producers, packers and retailers comply with the new labeling requirements.

Revenues derived from sales of hardware, primarily sales of cattle identification ear tags, increased 44% to $400,130 in 2008 compared to $278,370 in 2007.

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Cost of Sales and Gross Margin

Cost of sales for 2008 was $1,073,328 compared to $429,703 during 2007. Gross margin for 2008 declined by approximately 19 basis points to 55% of revenues in 2008 compared to 74% in 2007. The change was partially due to the addition of dedicated personnel providing program development and web based development services in connection with our third party verification programs coupled with shifts in the sales mix of our lower margin hardware sales. Due to our focus on margins, our commitment to long term growth and the scalability of the programs we develop, we anticipate that our margins will continue to be impacted during the next year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for 2008 were $1,440,541, a decrease of $487,981, or 25% over the 2007 amount of $1,928,522. The decrease was primarily due to a $36,113 reduction in stock based compensation expense, $174,334 reduction in spending for contracted services and other professional service fees, $83,942 decrease in travel expenses and an overall decrease in various other expenses due to management’s efforts to aggressively control costs.

Gain on Sale of Online Businesses

On July 15, 2008, we completed the sale of three wholly-owned online businesses – CattleNetwork, CattleStore and AgNetwork – to Vance Publishing Corp. (“Vance”), a privately held provider of print and electronic media with a strong presence in the agricultural industry. The assets sold in the transaction primarily represented all of the goodwill and intangible assets recorded on the balance sheet. We sold the assets at a substantial premium to the original purchase in 2005 and accordingly have recorded a gain on sale of approximately $358,000 for 2008.

Other Income (Expense)

Interest expense for 2008 increased to $33,098 compared to $18,944 for 2007. The increase during 2008 was primarily attributable to more interest expense incurred on a greater borrowing base at higher interest rates during part of 2008 as compared to 2007.

Income (Loss) from Continuing Operations and per Share information

As a result of the foregoing, income from continuing operations for the year ended December 31, 2008 was $217,391 or $0.01 per basic and diluted common share, compared to loss from continuing operations of $759,560 or $0.04 loss per basic and diluted common share for the year ended December 31, 2007.

Net Income (loss)

Net income for the year ended December 31, 2008 was $149,658 which includes loss from discontinued operations of $67,733, compared to net loss of $759,560 which includes loss from discontinued operations of $38,790 for the year ended December 31, 2007.

CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect

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the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.

Goodwill and Other Intangible Assets

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests in certain circumstances. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, and determining appropriate discount rates, growth rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit which could trigger impairment. Based on our 2008 and 2007 impairment test, there would have to be a significant unfavorable change to our assumptions used in such calculations for an impairment to exist.

We amortize other intangible assets over their estimated useful lives. We record an impairment charge on these assets when we determine that their carrying value may not be recoverable. The carrying value is not recoverable if it exceeds the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. When there is existence of one or more indicators of impairment, we measure any impairment of intangible assets based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our business model. Our estimates of future cash flows attributable to our other intangible assets require significant judgment based on our historical and anticipated results and are subject to many factors. Different assumptions and judgments could materially affect the calculation of the fair value of our other intangible assets which could trigger impairment.

As previously described, the assets sold in connection with the sale of three wholly-owned online businesses – CattleNetwork, CattleStore and AgNetwork – primarily represented all of the goodwill and intangible assets recorded on the balance sheet. We sold the assets at a substantial premium to the original purchase in 2005 and accordingly have recorded a gain on sale of approximately $367,000 during the third quarter of 2008.

Stock-Based Compensation Expense

Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. We estimate the expected life of options granted based on historical exercise patterns, which we believe are representative of future behavior. We estimate the volatility of our common stock on the date of grant based on the implied volatility of publicly traded options on our common stock, with a term of one year or greater. We believe that implied volatility calculated based on actively traded

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options on our common stock is a better indicator of expected volatility and future stock price trends than historical volatility. Therefore, expected volatility for the year ended December 31, 2008 was based on a market-based implied volatility. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period.

Recent Accounting Pronouncements

Refer to Footnote 13 to the financial statements included in Item 8 of this Form 10-K.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm		23
Balance Sheets as of December 31, 2008 and 2007		24
Statements of Operations for the years ended December 31, 2008 and December 31, 2007		25
Statements of Cash Flows for the years ended December 31, 2008 and December 31, 2007		26
Statements of Stockholders’ Equity for the years ended December 31, 2008 and December 31, 2007		27
Notes to Financial Statements		28

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Integrated Management Information, Inc.:

We have audited the accompanying balance sheets of Integrated Management Information, Inc. as of December 31, 2008 and 2007 and the related statements of operations, shareholders’ equity, and cash flows for the years ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Integrated Management Information, Inc. as of December 31, 2008 and 2007 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Gruber & Company, LLC

Lake Saint Louis, Missouri

March 30, 2009

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Integrated Management Information, Inc.

Balance Sheets

	December 31,
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	154,044		$	170,882
Accounts receivable, net of allowance of $5,400 and $3,200 (Note 2)	458,715			193,737
Inventories	14,350			18,759
Prepaid expenses and other current assets	33,073			43,495
Total current assets	660,182			426,873
Property and equipment, net	78,275			54,134
Goodwill	—			418,208
Intangible assets, net	1,093			28,395
Total assets	$	739,550		$	927,610

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	218,843		$	259,104
Accrued expenses and other current liabilities	53,438			40,406
Deferred revenues	—			5,750
Short-term debt and current portion of notes payable (Note 4)	—			420,000
Total current liabilities	272,281			725,260
Notes payable and other long-term debt (Note 4)	300,000			300,000
Commitments and contingencies (Note 11)
Stockholders equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued or outstanding	—			—
Common stock, $0.001 par value; 95,000,000 shares authorized; 20,929,006 and 28,245,506 shares issued, respectively; and 20,871,806 and 19,995,506 shares outstanding, respectively	20,929			28,245
Additional paid-in-capital	3,359,380			4,705,679
Treasury stock of 57,200 and 8,250,000 shares, respectively	(16,124		)	(1,485,000		)
Accumulated deficit	(3,196,916		)	(3,346,574		)
Total stockholders’ equity	167,269			(97,650		)
Total liabilities and stockholders’ deficit	$	739,550		$	927,610

The accompanying notes are an integral part of these financial statements.

