WINDGEN ENERGY, INC. - Quarter Report: 2009 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-Q
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended March 31,
2009
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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)
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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 May
15, 2009, 18,629,493 shares of the issuer’s common stock were
outstanding.
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Table of
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| Signatures |
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INMEDICA DEVELOPMENT
CORPORATION
This
Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and should be read in conjunction with the Financial Statements of
InMedica Development Corporation (the “Company” or “InMedica”). Such
statements are not historical facts and reflect our current views regarding
matters such as operations and financial performance. In general,
forward-looking statements are identified by such words or phrases as “expects,”
“anticipates,” “believes,” “could,” “approximates,” “estimates,” “may,”
“intends,” “predicts,” “projects,” “plans,” or “will,” or the negative of those
words or other terminology. These
statements are not guarantees of future performance and involve certain
known and unknown inherent risks, uncertainties and other factors that are
difficult to predict; our actual results could differ materially from
those expressed in these forward-looking statements, including those risks and
other factors described elsewhere in this Quarter Report. The
cautionary factors, risks and other factors presented should not be construed as
exhaustive. Other risks not presently known to us, or that we
currently believe are immaterial, could also adversely affect our business,
financial condition or results of operations.
Each forward-looking statement
should be read in context with, and with an understanding of, the various
disclosures concerning our business made elsewhere in this Quarterly Report, as
well as other public reports filed by us with the United States Securities and
Exchange Commission. Readers should not place undue reliance on any
forward-looking statement as a prediction of actual results of developments.
Except as required by applicable law or regulation, we undertake no obligation
to update or revise any forward-looking statement contained in this Quarterly
Report.
| Item 1. |
Financial
Statements
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CONSOLIDATED
BALANCE SHEETS
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March
31,
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December
31,
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2009
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2008
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ASSETS
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(Unaudited)
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Current
Assets
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Cash
& Cash Equivalents
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$ | 1,217 | $ | 1,794 | ||||
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Prepaid
Expenses & Other
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200 | 1,100 | ||||||
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Total
Current Assets
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1,417 | 2,894 | ||||||
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Equipment
& Furniture, at Cost,
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||||||||
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Less
Accumulated Depreciation of $255,221
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and
$254,856, respectively
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– | – | ||||||
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TOTAL
ASSETS
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$ | 1,417 | $ | 2,894 | ||||
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LIABILITIES
& STOCKHOLDERS’
EQUITY
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||||||||
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Current
Liabilities
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Related
Party Consulting Fees Payable
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$ | – | $ | – | ||||
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Accounts
Payable
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22,408 | 6,665 | ||||||
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Accrued
Interest
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37,395 | 34,351 | ||||||
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Related
Party Royalty Payable
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123,333 | 113,333 | ||||||
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Related
Party Note Payable
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187,385 | 187,385 | ||||||
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Note
Payable
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21,509 | 21,509 | ||||||
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Preferred
Stock Dividends Payable
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58,635 | 56,743 | ||||||
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Current
Portion of Long-Term Debt
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160,000 | 160,000 | ||||||
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Total
Current Liabilities
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610,665 | 579,986 | ||||||
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Long-Term
Convertible Promissory Note
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72,633 | 72,633 | ||||||
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Total
Liabilities
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683,298 | 652,619 | ||||||
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Minority
Interest
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(297,093 | ) | (291,211 | ) | ||||
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Stockholders’
Equity (Deficit)
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Preferred
Stock, 10,000,000 shares authorized; Series A cumulative
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convertible
preferred stock, 8% cumulative, $4.50 par value,
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1,000,000
shares designated, 21,016 shares outstanding (aggregate
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liquidation
preference of $151,316)
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94,573 | 94,573 | ||||||
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Common
Stock, $.001 par value: 40,000,000 shares authorized,
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18,629,493
shares outstanding
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18,629 | 18,629 | ||||||
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Additional
Paid-in Capital
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8,571,249 | 8,571,249 | ||||||
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Accumulated
Deficit
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(9,072,073 | ) | (9,042,965 | ) | ||||
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Total
Stockholders’ Equity (Deficit)
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(387,622 | ) | (358,514 | ) | ||||
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TOTAL
LIABILITIES & STOCKHOLDERS’ EQUITY
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$ | 1,417 | $ | 2,894 | ||||
The
accompanying notes are an integral part of these financial
statements.
