WINDGEN ENERGY, INC. - Quarter Report: 2009 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-Q
þ |
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended September 30,
2009
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from __________ to
__________
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INMEDICA DEVELOPMENT CORPORATION
(Exact name of registrant
as specified in its charter)
Utah
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87-0397815
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(State
or other jurisdiction of
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(IRS Employer Identification
No.)
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incorporation
or organization)
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3104
E. Camelback Road, Suite 242
Phoenix,
Arizona 85016
(Address of principal
executive offices)
(480)
991-9500
(Registrant’s telephone
number, including area code)
Indicate by check mark
whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Small reporting company þ |
Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act). Yes o No þ
As of
November 10, 2009, 28,551,160 shares of the issuer’s common stock were
outstanding.
INMEDICA
DEVELOPMENT CORPORATION
Table
of Contents
Page | ||
Forward-Looking Statements | 3 | |
PART I. FINANCIAL INFORMATION | ||
Item
1.
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Financial
Statements
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4 |
Consolidated Balance
Sheets as of September 30, 2009 and December 31,
2008
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4
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Consolidated
Statements of Income for the Three Months and Nine Months ended September
30, 2009 and 2008
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5
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Consolidated
Statements of Cash Flows for the Nine Months ended September 30, 2009
and 2008
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6
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Notes to
the Consolidated Financial Statements
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7
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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10
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Item
3.
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Quantitative and
Qualitative Disclosures About Market Risk
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13
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Item
4T.
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Controls
and Procedures
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13
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PART II. OTHER INFORMATION | ||
Item
1.
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Legal
Proceedings
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14
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Item
1A.
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Risk
Factors
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14
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Item
2.
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Unregistered Sales
of Equity Securities and Use of Proceeds
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14
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Item
3.
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Defaults
Upon Senior Securities
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14
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Item
4.
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Submission of
Matters to a Vote of Security Holders
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14
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Item
5.
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Other
Information
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14
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Item
6.
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Exhibits
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15
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Signatures |
16
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2
INMEDICA
DEVELOPMENT CORPORATION
FORWARD-LOOKING
STATEMENTS
This Quarterly Report on
Form 10-Q (“Quarterly Report”) contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and should
be read in conjunction with the Financial Statements of InMedica Development
Corporation (the “Company” or “InMedica”). Such statements are not
historical facts and reflect our current views regarding matters such as
operations and financial performance. In general, forward-looking statements are
identified by such words or phrases as “expects,” “anticipates,” “believes,”
“could,” “approximates,” “estimates,” “may,” “intends,” “predicts,” “projects,”
“plans,” or “will,” or the negative of those words or other terminology. These
statements are not guarantees of future performance and involve certain
known and unknown inherent risks, uncertainties and other factors that are
difficult to predict; our actual results could differ materially from those
expressed in these forward-looking statements, including those risks and other
factors described elsewhere in this Quarter Report. The cautionary
factors, risks and other factors presented should not be construed as
exhaustive. Other risks not presently known to us, or that we
currently believe are immaterial, could also adversely affect our business,
financial condition or results of operations.
Each forward-looking
statement should be read in context with, and with an understanding of, the
various disclosures concerning our business made elsewhere in this Quarterly
Report, as well as other public reports filed by us with the United States
Securities and Exchange Commission. Readers should not place undue reliance on
any forward-looking statement as a prediction of actual results of developments.
Except as required by applicable law or regulation, we undertake no obligation
to update or revise any forward-looking statement contained in this Quarterly
Report.
