SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
REVOLUTIONS MEDICAL CORPORATON
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(Name of Small Business Issuer in its Charter)
(formerly known as Maxxon, Inc.)
Nevada 0-28629 73-1526138
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(State or other jurisdiction (SEC File Number) (I.R.S. Employer
of incorporation or organization) Identification Number)
2073 Shell Ring Circle
Mt. Pleasant, SC 29466
----------------------
(Address of principal executive offices, including zip code)
(843) 971-4848
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(Registrant's telephone number, including area code)
(843) 971-6917
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(Registrant's facsimile number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark whether the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or 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 [ ] 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 Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year: $-0-
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days. $18,197,406 as of March 17, 2009.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of March 17, 2009, we had
29,831,813 shares of common stock, $0.001 par value, outstanding and 1,000,000
shares of Series 2007 preferred stock, $0.001 par value outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1
FORWARD LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995 that address, among other
things, development-stage of our safety needle products, our pursuit of
collaborative arrangements; our need to obtain additional financing; factors
affecting the availability of capital; plans regarding the raising of capital.
These statements may be found under "Item 1- Business," "Item 1- Risk Factors,"
and "Item 6 - Plan of Operation" as well as in this Report generally. We
typically identify forward-looking statements in this Report using words like
"believe," "anticipate," "will," "expect," "may," "could," "intend," or similar
statements. There are important factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements, primarily our ability to raise additional capital to continue
operating. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
PART I
ITEM 1. BUSINESS
Since 1997, we have been working to design, develop and commercialize
retractable safety needle devices. Our present product development effort is
focused on the ReVac retractable safety syringe, which is designed specifically
to reduce accidental needlestick injuries. On February 6, 2007, the Company
announced an agreement with Strategic Product Development, Inc. ("SPD") to
provide FDA regulatory compliance, manufacturing management capabilities and
ongoing product development services. On March 5, 2007, the Company announced
that SON Medical, a privately held contract regulatory and testing consulting
firm located in the Boston area, was chosen to conduct lab testing for the
Company's ReVac retractable safety syringe. The results of the lab testing was
used as part of the Company's 510K submission to the FDA.
On February 22, 2009, the Company announced that it had received
notification from the FDA that the 510K application for the Rev Vac Safety
Syringe has been approved. See "RISK FACTORS."
On March 26, 2007, the Company completed the majority acquisition of the
sole assets of Clear Image Acquisition Corporation ("Acquisition Corp") pursuant
to the Plan and Agreement of Reorganization of January 26, 2007. During the
fourth quarter of 2008, the Company completed a short form merger with the
remaining shareholders and now owns 100% of Acquisition Corp's proprietary
technological assets. See Note 9 "Acquisition of Clear Image Acquisition Corp"
to the consolidated financial statements.
Clear Image, Inc. was organized as an Oklahoma corporation under the name
"Image Analysis, Inc." on October 6, 1998. On May 15, 2003 it changed its name
to Clear Image, Inc.
Clear Image is a development stage company which has developed certain
proprietary technology and patent pending for (i) differential coloring, by
series, of MRI scans and (ii) auto-registration of the scan images. As a private
company, however, faced with the substantial competition of the leaders in the
field of MRI technology, Clear Image has had difficulty obtaining the necessary
working capital to complete the development of commercial components of its
technology. The Company, in acquiring control of Clear Image, believes that it
can provide sufficient working capital to complete commercialization of certain
aspects of Clear Image's technology to the point of supporting some licensing or
joint venture relationship financially adequate to permit Clear Image to
complete the development of the remaining aspects of its technology. There is no
assurance that the Company will be successful in raising the working capital
necessary to complete the technology, that the technology will be commercially
viable, approved by the FDA, or that the Color MRI technology will be accepted
in the marketplace. However, the color and 3-D automatic segmentation of
gray-scale MRI images do not need FDA approval for educational and research
purposes. The Company will start promoting this product for educational and
research purposes soon. See "RISK FACTORS".
Since its formation, Clear Image's principal business has been to develop
and commercialize color MRI technology - "MRI" referring to "Magnetic Resonance
Imaging" equipment. Magnetic Resonance Imaging is a widely used imaging system
that safely creates many different and detailed views of selected portions of
the internal anatomy. A MRI scanner is a large tunnel- shaped machine that will
accommodate an adult lying down. Within the MRI scanner is a large magnet which
directs harmless radio signals around sections of the body. When these signals
pass through the body, they resonate; that is, release a signal. The released
2
signals are picked up by a receiver inside the MRI scanner and then sent to a
computer. The computer analyzes the signals and converts them to a visual image
that is displayed on a viewing monitor and then printed on special film. The
images produced by the scanner are gray-scale images similar to an x-ray. These
gray-scale images can be difficult and time consuming to "read". A radiologist
"reads" these images on film by comparing the different scans of each tissue
slice, sometimes evaluating one hundred to three hundred individual gray images
to obtain a diagnosis. The successful diagnosis of a condition, using MRI,
depends not only on the ability of the radiologist to detect the subtle
differences in shades of gray, but also the radiologist's ability to compare
visually the vast number of images.
Clear Image is engaged in the development of technology which can
segmentate and reference MRI images. By "segmenting" an image, the Company's
technology will let the user select a part of the image (bone, fluid, tissue)
and render that selection in 3 dimensions. Essentially, different components of
an image are given different colors and the user can choose the color or colors
to be studied, thus eliminating those portions colored with the colors being
discarded. By "referencing" the image to a data base, the user can obtain
similar, identified images to aid the user in interpretation of the image being
studied. Although the current stage of the Company's technology uses color MRI
technology, the Company believes that it is sufficiently separate from the
technology licensed to it by USFRF to permit it to proceed regardless of the
status of the license from USFRF (see "RISK FACTORS" RISKS RELATED TO CLEARIMAGE
AND THE COLOR MRI TECHNOLOGY.). In addition, Clear Image owns four (4)separate
patent applications, filed in June of 2007 which were assigned over by Clear
Image's consultant, Richard Theriault. Clear Image, Inc.'s President is Thomas
O'Brien, who is also a director of the Company. Mr. O'Brien, age 60, has more
than twenty years of general management experience in the medical device field.
He has special expertise in domestic and international sales, marketing and
distribution of high technology medical systems and services, having held
executive positions with companies such as Pfizer, Toshiba and Johnson
&Johnson-owned Technicare Corporation. Mr. O'Brien also serves as a director of
Clear Image. Rondald Wheet, President and a director of the Company, age 43, is
Vice-President and Secretary of Clear Image and serves as a director.
Because our planned products are in various stages of development, we have
no revenue. Our efforts to date have been funded almost entirely through sales
of our common stock. We require substantial additional capital to complete the
development of, to obtain approvals for and to begin commercializing the ReVac
retractable safety syringe and the Clear Image color MRI software. There is no
assurance that such capital will be available to us when needed, on acceptable
terms, or at all. There is no assurance that our planned products will be
commercially viable. Our present and future collaborative partners may require
significant amounts of time to complete product design, develop manufacturing
processes and/or to obtain specialized equipment, if any is required. Our
planned products will also require FDA approval before they can be sold in the
United States and similar approvals from foreign countries where our products
may be marketed. Obtaining government approval, whether in the U.S. or
elsewhere, is a time-consuming and costly process with no guarantee of approval.
