-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWpWnJNLF9sxzieeyOaMwGmqj3CvAzPsLqcsvB79XnZZnIE7An6PyKyWlFwOO2hi sE7rqXqvQxQcCiPlchIysQ== 0000939802-08-000324.txt : 20081219 0000939802-08-000324.hdr.sgml : 20081219 20080812131432 ACCESSION NUMBER: 0000939802-08-000324 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080812 DATE AS OF CHANGE: 20081105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INMEDICA DEVELOPMENT CORP CENTRAL INDEX KEY: 0000726037 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 870397815 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12968 FILM NUMBER: 081009044 BUSINESS ADDRESS: STREET 1: 825 N 300 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84103 BUSINESS PHONE: 8012639190 MAIL ADDRESS: STREET 1: P O BOX 27557 STREET 2: 495 EAST 4500 SOUTH SUITE 230 CITY: SALT LAKE CITY STATE: UT ZIP: 84127 FORMER COMPANY: FORMER CONFORMED NAME: INMED DEVELOPMENT CORP DATE OF NAME CHANGE: 19840815 10-K/A 1 form10ka1123107.htm form10ka1123107.htm


 

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

Form 10-K/A1
(Mark One)
√  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended  December 31, 2007

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to_________

Commission file number 0-12968

INMEDICA DEVELOPMENT CORPORATION
(Name of small business issuer in its charter)

Utah
87-0397815
(State of Incorporation)
(I.R.S. Employer Identification No.)

825 North 300 West, Suite N132
Salt Lake City, Utah 84103
(801) 521-9300

Securities Registered Pursuant to Section 12(g) of the Act:

 
Name of Each Exchange
Title of Each Class
on which Registered
   
Common Stock, $.001 par value
None

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

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act  [ ]  Yes   [ ] No

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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            No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and no disclosure will 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-K.    

 
1

 

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 [  ]                    Accelerated filer  [  ]

Non-accelerated filer [  ]                      Smaller reporting company []
(do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates:  $186,908 based on 8,693,402 non affiliate shares outstanding at $.0215 per share, which is the average bid and asked price of the common shares as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 18,629,493 shares of common stock, $.001 par value as of July 31, 2008

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).         None



 
2

 

The Registrant hereby amends Item 9A(T) – Controls and Procedures and Item 15 Exhibits of its Form 10K report for the year ended December 31, 2007, which Items are amended and restated in their entirety below, together with the attachment of Exhibits.


ITEM 9A(T) – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

InMedica Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Securities Exchange Act of 1934 Rule 13a-15(e).  InMedica’s Board of Directors provides oversight to its financial reporting process.

InMedica evaluated the effectiveness of the design and operation of its disclosure controls and procedures during 2007.    Based on that evaluation, InMedica’s Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2007, its disclosure controls and procedures are effective.  

Management’s Report on Internal Control Over Financial Reporting.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company has included, as part of this Form 10-K/A1 (See Exhibit 99, which is incorporated herein by reference), a report of management's assessment of the effectiveness of its internal controls as of December 31, 2007.  The independent registered public accounting firm of InMedica has not audited the effectiveness of the Company's internal control over financial reporting due to an exemption from such requirement for 2007 annual reports of small business issuers. Management's report appears in this Form 10-K/A1 as Exhibit 99 and is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting.

There have been no changes in InMedica’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2007, and there were no material weaknesses.


 
3

 

Item 15. Exhibits

(1)  Financial Statements
 
 
Page
   
Independent Registered Public Accountants’ Report (Robison, Hill & Company)
F-1
   
Consolidated Balance Sheet as of December 31, 2007 and 2006
F-3
   
Consolidated Statements of Operations for the
 
Years Ended December 31, 2007 and 2006
F-4
   
Consolidated Statements of Stockholders’ Equity for the
 
Years Ended December 31, 2007 and 2006
F-5
   
Consolidated Statements of Cash Flows for the
 
Years Ended December 31, 2007 and 2006
F-6
   
Notes to Consolidated Financial Statements
F-7
   

(3)  Exhibits required by Item 601:
 