3
PART I. |
FINANCIAL INFORMATION
|
Item 1. |
Financial Statements
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INMEDICA
DEVELOPMENT CORPORATION AND
SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
At September
30, 2009
September
30,
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December
31,
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|||||||
2009
|
2008
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|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
Current
Assets
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||||||||
Cash
and Cash Equivalents
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6,069 | 1,794 | ||||||
Prepaid
Expenses and Other
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200 | 1,100 | ||||||
Total
Current Assets
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6,269 | 2,894 | ||||||
Fixed
Assets
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||||||||
Equipment and
Furniture, at Cost, Less Accumulated Less
Accumulated Depreciation of $255,221 and
$255,221, respectively
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– | – | ||||||
TOTAL
ASSETS
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6,269 | 2,894 | ||||||
LIABILITIES
AND STOCKHOLDER'S EQUITY
|
||||||||
Current
Liabilities
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||||||||
Related
Party Consulting Fee's Payable
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22,500 | – | ||||||
Accounts
Payable
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26,451 | 6,665 | ||||||
Accrued
Interest
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40,903 | 34,351 | ||||||
Related
Party Royalty Payable
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143,333 | 113,333 | ||||||
Related
Party Note Payable
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170,555 | 187,385 | ||||||
Note
Payable
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34,657 | 21,509 | ||||||
Preferred
Stock Dividends Payable
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62,418 | 56,743 | ||||||
Current
Portion of Long-Term Debt
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160,000 | 160,000 | ||||||
Total
Current Liabilities
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660,817 | 579,986 | ||||||
Long-Term
Convertible Promissory Note
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72,633 | 72,633 | ||||||
TOTAL
LIABILITIES
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733,450 | 652,619 | ||||||
MINORITY
INTEREST
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(309,365 | ) | (291,211 | ) | ||||
STOCKHOLDERS'
EQUITY (DEFICIT)
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||||||||
Preferred
Stock, 10,000,000 shares authorized; Series A Cumulative convertible
preferred stock, 8% cumulative, $4.50 par value, 1,000,000
shares designated, 21,016 shares outstanding (aggregate
liquidatio preference of $151,316)
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94,573 | 94,573 | ||||||
Common
Stock, $.001 par value: 40,000,000 shares authorized, 28,551,160
and 18,629,493 shares outstanding, respectively
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28,551 | 18,629 | ||||||
Addional
Paid-In Capital
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8,635,739 | 8,571,249 | ||||||
Accumulated
Deficit
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(9,176,679 | ) | (9,042,965 | ) | ||||
TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)
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(417,816 | ) | (358,514 | ) | ||||
TOTAL
LIABILITIES AND EQUITY
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6,269 | 2,894 |
The accompanying notes are
an integral part of these financial statements.
4
INMEDICA DEVELOPMENT CORPORATION AND
SUBSIDIARY
CONSOLIDATED STATEMENTS OF
OPERATIONS
For
the Three Months Ended
September
30,
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For
the Nine Months Ended
September
30,
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|||||||||||||||
2009
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2008
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2009
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2008
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(Unaudited)
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(Unaudited)
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|||||||||||||||
ROYALTY
REVENUES
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$ | – | $ | – | $ | – | $ | – | ||||||||
OPERATING
EXPENSES
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General
and Administrative
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71,204 | 42,040 | 137,911 | 153,343 | ||||||||||||
Research
and Development
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– | – | – | – | ||||||||||||
Total
Operating Expense
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71,204 | 42,040 | 137,911 | 153,343 | ||||||||||||
INCOME
(LOSS) FROM OPERATIONS
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(71,204 | ) | (42,040 | ) | (137,911 | ) | (153,343 | ) | ||||||||
OTHER
INCOME (EXPENSE)
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||||||||||||||||
Interest
Expense
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(2,817 | ) | (4,647 | ) | (8,283 | ) | (13,161 | ) | ||||||||
Total
Other Income (Expense), Net
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(2,817 | ) | (4,647 | ) | (8,283 | ) | (13,161 | ) | ||||||||
INCOME
(LOSS) BEFORE MINORITY INTEREST
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(74,021 | ) | (46,687 | ) | (146,194 | ) | (166,504 | ) | ||||||||
MINORITY
INTEREST
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6,401 | 23,857 | 18,154 | 74,891 | ||||||||||||
NET
INCOME (LOSS)
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(67,620 | ) | (22,830 | ) | (128,040 | ) | (91,613 | ) | ||||||||
PREFERRED
STOCK DIVIDENDS
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(1,891 | ) | (1,891 | ) | (5,674 | ) | (5,674 | ) | ||||||||
NET
INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS
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$ | (69,511 | ) | $ | (24,721 | ) | $ | (133,714 | ) | $ | (97,287 | ) | ||||
NET
INCOME (LOSS) PER COMMON SHARE (BASIC AND DILUTED)
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
WEIGHTED
AVERAGE NUMBER OF
COMMON
SHARES OUTSTANDING
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||||||||||||||||
BASIC
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24,265,327 | 18,629,493 | 20,622,703 | 18,629,493 | ||||||||||||
DILUTED
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29,375,184 | 18,661,017 | 25,732,560 | 18,661,017 |
The accompanying notes are an integral part of these financial statements.