However, on February 22, 2009, the Company announced that it had received
notification from the FDA that the 510K application for the Rev Vac Safety
Syringe has been approved. Furthermore, FDA approval is not needed for
educational and research use of our Rev Color and Rev 3D MRI software products.
The Company plans on marketing these products for such use very soon. In
December 2008, the Company filed for patent protection in Europe on its Rev
Color and Rev 3D software.
It could be months before our planned products are sold in the United
States or anywhere else in the world. Our business is subject to numerous risks
and uncertainties that are more fully described in "RISK FACTORS."
On May 1, 2008, the Financial Industry Regulatory Authority (FINRA)
approved the Company's common stock to begin trading on the Over the Counter
Bulletin Board.
2. Distribution Method of Products and Services
In the U.S., the vast majority of decisions relating to the contracting for
and purchasing of medical supplies are made by the representatives of group
purchasing organizations ("GPOs") rather than the end-users of the product
(nurses, doctors, and testing personnel). GPOs and manufacturers often enter
into long-term exclusive contracts which can prohibit entry in the marketplace
by competitors. In the needle and syringe market, the market share leader, BD,
has utilized, among other things, long-term exclusive contracts which have
restricted entry into the market by most of our competitors. We may not be
successful in obtaining any contracts with GPO's, which would severely limit our
product's marketability in the U.S. See "RISK FACTORS."
3
We presently do not have any products for sale, but expect to have one or
more products for sale by the end of 2009. We plan to seek distribution
arrangements with established medical device manufacturers in the future, but
there is no assurance that we will be successful in establishing or maintaining
such relationships. See "RISK FACTORS."
3. Status of Planned Products
On February 22, 2009, the Company announced that it had received
notification from the FDA that the 510K application for the Rev Vac Safety
Syringe has been approved.
This syringe uses vacuum technology to suck the needle into the plunger
after use. The syringe cannot be reused once the vacuum is activated. Rev Med
believes its safety syringe has many advantages over its competition including
price, ease of use, and safety. It should help reduce accidental needle stick
injuries and also aid in reducing the spread of contagious diseases. You may
view a video of the syringe in use on are website at www.revolutionsmedical.com.
The Company also believes that with the help of government regulation
initiatives, individual state laws, and the importance of world health concerns,
the safety syringe market will continue to have substantial growth into the
foreseeable future.
When an MRI is taken, the images are sent to a pictural archival computer
system ("PACS"), which displays the images for a radiologist to view. RevMed has
hired and announced Strategic Product Development ("SPD") to be its project
design consultant for the purpose of implementing the color MRI software
(including 3-D and automatic segmentation) on a PACS delivery platform and has
given approval for SPD to enter into a binding letter of intent with Cambridge
Medical Information Corporation ("CMIC") to use their PACS delivery platform,
known as zPACS, which is an advanced fully functional PACS system currently in
operation at several major international hospitals. The estimated cost of this
project is $400,000, which RevMed is working to raise. A video of the MRI
software can be found on the Company's website.
4. Competitive Business Conditions, Competitive Position and Methods of
Competition
The safety medical device market is highly competitive. The leading
manufacturers and marketers of safety medical devices are Becton-Dickinson, Tyco
International, Inc. (Kendall Healthcare Products Company), B. Braun, Terumo
Medical Corporation of Japan, Medi-Hut, Inc. and Johnson & Johnson. Developers
of safety medical devices, which we compete against for license and
collaborative arrangements with medical device and pharmaceutical companies,
include Med-Design Corporation, New Medical Technologies, Retractable
Technologies, Inc., Univec, Inc. and Specialized Health Products International.
Our competitors have substantially greater assets, technical staffs, established
market shares, and greater financial and operating resources than we do. There
is no assurance that we can successfully compete. See "RISK FACTORS."
Traditionally, competition regarding non-safety medical devices was
primarily based upon price with little differentiation between products. We
expect our products to compete against both safety products and non-safety
products based upon safety and ease of use and disposal. Most of the safety
medical devices we will compete with are priced substantially above the cost of
non-safety products. Market demand for safety devices is being driven by the
estimated costs associated with accidental needlesticks and by government
mandates.
5. Sources of Raw Materials and the Names of Principal Suppliers
We do not presently manufacture any products, so we have no raw materials
requirements at this time. The materials used to make our planned products are
commercially available from a number of suppliers. The manufacturing process
will be highly technical and demanding, with very low fault tolerances. There is
no assurance that we will be able to engage a company capable of manufacturing
the safety syringe in a cost-effective manner or at all. See "RISK FACTORS."
6. Dependence on One or Few Major Customers
We anticipate that our safety syringe will be marketed to the entire field
of medical professionals. We do not anticipate being dependent on any particular
customer, however, at this time we cannot know if any one customer will account
for more than 1% of our anticipated safety syringe sales.
7. Patents, Trademarks, Licenses, Royalty Agreements or Labor Contracts
4
In June 2007, we filed four utility patents focused on its MRI imaging
software technology. These patents were based on the provisional patents filed
last June and acquired in the Clear Image Acquisition transaction earlier this
year. It is believed that these patents will provide the basis for a family of
MRI imaging and search product offerings and also firms up its established
intellectual property. See "RISK FACTORS".
Also in September 2005 we filed a patent under the Joint Venture with Globe
Med Tech, and the Company owns 50% of this pending patent. The Company filed a
lawsuit to rescind, terminate and seek monetary damages for the non-fulfillment
and breach of the joint venture agreement and other related agreements, in
addition to an accounting of expenditures of funds under the terms and
provisions of the agreements. (see Item 3 - Legal Proceedings and "RISK
FACTORS"). This patent was published January 13, 2009.
RMCP 3CC SAFETY SYRINGE PATENT. A U.S. patent covering our retractable
safety syringe design was published on January 28, 2005. This patent will expire
on April 9, 2023. The Company has not yet filed any applications for foreign
patent protection. If any foreign patents applications are filed, there is no
assurance that any foreign patents will be issued. See "RISK FACTORS."
RMCP BLOOD SAMPLING DEVICE PATENT. A U.S. patent covering the Company's
blood sampling device was published on April 10, 2003. The Company does plan to
devote development resources towards this product in 2009. The Company has not
filed any applications for foreign patent protection. See "RISK FACTORS." The
time limit for applying for a foreign patent on this device has expired.
PATENT APPLICATIONS FOR COLOR AND 3D MRI SOFTWARE TECHNOLOGY. In June 2007,
Clear Image filed four patent applications related to the Color MRI technology,
none of which has yet been published. There is no assurance that any of the
patent applications will be published or that any patent protection for the
Color MRI technology can or will be obtained.