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Integrated Management Information, Inc.

Statements of Operations

	Years ended December 31,
	2008			2007

Revenues	$	2,402,830		$	1,649,078
Costs of revenues	1,073,328			429,703
Gross profit	1,329,502			1,219,375
Selling, general and administrative expenses	1,440,541			1,928,522
Gain on sale of online businesses	(357,802		)	—
Income (loss) from operations	246,763			(709,147		)
Other expense (income):
Interest expense	33,098			18,944
Other income, net	(3,726		)	(7,321		)
Income (loss) before income taxes	217,391			(720,770		)
Income taxes	—			—
Income (loss) from continuing operations	$	217,391		$	(720,770	)
Loss from discontinued operations	(67,733		)	(38,790		)
Net income (loss)	$	149,658		$	(759,560	)

Income (loss) per share from continuing operations:
Basic	$	0.01		$	(0.04	)
Diluted	$	0.01		$	(0.04	)

Loss per share from discontinued operations:
Basic	$	—		$	—
Diluted	$	—		$	—

Weighted average shares outstanding:
Basic	20,624,153			19,512,401
Diluted	20,680,922			19,512,401

The accompanying notes are an integral part of these financial statements.

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Integrated Management Information, Inc.

Statements of Cash Flows

	Year ended December 31,
	2008			2007
Operating activities:
Net income (loss)	$	149,658		$	(759,560	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amorization	39,615			30,110
Stock based compensation expense	3,410			41,330
Provision for doubtful accounts	4,146			14,227
Amortization under advertising rights	5,000			—
Loss on disposal of equipment	4,708			—
Gain on sale of online businesses	(357,802		)	—
Changes in assets and liabilities:
Accounts receivable	(269,124		)	(29,805		)
Inventories	4,409			(4,574		)
Prepaid expenses and other current assets	10,422			(10,061		)
Accounts payable	(40,261		)	52,638
Accrued expenses and other current liabilities	13,032			32,119
Deferred revenue	(5,750		)	(5,070		)
Net cash used in operating activites	(438,537		)	(638,646		)

Investing activities:
Acquisition of property and equipment	(70,951		)	(34,389		)
Proceeds from sale of online businesses	800,000			—
Proceeds from sale of equpment	800			—
Net cash provided by (used in) investing activities	729,849			(34,389		)

Financing activities:
Proceeds from line of credit	38,000			—
Repayments on line of credit	(108,000		)	(86,622		)
Proceeds from Lapaesotes Note Payable	—			300,000
Repayment of CattleNetwork Note Payable	(350,000		)	—
Proceeds from issuance of common stock	125,000			350,000
Proceeds from exercise of stock options	2,974			—
Stock repurchase under Buyback Program	(16,124		)	—
Change in restricted cash balances	—			50,000
Net cash provided by (used in) financing activities	(308,150		)	613,378
Net change in cash and cash equivalents	(16,838		)	(59,657		)
Cash and cash equivalents at beginning of year	170,882			230,539
Cash and cash equivalents at end of year	$	154,044		$	170,882

The accompanying notes are an integral part of these financial statements.

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Integrated Management Information, Inc.

Statements of Stockholders’ Equity

						Additional
	Common Stock					Paid-in			Retained			Treasury
	Shares		Amount			Capital			Deficit			Stock			Total
Balance at December 31, 2006	27,023,283		27,024			4,315,571			(2,587,014		)	(1,485,000		)	270,581
															—
Issuance of common stock in connection with a private placement in February 2007	555,556		555			249,445			—			—			— 250,000
Issuance of common stock in connection with a private placement in August 2007	666,667		667			99,333			—			—			100,000
Stock-based compensation expense	—		—			41,330			—			—			41,330
Net loss	—		—			—			(759,560		)	—			(759,560		)
Balance at December 31, 2007	28,245,506		$	28,246		$	4,705,679		$	(3,346,574	)	$	(1,485,000	)	$	(97,649	)

Stock repurchase of 57,200 shares on the open market	—		—			—			—			(16,124		)	— (16,124		)
Stock-based compensation expense	—		—			3,410			—			—			3,410
Issuance of common stock in connection with a private placement in July 2008	916,000		916			124,084			—			—			— 125,000
Exercise of stock options	17,500		17			2,957			—			—			2,974
Retirement of treasury stock	(8,250,000	)	(8,250		)	(1,476,750		)	—			1,485,000			—
Net income	—		—			—			149,658			—			149,658
Balance at December 31, 2008	20,929,006		$	20,929		$	3,359,380		$	(3,196,916	)	$	(16,124	)	$	167,269

The accompanying notes are an integral part of these financial statements.

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Integrated Management Information, Inc.

Notes to the Financial Statements

Note 1 - The Company and Basis of Presentation

Business Overview

Integrated Management Information, Inc. (“IMI Global,” “IMI,” the “Company” or “we”) is a leading provider of verification and communication solutions in the agricultural and livestock industry. To our customers, we provide our owned and operated online properties and services which specialize in identification and traceability, process, production practice and supply verification, document control for USDA verification programs and third party auditing services. Our solutions help our customers establish their own systems, meet government regulations, create their own premium brand identity, gain cost efficiencies and command a higher price for their product.

IMI Global stands at the forefront of a rapidly evolving movement to track livestock and verify sources of beef and other livestock products. In the aftermath of the discovery of the first case of mad cow disease in the United States in December, 2003, many of the largest U.S. beef and other livestock export markets were closed resulting in significant losses to the industry. In response to the crisis, several initiatives were enacted to facilitate the reopening of key export markets. Most notably, U.S. suppliers seeking to sell beef and other livestock products to other countries must participate in a pre-approved Quality System Assessment Program so as to have an approved means of verifying specific product requirements. In response, we were the first to develop a USDA Quality System Assessment document management system for auditing the tracking systems used by beef and other livestock producers to verify source and age. We introduced our USVerified Source and Age Verification system in 2005, and over the years we have continued to enhance and further develop programs to address other verification needs including, but not limited to, non-hormone treated cattle (NHTC) and humane handling marketing claims. More recently, we worked with compliance programs, and marketing approaches in advance of completion of the country of origin labeling (COOL) legislation’s final rule, requiring meat retailers to display the country of origin on their meat and produce labels. In March 2009, we introduced our VerifiedGreen™ Verification program. This program caters to producers and consumers who are committed to reducing their carbon footprint. Such a program is expected to appeal to forward-thinking producers and retailers who are both environmentally conscious and looking for a marketing edge as well as to consumers who want to support producers practicing good environmental stewardship.