5
INMEDICA DEVELOPMENT CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For
the Nine Months Ended
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||||||||
September
30,
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||||||||
2009
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2008
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|||||||
(Unaudited)
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||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
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||||||||
Net
Loss
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$ | (128,040 | ) | $ | (91,613 | ) | ||
Adjustments
to reconcile Net loss
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||||||||
to
net cash used in operating activities:
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||||||||
Depreciation
and amortization
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– | 274 | ||||||
Minority
interest in losses
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(18,154 | ) | (74,891 | ) | ||||
Consulting
fee payable to related party
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22,500 | 18,000 | ||||||
Prepaid
Rent
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900 | – | ||||||
Accounts
Payable
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19,786 | 19,878 | ||||||
Accrued
Interest payable
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6,552 | 13,161 | ||||||
Accrued
payroll and related taxes
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– | 36,000 | ||||||
Royalty
payable to Related party
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30,000 | 30,000 | ||||||
Net
cash used in Operating Activities
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(66,456 | ) | (49,191 | ) | ||||
CASH
FLOWS FROM INESTING ACTIVITIES:
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||||||||
Net
cash provided by Investing Activities
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– | – | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
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||||||||
Proceeds
from sale of stock
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74,413 | – | ||||||
Proceeds
from notes payable
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13,148 | 32,017 | ||||||
Proceeds
from related party loan
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– | 18,000 | ||||||
Payments
on notes related party loan
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(16,830 | ) | – | |||||
Net
cash provided by Financing Activities
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70,731 | 50,017 | ||||||
NET
INCREASE (DECREASE) IN CASH
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4,275 | 826 | ||||||
CASH
AT BEGINNING OF PERIOD
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1,794 | 2,706 | ||||||
CASH
AT END OF PERIOD
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6,069 | 3,532 |
The accompanying notes are
an integral part of these financial statements.
6
INMEDICA DEVELOPMENT CORPORATION
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 – BASIS OF PRESENTATION
The
accompanying unaudited consolidated financial statements of InMedica Development
Corporation and its subsidiary (collectively the “Company”) have been prepared
on a going concern basis which contemplates the realization of assets and
satisfaction of liabilities that might be necessary should the Company be unable
to continue as a going concern. The Company generated a net loss of
($133,714) and ($97,287) for the nine-month periods ended September 30, 2009 and
2008, respectively, and negative cash flows from operations of ($66,456) and
($49,191) for the nine-month periods ended September 30, 2009 and 2008,
respectively. As of September 30, 2009, the Company had an
accumulated deficit of ($9,176,679). At September 30, 2009, the Company
had a stockholders’ deficit of ($417,816). These conditions raise
substantial doubt as to the Company’s ability to continue as a going
concern. The Company’s continued existence is dependent upon its
ability to execute its operating plan and to obtain additional debt or equity
financing. There can be no assurance that the necessary debt or
equity financing will be available, or will be available on terms acceptable to
the Company.
The
accompanying consolidated financial statements of the Company are unaudited.
However, in management’s opinion, all adjustments, consisting only of normal
recurring adjustments necessary for fair presentation of results for the interim
periods shown, have been made. Results for interim periods are not necessarily
indicative of those to be expected for the full year. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes to consolidated financial statements
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2008.
NOTE 2 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Principles of
Consolidation
The
consolidated financial statements include the accounts of InMedica, and its
majority owned subsidiary, MicroCor, Inc. ("MicroCor"). All
material inter-company accounts and transactions have been
eliminated.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
7
INMEDICA DEVELOPMENT CORPORATION
Notes to Consolidated Financial Statements (Unaudited)
NOTE 2 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Patents
The
Company has three patents covering various aspects of its hematocrit technology,
which expire from 2010 to 2013.
Research and
Development
Research
and development costs are expensed as incurred.
Net Loss Per Common
Share
Basic net
loss per common share is computed by dividing net loss by the weighted average
number of common shares outstanding during the year. Diluted net loss
per common share (“Diluted EPS”) reflects the potential dilution that could
occur if stock options or other common stock equivalents were exercised or
converted into common stock. At September 30, 2009 and December 31,
2008, respectively, there were 5,109,857 and 20,031,524 potentially dilutive
common stock equivalents. The computation of Diluted EPS does not
assume exercise or conversion of securities that would have an anti-dilutive
effect on net loss per common share.