EMPLOYMENT AGREEMENTS
Employment Agreement with Ron Wheet, CEO
-----------------------------------------
Effective March 31, 2008, the Company and Mr. Wheet, our CEO, entered into
a three year employment agreement. The agreement provides for an annual salary
of $225,000. As of December 31, 2008, the Company owed Mr. Wheet $154,474
pursuant to his prior employment agreement. He is responsible for the Company's
substantive and financial reporting requirements of the Securities Exchange Act
of 1934, as amended, and is specifically allowed to hire any and all
professionals necessary to assist that process. The Company will provide him
with all reasonable and customary fringe benefits, including, but not limited
to, participation in pension plans, profit sharing plans, employee stock
ownership plans, stock option plans (whether statutory or not), stock
appreciation rights plans, hospitalization, medical dental disability and life
insurance, car allowance, vacation and sick leave. The Company will reimburse of
all his reasonable and necessary travel, entertainment or other related expenses
incurred by him in carrying out his duties and responsibilities under the
agreement. The Company will also provide him with a cell phone, suitable office
space, and membership dues in professional organizations and for any seminars
and conferences related to Company business.
Mr. Wheet may elect, by written notice to the Company, to terminate his
employment with continued pay through the employment agreement term if (i) the
Company sells all of its assets, (ii) the Company merges with another business
entity with a change in control,(iii) more than 50% of the outstanding stock is
acquired by a third party, (iv) the Company requires Mr. Wheet to relocate or
assigns duties not commensurate with his position as CEO, (v) Mr. Wheet is
removed from the Board of Directors and (vi) the Company defaults in making
payments required to Mr. Wheet under this agreement. For two years following his
resignation or termination , Mr. Wheet will not work for or provide any services
in any capacity to any competitor and will not solicit any of the Company's
customers or accounts.
Amounts Accrued Pursuant To Other Employment Agreements
-------------------------------------------------------
As of December 31, 2008, the Company has accrued $984,128 pursuant to other
employment agreements. Although the Company plans to settle these amounts, there
is no assurance that its efforts to settle will be successful. No litigation
related to these employment agreements has been initiated or threatened. There
is no assurance, however, that such litigation will not be initiated in the
future.
5
Mutual Release and Settlement Agreement With Former CEO
--------------------------------------------------------
On April 14, 2006, the Company and its former CEO entered into a mutual
release and settlement agreement, pursuant to which the Company issued to the
former CEO a promissory note for $203,920 (amount outstanding at December 31,
2007) and a warrant to purchase up to 12,913,239 shares of common stock at
$0.001 per share on or before April 14, 2010. In addition, the mutual release
and settlement provides for continued indemnification of the former CEO and
mutual releases. The note, which is unsecured and is presently in default, bears
interest at 18% per year as the note was due April 14, 2007. As of December 31,
2007, the Company had accrued interest payable of $91,176, but at December 31,
2008 that accrued interest had been reduced to $41,469 due to partial repayment
as discussed below. The warrant is exercisable only to the extent that the
number of shares of common stock exercised plus the number of shares presently
owned by the warrant holder does not exceed 4.99% of the outstanding shares of
Common Stock of the Company on such date. The exercise limit is revocable by the
warrant holder upon 75 days prior notice to the Company. During the three months
ended March 31, 2006, the former CEO exercised warrants to purchase 6,000,000
shares of common stock. The exercise price of $6,000 was paid by reducing the
principal balance of the promissory note by $6,000. During the quarter ended
September 30, 2007, the Company issued 345,662 shares of common stock upon the
exercise of a warrant. The exercise price of $6,913 was paid by reducing the
principal balance of the promissory note payable by the Company.
On April 8, 2008, the Company entered into a Memorandum of Understanding
with its former CEO to settle this outstanding obligation through the issuance
of its common stock on a quarterly basis commencing May 8, 2008 for one year.
The value of the issuance of the common stock will be determined by the market
value of the ten day average price following May 8, 2008, through May 18, 2008.
During 2008, the Company issued 271,491 shares at a value of $133,030 to
partially repay this debt.
8. Need for Governmental Approval
Pursuant to the Federal Food, Drug and Cosmetic Act, the FDA regulates the
research, design, testing, manufacture, safety, labeling, storage, record
keeping, advertising and promotion, distribution, and production of medical
devices in the United States. The Company's safety needle devices are considered
to be medical devices, are subject to FDA regulation, and must receive FDA
approval prior to sale in the United States.
Medical devices are classified into one of three classes, depending on the
controls deemed by FDA to be necessary to reasonably ensure their safety and
effectiveness. Class I devices are subject to general controls (e.g. labeling,
pre-market notification and adherence to Quality System regulations, which have
replaced Good Manufacturing Practice regulations.) These devices are subject to
the lowest level of regulatory control. Class II devices are subject to general
controls and to special controls (e.g. performance standards, post-market
surveillance, patient registries, and FDA guidelines). Generally, Class III
devices are those that must receive pre-market approval by the FDA to ensure
their safety and effectiveness, and require clinical testing and FDA approval
prior to marketing and distribution. Class III devices are the most rigorously
regulated.
Generally, before a new device can be introduced into the market in the
United States, the manufacturer must obtain FDA clearance through a 510(k)
pre-market notification or approval of a premarket approval ("PMA") application.
If a medical device manufacturer can establish that a device is "substantially
equivalent" to a legally marketed Class I, Class II device, or a Class III
device for which FDA has not called for PMAs, the manufacturer may seek
clearance from FDA to market the device by filing a 510(k) pre-market
notification. The 510(k) pre-market notification will need to be supported by
appropriate data establishing the claim of substantial equivalence to the
satisfaction of the FDA.
If the Company or its collaborative partners cannot establish that the
Company's safety needle devices are substantially equivalent to legally marketed
predicate devices, pre-market approval of the device through submission of a PMA
application must be obtained. A PMA application must be supported by valid
scientific evidence, including pre-clinical and clinical trial data, as well as
extensive literature to demonstrate a reasonable assurance of the safety and
effectiveness of the device. The PMA represents the most rigorous form of FDA
regulatory approval.
The Medical Device User Fee and Modernization Act, enacted in 2002,
authorizes the FDA to assess and collect review fees for Section 510(k)
pre-market notifications and pre-market approval applications filed on or after
October 1, 2002. Fees for fiscal year 2007 for small businesses (companies with
less than $100 million in sales) range from $3,326 for Section 510(k) pre-market
notifications to $107,008 for PMAs, although fee reductions and waivers are
available for companies qualifying as small businesses.
6
There is no assurance that any of our other planned products will qualify
for the 510(k) pre-market notification approval process or that the Company will
have the funds necessary to seek FDA approval. There is no assurance that any of
our other planned products will obtain FDA approval.
If FDA approval is received, however, then the Company and/or its
collaborative partner (depending on who is manufacturing and marketing) would
also be required to comply with FDA post-market reporting requirements,
including the submission of reports on certain adverse events and malfunctions,
and requirements governing the promotion of medical devices. In addition,
modifications to our devices may require the filing of new 510(k) submissions or
pre-market approval supplements, and we will need to comply with FDA regulations
governing medical device manufacturing practices. The FDA requires medical
device manufacturers to register as such and subjects them to periodic FDA
inspections of their manufacturing facilities. The FDA requires that medical
device manufacturers produce devices in accordance with the FDA's current
Quality System Regulation (QSR), which governs the methods, facilities and
controls used for the design, manufacture, testing, packaging, labeling and
storage of medical devices.