Asset Sale and Discontinued Operations

On July 15, 2008, we completed the sale (the “asset sale”) of three wholly-owned online businesses – CattleNetwork, CattleStore and AgNetwork – to Vance Publishing Corp. (“Vance”), a privately held provider of print and electronic media with a strong presence in the agricultural industry. The transaction included $800,000 in cash and an undeterminable value of advertising placements in Vance’s industry leading publications, including Drover’s, Pork, Bovine Veterinarian and Dairy Herd Management, over a three year period. Vance has also contracted with us to provide network maintenance and support for the websites as part of a separate support agreement. In addition, Vance has agreed to open negotiations on another IMI Global product, AgTraderIndex (www.AgTraderIndex.com).

The wholly-owned online businesses were considered significant revenue streams; however, they historically have not contributed materially to gross profit. The assets sold in the transaction primarily represented all of the goodwill and intangible assets recorded on the balance sheet. We sold the assets at a substantial premium to the original purchase in 2005 and accordingly have recorded a gain on sale of approximately $367,000. The advertising rights will be accounted for as a gain contingency as it involves uncertainties as to the possible gain that will be ultimately realized. The advertising rights are not assignable or resalable, therefore the fair market value is not determinable until such time as advertising actually occurs.

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Notes to the Financial Statements

Liquidity

The primary driver of our operating cash flow is our third-party verification solutions, specifically the gross margin generated from services provided. Therefore we focus on the elements of those operations including revenue growth and long term projects that ensure a steady stream of operating profits to enable us to meet our cash obligations. On a weekly basis we review the performance of each of our revenue streams focusing on third party verification solutions compared with prior periods and our operating plan. Based on the continued sales growth and overall improvement in our performance, we believe that we will achieve profitability for the year ended December 31, 2009. The culmination of all our efforts toward profitability has brought opportunities to us including: increased investor confidence and renewed interest in our company, third-party interest in our expertise to develop and enhance websites, as well as the potential to develop business relationships with long term strategic partners. In keeping with our core business, we will continue to review our business model with a focus on profitability, long term capital solutions and the potential impact of acquisitions or divestitures, if such an opportunity arises.

Basis of Presentation

Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ from the estimates.

Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net income (loss) or financial position as previously reported.

Note 2 - Summary of Significant Accounting Policies

Revenue Recognition

Revenues are recognized only when realized / realizable and earned in accordance with generally acceptable accounting principles.

· Revenue from product sales is recognized when the goods are shipped and title passes to the customer.

· Revenue from contracts for consulting and website development is recognized on the percentage of completion method.

· Revenue derived from our US Verified program is recognized using the Proportional Performance Model. Contracts are cancelable only for non- performance.

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Notes to the Financial Statements

Allowance for Doubtful Accounts

The majority of our receivables are due from trade customers. Credit is extended based on our evaluation of the customer’s financial condition and generally collateral is not required. Accounts receivable are due approximately 30 days from invoice date and are stated at amounts due from customers net an allowance for doubtful accounts. Accounts receivable that are outstanding longer than the contractual payment terms are considered past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss and payment history, the customer’s current ability to pay its obligations to us and the condition of the general economy and the industry as a whole. We write off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

As of December 31, 2008, we have approximately $150,000 in receivables outstanding due from the Federal Government that is greater than 90 days past due. We believe we will collect the full amount due and accordingly have not reserved any portion of the amount outstanding.

Cost of Goods Sold

Cost of goods sold includes the purchase price of products sold, which includes livestock ear tags, in connection with the US Verified Source and Age Verification programs. Salaries and related fringe benefits directly associated with development of the US Verified programs are allocated to cost of goods sold.

Cash and Cash Equivalents

All cash and short-term investments with original maturities of three months or less are considered cash and cash equivalents, since they are readily convertible to cash. Amounts in-transit from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature and are typically converted to cash within three days of the sales transaction. We place our cash with high quality financial institutions and at times may exceed the FDIC $100,000 insurance limit.

Inventory

Our inventory, which primarily consists of livestock identification ear tags maintained for overnight shipment, is valued using the lower of cost or market on a first in, first out basis. The inventory is used in connection with the US Verify program. Due to the nature of our inventory, a provision for obsolete or slow moving inventory was not deemed necessary as of December 31, 2008 and 2007.

Long Lived Assets

Long-lived assets include:

· Property and equipment - These assets are recorded at cost and are depreciated generally using the straight-line method over the estimated useful lives of the respective assets, which range from one to seven years.

· Intangible assets- Our intangibles assets resulted from the allocation of the estimated fair values of identifiable assets acquired in connection with the acquisition of Cattlefeeding.com, Inc. We amortize these assets on a straight line basis over their estimated useful lives.

· Goodwill - Goodwill represents excess of cost over fair value of net assets acquired in the acquisition of Cattelefeeding.com. Goodwill has an indefinite life and accordingly is not amortized.

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Notes to the Financial Statements

We review all of our long-lived assets, including goodwill and other intangible assets, for impairment at least annually or whenever impairment indicators are determined to be present. If an impairment exists, the amount of impairment is measured as the excess of the carrying amount of the asset over its fair value as determined utilizing the estimated discounted future cash flows, or some other fair value measure, or the expected proceeds, net of costs to sell, upon sale of the asset.

As previously discussed above, in connection with the asset sale to Vance on July 15, 2008, the assets sold in the transaction primarily represented all of the goodwill and intangible assets recorded on the balance sheet.

Research and Development, Software Development Costs, and Internal Use Software Development Costs

Research and development costs are charged to operations as incurred.

Software development costs are accounted for in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed.” Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists, this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii) whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized costs for those products that are cancelled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the specific products for which the costs relate.

Internal use software development costs are accounted for in accordance with AICPA Statement of Position No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,” which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality.

In accounting for website software development costs, we have adopted the provisions of EITF No. 00-2. EITF No. 00-2 provides that certain planning and training costs incurred in the development of website software be expensed as incurred, while application development stage costs are to be capitalized pursuant to SOP 98-1.