CONSOLIDATED STATEMENTS OF
OPERATIONS
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For
the Three Months Ended
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March
31,
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2009
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2008
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ROYALTY
REVENUES
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$ | – | $ | – | ||||
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OPERATING
EXPENSES
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General
& Administrative
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30,056 | 58,973 | ||||||
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Compensation
Expense from Stock Options
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– | – | ||||||
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Research
& Development
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– | – | ||||||
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Total
Operating Expense
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30,056 | 58,973 | ||||||
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INCOME
(LOSS) FROM OPERATIONS
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(30,056 | ) | (58,973 | ) | ||||
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OTHER
INCOME (EXPENSE)
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Interest
Income
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– | – | ||||||
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Interest
Expense
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(3,043 | ) | (3,867 | ) | ||||
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Other
Income
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– | – | ||||||
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Total
Other Income (Expenses), Net
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(3,043 | ) | (3,867 | ) | ||||
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INCOME
(LOSS) BEFORE MINORITY INTEREST
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(33,099 | ) | (62,840 | ) | ||||
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MINORITY
INTEREST
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5,882 | 24,558 | ||||||
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NET
INCOME (LOSS)
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(27,217 | ) | (38,282 | ) | ||||
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PREFERRED
STOCK DIVIDENDS
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(1,891 | ) | (1,892 | ) | ||||
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NET
INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS
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$ | (29,108 | ) | $ | (40,174 | ) | ||
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NET
INCOME (LOSS) PER COMMON SHARE (BASIC & DILUTED)
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$ | (.00 | ) | $ | (.00 | ) | ||
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WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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BASIC
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18,629,493 | 18,629,493 | ||||||
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DILUTED
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18,661,017 | 18,661,017 | ||||||
The
accompanying notes are an integral part of these financial
statements.
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For
the Three Months Ended
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March
31,
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2009
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2008
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
Income (Loss)
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$ | (27,217 | ) | $ | (38,282 | ) | ||
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Adjustments
to reconcile net loss to net cash used in
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operating
activities:
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Depreciation
and amortization
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– | 91 | ||||||
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Stock
option compensation expense
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– | – | ||||||
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Interest
income from amortization or discount on notes receivable
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– | – | ||||||
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Minority
interest in losses
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(5,882 | ) | (24,558 | ) | ||||
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Changes
in assets and liabilities:
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Prepaid
expenses
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900 | – | ||||||
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Related
party consulting fees payable
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– | 16,000 | ||||||
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Accounts
payable
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18,578 | 15,750 | ||||||
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Accrued
interest
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3,044 | 3,866 | ||||||
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Related
party royalty payable
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10,000 | 12,000 | ||||||
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Accrued
payroll and related taxes
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– | – | ||||||
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Net
cash used in operating activities
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(577 | ) | (15,153 | ) | ||||
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CASH
FLOWS FROM INVESTING ACTIVITIES:
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Purchase
of equipment
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– | – | ||||||
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Proceeds
from note receivable
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– | – | ||||||
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Net
cash provided by (used in) investing activities
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– | – | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Proceeds
from notes payable
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– | 24,416 | ||||||
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Proceeds
from related party loans
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– | – | ||||||
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Payments
on notes payable
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– | – | ||||||
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Proceeds
from sale of common stock
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– | – | ||||||
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Net
cash provided by (used in) financing activities
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– | 24,416 | ||||||
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NET
INCREASE IN CASH
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(577 | ) | 9,263 | |||||
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CASH
AT BEGINNING OF THE YEAR
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1,794 | 2,706 | ||||||
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CASH
AT END OF THE YEAR
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$ | 1,217 | $ | 11,969 | ||||
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SUPPLEMENTAL
DISCLOSURE OF CASH FLOW
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Cash
paid during the year for interest
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$ | 3,043 | $ | 3,861 | ||||
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Cash
paid during the year for income taxes
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$ | – | $ | – | ||||
The
accompanying notes are an integral part of these financial
statements.