There is a different set of regulatory requirements in place for the
European Union (EU). In the EU the company putting a medical device onto the
market must comply with the requirements of the Medical Devices Directive (MDD)
and affix the CE mark to the product to attest to such compliance. To achieve
this, the medical devices in question must meet the "essential requirements"
defined under the MDD relating to safety and performance, and the relevant
company must successfully undergo a verification of its regulatory compliance by
a third party standards certification provider, known as "Notified Body." The
nature of the assessment will depend on the regulatory class of products
concerned, which in turn determines the precise form of testing to be undertaken
by the Notified Body.
The requirements of the MDD must be complied with by the "manufacturer of
the device," which is defined as the party responsible for the design,
manufacture, packaging and labeling of the device before it is placed on the EU
market, regardless of whether these operations are carried out by this entity or
on its behalf.
Accordingly, where medical devices are marketed by our potential licensees
or by collaborative partners under their names, compliance with the MDD will be
their responsibility. In the event that we decide to manufacture devices to be
distributed in the EU market under our name, all compliance responsibilities
will be borne by us.
There may be numerous other approvals needed before our products can be
sold in countries other than the United States or the European Union. There is
no assurance that the Company or its collaborative partners, if any, will be
successful in obtaining such approvals.
9. Effect of Existing or Probable Governmental Regulation
Regulatory actions at the federal and state level promote the use of safety
needles to reduce the risk of accidental needlesticks. On July 1, 1999,
California, through its state Occupational Safety and Health Administration
(OSHA) program, began requiring the use of safety needles. Other states such as
Texas, Tennessee, Maryland and New Jersey have passed similar legislation.
On November 6, 2000, President Clinton signed the Needlestick Safety and
Prevention Act amending OSHA's Bloodborne Pathogens Standard to require that
employers implement the use of safer medical devices in their facilities. To
implement the statutory mandates in the Needlestick Safety and Prevention Act,
OSHA has issued a number of further revisions to its Bloodborne Pathogens
Standard. The revised standard became effective on April 18, 2001. The new
standard provisions impose several needle device safety requirements on
employers, including:
- evaluation and implementation of safer needle devices as part of the
re-evaluation of appropriate engineering controls during an employer's
annual review of its exposure control plan;
- documentation of the involvement of non-managerial, frontline employees
in choosing safer needle devices; and
- establishment and maintenance of a sharps injury log for recording
injuries from contaminated sharps.
7
On November 27, 2001, OSHA issued a compliance directive (CPL 2-2.69) that
advises OSHA's regional offices on the proper interpretation and enforcement of
the revised Bloodborne Pathogens Standard provisions. The compliance directive
confirms that the consideration of safer needle devices, in annually reviewing
and updating the exposure control plan, is a critical element of the Bloodborne
Pathogens Standard. The directive also stresses that the standard requires
employers to use engineering controls (e.g., safer needle devices) if such
controls will remove or eliminate the hazards to employees. As a result of these
regulatory actions, we anticipate that the demand for safety medical devices
such as those we have designed will continue to increase for the foreseeable
future.
10. Estimate of the Amount Spent on Research and Development
R&D expenses for our retractable safety syringe design were $246,040 and $0
in 2008 and 2007, respectively.
11. Costs and effects of environmental compliance
The Company has not spent any sums on environmental compliance and does not
expect to be required to spend any sums on environmental compliance in the
future, unless the Company chooses to become a manufacturer of its own products,
which is not likely. Should the Company be successful in establishing
collaborative arrangements with an established manufacturer, all environmental
costs would be borne by the manufacturer.
12. Number of total employees and number of full time employees
We presently have no full-time employees. Services such as product design
and development, accounting and financial reporting are provided by third
parties on a contract basis. Consequently, developing our business may require a
greater period of time than if we had full time employees. See "RISK FACTORS."
RISK FACTORS
You should carefully consider the risks described below, together with all
of the other information included in this report, in considering our business
and prospects. The risks and uncertainties described below are not the only ones
facing the Company. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial also may impair our business operations.
The occurrence of any of the following risks could harm our business, financial
condition or results of operations.
BECAUSE WE HAVE NO PRODUCTS FOR SALE, WE DO NOT GENERATE REVENUE AND DO NOT HAVE
OTHER RESOURCES TO FUND OPERATIONS; THESE CONDITIONS RAISE SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
Because the Company's planned products are in the development stage, the
Company has no revenue, earnings or cash flow to be self-sustaining. It could be
several more years before the Company can expect to have sales. The Company's
independent accountants have stated, in their opinion to the audited financial
statements for the period ended December 31, 2008, "the Company is a development
stage company with insufficient revenues to fund development and operating
expenses. The Company also has insufficient cash to fund obligations as they
become due. These conditions raise substantial doubt about its ability to
continue as a going concern." Our failure to obtain the funding necessary to
continue our activities will have a material adverse effect on our business,
financial condition, and on the price of our common stock.
WE REQUIRE SUBSTANTIAL ADDITIONAL CAPITAL TO CONTINUE DEVELOPING OUR PLANNED
PRODUCTS. WE MAY HAVE DIFFICULTY RAISING CAPITAL WHEN WE NEED IT, OR AT ALL.
RAISING SUCH CAPITAL MAY DILUTE STOCKHOLDER VALUE. IF WE ARE UNABLE TO RAISE
CAPITAL, WE MAY BE REQUIRED TO LIMIT OR CEASE OUR OPERATIONS, OR OTHERWISE
MODIFY OUR BUSINESS STRATEGY.
As of December 31, 2008, the Company did not have and continues to not have
sufficient cash to pay present obligations as they become due. We are searching
for additional financing to generate the liquidity necessary to continue our
operations.
8
Due to current economic conditions and the Company's risks and
uncertainties, there is no assurance that we will be able to raise any
additional capital on acceptable terms, if at all. Because of these
uncertainties, the auditors have expressed substantial doubt about our ability
to continue as a going concern. We do not presently have any investment banking
or advisory agreements in place and due to the Company'srisks and uncertainties,
there is no assurance that we will be successful in establishing any such
agreements. Even if such agreements are established, there is no assurance that
they will result in any funding. If we obtain additional funds by selling any of
our equity securities or by issuing common stock to pay current or future
obligations, the percentage ownership of our stockholders will be reduced,
stockholders may experience additional dilution, or the equity securities may
have rights preferences or privileges senior to the common stock. If adequate
funds are not available to us on satisfactory terms, we may be required to cease
operating or otherwise modify our business strategy.
We will require substantial additional capital thereafter to commercialize
our planned products. Our commercialization efforts will include, but are not
limited to, entering into agreements with third parties for manufacturing
(including building molds, designing manufacturing processes and obtaining
specialized equipment for our retractable safety syringe), marketing and
distribution, and obtaining FDA and/or other regulatory approvals, all of which
are necessary before our planned products can be sold and which may take a
significant amount of time, if not years, to complete.
Due to the current economic conditions and the risks and uncertainties
surrounding our Company, we may not be able to secure additional financing on
acceptable terms, if at all. If we obtain additional funds by selling any of our
equity securities, the percentage ownership of our stockholders will be reduced,
stockholders may experience substantial dilution, the price of our common stock
may decline, or the equity securities issued may have rights, preferences or
privileges senior to the common stock. To the extent that services are paid for
with common stock or stock options that are exercised and sold into the market,
the market price of our common stock could decline and your ownership interest
will be diluted. If adequate funds are not available to us on satisfactory
terms, we will be required to limit or cease our operations, or otherwise modify
our business strategy, which could materially harm our future business
prospects.