During the years ended December 31, 2008 and 2007, we have capitalized certain external and internal use software and website development costs totaling $63,521 and $24,401, respectively. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from one to three years. During 2008 and 2007, the amortization of capitalized costs totaled $12,765 and $2,602, respectively. Capitalized costs are included in property and equipment, net.

Advertising Expenses

Advertising costs are expensed as incurred. The total advertising expenses included in the Statement of Operations for the years ended December 31, 2008 and 2007 were $11,717 and $4,384, respectively.

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Notes to the Financial Statements

Fair Value of Financial Instruments

For certain of our financial instruments, including cash, accounts payable and accrued interest, the carrying amounts approximate fair value due to their short maturities. The amounts shown for notes payable also approximate fair value because current interest rates and terms offered to us for similar debt are substantially the same.

Note 3 - Property and Equipment

The major categories of property and equipment are as follows at December 31, 2008 and 2007:

	December 31,
	2008		2007

Automobiles	$	37,660	$	37,660
Furniture and office equipment	65,577		75,635
Software and tools	23,070		12,082
Website development and other enhancements	63,521		24,401
	$	189,828	$	149,778
Less accumulated depreciation	111,553		95,644
Notes payable and other long-term debt	$	78,275	$	54,134

Depreciation expense for the years ended December 31, 2008 and 2007 were $32,114 and $18,053, respectively.

Note 4 - Notes Payable

Notes payable consist of the following:

	December 31,
	2008		2007

Platte Valley Line of Credit	$	—	$	70,000
Cattlefeeding.com Note	—		350,000
Lapaesotes Note Payable	300,000		300,000
	$	300,000	$	720,000
Less current portion of notes payable and other long-term debt	—		420,000
Notes payable and other long-term debt	$	300,000	$	300,000

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Notes to the Financial Statements

Platte Valley Line of Credit

Concurrent with the closing of the asset sale on July 15, 2008 as previously discussed, $94,000 of the proceeds were used to settle our line of credit with Platte Valley Bank and release all security agreements. The line of credit was secured by the personal guarantees of our two founding shareholders and the accounts receivable of the company. Interest was payable monthly based on the prime rate with a floor and ceiling cap of 6.75% and 13.75%, respectively.

Cattlefeeding.com Note

In connection with the 2005 acquisition of the assets of Cattlefeeding.com, we issued a note payable to Cattlefeeding.com, Inc. in the amount of $350,000. Under the Note, interest in the amount of 5% of outstanding principal was payable on a monthly basis, with all outstanding principal and interest payable on June 12, 2008. In June 2008, the maturity of the note was extended until July 15, 2008. Concurrent with the closing of the asset sale on July 15, 2008 as previously discussed, $350,000 of the proceeds were used to pay the Cattlefeeding.com note payable in full.

Lapaseotes Note Payable

In September 2007, we obtained $300,000 in unsecured debt financing. The $300,000 note held by a major shareholder, bears an interest rate of 9% per annum, payable quarterly. The principal balance is due on September 12, 2011.

Note 5 - Income Taxes

Deferred tax assets and liabilities have been determined based upon the differences between the financial statement amounts and the tax bases of assets and liabilities as measured by enacted tax rates expected to be in effect when these differences are expected to reverse. In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our net operating loss carry forwards are the most significant component of our deferred income tax assets; however, the ultimate realization of our deferred income tax assets is dependent upon generation of future taxable income. We consider past history, the scheduled reversal of taxable temporary differences, projected future taxable income, and tax planning strategies in making this assessment. Although we achieved net income in 2008, we believe it is more likely than not that our net deferred tax asset will not be realized and accordingly we have recorded a valuation allowance against the deferred tax assets.

We will continue to assess the need for a valuation allowance that results from uncertainty regarding our ability to realize the benefits of our deferred tax assets. As we move closer towards achieving net income for multiple years, we will review qualitative and quantitative data, including events within our industry, the nature of our business, our future forecasts and historical trending. If we conclude that our prospects for the realization of our deferred tax assets are more likely than not, we will then reduce our valuation allowance as appropriate and credit income tax expense after considering the following factors:

· The levels of historical taxable income and projections for future taxable income over periods in which the deferred tax assets would be deductible, and

· Accumulation of net income before tax utilizing a look-back period of three years.

The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income during the carry-forward periods are reduced.

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Notes to the Financial Statements

On January 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). Previously, we accounted for tax contingencies in accordance with Statement of Financial Accounting Standards 5, Accounting for Contingencies. As Required by FIN 48, which clarifies SFAS No. 109, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, we applied FIN 48 to all tax positions for which the statute of limitations remained open. There was no net effect to the financial statements and none of the unrecognized tax benefits will impact our effective tax rate.

The income tax effects of temporary differences that give rise to significant portions of deferred tax assets as of December 31, 2008 and 2007 are as follows:

	December 31,
	2008			2007
Deferred tax assets:
Net operating loss carryforwards	$	1,012,337		$	1,290,105
Other	(124,942		)	2,800
Deferred tax assets	$	887,394		$	1,292,905
Less valuation allowance	(887,394		)	(1,292,905		)
Net deferred tax assets	$	—		$	—

As of December 31, 2008, our net operating loss carry forwards for U.S. federal income tax purposes were $2.9 million, and were subject to the following expiration schedule:

Net operating loss incurred:	Amount		Expiration dates:
December 31, 2005	981,966		December 31, 2025
December 31, 2006	1,544,906		December 31, 2026
December 31, 2007	365,518		December 31, 2027
December 31, 2008	—
Total tax carryforwards	$	2,892,390

Our unused net operating loss carry forwards may be applied against future taxable income. Utilization of net operating losses may be limited in the event of an ownership change under Section 382 of the Internal Revenue Code.

Note 6 — Stockholders’ Equity

Common Stock

We are authorized to issue up to 95 million shares of common stock, par value $0.001 per share. As of December 31, 2008 and 2007, there were 20,871,806 and 19,995,506 shares outstanding, respectively, net of 57,200 and 8,250,000 shares held in treasury, respectively.

In February 2007, we completed a private placement for our common stock and issued 555,556 shares at $0.45 per share resulting in proceeds of $250,000.

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Notes to the Financial Statements

In August 2007, we completed the sale of 666,667 shares of our common stock at $0.15 per share resulting in proceeds of $100,000.