Notes to Consolidated Financial
Statements (Unaudited)
NOTE 1 –
BASIS OF PRESENTATION
The
accompanying unaudited consolidated financials statements of InMedica
Development Corporation and its majority owned subsidiary, MicroCor, Inc.
(collectively the Company) have been prepared on a going concern basis which
contemplates the realization of assets and satisfaction of liabilities that
might be necessary should the Company be unable to continue as a going
concern. The Company generated a net loss of $27,217 and $38,282 for
the three month periods ended March 31, 2009 and 2008, respectively, and
negative cash flows from operations of $577 and $15,153 for the three month
periods ended March 31, 2009 and 2008, respectively. As of March 31,
2009, the Company had an accumulated deficit of $9,072,073. At March 31,
2009, the Company had a stockholders’ deficit of
$387,622. These conditions raise substantial doubt as to the
Company’s ability to continue as a going concern. The Company’s
continued existence is dependent upon its ability to execute its operating plan
and to obtain additional debt or equity financing. There can be no
assurance that the necessary debt or equity financing will be available, or will
be available on terms acceptable to the Company.
The
accompanying consolidated financial statements of the Company are unaudited.
However, in management’s opinion, all adjustments, consisting only of normal
recurring adjustments necessary for fair presentation of results for the interim
periods shown, have been made. Results for interim periods are not necessarily
indicative of those to be expected for the full year. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes to consolidated financial statements
included in the Company’s annual report on form 10-K for the year ended December
31, 2008.
NOTE 2 –
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of
Consolidation
The
consolidated financial statements include the accounts of InMedica and
MicroCor. All material inter-company accounts and transactions have
been eliminated.
Use of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Patents
The
Company has four patents covering various aspects of its hematocrit technology
which expire from 2007 to 2013.
Notes to Consolidated Financial
Statements (Unaudited)
Research
and Development
Research
and development costs are expensed as incurred.
Net Loss Per Common
Share
Basic net
loss per common share is computed by dividing net loss by the weighted average
number of common shares outstanding during the year. Diluted net loss
per common share (“Diluted EPS”)
reflects the potential dilution that could occur if stock options or other
common stock equivalents were exercised or converted into common
stock. At March 31, 2009 and December 31, 2008, respectively, there
were 31,524 and 31,524 potentially dilutive common stock
equivalents. The computation of Diluted EPS does not assume exercise
or conversion of securities that would have an anti-dilutive effect on net loss
per common share.
NOTE 3 – PREFERRED
STOCK
The
Company is authorized to issue 10,000,000 shares of preferred
stock. The Company’s board of directors designated 1,000,000 shares
of this preferred stock as Series A Cumulative Convertible Preferred Stock
(“Series A Preferred”) with a par value of $4.50 per share. Holders
of the Series A Preferred receive annual cumulative dividends of eight percent,
payable quarterly, which dividends are required to be fully paid or set aside
before any other dividend on any class or series of stock of the Company is
paid. As of March 31, 2009, cumulative preferred stock
dividends are due and payable in the amount of $58,635. Holders
of the Series A Preferred receive no voting rights but do receive a liquidation
preference of $4.50 per share, plus accrued and unpaid
dividends. Series A Preferred stockholders have the right to convert
each share of Series A Preferred to the Company’s common stock at a rate of 1.5
common shares to 1 preferred share.