NOTE 3 – PREFERRED STOCK
The
Company is authorized to issue 10,000,000 shares of preferred
stock. The Company’s Board of Directors designated 1,000,000 shares
of this preferred stock as Series A Cumulative Convertible Preferred Stock
(“Series A Preferred”) with a par value of $4.50 per share. Holders
of the Series A Preferred receive annual cumulative dividends of 8%, payable
quarterly, which dividends are required to be fully paid or set aside before any
other dividend on any class or series of stock of the Company is
paid. As of September 30, 2009, cumulative preferred stock
dividends are due and payable in the amount of $62,418. Holders
of the Series A Preferred receive no voting rights but do receive a liquidation
preference of $4.50 per share, plus accrued and unpaid
dividends. Series A Preferred stockholders have the right to convert
each share of Series A Preferred into the Company’s common stock at a rate of
1.5 common shares to 1 preferred share.
8
INMEDICA DEVELOPMENT CORPORATION
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 – PREFERRED STOCK (Continued)
On
January 30, 2009, the Company entered into an agreement with MicroCor, its
subsidiary (the “MicroCor Agreement”). The MicroCor Agreement
provides for the Company to create a Series B class of preferred stock, without
dividend or voting rights (the “Series B Preferred”), which will receive 100% of
any future benefit from the sale, spin-off, merger or liquidation of MicroCor or
the commercialization of its hematocrit technology. The shares of the
Series B Preferred will be distributed as a dividend, subject to compliance with
federal and state securities laws and regulations, to the Company’s common
stockholders, as of January 30, 2009. The creation of the Series B
Preferred will prevent any holder of the Company’s common stock after January
30, 2009 from sharing in any future benefit of or to MicroCor through the
expiration date of January 30, 2011. The Series B Preferred Stock will not
be issued to the common shareholders of record at January 30, 2009 until the
future benefit, if any, of the hematocrit technology is available to be
distributed to the Series B Preferred Stock shareholders.
NOTE 4 – EARNINGS PER SHARE
The
following data show the amounts used in computing earnings per share and the
effect on income and the weighted average number of shares of dilutive potential
common stock:
For the Quarters Ended
|
||||||||
September 30,
|
||||||||
2009
|
2008
|
|||||||
Net
Income (Loss)
|
$ | (67,620 | ) | $ | (22,830 | ) | ||
Less:
preferred dividends
|
(1,891 | ) | (1,891 | ) | ||||
Income
(Loss) available to common stockholders used in basic EPS
|
$ | (69,511 | ) | $ | (24,721 | ) | ||
Convertible
preferred stock
|
1,891 | 1,891 | ||||||
Convertible notes
payable
|
– | – | ||||||
Income
(Loss) available to common stockholders after assumed
|
||||||||
conversion
of dilutive securities
|
$ | (67,620 | ) | $ | (22,830 | ) | ||
Weighted
average number of common shares used in basic EPS
|
24,265,327 | 18,629,493 | ||||||
Effect of
dilutive securities:
|
||||||||
Convertible
preferred stock
|
31,524 | 31,524 | ||||||
Convertible
notes payable
|
– | – | ||||||
Options
|
5,078,333 | – | ||||||
Weighted
average number of common shares and dilutive potential
|
||||||||
common
stock used in diluted EPS
|
29,375,184 | 18,661,017 |
9
INMEDICA DEVELOPMENT CORPORATION
Item 2. |
Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
|
Overview
The following is a
discussion of the financial condition of the Company as of September 30, 2009
and December 31, 2008, and results of operations of the Company as of and for
the periods ended September 30, 2009 and 2008. This discussion should
be read in conjunction with the Financial Statements of the Company and the
related notes included in the Company’s Annual Report on Form 10-K for fiscal
year ended December 31, 2008.