During the third quarter of 2008, we completed a private placement with a board member and a major shareholder for our common stock. We issued 916,000 shares of our common stock at $0.14 per share, netting total consideration of $125,000.

Preferred Stock

We are authorized to issue up to 5 million shares of our preferred stock, par value $0.001 per share. There are currently no issued shares.

Stock Buyback Plan

On January 7, 2008, we announced our intention to buy back up to one million shares of our common stock from the open market over the first six months of 2008. Our Board of Directors extended the period of time in which we can buy back shares until June 30, 2009.

During 2008, we repurchased 57,200 shares at an average price of $0.28 per share. Total cash consideration for the repurchased shares was $16,124. The repurchased shares are recorded as part of treasury stock and are accounted for under the cost method.

Note 7 - Stock Option and Warrant Plans

2005 Stock Plan

The 2005 Stock Plan provides for the issuance of stock-based awards to employees, including executive officers, and consultants. The 2005 Stock Plan permits the granting of non-qualified stock options. Options granted under this plan generally become exercisable over a five-year period or less based on continued employment, vest pro-ratably over an annual basis and expire five years after the date of grant. On March 12, 2005 our Board of Directors granted 1,687,500 options at $0.61 to acquire common stock to certain employees and advisors. There are no more shares available for issuance under the 2005 Stock Plan.

2006 Equity Incentive Plan

The 2006 Equity Incentive Plan provides for the issuance of stock-based awards to employees, officers, directors and consultants. The 2006 Stock Plan permits the granting of stock awards and stock options. The vesting of stock-based awards is generally subject to meeting certain performance based objectives, the passage of time or a combination of both, and continued employment through the vesting period. The 2006 Equity Incentive Plan provides for the issuance of a maximum of 3,000,000 shares of our common stock of which 781,500 shares were still available for issuance as of December 31, 2008.

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Notes to the Financial Statements

Stock Options Granted to the Former Chief Financial Officer

In February 2006, pursuant to an employment agreement with our former Chief Financial Officer, we granted an aggregate of 1,650,000 options to purchase our common stock at exercise prices of $0.83 - $1.17. These options have a term of three years from the grant date and vest over a period beginning at the time of grant and ending in July 2007. There are no more shares available for issuance under this plan.

Stock Options Granted to the Company’s Founders

In February 2006, the founders of the Company were granted options to purchase 6,000,000 shares of common stock. The options vest at 1,500,000 per year over a period beginning January 1, 2007 to January 1, 2010 at exercise prices of $1.67 for the first three million and $2.67 for the remaining three million. The options expire January 1, 2011.

Warrants Granted

Historically warrants have been granted in various financing transactions, private placements and as part of consulting arrangements with independent contractors. Vesting of the warrants occurred immediately on the grant date. The warrants expire on various dates throughout 2009 and 2010.

Stock Option and Warrant Activity

Stock option and warrant activity during 2008 is summarized as follows:

							Weighted Avg.
			Weighted Avg.		Weighted Avg.		Remaining
	Number of		Exercise Price		Fair Value		Contractual Life	Aggregate
	Options/Warrants		per Share		per Share		(in years)	Intrinsic Value

Outstanding, December 31, 2007	10,580,310		$	1.57
Granted	1,758,500		$	0.24	$	0.04	2.66
Exercised	(17,500	)	$	0.17	$	0.04	3.68
Canceled	(1,772,500	)	$	0.58	$	0.03	0.18
Outstanding, December 31, 2008	10,548,810		$	1.51	$	0.03	1.78	$	120,768.00
Exercisable, December 31, 2008	6,632,060		$	1.17	$	0.03	1.55	$	57,741.53

The aggregate intrinsic value of stock options represents the total pre-tax intrinsic value (the aggregate difference between the closing stock price of our common stock on December 31, 2008 and the exercise price for in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on December 31, 2008.

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Notes to the Financial Statements

The following table summarizes information concerning outstanding and exercisable options as of December 31, 2008:

	Options and Warrants Outstanding				Options and Warrants Exercisable
		Average
		Remaining	Weighted Avg.			Weighted Avg.
	Number	Contractual Life	Exercise Price		Number	Exercise Price
	Outstanding	(in years)	per Share		Outstanding	per Share

Range of exercise prices per share:
$0.00 - $0.70	1,886,000	2.59	$	0.25	969,250	$	0.26
$0.71 - $0.94	1,912,810	0.92	$	0.83	1,912,810	$	0.83
$0.95 - $1.17	750,000	0.09	$	1.17	750,000	$	1.17
$1.18 - $3.00	6,000,000	2.00	$	2.17	3,000,000	$	1.67
Total	10,548,810	1.78	$	1.51	6,632,060	$	1.17

Note 8 - Stock-Based Compensation

Our stock-based compensation cost for the years ended December 31, 2008 and 2007 was $3,410 and $41,330 respectively and has been included in general and administrative expenses. No tax benefits were recognized for these costs due to our cumulative losses as well as a full valuation reserve on our deferred tax assets.

The fair value of stock options is estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	December 31,
	2008	2007

Expected life of options from date of grant	3.0 years	2.5 - 3.0 years
Risk free interest rate	2.5 - 2.9%	4.0 - 4.8%
Expected volatility	35.9%	35.9%
Assumed dividend yield	0.0%	0.0%

Dividend yield is based on our historical and anticipated policy of not paying cash dividends. Expected volatility is based on the “calculated value” method set forth in FAS 123R (based on historical volatilities of appropriate industry sector indices) because our stock did not have sufficient historic share price data available, as it was not publicly traded prior to November 15, 2006. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the options. The expected term of options represents the period of time that options granted are expected to be outstanding giving consideration to vesting schedules.

As of December 31, 2008, we have $27,812 of total unrecognized compensation cost related to non-vested awards granted under our option plans, which we expect to recognize over a weighted-average period of 0.35 years.

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Notes to the Financial Statements

Note 9 - Basic and Diluted Net Loss per Share

Basic income (loss) per share was computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

The following is a reconciliation of the share data used in the basic and diluted income (loss) per share computations:

	Year ended December 31,
	2008	2007
Basic:
Weighted average shares outstanding	20,624,153	19,512,401

Diluted:
Weighted average shares outstanding	20,624,153	19,512,401
Weighted average effects of dilutive securities	56,769	—
Total	20,680,922	19,512,401

Antidilutive securities:	10,396,310	10,580,310

Note 10 - Related Party Transactions

In 2008 and 2007, we recorded revenue of $2,051 and $1,589, respectively, from a related party (father of Leann Saunders, a founding shareholder).