On
January 30, 2009, the Company entered into an agreement with MicroCor, its
subsidiary (the “MicroCor Agreement”). The MicroCor Agreement
provides for the Company to create a Series B class of preferred stock, without
dividend or voting rights (the “Series B Preferred”), which will receive 100% of
any future benefit from the sale, spin-off, merger or liquidation of MicroCor or
the commercialization of its hematocrit technology. The shares of the
Series B Preferred will be distributed as a dividend, subject to compliance with
federal and state securities laws and regulations, to the Company’s common
stockholders, as of January 30, 2009. The creation of the Series B
Preferred will prevent any holder of the Company’s common stock after January
30, 2009 from sharing in any future benefit of or to MicroCor through the
expiration date of January 30, 2011.
Notes to Consolidated Financial
Statements (Unaudited)
NOTE 4 – EARNINGS
PER SHARE
The
following data show the amounts used in computing earnings per share and the
effect on income and the weighted average number of shares of dilutive potential
common stock:
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For
the Quarters Ended
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March 31,
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2009
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2008
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Net
Income (Loss)
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$ | 29,108 | $ | 40,174 | ||||
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Less:
preferred dividends
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(1,891 | ) | (1,891 | ) | ||||
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Income
(Loss) available to common stockholders used in basic EPS
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$ | 27,217 | $ | 38,283 | ||||
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Convertible
preferred stock
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1,891 | 1,891 | ||||||
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Convertible
notes payable
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– | – | ||||||
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Income
(Loss) available to common stockholders after assumed
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conversion
of dilutive securities
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$ | 29,108 | $ | 40,174 | ||||
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Weighted
average number of common shares used in basic EPS
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18,629,493 | 18,629,493 | ||||||
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Effect
of dilutive securities:
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Convertible
preferred stock
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31,524 | 31,524 | ||||||
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Convertible
notes payable
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– | – | ||||||
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Options
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– | – | ||||||
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Weighted
average number of common shares and dilutive potential
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common
stock used in diluted EPS
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18,661,017 | 18,661,017 | ||||||
| Item 2. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
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Overview
The
following is a discussion of the financial condition of the Company as of March
31, 2009 and December 31, 2008, and results of operations of the Company as of
and for the periods ended March 31, 2009 and 2008. This discussion
should be read in conjunction with the Financial Statements of the Company and
the related notes included in the Company’s Annual Report on Form 10-K for
fiscal year ended December 31, 2008.
General
InMedica
Development Corporation (“InMedica” or the “Company”) was incorporated as a Utah
corporation on June 16, 1983. In 1985, the Company acquired MicroCor, Inc., a
Utah corporation (“MicroCor”), engaged in the development of certain medical
technology products. During 2008, MicroCor, a 57% owned subsidiary of the
Company, continued to engage in research and development on MicroCor’s
hematocrit technology (a method for measuring hematocrit non-invasively (without
drawing blood)) pursuant to the Joint Development Agreement (the “Agreement”)
with Wescor, Inc. (“Wescor”). Wescor assumed day-to-day management of MicroCor
as of September 7, 2004; however, since December 30, 2008, the day-to-day
management was transferred to three of MicroCor’s directors: Larry Clark, Ralph
Henson and Richard Bruggeman.
On December 8,
2008, the Company entered into a stock purchase option agreement with SNG
Consulting, LLC, an Arizona limited liability company (“SNG”). The agreement
with SNG is hereinafter referred to as (the “SNG Agreement”). Pursuant to the
terms of the SNG Agreement, the Company granted to SNG a one-year option to
purchase up to 5,000,000 restricted shares of Company’s common stock at a
purchase price of $0.01 per share (the “SNG Option”). The SNG Agreement is
transferable by SNG. As consideration for the SNG Agreement, SNG transferred to
the Company 100% ownership of ValuMobile, LLC, a Nevada limited liability
company (“ValuMobile”). ValuMobile was newly formed at the time the SNG
Agreement was entered into by the Company. The SNG Agreement further provides
that SNG and any of its affiliates shall not collectively acquire more than 88%
of the outstanding common stock of the Company until such time as the Company or
ValuMobile has been funded with at least $1,500,000. The SNG Option expires on
December 31, 2009. The sole member of SNG is Ashley Conquest, the daughter of
Ronald Conquest. Mr. Conquest is the new Chairman of the Board and Chief
Executive Officer of the Company (see, “Appointment of New Directors and Officers”
below). Ashley Conquest and Ronald Conquest serve as the co-managers of
ValuMobile.