IF WE DO NOT OBTAIN FDA APPROVAL FOR OUR FUTURE PLANNED PRODUCTS THEN OUR FUTURE
PROSPECTS WILL BE HARMED.
Our future planned products will require FDA approval before they can be
sold in the United States. There are some planned products for which we have not
yet applied for or received FDA approval. However we have received FDA approval
on our Rec Vac Safety Syringe. Our Rev Color and 3D MRI software technology does
not require FDA approval for educational and research purposes. We will begin to
market these two products for only educational and research purposes very soon.
There is no assurance that our other planned products will qualify for the FDA's
510(k) pre-market notification approval process, which is less rigorous than a
PMA.
The FDA approval process can take years and be expensive, especially if a
PMA is required. A PMA is much more rigorous and expensive to complete than a
510(k). In addition, the Medical Device User Fee and Modernization Act, enacted
in 2002, now allows the FDA to assess and collect user fees for 510(k) and for
PMA applications. Fees for fiscal year 2007 for small businesses (companies with
less than $100 million in sales) range from $3,326 for Section 510(k) pre-market
notifications to $107,008 for PMAs, although fee reductions and waivers are
available for companies qualifying as small businesses. There is no assurance
that we will qualify for fee reductions or waivers or that we will have the
funds necessary to apply for or obtain FDA approval for our planned products.
The FDA approval process could take a significant amount of time, if not years,
to complete and there is no assurance that FDA approval will ever be obtained.
If FDA approval is not obtained, then we will not be able to sell our products
in the United States, which would have a material adverse effect on our future
business prospects.
OUR PLANNED PRODUCTS MAY PROVE TO BE TOO EXPENSIVE TO MANUFACTURE AND MARKET
SUCCESSFULLY, WHICH WOULD HARM OUR FUTURE PROSPECTS.
Our planned products may prove to be too expensive to manufacture and
market successfully. Market acceptance of our products will depend in large part
upon our ability to demonstrate the operational and safety advantages of our
product as well as the cost effectiveness of our product compared to both
standard and other safety needle products. If we are unable to produce products
that are competitive with standard products, we will not be able to sell our
products. This could have a material adverse effect on our operations.
IF WE ARE NOT ABLE TO ENTER INTO MANUFACTURING ARRANGEMENTS FOR OUR PLANNED
PRODUCTS THEN OUR FUTURE PROSPECTS WILL BE HARMED.
9
We have no experience in establishing, supervising or conducting commercial
manufacturing. We plan to rely on third party contractors to manufacture our
planned products. We may never be successful in establishing manufacturing
capabilities for our planned products. Relying on third parties may expose us to
the risk of not being able to directly oversee the manufacturing process, which
may adversely affect the production and quality of our planned products.
Furthermore, these third-party contractors, whether foreign or domestic, may
experience regulatory compliance difficulty, mechanical shutdowns, employee
strikes, or other unforeseeable acts that may delay or prevent production. We
may not be able to manufacture our retractable safety needle in sufficient
quantities at an acceptable cost, or at all, which could materially adversely
affect our future prospects.
IF WE ARE NOT ABLE TO ESTABLISH MARKETING, SALES AND DISTRIBUTION ARRANGEMENTS
FOR OUR SAFETY NEEDLE DEVICES THEN OUR FUTURE PROSPECTS WILL BE HARMED.
We must establish marketing, sales and distribution capabilities before our
planned products can be sold. We have no experience in establishing such
capabilities. Until we have established manufacturing arrangements, we do not
plan to devote any meaningful time or resources to establishing marketing sales
or distribution capabilities. We intend to enter into agreements with third
parties in the future to market, sell and distribute our planned products.
However, we may be unable to establish or maintain third-party relationships on
a commercially reasonable basis, if at all. In addition, these third parties may
have similar or more established relationships with our competitors.
If we do not enter into relationships with third parties to market, sell
and distribute our planned products, we will need to develop our own such
capabilities. We have no experience in developing, training or managing a sales
force. If we choose to establish a direct sales force, we will incur substantial
additional expenses in developing, training and managing such an organization.
We may not be able to build a sales force on a cost effective basis or at all.
Any such direct marketing and sales efforts may prove to be unsuccessful. In
addition, we will compete with many other companies that currently have
extensive and well-funded marketing and sales operations. Our marketing and
sales efforts may be unable to compete against these other companies. We may be
unable to establish a sufficient sales and marketing organization on a timely
basis, if at all. We may be unable to engage qualified distributors. Even if
engaged, they may fail to satisfy financial or contractual obligations to us.
They may fail to adequately market our products. They may cease operations with
little or no notice to us or they may offer, design, manufacture or promote
competing products.
IF WE ARE UNABLE TO PROTECT OUR FUTURE PLANNED PRODUCTS, OR TO AVOID INFRINGING
ON THE RIGHTS OF OTHERS, OUR ABILITY TO COMPETE WILL BE IMPAIRED.
The Company does not yet have patent protection for some of its planned
products and there is no assurance that such patent protections will be sought
or secured. However, we do have U.S. patent protection for the Rec Vac Safety
Syringe. We do not have foreign patent protection for some of our planned
products. However, in December 2008, we commenced our application for foreign
patent protection for our Rev Color and 3D MRI software technology. There is no
assurance that we will have the financial resources to apply for other U.S. or
foreign patent protections, that such U.S. or foreign patent protections will be
available to us or if available, that they will result in any meaningful
protection for our planned products. Even if we are successful in obtaining
patent protection, whether in the U.S. or abroad, it may not afford protection
against competitors with similar technology. Furthermore, others may
independently develop similar technologies or duplicate our technology.
Our commercial success depends in part on our avoiding the infringement of
patents and proprietary rights of other parties and developing and maintaining a
proprietary position with regard to our own technologies and products. We cannot
predict with certainty whether we will be able to enforce our patents. We may
lose part or all of patents we may receive in the future as a result of
challenges by competitors. Patents that may be issued, or publications or other
actions could block our ability to obtain patents or to operate as we would
like. Others may develop similar technologies or duplicate technologies that we
have developed or claim that we are infringing their patents.
Although we rely on trade secrets to protect our technology and require
certain parties to execute nondisclosure and non-competition agreements, these
agreements could be breached, and our remedies for breach may be inadequate. In
addition, our trade secrets may otherwise become known or independently
discovered by our competitors. If we lose any of our trade secrets, our business
and ability to compete could be harmed.
10
Despite our efforts to protect our proprietary rights, we face the risks
that pending patent applications may not be issued, that patents issued to us
may be challenged, invalidated or circumvented; that unauthorized parties may
obtain and use information that we regard as proprietary; that intellectual
property laws may not protect our intellectual property; and effective
protection of intellectual property rights may be limited or unavailable in
China, where we plan to manufacture our retractable safety syringe, or in other
foreign countries where we may manufacture and/or sell our retractable safety
needle devices. The lack of adequate remedies and impartiality under any foreign
legal system may adversely impact our ability to protect our intellectual
property.