S-K No.
Description
   
(31.1)
Sarbanes-Oxley Section 302 Certification – Ralph Henson
(31.1)
Sarbanes- Oxley Section 302 Certification- Richard Bruggeman
(32.1)
Sarbanes-Oxley Section 906 Certification
(99)
Management’s Report On Internal Control Over Financial Reporting 
 

 

 
4

 


 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Form 10K/A1 report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
INMEDICA DEVELOPMENT CORPORATION

Date:  August   8,  2008
By
 /s/ Ralph Henson
   
RALPH HENSON,
   
President & Chief Executive Officer
     
 
By
 /s/ Richard Bruggeman
   
RICHARD BRUGGEMAN
   
Chief Financial Officer


In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


/s/ Larry E. Clark
DATE:  August   11, 2008
LARRY E. CLARK, Director
 
   
   
/s/ Richard Bruggeman
DATE:  August    11,  2008
RICHARD BRUGGEMAN, Director
 
   
   
/s/ Ralph Henson
DATE:  August     8, 2008
RALPH HENSON, Director
 
   
   

 


 
5

 



EXHIBIT INDEX – INMEDICA DEVELOPMENT CORPORATION
FORM 10-K/A1  – FOR THE YEAR ENDED DECEMBER 31, 2007

Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 – Ralph Henson
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 – Richard Bruggeman
Exhibit 32.1
CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 99
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING 




EX-31.1 4 form10ka1123107ex31-1.htm form10ka1123107ex31-1.htm
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Ralph Henson, certify that:

1.
I have reviewed this amendment to annual report on Form 10-K/A1 of InMedica Development Corporation.

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

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

4.
The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

a)  designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial  reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d)  disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over the financial reporting; and

5.
The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
Date:                      August    8, 2008

/s/ Ralph Henson
Ralph Henson, President
 
 

EX-31.2 5 form10ka1123107ex31-2.htm form10ka1123107ex31-2.htm
 Exhibit 31.2
CERTIFICATE PURSUANT TO SECTION 302
OF THE SABANES-OXLEY ACT OF 2002

I, Richard Bruggeman, certify that:

1.
I have reviewed this amendment to annual report on Form 10-K/A1 of InMedica Development Corporation.

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

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

4.
The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

a)  designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d)  disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over the financial reporting; and

5.
The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
Date:                      August  11, 2008

/s/ Richard Bruggeman
Richard Bruggeman, CFO
 
 
 

EX-32.1 6 form10ka1123107ex32-1.htm form10ka1123107ex32-1.htm
Exhibit 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Each of the undersigned hereby certifies in his capacity as an officer of InMedica Development Corporation (the Company) that the Annual Report of the Company on Form 10-K/A1 for the year ended December 31, 2007 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such periods and the results of operations of the Company for such periods.


/s/ Ralph Henson
Ralph Henson,
Chief Executive Officer
DATE:  August    8, 2008



/s/ Richard Bruggeman
Richard Bruggeman,
Chief Financial Officer
DATE:   August   11 , 2008


EX-99.1 7 form10ka1123107ex99-1.htm form10ka1123107ex99-1.htm
Exhibit 99 - Additional Exhibit

MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING 

 
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Company's internal control over financial reporting includes those policies and procedures that:
 
·pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
As required by Section 404 of the Sarbanes-Oxley Act of 2002, management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
 
Based on our assessment and those criteria, management believes that the Company internal controls over financial reporting are effective as of December 31, 2007.
 