On December 8,
2008, the Company entered into a stock purchase option agreement with Law
Investments CR, S.A., a Costa Rica corporation (“LI”). The agreement with LI is
hereinafter referred to as (the “LI Agreement”). Pursuant to the terms of the LI
Agreement, the Company granted to LI a one-year option to purchase up to
15,000,000 restricted shares of the Company’s common stock at a purchase price
of $0.0075 per share (the “LI Option”). The LI Agreement is transferable by LI.
The LI Agreement provides that the first $75,000 received from the purchase of
Company’s common stock pursuant to the LI Agreement shall be distributed to
Company’s wholly-owned subsidiary, ValuMobile, as a contribution to capital. The
LI Agreement further provides that LI and any of its affiliates shall not
collectively acquire more than 88% of the outstanding common stock of the
Company until such time as the Company or ValuMobile has been funded with at
least $1,500,000. The LI Option expires on December 31, 2009. Ronald Conquest,
who is the new Chairman of the Board and Chief Executive Officer of the Company
(see, “Appointment of New Directors and
Officers” below), is a director and President of LI.
Prior Plan of
Operation
During
the 12 months beginning January 2008, the Company’s plan of operation was to
continue to work cooperatively with MicroCor and Wescor in the development of
the Company’s portable hematocrit device. However, Wescor advised the
Company that its parent corporation was interested in shifting Wescor’s
resources previously dedicated to the research and development of the hematocrit
technology to other projects. As a result, Wescor ceased all research
and development efforts on the hematocrit technology. During 2008,
the Company funded administrative operations with the proceeds of minimum
royalty payments from MicroCor and from loans from the Company’s officers and
directors. Wescor,
in the past, has loaned MicroCor sufficient funds to enable MicroCor to pay
one-half of the minimum royalty. These minimum payments to the
Company from MicroCor have ceased. Payment of the balance of the
minimum royalty was deferred by the Company.
Agreement
with MicroCor, Inc.
On
January 30, 2009, the Company entered into an agreement with MicroCor, LI
and SNG (the “MicroCor
Agreement”). In the
MicroCor Agreement, the parties agreed that the Company, LI, and SNG will vote
their respective ownership interest in MicroCor, if any, for the election of
Larry E. Clark, Ralph Henson, and Richard Bruggeman, the three former Directors
of Company (see, “Appointment of New Directors and
Officers” below), as Directors of MicroCor. The
MicroCor Agreement also provides for the Company to create a class of preferred
stock, without dividend or voting rights, which will receive 100% of any future
benefit from the sale, spin off, merger or liquidation of MicroCor or the
commercialization of its hematocrit technology (the “Series B Preferred
Stock”). The shares of the Series B Preferred Stock will be
distributed as a dividend, subject to compliance with federal and state
securities laws and regulations, to the Company’s common stockholders, as of the
record date of January 30, 2009. The MicroCor Agreement also provides
that the MicroCor Board of Directors shall have sole discretion to reach
agreements and settlements with creditors and shareholders of MicroCor,
including the Company, without the consent of the Company’s Board of Directors
as then constituted. These settlements and agreements may be in the
best interest of MicroCor and the holders of the Series B Preferred Stock, and
not necessarily the Company. The term of the MicroCor Agreement and
the Series B Preferred Stock is the later of: (i) two years
commencing on January 30, 2009; (ii) the resolution of the MicroCor Board to
abandon further development of the hematocrit technology; or (iii) the spin off,
merger or liquidation of MicroCor or its hematocrit
technology.