General
InMedica Development
Corporation (“InMedica” or the “Company”) was incorporated as a Utah corporation
on June 16, 1983. In 1985, the Company acquired MicroCor, Inc., a Utah
corporation (“MicroCor”), engaged in the development of certain medical
technology products. During 2008, MicroCor, a 57% owned subsidiary of the
Company, continued to engage in research and development on MicroCor’s
hematocrit technology (a method for measuring hematocrit non-invasively without
drawing blood) pursuant to the Joint Development Agreement (the “Agreement”)
with Wescor, Inc. (“Wescor”). Wescor assumed day-to-day management of MicroCor
as of September 7, 2004; however, Wescor breached the Agreement in 2008 by
ceasing to fund additional research, and the day-to-day management was
transferred to three of MicroCor’s directors: Larry Clark, Ralph Henson and
Richard Bruggeman. The Company intends to attempt to formally terminate
the Agreement with Wescor in the near future.
LI Agreement and SNG Agreement
On December 8, 2008, the
Company entered into a stock purchase option agreement with Law Investments CR,
S.A., a Costa Rica corporation (“LI”). The agreement with LI is hereinafter
referred to as (the “LI Agreement”). Pursuant to the terms of the LI Agreement,
the Company granted to LI a one-year option to purchase up to 15,000,000
restricted shares of the Company’s common stock at a purchase price of $0.0075
per share (the “LI Option”). The LI Agreement is transferable by LI. The LI
Agreement provides that the first $75,000 received from the purchase of
Company’s common stock pursuant to the LI Agreement shall be distributed to
Company’s wholly-owned subsidiary, ValuMobile, as a contribution to capital. The
LI Agreement further provides that LI and any of its affiliates shall not
collectively acquire more than 88% of the outstanding common stock of the
Company until such time as the Company or ValuMobile has been funded with at
least $1,500,000. The LI Option expires on December 31, 2009. Ronald
Conquest, the Chairman of the Board and Chief Executive Officer of the
Company, is a director and President of LI.
10
INMEDICA DEVELOPMENT CORPORATION
On December 8, 2008, the
Company entered into a stock purchase option agreement with SNG Consulting, LLC,
an Arizona limited liability company (“SNG”). The agreement with SNG is
hereinafter referred to as (the “SNG Agreement”). Pursuant to the terms of the
SNG Agreement, the Company granted to SNG a one-year option to purchase up to
5,000,000 restricted shares of Company’s common stock at a purchase price of
$0.01 per share (the “SNG Option”). As consideration for the SNG Agreement, SNG
transferred to the Company 100% ownership of ValuMobile, LLC, a Nevada limited
liability company (“ValuMobile”). ValuMobile was newly formed at the time the
SNG Agreement was entered into by the Company. The SNG Option would expire on
December 31, 2009. The sole member of SNG is Ashley Conquest, the daughter of
Ronald Conquest. Mr. Conquest is the Chairman of the Board and Chief Executive
Officer of the Company. Ashley Conquest and Ronald Conquest served as the
co-managers of ValuMobile.
Effective April 10, 2009,
the Company and SNG agreed to rescind and cancel the transaction in which the
SNG Option was granted, with no shares being issued under such
option. The Company assigned its 100% interest in ValuMobile to SNG
effective as of April 10, 2009. Pursusant to the terms of the cancellation
of the SNG Option and the assignment of ValuMobile to SNG, funds received from
the first $75,000 received from the purchase of Company’s common stock pursuant
to the LI Agreement shall be used for the Company’s general
corporate purposes.
Agreement with MicroCor, Inc.
On January 30,
2009, the Company entered into an agreement with MicroCor
and LI (the “MicroCor Agreement”). The MicroCor Agreement
provides for the Company to create a class of preferred stock, without dividend
or voting rights, which will receive 100% of any future benefit from the sale,
spin off, merger or liquidation of MicroCor or the commercialization of its
hematocrit technology (the “Series B Preferred Stock”). The shares of
the Series B Preferred Stock will be distributed as a dividend, subject to
compliance with federal and state securities laws and regulations, to the
Company’s common stockholders, as of the record date of January 30,
2009. The Series B Preferred Stock will not be issued to the common
shareholders of record at January 30, 2009 until the future benefit, if any, of
the hematocrit technology is available to be distributed to the Series B
Preferred Stock shareholders.
The MicroCor Agreement
also provides that the MicroCor Board of Directors shall have sole discretion to
reach agreements and settlements with creditors and shareholders of MicroCor,
including the Company, without the consent of the Company’s Board of Directors
as then constituted. These settlements and agreements may be in the
best interest of MicroCor and the holders of the Series B Preferred Stock, and
not necessarily the Company. The term of the MicroCor Agreement and
the Series B Preferred Stock is the later of: (i) two years
commencing on January 30, 2009; (ii) the resolution of the MicroCor Board to
abandon further development of the hematocrit technology; or (iii) the spin off,
merger or liquidation of MicroCor or its hematocrit technology.