We may become involved in litigation or interference proceedings declared
by the U.S. Patent and Trademark Office, or oppositions or other intellectual
property proceedings outside of the United States. If any of our competitors
have filed patent applications or obtained patents that claim inventions that we
also claim, we may have to participate in an interference proceeding to
determine who has the right to a patent for these inventions in the United
States. If a litigation or interference proceeding is initiated, we may have to
spend significant amounts of time and money to defend our intellectual property
rights or to defend against infringement claims of others. Litigation or
interference proceedings could divert our management's time and effort. Even
unsuccessful claims against us could result in significant legal fees and other
expenses, diversion of management time and disruption in our business. Any of
these events could harm our ability to compete and adversely affect our
business.
An adverse ruling arising out of any intellectual property dispute could
invalidate or diminish our intellectual property position. An adverse ruling
could also subject us to significant liability for damages, prevent us from
using processes or products, or require us to license intellectual property from
third parties. Costs associated with licensing arrangements entered into to
resolve litigation or an interference proceeding may be substantial and could
include ongoing royalties. We may not be able to obtain any necessary licenses
on satisfactory terms or at all.
WE MUST OBTAIN REGULATORY APPROVALS IN FOREIGN JURISDICTIONS TO MARKET OUR
PRODUCTS ABROAD
Whether or not FDA approval has been obtained, we must secure approval for
our future planned products by the comparable non-U.S. regulatory authorities
prior to the commencement of marketing of the product in a foreign country. The
process of obtaining these approvals will be time consuming and costly. The
approval process varies from country to country and the time needed to secure
additional approvals may be longer than that required for FDA approval. These
applications may require the completion of pre-clinical and clinical studies and
disclosure of information relating to manufacturing and controls. Unanticipated
changes in existing regulations or the adoption of new regulations could affect
the manufacture and marketing of our products.
IF WE ARE NOT ABLE TO COMPETE SUCCESSFULLY, THEN OUR BUSINESS PROSPECTS WILL BE
MATERIALLY ADVERSELY AFFECTED.
Our retractable safety syringe, if developed and commercialized, will
compete in the United States and abroad with the safety needle devices and
standard non-safety needle devices manufactured and distributed by companies
such as Becton Dickinson, Tyco International, Inc. (Kendall Healthcare Products
Company), B. Braun, Terumo Medical Corporation of Japan, Med-Hut, Inc. and
Johnson & Johnson. Developers of safety needle devices against which we could
compete include Med-Design Corp., New Medical Technologies, Retractable
Technologies, Inc., Univec, Inc. and Specialized Health Products International,
Inc. Our Color MRI technology, if developed, approved and commercialized, will
compete in the United States and abroad against technologies manufactured and
distributed by companies such as GE and Siemens. Most of our competitors are
substantially larger and better financed than we are and have more experience in
developing medical devices and/or software than we do. These competitors may use
their substantial resources to improve their current products or to develop
additional products that may compete more effectively with our planned products,
or may render our planned products obsolete. In addition, new competitors may
develop products that compete with our planned products, or new technologies may
arise that could significantly affect the demand for our planned products. Even
if we are successful in bringing our planned products to market, there is no
assurance that we can successfully compete. We cannot predict the development of
future competitive products or companies.
In the U.S., the vast majority of decisions relating to the contracting for
and purchasing of medical supplies are made by the representatives of group
purchasing organizations ("GPOs") rather than the end-users of the product
(nurses, doctors, and testing personnel). GPOs and manufacturers often enter
into long-term exclusive contracts which can prohibit entry in the marketplace
by competitors. In the needle and syringe market, the market share leader, BD,
has utilized, among other things, long-term exclusive contracts which have
restricted entry into the market by most of our competitors. We may not be
successful in obtaining any contracts with GPO's, which would severely limit our
product's marketability in the U.S. We will be materially adversely affected if
we are unable to compete successfully.
11
WE ARE VULNERABLE TO SUPERIOR COMPETING PRODUCTS OR NEW TECHNOLOGIES THAT COULD
MAKE OUR RETRACTABLE SAFETY NEEDLE DEVICES OBSOLETE
We are vulnerable to the development of superior competing products and to
changes in technology which could eliminate or reduce the need for our products.
If a superior technology is created, the demand for our product could greatly
diminish causing our commercialization efforts and future prospects to be
materially adversely affected.
BECAUSE WE RELY ON THIRD PARTIES FOR RESEARCH AND DEVELOPMENT ACTIVITIES
NECESSARY TO COMMERCIALIZE OUR PRODUCT, WE HAVE LESS DIRECT CONTROL OVER THOSE
ACTIVITIES. THIS COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR FUTURE PROSPECTS.
We do not maintain our own laboratory and we do not employ our own
researchers. We have contracted with third parties in the past to conduct
research, development and testing activities and we expect to continue to do so
in the future. Because we rely on such third parties, we have less direct
control over those activities and cannot assure you that the research will be
done properly or in a timely manner, or that the results will be reproducible.
Our inability to conduct research and development may delay or impair our
ability to develop, obtain approval for and commercialize our retractable safety
syringe. The cost and time to establish or locate an alternative research and
development facility to develop our technology could have a materially adverse
effect on our future prospects.
YOUR OWNERSHIP INTEREST MAY BE DILUTED AND THE VALUE OF THE SHARES OF OUR COMMON
STOCK MAY DECLINE BY THE EXERCISE OF STOCK OPTIONS WE HAVE GRANTED OR MAY GRANT
IN THE FUTURE AND BY THE COMMON STOCK WE HAVE ISSUED OR WILL ISSUE IN THE
FUTURE.
As of March 17, 2009, we had a total of 10,360,000 options outstanding,
which consisted of options to purchase up to 110,000 shares of common stock at
exercise prices ranging from $1.00 to $10.00 per share (of which all were
exercisable). 10,250,000 of the options were granted during 2008 and 2007 at a
weighted average price of $0.10 per share and are considered to be "in the
money" at March 17, 2009. (the exercise price is less than the market price of
our common stock). The remaining 110,000 options outstanding are presently "out
of the money". We may decide, however, to modify the terms and/or exercise price
of these "out of the money" options. To the extent that the outstanding options
to purchase our common stock are exercised, your ownership interest may be
diluted. If the options are exercised and sold into the market, they could cause
the market price of our common stock to decline. $10,250,000 of the options
outstanding as of March 17, 2009 were granted to officers or directors.
From time to time the Company has issued and plans to continue to issue
shares of its common stock to pay current and future obligations. During 2008,
the Company issued 1,419,704 shares for services. If and when, and to the extent
that, those shares are sold into the market, they could cause the market price
of our common stock to decline.
As of March 17, 2009, we had 250,000,000 shares authorized and 29,831,813
shares outstanding. The authorized but unissued shares have the same rights and
privileges as the common stock presently outstanding. The unissued authorized
shares can be issued without further action of the shareholders. If and when,
and to the extent that, the unissued authorized shares are issued and sold into
the market, they could cause the market price of our common stock to decline.
THE LOSS OF THE SERVICES OF CERTAIN THIRD PARTIES AND OUR OFFICER AND DIRECTOR
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
We are dependent upon the services of third parties related to development
and commercialization of our planned products. The loss of their services and
the inability to retain acceptable substitutes could have a material adverse
effect on our future prospects. We are also dependent upon the services of Ron
Wheet, our officer and director. The loss of his services or our inability to
retain suitable replacements could have a material adverse effect on our ability
to continue operating.