The creation of the Series
B Preferred Stock, as discussed above, will modify the rights of those who
become holders of the Company’s common stock after January 30, 2009. All
financial benefits from MicroCor’s hematocrit technology, if any, will be
distributed to the holders of the Series B Preferred Stock after payment of all
MicroCor’s debts and no MicroCor assets will be distributed to the Company’s
common stockholders.
Appointment
of New Directors and Officers
Effective
January 30, 2009, Larry E. Clark, Ralph Henson and Richard Bruggeman resigned
Directors of the Company. Further, Mr. Clark resigned as Chairman of
the Company, Mr. Henson resigned as President and Chief Executive Officer of the
Company, and Mr. Bruggeman resigned as Secretary/Treasurer and Chief Financial
Officer of the Company, all effective January 30, 2009. There were no
disagreements between Mr. Clark, Mr. Henson, Mr. Bruggeman and the
Company.
Effective
January 30, 2009, Ronald Conquest, Wayne R. Myers, and Christopher R. Miller
were appointed as Directors of the Company. Additionally, Mr.
Conquest was appointed as Chairman and Principal Executive Officer, Mr. Myers
was appointed as President and Principal Operating Officer, and Mr. Miller was
appointed as Secretary/Treasurer and Principal Financial
Officer. There are no family relationships between
Messrs. Conquest, Myers and Miller.
With
the resignation of the Company’s three Directors and officers and the
appointment of three new Directors and officers, control of the
Company has changed.
Since
January 30, 2009, the Company’s new management team has been investigating
new areas of business and sources of funding for the Company. See, “Subsequent Event”
below.
Results of
Operations
The
Company had an accumulated deficit of ($9,072,073) as of March 31,
2009. No revenues from operations were received in 2008 and
2007. The Company had a net loss from operations of ($30,056) for the
quarter ended March 31, 2009, compared to a net loss from operations of
($58,973) for the quarter ended March 31, 2008. The decrease in net
loss from operations resulted primarily from no officer salaries being accrued
in the 2009 quarter.
Liquidity and
Capital Resources
During
2008, the minimum royalty payments and loans from the Company’s officers and
directors provided minimum operating capital to the Company. These
royalty payments and loans ended in 2008.
The
Company will need to engage in fund raising during 2009 in order to meet
future cash needs.
ValuMobile
Operations
Since
January 30, 2009, the ability of the Company to commence operations in its new
ValuMobile subsidiary has been hampered by the recent economic recession. The
Company’s future operations in its ValuMobile subsidiary will be dependent on
securing funding. At the present time the Company has entered into no
agreement or understanding to obtain any funding.
Subsequent
Events
SNG
Option Cancelled
Effective
April 10, 2009, the Company and SNG agreed to rescind and cancel the transaction
in which the SNG Option was granted, with no shares being issued under such
option. The Company assigned its 100% interest in ValuMobile to SNG
effective as of April 10, 2009.
Wind Sail Receptor, Inc.
License
On April
17, 2009, the Company entered into a license agreement (the “License”) with
Wind Sail Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which the
Company was granted the exclusive license to sell WSR’s wind sail receptor
blades of 15 feet in length or less in the United States, Canada and the United
Kingdom. Under the License, the Company must acquire 100 blades from
WSR during the year after WSR is able to manufacture the
receptors. WSR is hopeful of commencing manufacture of the blades in
2009. The Company will market WSR’s wind receptor blades through its new
division called WindGen Energy.