The creation of the Series
B Preferred Stock, as discussed above, will modify the rights of those who
become holders of the Company’s common stock after January 30, 2009. All
financial benefits from MicroCor’s hematocrit technology, if any, will be
distributed to the holders of the Series B Preferred Stock after payment of all
MicroCor’s debts and no MicroCor assets will be distributed to the Company’s
common stockholders.
11
INMEDICA DEVELOPMENT CORPORATION
Wind Sail Receptor, Inc.
License
On April 17, 2009, the
Company entered into a license agreement (the “License”) with Wind Sail
Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which the Company
was granted the exclusive license to sell WSR’s wind sail receptor wind
generation systems using blades of 15 feet in length or less in the United
States, Canada and the United Kingdom. Under the License, the Company
must acquire 100 blades from WSR during the year after WSR is able to
manufacture the receptors. WSR is hopeful of commencing manufacture
of the blades in 2009. The Company will market WSR’s wind receptor blades
through its new division called WindGen Energy. The Company is currently
negotiating with WSR to add additional exclusive territory to the License and,
in addition, amending the License to allow the Company to manufacture and/or
assemble the WSR wind generation systems.
Chi
Lin Agreement
On September
10, 2009, Chi Lin Technologies Co., Ltd. (“Chi
Lin”),
an entity of the Republic of China, granted an option through January 8,
2010 to Synergistic Equities Ltd., a Belize corporation (“Synergistic”),
to purchase 6,043,704 issued and outstanding shares of common stock of the
Company currently owned by Chi Lin and 425,000 shares of common stock currently
owned by Chi Lin in MicroCor, Inc., a Utah corporation (“MicroCor”),
for
the aggregate sum of $114,500 US (the “Synergistic Option”). The agreement
with Chi Lin is hereinafter referred to as (the “Chi
Lin Agreement”).
The Company owns 57% of the issued and outstanding stock of
MicroCor. If all 6,043,704 shares of common stock of the Company were
purchased pursuant to the Synergistic Option, Synergistic would own 21.2% of the
Company’s issued and outstanding shares of common stock.
In
connection with the grant of the Synertistic Option, on September 10, 2009, Chi
Lin granted an unrestricted proxy to vote the Shares through January 8, 2010 to
Larry Clark and Richard Bruggeman, former officers and directors of InMedica
(the "Proxy") and current officers and directors of MicroCor, a subsidiary of
the Company. Pursuant to the Proxy, Mr. Bruggeman and Mr. Clark have the power
to vote or to direct the vote of the 6,043,704 shares of common stock
beneficially owned by Chi Lin. The
Synergistic Option expires on January 8,
2010.
Results of
Operations
The
Company had an accumulated deficit of $9,176,679 as of September 30,
2009. No revenues from operations were received in the
third quarter of 2009, 2008 or 2007. The Company had a net loss
from operations of $69,511 for the quarter ended September 30, 2009,
compared to a net loss from operations of $24,721 for the quarter ended
September 30, 2008.
The
Company had a net loss from operations of $133,714 for the nine
months ended September 30, 2009, compared to a net loss from operations of
$97,287 for the nine months ended September 30, 2008. The
increase in net loss from operations resulted primarily from the impact of the
minority interest in MicroCor.
12
INMEDICA DEVELOPMENT CORPORATION
Liquidity and Capital Resources
During
2008, the minimum royalty payments, and loans from the Company’s officers and
directors provided minimum operating capital to the Company. These
royalty payments and loans ended in 2008.
The
Company raised a total of $64,288 from its private placement during the quarter
ended September 30, 2009. See "Part II, Item 2, Unregistered Sale
of Equity Securities and Use of Proceeds" below. The Company is
hopeful of raising substantial additional sums during the remainder of 2009 to
fund its working capital needs.
Item 3. |
Quantitative and Qualitative Disclosures About Market
Risk.
|
Not
applicable.