BECAUSE WE HAVE LIMITED EXPERIENCE IN THE MEDICAL DEVICE INDUSTRY, OUR BUSINESS
MAY TAKE LONGER TO DEVELOP, WHICH COULD ADVERSELY AFFECT OUR FUTURE PROSPECTS.
We have had limited experience in the medical device industry.
Consequently, our business may take longer to develop, which could adversely
affect our future prospects.
IF WE CANNOT GENERATE ADEQUATE, PROFITABLE SALES OF OUR PLANNED PRODUCTS, WE
WILL NOT BE SUCCESSFUL
12
In order to succeed as a company, we must develop commercially viable
products and sell adequate quantities at a high enough price to generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a commercially viable product, a number of factors may affect future sales of
our product. These factors include:
- Whether we will be successful in obtaining FDA approval in the future;
- Whether physicians, patients and clinicians accept our product as a
viable, safe alternative to the standard medical syringe;
- Whether the cost of our product is competitive in the medical
marketplace; and
- Whether we successfully contract the manufacture and marketing of the
syringe to third parties or develop such capabilities ourselves
OUR PLANNED PRODUCTS, IF SUCCESSFULLY COMMERCIALIZED, COULD BE EXPOSED TO
SIGNIFICANT PRODUCT LIABILITY CLAIMS WHICH COULD BE TIME CONSUMING AND COSTLY TO
DEFEND, DIVERT MANAGEMENT ATTENTION AND ADVERSELY IMPACT OUR ABILITY TO OBTAIN
AND MAINTAIN INSURANCE COVERAGE, WHICH COULD JEOPARDIZE OUR LICENSE.
The testing, manufacture, marketing and sale of our planned products will
involve an inherent risk that product liability claims will be asserted against
us. We currently do not have insurance which relates to product liability, but
will seek to obtain coverage at such time as we have a product ready to sell,
although there is no assurance we will be able to obtain or to pay for such
coverage. Even if we obtain product liability insurance, it may prove inadequate
to cover claims and/or costs related to potential litigation. The costs and
availability of product liability insurance are unknown. Product liability
claims or other claims related to our planned product, regardless of their
outcome, could require us to spend significant time and money in litigation or
to pay significant settlement amounts or judgments. Any successful product
liability or other claim may prevent us from obtaining adequate liability
insurance in the future on commercially desirable or reasonable terms. In
addition, product liability coverage may cease to be available in sufficient
amounts or at an acceptable cost. Any inability to obtain sufficient insurance
coverage at an acceptable cost or otherwise to protect against potential product
liability claims could prevent or inhibit the commercialization of our planned
product. A product liability claim could also significantly harm our reputation
and delay market acceptance of our planned products.
STRINGENT, ONGOING GOVERNMENT REGULATION AND INSPECTION OF OUR PLANNED PRODUCTS
COULD LEAD TO DELAYS IN MANUFACTURE, MARKETING AND SALES
The FDA continues to review products even after they receive FDA approval.
If and when the FDA approves our planned products, manufacturing and marketing
will be subject to ongoing regulation, including compliance with current Good
Manufacturing Practices, adverse reporting requirements and the FDA's general
prohibitions against promoting products for unapproved or "off-label" uses. We
and any third party manufacturers we may use are also subject to inspection and
market surveillance by the FDA for compliance with these and other requirements.
Any enforcement action resulting from failure to comply with these requirements
could affect the manufacture and marketing of our planned products. In addition,
the FDA can withdraw a previously approved product from the market at any time,
upon receipt of newly discovered information.
HEALTHCARE REFORM AND CONTROLS ON HEALTHCARE SPENDING MAY LIMIT THE PRICE WE CAN
CHARGE FOR OUR PLANNED PRODUCTS AND THE AMOUNT WE CAN SELL
The federal government and private insurers have considered ways to change,
and have changed, the manner in which healthcare services are provided in the
United States. Potential approaches and changes in recent years include controls
on healthcare spending and the creation of large purchasing groups. In the
future, it is possible that the government may institute price controls and
limits on Medicare and Medicaid spending. These controls and limits might affect
the payments we collect from sales of our product, if and when it is
commercially available. Assuming we succeed in bringing our product to market,
uncertainties regarding future healthcare reform and private practices could
impact our ability to sell our product in large quantities at profitable
pricing.
It is quite possible that new regulations could be proposed and adopted
which could restrict marketing of our products. Although we are not presently
aware of any such pending or proposed regulations, there is no assurance that
they will not be enacted or imposed.
UNCERTAINTY OF THIRD-PARTY REIMBURSEMENT COULD AFFECT OUR ABILITY TO SELL OUR
PLANNED PRODUCTS AT A PROFIT
Sales of medical products largely depend on the reimbursement of patients'
medical expenses by governmental healthcare programs and private health
insurers. There is no guarantee that governmental healthcare programs or private
health insurers will cover the cost of our product, if and when it is
commercially available, or permit us to sell our product at a high enough price
to generate a profit.
13
OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR STOCK MORE DIFFICULT
Since inception in 1986, we have engaged primarily in research and
development, technology licensing, and raising capital. This limited history may
not be adequate to enable you to fully assess our ability to develop and
commercialize our planned products and to achieve market acceptance of our
planned products and to respond to competition.
WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES
We have had annual losses since our inception in 1986. We expect to
continue to incur losses until we can sell enough products at prices high enough
to generate a profit. As of December 31, 2008, we had accumulated a deficit of
$(20,537,717). There is no assurance that our planned products will be
commercially viable. There is no assurance that we will generate revenue from
the sale of our planned products or that we will achieve or maintain profitable
operations.
OUR STOCK PRICE IS VOLATILE AND YOUR INVESTMENT IN OUR SECURITIES COULD DECLINE
IN VALUE, RESULTING IN SUBSTANTIAL LOSSES TO YOU
The market price of our common stock, which is over the counter
(OTCBB:RMCP), has been, and may continue to be, highly volatile. Our stock began
trading over the counter bulletin board on May 1, 20089. Factors such as
announcements of product development progress, financings, technological
innovations or new products, either by us or by our competitors or third
parties, as well as market conditions within the medical devices industry may
have a significant impact on the market price of our common stock. In general,
medical device stocks tend to be volatile even during periods of relative market
stability because of the high rates of failure and substantial funding
requirements associated with medical device companies. Market conditions and
conditions of the medical device sector could also negatively impact the price
of our common stock.
BECAUSE OUR STOCK IS CONSIDERED TO BE A "PENNY STOCK", YOUR ABILITY TO SELL YOUR
STOCK MAY BE LIMITED
The Penny Stock Act of 1990 requires specific disclosure to be made
available in connection with trades in the stock of companies defined as "penny
stocks". The Securities and Exchange Commission (SEC) has adopted regulations
that generally define a penny stock to be any equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. If an
exception is unavailable, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risk associated therewith as well as the written
consent of the purchaser of such security prior to engaging in a penny stock
transaction. The regulations on penny stock may limit the ability of the
purchasers of our securities to sell their securities in the secondary
marketplace.
ALTHOUGH WE BELIEVE THAT OUR SYSTEM OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS
OVER FINANCIAL REPORTING ARE ADEQUATE, SUCH CONTROLS ARE SUBJECT TO INHERENT
LIMITATIONS.