In September 2007, we obtained $300,000 in unsecured debt financing. The $300,000 note is held by a major shareholder who is related to Pete Lapaseotes, a director. The note bears an interest rate of 9% per annum, payable quarterly. The principal balance is due on September 12, 2011.

Note 11 – Commitments, Contingencies and Concentrations of Risk

Operating Leases

In June 2006, we entered into a building lease for its new headquarters in Castle Rock, Colorado. The lease is for a period of five years and can be extended for an additional five years. In addition to the primary rent, the lease requires additional payments for operating costs and other common area maintenance costs.

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Notes to the Financial Statements

The annual primary lease payments are as follows:

Years Ending December 31,	Amount
2009	$	46,171
2010	47,326
2011	48,509
2012	24,554
Thereafter	—
Total lease commitments	$	166,560

We lease a copier machine which requires a base rent of $189.00 per month or $2,268 annually. The lease expires in September 2009.

Employment Agreements

In January 2006, we entered into an employment contract with John Saunders as our President and Chief Executive Officer for an annual salary of $90,000 subject to annual performance review adjustments. The agreement automatically renews annually unless a 60-day notice of non-renewal is provided by either the Company or the employee.

In January 2006, we entered into an employment contract with Leann Saunders as our Vice President of Quality Control for an annual salary of $90,000 subject to annual performance review adjustments. The agreement automatically renews annually unless a 60-day notice of non-renewal is provided by either the Company or the employee. In September 2008, Mrs. Saunders was promoted to the position of President. There was no adjustment to Mrs. Saunders annual salary at that time.

Legal proceedings

The Company is and may be involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of business. Although it is not possible to predict with certainty the outcome of these unresolved actions, we do not believe, based on current knowledge, that any legal proceeding or claim is likely to have a material effect on its financial position, results of operation or cash flows.

Concentrations of Risk

Livestock identification ear tags sold in connection with our verification offerings are purchased primarily from Allflex. However, there are numerous other companies which manufacture and market such ear tags.

Other

On June 3, 2008, Tyson Foods, Inc. filed a petition to cancel the trademark “Beef Born & Raised in the USA®”. On July 14, 2008, Born & Raised in the USA® filed a motion to dismiss the cancellation action. Both motions are pending before the United States Patent and Trademark Office.

Integrated Management Information, Inc. (IMI Global) is the exclusive worldwide marketing partner for the Born & Raised in the USA® labeling program, which includes unique and distinctive labeling for beef, pork, poultry, lamb, fish and game. As such, IMI Global is marketing the label and providing USDA compliance to retailers who must display on meat packaging a label identifying the country of origin (COOL) for meat products beginning in the fall of 2008.

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Notes to the Financial Statements

IMI Global supports Born & Raised in the USA® in its decision to defend its trademarked labeling, believing that the trademarks were legally issued and are fully enforceable. IMI Global continues to market the label and verification program and has expressed its desire to work closely with Tyson Foods on this program.

Note 12 – Employee Benefit Plan

On February 13, 2006, we established a 401(K) plan for the benefit of our employees. The Plan covers substantially all of our employees who have attained age 21. We may make a discretionary matching contribution in an amount that is determined by our Board of Directors. If a matching contribution is made, the amount cannot exceed the elective deferral contributions. For the years ended December 31, 2008 and 2007, we did not make a matching contribution.

Note 13 - Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations, (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, including goodwill, the liabilities assumed and any non-controlling interest in the acquiree. The Statement also establishes disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of adopting SFAS 141R will be dependent on the future business combinations that we may pursue after its effective date.

In December 2007, the SEC issued SAB 110 Share-Based Payment. SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, “Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of the expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. SAB 110 is effective January 1, 2008. We currently use the “simplified” method to estimate the expected term for share option grants as we do not have enough historical experience to provide a reasonable estimate. We will continue to use the “simplified” method until we have enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. We do not expect SAB 110 will have a material impact on our balance sheets, statements of operations and cash flows.

We adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, (SFAS 157) on January 1, 2008, which became effective for fiscal periods beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosure about fair value measurements. SFAS 157 applies whenever other statements require or permit assets or liabilities to be measured at fair value. The adoption of SFAS 157 did not have an impact on our financial statements.

We adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115 (SFAS No. 159) on January 1, 2008, which became effective for fiscal periods beginning after November 15, 2007. This standard permits entities to choose to measure many financial instruments and certain other items at fair value. While SFAS No. 159

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Integrated Management Information, Inc.

Notes to the Financial Statements

became effective for our 2008 fiscal year, we did not elect the fair value measurement option for any of our financial assets or liabilities.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). This statement changes the disclosure requirements for derivative instruments and hedging activities. SFAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective as of the beginning of our 2009 fiscal year. We are currently evaluating the potential impact, if any, of the adoption of SFAS 161 on our financial statements.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions that are used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets and requires enhanced related disclosures. FSP 142-3 must be applied prospectively to all intangible assets acquired as of and subsequent to fiscal years beginning after December 15, 2008. We are currently evaluating the impact that FSP 142-3 will have on our financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will be effective November 15, 2008. We currently adhere to the hierarchy of GAAP as presented in SFAS 162 and do not expect its adoption will have a material impact on its results of operations and financial condition.

We have considered all other recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our consolidated financial statements.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective at a reasonable assurance level based on his evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Our management evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2008.

Lack of Segregation of Duties

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

Attestaion Report of the registered Public Accounting Firm

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the

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Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended December 31, 2008, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers

Our directors are elected by the stockholders to a term of one (1) year and serve until his successor is elected and qualified. Our key executive officers are appointed by the Board of Directors to a term of one (1) year and serve until his successor is duly elected and qualified, or until he is removed from office.

The names and ages of our directors and executive officers and their positions are as follows:

Name	Age	Position Held
John Saunders	37	CEO and Chairman of the Board
Leann Saunders	38	President
Dannette Boyd	39	Chief Financial Officer
Pete Lapasotes	50	Director
Adam Larson	40	Director
Dr. Gary Smith	70	Director
Robert VanSchoick	58	Director

John Saunders founded our company in 1998 and has been the chief executive officer since founding. Previously, Mr. Saunders was a partner and consultant for Pathfinder Consulting Services, Inc. in Parker, Colorado. An expert in both technology and the livestock industry, Mr. Saunders is a graduate of Yale University.