Item 4T. |
Controls and Procedures.
|
Management is
responsible for
establishing and maintaining adequate internal control over financial reporting
for the small business issuer. The Company’s Chief Executive Officer
and Chief Financial Officer have concluded, based on an evaluation required by
paragraph (b) of Section 240.13a-15 or 240.15d-15 of the Rules of the Securities
Exchange Act of 1934 (the “Exchange Act”), conducted as of the end of the period
covered by this Quarterly Report on Form 10-Q, that the Company’s disclosure
controls and procedures (as defined in Exchange Act Rules 13a–15(e) or
240.15d-15(e)) have functioned effectively. For purposes
of this Item, the term “disclosure controls and procedures” means controls and
other procedures of the Company that are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
There have been
no changes in the Company’s internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Section
240.13a-15 or 240.15d-15 of the Rules of the Exchange Act, that occurred during
the Company’s last fiscal quarter that have materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
13
INMEDICA DEVELOPMENT CORPORATION
PART II. |
OTHER INFORMATION
|
Item 1. |
Legal Proceedings.
|
None.
Item 1A. |
Risk Factors.
|
Not
applicable.
Item 2. |
Unregistered Sales of Equity Securities and Use of
Proceeds.
|
During the
quarter ended September 30, 2009, the Company continued its private placement of
restricted common stock sold upon the exercise of the options granted to Law
Investments CR, S.A., a Costa Rica corporation (“LI”) pursuant to the terms
of the December 8, 2008 stock purchase option agreement (the “LI
Agreement”). Pursuant to the terms of the LI Agreement, the Company
granted to LI a one-year option to purchase up to 15,000,000 restricted shares
of the Company’s common stock at a purchase price of $0.0075 per share (the “LI
Options”). As permitted by the LI Agreement, LI transferred the right to
exercise portions of the LI Options to third parties who exercised the options
with Company.
The
Company sold 8,571,667 shares of restricted common stock to five "accredited
investors" as defined by Regulation D, pursuant to Rule 506 of such regulation,
for total gross proceeds of $64,288 making the total proceeds raised pursuant to
such offering $74,413 as of September 30, 2009. The Company
expects more options will be exercised in the near future. The sales to these
accredited investors were made without public solicitation. There were no
underwriting discounts or commissions paid on these sales of securities.
The proceeds of the offering will be used by the Company for general corporate
purposes.
Item 3. |
Defaults Upon Senior Securities.
|
None.
Item 4. |
Submission of Matters to a Vote of Security
Holders.
|
None.
Item 5. |
Other Information.
|
None.
14
INMEDICA DEVELOPMENT CORPORATION
Item 6. |
Exhibits
|
Exhibit No.
|
Description
|
|
10.1a
|
Option to
Purchase Common Stock between Synergistic Equities Ltd. and Chi Lin
Technologies Co., Ltd., dated September 10, 2009
*
|
|
10.1b
|
Proxy
dated September 10, 2009 between Chi Lin Technology Co., Ltd., Larry Clark
and Richard Bruggeman *
|
|
10.2
|
Stock
Purchase Option Agreement between Company and Law Investments CR, S.A.,
dated December 8, 2008 (1)
|
|
10.3
|
Agreement
between InMedica Development Corporation, MicroCor, Inc., and Law
Investments CR, S.A., dated January 30, 2009 (2)
|
|
10.4
|
Exclusive License Agreement between InMedica Development Corporation and Wind Sail Receptor, Inc. dated April 17, 2009 (3) | |
31.1
|
Certification by
Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
*
|
|
31.2
|
Certification by
Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
*
|
|
32.1
|
Certification by
Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act *
|
|
32.2
|
Certification by
Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
*
|
__________________
*
|
Filed
herewith.
|
(1)
|
Incorporated by
reference to Exhibit 2.2 of the Current Report on Form 8-K filed by the
Company on February 9, 2009.
|
(2)
|
Incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the
Company on February 9,
2009.
|
(3)
|
Incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the
Company on April 23, 2009.
|
15
INMEDICA DEVELOPMENT CORPORATION
Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
INMEDICA DEVELOPMENT CORPORATION | |||
Dated: November
16, 2009
|
By:
|
/s/ Ronald Conquest | |
Ronald
Conquest
Chairman
of the Board
and Chief
Executive Officer
(Principal Executive
Officer)
|
|||
Dated:
November 16, 2009
|
By:
|
/s/ Christopher R. Miller | |
Christopher R.
Miller
Secretary/Treasurer,
Chief
Financial Officer and Director
(Principal
Accounting Officer)
|
|||
16