BY:
  /s/ Ralph Henson
 
Ralph Henson, President and Principal  Executive Officer
   
BY:
  /s/ Richard Bruggeman
 
Richard Bruggeman Principal Accounting Officer and Principal Financial Officer




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A PROFESSIONAL CORPORATION
 
3 Triad Center
Suite 500
Salt Lake City, Utah 84180
 
T  : (801) 532-7080
F  : (801) 596-1508
 
www.strongandhanni.com
GLENN C. HANNI, P.C.
HENRY E. HEATH
PHILIP R. FISHLER
ROGER H. BULLOCK
R. SCOTT WILLIAMS
SCOTT R. JENKINS
PAUL M. BELNAP
STUART H. SCHULTZ
BRIAN C. JOHNSON 2
PAUL W. HESS
STEPHEN J. TRAYNER
STANFORD P. FITTS 7
BRADLEY W. BOWEN
PETER H. CHRISTENSEN 5
ROBERT L. JANICKI
H. BURT RINGWOOD
CATHERINE M. LARSON
KRISTIN A. VANORMAN
PETER H. BARLOW
GRADEN P. JACKSON 3
H. SCOTT JACOBSON
MICHAEL J. MILLER 6
ANDREW D. WRIGHT
MICHAEL L. FORD 4
BYRON G. MARTIN
BENJAMIN P. THOMAS
SUZETTE H. GOUCHER
JACOB C. BRIEM  1
LANCE H. LOCKE
A. JOSEPH SANO
JAMES C. THOMPSON
PETER J. BAXTER
JENNIFER R. CARRIZAL
LORI A. JACKSON
BRYANT J. McCONKIE
WILLIAM B. INGRAM
JEREMY G. KNIGHT
RYAN P. ATKINSON
JARED T. HALES
JEFFERY J. OWENS
ANDREW B. McDANIEL
SADÉ A. TURNER
AREK E. BUTLER
PAUL W. JONES
1 ALSO MEMBER ARIZONA BAR
2 ALSO MEMBER CALIFORNIA BAR
3 ALSO MEMBER COLORADO BAR
4 ALSO MEMBER DISTRICT OF COLUMBIA BAR
5 ALSO MEMBER OREGON BAR
6 ALSO MEMBER WASHINGTON BAR
7 ALSO MEMBER WYOMING BAR
 
               ESTABLISHED 1888
                         ______
            GORDON R. STRONG
                      (1909-1969)
 

 

 
August 11, 2008

Christine Davis
Assistant Chief Accountant
Securities and Exchange Commission
Washington, DC 20549

RE:          InMedica Development Corporation
Form 10-K/A1 for Fiscal Year Ended December 31, 2007
File No. 000-12968

Dear Ms. Davis:

InMedica Development Corporation (“InMedica” or the “Company”) has amended its Form 10K for the year ended December 31, 2007 concurrently with this correspondence filing in response to your comment letter of July 21, 2008.   We respond below to the comments in your letter, setting forth each of your comments followed by the Company’s response:

SEC COMMENT:    10-K for Fiscal Year Ended December 31, 2007

Item 9A.  Controls and Procedures, page 11

1.  
It does not appear that your management has performed its assessment of internal control over financial reporting as of December 31, 2007.  Since you were required to file or filed an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting.

If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management’s report on internal control over financial reporting. * * *

RESPONSE:   An amendment to the Company’s Report on form 10K has been filed that includes a copy of management’s report of assessment of internal control over financial reporting as described in the Form 10K/A1 for the year ended December 31, 2007, amending items 9A and  Exhibits.

 

 
Ms. Christine Davis
August 8, 2008
Page 2
 

 
SEC COMMENT:

2.  
Please consider whether management’s failure to perform or complete its report on internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosure controls and procedures as of December 31, 2007 and revise your disclosure as appropriate.

RESPONSE:   See response to Comment One above.

SEC COMMENT:

3.  
We note your disclosure that your disclosure controls and procedures “functioned effectively.”  However, it does not appear that your certifying officers have reached a conclusion that your disclosure controls and procedures are effective.  Please revise to provide a clear conclusion regarding the effectiveness of your disclosure controls and procedures.

RESPONSE:   The language of the Item and Management’s Report has been modified to clarify that the disclosure controls and procedures are effective.

SEC COMMENT:

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

·  
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
·  
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
·  
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

RESPONSE:   The requested statement of the Company is attached to this letter.

Very truly yours,

STRONG & HANNI, P.C.

/s/ Scott R. Jenkins

Scott R. Jenkins


CORRESP 11 filename11.htm corresp081108.htm
August 11, 2008

Christine Davis
Assistant Chief Accountant
Securities and Exchange Commission
Washington, DC 20549

RE:           InMedica Development Corporation
Form 10-K/A1 for Fiscal Year Ended December 31, 2007
File No. 000-12968

To Whom It May Concern:

In connection with the foregoing filing of InMedica Development Corporation (the “Company”), the Company hereby acknowledges that:

·  
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
·  
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
·  
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 
Very truly yours,
 
INMEDICA DEVELOPMENT CORPORATION


 
_/s/_____________________________
 
Richard Bruggeman, CFO



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