INMEDICA DEVELOPMENT
CORPORATION
| Item 3. |
Quantitative and Qualitative
Disclosures About Market
Risk.
|
Not
applicable.
| Item 4T. |
Controls and
Procedures.
|
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting for the small business issuer. The Company’s
Chief Executive Officer and Chief Financial Officer have concluded, based on an
evaluation required by paragraph (b) of Section 240.13a-15 or 240.15d-15 of the
Rules of the Securities Exchange Act of 1934 (the “Exchange Act”),
conducted as of the end of the period covered by this Quarterly Report on Form
10-Q, that the Company’s disclosure controls and procedures (as defined in
Exchange Act Rules 13a–15(e) or 240.15d-15(e)) have functioned
effectively. For purposes of this Item, the term “disclosure controls and
procedures” means
controls and other procedures of the Company that are designed to ensure that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded,
processed, summarized and reported, within the time periods specified in the
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
There
have been no changes in the Company’s internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Section 240.13a-15 or 240.15d-15 of the Rules of the Exchange Act, that occurred
during the Company’s last fiscal quarter that have materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting. There
was, however, a change in the Company’s internal control over financial
reporting on January 30, 2009, as a result of the Company’s officers and
Directors resigning on that date and new officers and Directors being appointed.
At this time the Company does not believe this change in management has
materially affected the effectiveness of the Company’s internal control over
financial reporting. (See “Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations -- Appointment of New Directors and Officers” above.)
| PART II. |
OTHER
INFORMATION
|
| Item 1. |
Legal
Proceedings.
None.
|
| Item 1A. |
Risk
Factors. Not
applicable.
|
| Item 2. |
Unregistered Sales of Equity
Securities and Use of
Proceeds. None.
|
| Item 3. |
Defaults Upon Senior
Securities. None.
|
| Item 4. |
Submission of Matters to a Vote
of Security Holders.
None.
|
| Item 5. |
Other Information.
None.
|
| Item 6. |
Exhibits
|
|
Exhibit
No.
|
Description
|
|
|
10.1a
|
Option to
Purchase Common Stock between Synergistic Equities Ltd. and Chi Lin
Technologies Co., Ltd., dated September 10, 2008
(1)
|
|
|
10.1b
|
Proxy
dated September 10, 2008 (2)
|
|
|
10.2
|
Stock
Purchase Option Agreement between Registrant and SNG Consulting, LLC,
dated December 8, 2008 (3)
|
|
|
10.3
|
Stock
Purchase Option Agreement between Registrant and Law Investments CR, S.A.,
dated December 8, 2008 (4)
|
|
|
10.4
|
Agreement
between InMedica Development Corporation, MicroCor, Inc., Law Investments
CR, S.A., and SNG Consulting, LLC, dated January 30, 2009
(5)
|
|
|
10.5
|
Exclusive License Agreement between InMedica Development Corporation and Wind Sail Receptor, Inc. dated April 17, 2009 (6) | |
|
31.1
|
Certification
by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act *
|
|
|
31.2
|
Certification
by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act *
|
|
|
32.1
|
Certification
by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act *
|
|
|
32.2
|
Certification
by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act
*
|
__________________
|
*
|
Filed
herewith.
|
|
(1)
|
Incorporated by
reference to Exhibit 2.4 of the Current Report on Form 8-K filed by the
Company on February 9, 2009.
|
|
(2)
|
Incorporated by
reference to Exhibit 99.2 of the Form 10-Q for the Quarter Ended September
30, 2008 filed by the Company on November 14,
2008.
|
|
(3)
|
Incorporated by
reference to Exhibit 2.3 of the Current Report on Form 8-K filed by the
Company on February 9, 2009.
|
|
(4)
|
Incorporated by
reference to Exhibit 2.2 of the Current Report on Form 8-K filed by the
Company on February 9, 2009.
|
|
(5)
|
Incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the
Company on February 9,
2009.
|
|
(6)
|
Incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the
Company on April 23,
2009.
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
| INMEDICA DEVELOPMENT CORPORATION | |||
|
Dated: May 20,
2009
|
By:
|
/s/ Ronald Conquest | |
|
Ronald
Conquest
Chairman of the
Board
and
Chief Executive Officer
(Principal Executive
Officer)
|
|||
|
Dated: May
20, 2009
|
By:
|
/s/ Christopher R. Miller | |
|
Christopher
R. Miller
Secretary/Treasurer,
Chief Financial Officer and Director
(Principal
Accounting Officer)
|
|||
17