Leann Saunders joined IMI in 2003. In September 2008, Mrs. Saunders was promoted to President. Mrs. Saunders is responsible for overseeing key customer relationships along with management of product development and delivery of USVerified solutions. Prior to 2003, Mrs. Saunders worked for PM Beef Holdings, an integrated beef company, and developed a supply system for PM’s Ranch to Retail product line and managed PM’s USDA Process Verified program. She then served as the company’s Vice President of Marketing and Communications. Prior to joining PM in 1996, Mrs. Saunders worked for McDonald’s Corporation as a Purchasing Specialist, and Hudson Foods Corporation. Mrs. Saunders graduated with a BS in Agriculture Business and an MS in Beef Industry Leadership from Colorado State University.

Dannette Boyd was engaged as a consultant beginning in November 2007 and accepted responsibilities as the Chief Financial Officer in early 2008. From 2004 to 2007, Ms. Boyd was the Controller for Einstein Noah Restaurant Group. From 2001 to 2003, she served as the Assistant Controller for Vari-L Company. Ms. Boyd’s previous experience includes financial management positions with KPMG Peat Marwick, DF&R Restaurant Company, and CSI/CDC Company. Ms. Boyd is a CPA with more than 15 years of professional experience. She received a BBA degree in Accounting from the University of Texas at Arlington.

Pete Lapaseotes co-manages the Lapaseotes family farm and feeding operations in Bridgeport, Nebraska. The business includes a cow calf operation, a grass cattle operation and a finish feed yard. Mr. Lapaseotes is also a partner in five John Deere dealerships and 11 The Mercantile Farm, Ranch & Home retail stores. He is a member of the board of directors of Valley Bank and Trust.

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Adam Larson has been involved in the cattle feeding and ranching business since 1991. During that period, he has been a member and manager of eight family organizations involved in cattle ranching and cattle feeding and is primarily involved in cattle financing. Mr. Larson is a graduate of the University of Colorado.

Dr. Gary Smith is a professor in the Department of Animal Science at Colorado State University, a position he has held since 1990. Dr. Smith received his PhD in Meat Science and Muscle Biology from Texas A&M University. Dr. Smith has also taught at Washington State University, Texas A&M University and FSIS-USDA National Meat Inspection Training Center. Dr. Smith is a member of multiple professional associations and societies and has received numerous academic awards.

Robert Van Schoick II is president of Med-Pharmex Animal Health. His previous experience includes 28 years in sales and marketing with pharmaceutical giant Merck & Co., where he served for nine years with Merial, Merck’s world leading animal health joint venture. He holds BA and MA degrees from Austin College and a BS in Animal Science from Texas A&M.

Family Relationships

John Saunders and Leann Saunders are husband and wife.

Board Structure

The board of directors held two meetings during calendar year 2008. We currently have no nominating, executive, compensation committee or other board committee performing equivalent functions. Currently, all members of our board of directors participate in discussions concerning executive officer compensation. Our independent outside directors’ function as the Audit Committee and Adam Larson acts as a financial expert.

Director Compensation

We presently compensate all directors by paying them $500 per meeting attending in person and $200 per telephonic meeting in excess of fifteen minutes. The same compensation applies for any committee meetings attended. In addition, directors are reimbursed for all company travel related expenses. Equity awards were not granted to members of our board of directors during the fiscal year ended December 31, 2008.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our reporting directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company with the Securities and Exchange Commission. Officers, directors and stockholders holding more than 10% of the class of stock are required to furnish us with copies of all Section 16(a) forms they file with the Commission.

To our knowledge, based solely on review of the copies of such reports furnished to us and written representations, we believe that during the fiscal year ended December 31, 2008 all applicable filing requirements were complied with by our executive officers and directors.

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Code of Conduct

Our board of directors has adopted a code of conduct, which is posted on our website at http://imiglobal.com. Our Code of Conduct applies to all employees, including our Chief Executive Officer, Chief Financial Officer and Controller. The Code of Conduct sets forth specific policies to guide the designated officers in their duties. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of this Code of Ethics by posting such information on our website, at the address and location specified above.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for the last two completed fiscal years ended December 31, 2008 and 2007, the cash compensation paid by the Company, as well as certain other compensation paid with respect to those years and months, to the Chief Executive Officer and to each of the three other executive officers of the Company in all capacities in which they served:

	Annual Compensation
Name and Position	Year	Salary ($)	Bonus ($)	Other ($)
John Saunders	2008	90,000	—	—
CEO	2007	90,000	—	—

Leann Saunders	2008	91,250	—	—
President	2007	91,250	—	—

Dannette Boyd (1)	2008	65,000	—	—
Chief Financial Officer	2007	—	—	—

Rob Streight (2)	2008	123,500	—	—
Chief Operating Officer	2007	150,000	—	—

(1) Ms. Boyd began consulting for the Company in December 2007 and accepted the responsibilities as the Chief Financial Officer in early 2008. Ms. Boyd was granted stock options to purchase 50,000 shares of our common stock at an exercise price of $0.24 per share.

(2) Mr. Streight began his employment with the Company on January 1, 2007. In connection with his employment agreement, we granted 300,000 stock options at an exercise price of $0.83 per share. During 2008, Mr. Streight was granted additional stock options to purchase 5,000 and 300,000 shares of common stock at an exercise price of $0.10 and $0.24 per share, respectively. In September 2008, Mr. Streight began working on an as-needed basis and subsequently provided notice of his intention not to renew his employment agreement. His last day of employment was December 31, 2008. Currently, there are no plans to re-fill his position.

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Employment Contracts

Option Grants in the Last Fiscal Year

The following table sets forth the total number of options granted to our named executive officers as of December 31, 2008:

Name Executive Officer	Grant Date	Securities underlying Stock Options (#)	Percentage of Total Options Granted in 2008		Exercise Price		Expiration Date of Options
Dannette Boyd	7/7/2008	50,000	2.84	%	$	0.24	7/7/2011
Rob Streight	2/28/2008	5,000	0.28	%	$	0.10	2/28/2013
Rob Streight	7/7/2008	300,000	17.06	%	$	0.24	7/7/2011

Aggregated Option Exercises in the Last Fiscal Year and Year End Option Values

The following table sets forth the total number of securities underlying unexercised options held by our named executive officers as of December 31, 2008:

	Number of Outstanding Options		Value of Outstanding in-the- Money Options
Name Executive Officer	Exercisable (#)	Unexercisable (#)	Exercisable ($)		Unexercisable ($)
John Saunders	1,500,000	1,500,000	$	—	$	—
Leann Saunders	1,500,000	1,500,000	$	—	$	—
Dannette Boyd	25,000	25,000	$	1,500	$	1,500
Rob Streight	450,000	155,000	$	9,000	$	10,000

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The following table sets forth as of March 15, 2009 the record and beneficial ownership of Common Stock held by (i) each person who is known to the Company to be the beneficial owner of more than 5% of the Common Stock of the Company; (ii) each current director; (iii) each “named executive officer” (as defined in Regulation S-B, Item 402 under the Securities Act of 1933); and (iv) all executive officers and directors of the Company as a group. Securities reported as “beneficially owned” include those for which the named persons may exercise voting power or investment power, alone or with others. Voting power and investment power are not shared with others unless so stated. The number and percent of shares of Common Stock of the Company beneficially owned by each such person as of March 15, 2009 includes the number of shares, which such person has the right to acquire within sixty (60) days after such date.

Name and Address	Number of Shares		Percentage Ownership
Michael D. Smith
3310 I-40 West, Suite 100, Amarillo, TX 79102	1,268,890	(1)	4.0	%
John and Leann Saunders	12,477,143	(2), (3), (4)	39.7	%
Pete Lapasotes	10,000	(2), (5)	*
Adam Larson	70,000	(2), (5)	*
Dr. Gary Smith	60,000	(2), (5)	*
Robert VanSchoick	10,000	(2), (5)	*
Rob Streight	522,500	(2), (6)	1.7	%
Dannette Boyd	33,334	(2), (7)	*
All officers and directors as a group (7 persons)	13,182,977		42.0	%

* Less than 1% beneficial ownership

(1) This table is based upon information obtained from our stock records. Unless otherwise indicated in the footnotes to the above table and subject to community property laws where applicable, we believe that each stockholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

(2) The address for all persons is 221 Wilcox, Suite A, Castle Rock, CO 80104

(3) John and Leann Saunders are husband and wife and own the shares as joint tenants.

(4) Includes options to purchase 4,500,000 shares of common stock which are currently exercisable or will become exercisable within 60 days.

(5) Includes options to purchase 10,000 shares of common stock which are currently exercisable or will become exercisable within 60 days.

(6) Includes options to purchase 502,500 shares of common stock which are currently exercisable or will become exercisable within 60 days.

(7) Includes options to purchase 33,334 shares of common stock which are currently exercisable or will become exercisable within 60 days.

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Change of Control

There are currently no arrangements that would result in a change of control of the company.

Equity Compensation Plan Information

The following table sets forth securities authorized for issuance under our equity compensation plans as of December 31, 2008:

Plan Category	No. of securities to be issued upon exercise of outstanding options and warrants	Weighted average exercise price of outstanding options and warrants		No. of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by security holders:
2005 Stock Plan	1,462,500	$	0.61	—
2006 Equity Incentive Plan	3,000,000	$	0.63	781,500
Former CFO Stock Option Grant	1,650,000	$	0.99	—
Equity compensation plans not approved by security holders:
Options held by John and Leann Saunders	6,000,000	$	2.17	—
Warrants issued to consultants	922,810	$	0.76	—
Total	13,035,310			781,500

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

John Saunders, our CEO and Chairman of the Board, is married to Leann Saunders, our President.

In 2008 and 2007, the Company recorded revenue of $2,051 and $1,589, respectively, from a related party (father of Leann Saunders, a founding shareholder).

Messrs. Lapasoetes, Larson, Smith and Van Schoick are considered independent directors. The sole director who is not independent is Mr. John Saunders, who is also the CEO and Chairman of the Board of the Company. Since we have not designated an audit committee, the independent directors constitute the audit committee.

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ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Fees Paid to Independent Public Accountants

The following table presents fees for professional audit services rendered by E. Randall Gruber, CPA PC for the audit of the Company’s annual financial statements for the years ended December 31, 2007 and December 31, 2006 and fees billed for other services rendered by E. Randall Gruber, CPA PC during those periods.

	2008		2007
Audit fees (1)	$	26,500	$	26,500
Audit related fees (2)	—		—
Tax fees	—		—
	$	26,500	$	26,500

(1) Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Gruber & Company, LLC in connection with statutory and regulatory filings or engagements.

(2) Audit-Related Fees consist of fees billed for assurance and other services not explicitly related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” This category includes fees related to the Company’s registration statements, review of proxy statements and accounting research.

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number	Document Name
2.1	Cattlefeeding.com, Inc. Asset Purchase Agreement (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

3.1	Articles of Incorporation (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

3.2	By-laws of the Registrant (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

4.1	Form of the Registrant’s Common Stock Certificate (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

4.2	2005 Stock Option Plan (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

4.3	2006 Equity Incentive Plan (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

10.1	Lease dated July 15, 2005 for offices in Platte City, Missouri (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

10.2	Employment Agreement dated January 1, 2006 between the Registrant and John K. Saunders (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

10.3	Employment Agreement dated January 1, 2006 between the Registrant and Leann Saunders (1)	Incorporated by reference from Registrant’s Registration Statement on Form SB-2

10.4	Employment Agreement between the Registrant and Rob Streight (2)	Incorporated by reference from Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2006

10.5	Sale of assets of CattleNetwork, CattleStore and AgNetwork businesses to Vance Publishing Corporation	Filed herewith

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 31, 2009	Integrated Management Information, Inc.
	By:	/s/ John K. Saunders
		Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ John K. Saunders	Chairman, President and CEO	March 31, 2009
John K. Saunders

/s/ Pete Lapasotes	Director	March 31, 2009
Pete Lapasotes

/s/ Adam Larson	Director	March 31, 2009
Adam Larson

/s/ Dr. Gary Smith	Director	March 31, 2009
Dr. Gary Smith

/s/ Robert VanSchoick	Director	March 31, 2009
Robert VanSchoick