Although we believe that our system of disclosure controls and internal
controls over financial reporting are adequate, we cannot assure you that such
controls will prevent all errors or all instances of fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system's objectives will be met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company will be detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures. Because of the inherent
limitation of a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.
MR. WHEET, OUR CEO AND A DIRECTOR, HAS VOTING CONTROL OF THE COMPANY AND CAN
UNILATERALLY MAKE BUSINESS DECISIONS FOR US. ALTHOUGH WE HAVE TWO OUTSIDE
DIRECTORS, THERE ARE NO PROCEDURES IN PLACE TO RESOLVE POTENTIAL CONFLICTS AND
TO EVALUATE RELATED PARTY TRANSACTIONS THAT ARE TYPICALLY REVIEWED BY
INDEPENDENT DIRECTORS.
14
Because Mr. Wheet owns 1,000,000 Series 2007 Preferred shares, which gives
him the right to vote 125 shares to one in addition to the shares of common
stock he already owns, voting together as a single class with the Company's
common stock, he controls a majority of the Company's common stock and can
unilaterally make business decisions on our behalf. Although we recently
appointed two outside directors, there are no procedures in place to resolve
potential conflicts and evaluate related party transactions that are typically
reviewed by independent directors.
WE DO NOT EXPECT TO PAY DIVIDENDS
We have not declared or paid, and for the foreseeable future we do not
anticipate declaring or paying, dividends on our common stock.
ITEM 2. DESCRIPTION OF PROPERTY
None
ITEM 3. LEGAL PROCEEDINGS.
On November 3, 2005, the Company and Globe Med Tech, Inc. entered into a
definitive joint venture agreement to patent, develop, manufacture, market and
distribute safety needle products throughout the world. In connection with the
agreement, the Company issued restricted shares of its common stock, valued at
$625,066, to Globe. Subsequent to December 31, 2006, the Company ended the joint
venture and cancelled the shares common stock and options that were issued to
Globe pursuant to the agreement. On March 1, 2007, the Company filed a lawsuit
in the District Court of Tulsa County, Oklahoma against Globe Med Tech, Inc. to
rescind, terminate and seek monetary damages for the non-fulfillment and breach
of the joint venture agreement entered into November 3, 2005 and other related
agreements, in addition to an accounting of expenditures of funds under the
terms and provisions of the agreements. On May 11, 2007, a partial default
judgment against Globe was granted by the District Court of Harris County,
Texas. The partial default judgment as to liability only was granted with
respect to the Company's causes of action against Globe for breach of contract,
conversion and common law fraud with respect to the Company's Original Petition
and Application for Temporary and Permanent Injunctions against Globe on January
30, 2007. On August 13, 2007, the Company was granted a final default judgment
for permanent injunctive relief and for damages in the amount of $14,029,000
against Globe. Globe has appealed the judgment. On November 23, 2007, the Court
signed an order granting Globe's Motion for New Trial and setting aside the
Final Default Judgment entered in favor of the Company on August 13, 2007.
On October 29, 2008, the Company filed a lawsuit in the district court of
Harris County Texas for fraud and contempt of court for Globe Med Tech and the
CFO individually. A hearing is currently set for May 1, 2009.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
(a) Market Information
Our common stock is traded over the counter under the trading symbol
"RMCP". The high and low prices for our common stock during the calendar
quarters ended were:
Quarter ended High Low
- ------------- ---- ---
December 31, 2008 $0.480 $0.140
September 30, 2008 $0.570 $0.260
June 30, 2008 $0.590 $0.120
March 31, 2008 $0.205 $0.069
December 31, 2007 $0.300 $0.060
September 30, 2007 $0.650 $0.260
June 30, 2007 $1.000 $0.410
March 31, 2007 $1.250 $0.180
15
Quotations on the OTC bulletin board reflect bid and ask quotations, may reflect
inter-dealer prices, without retail markup, markdown or commission, and may not
represent actual transactions.
(b) Holders
As of March 17, 2009, we estimate that there were approximately 640 holders
of record of our common stock. This figure does not take into account those
shareholders whose certificates are held in the name of broker-dealers or other
nominees.
(c) Dividends
We have not declared any dividends in the past, and we do not plan to
declare dividends in the future.
ITEM 6. PLAN OF OPERATION
The following discussion of our cash requirements and liquidity and
resources contains forward-looking statements that are based upon current
expectations. These forward-looking statements fall within the meaning of the
federal securities laws that relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "expect," "plan," "anticipate," "believe,"
"estimate," "intend," "potential" or "continue" or the negative of these terms
or other comparable terminology. Forward-looking statements involve risks and
uncertainties. Our actual results and the timing of events could differ
materially from those anticipated in our forward-looking statements as a result
of many factors; including, our ability to obtain financing when needed. A
discussion of these risks and uncertainties can be found under the heading "RISK
FACTORS" and elsewhere in this report. We cannot guarantee future results,
levels of activity, performance or achievements. We assume no obligation to
update any of the forward-looking statements after the date of this report or to
conform these forward-looking statements to actual results.
1. Plan of Operation for the Next Twelve Months
(i) Cash Requirements
LIQUIDITY, CAPITAL RESOURCES AND CASH REQUIREMENTS
As of December 31, 2008, the Company did not have and continues to not have
sufficient cash to pay present obligations as they become due. We are searching
for additional financing to generate the liquidity necessary to continue our
operations. Due to current economic conditions and the Company's risks and
uncertainties, there is no assurance that we will be able to raise any
additional capital on acceptable terms, if at all. Because of these
uncertainties, the auditors have expressed substantial doubt about our ability
to continue as a going concern. We do not presently have any investment banking
or advisory agreements in place and due to the Company's risks and
uncertainties, there is no assurance that we will be successful in establishing
any such agreements. Even if such agreements are established, there is no
assurance that they will result in any funding. If we obtain additional funds by
selling any of our equity securities or by issuing common stock to pay current
or future obligations, the percentage ownership of our stockholders will be
reduced, stockholders may experience additional dilution, or the equity
securities may have rights preferences or privileges senior to the common stock.
If adequate funds are not available to us on satisfactory terms, we may be
required to cease operating or otherwise modify our business strategy. See "RISK
FACTORS."
Because we do not currently generate any cash from operations and have no
credit facilities available, our only means of funding is through the sale of
our common stock. We presently have 250,000,000 shares of common stock
authorized, of which 26,883,195 shares were issued and outstanding as of March
17, 2009. If we obtain additional funds by selling any of our equity securities
or by issuing common stock to pay current or future obligations, the percentage
ownership of our stockholders will be reduced, stockholders may experience
additional dilution, or the equity securities may have rights preferences or
privileges senior to the common stock. If adequate funds are not available to us
when needed on satisfactory terms, we may be required to cease operating or
otherwise modify our business strategy.
(ii) Product Development and Research Plan for the Next Twelve Months
If the Company raises the necessary funds, the Company plans to complete
the development and beta testing of the Color MRI software.
(iii) Expected Purchase or Sale of Plant and Significant Equipment.
None.
(iv) Expected Significant Changes in the Number of Employees
None.
16
ITEM 7. FINANCIAL STATEMENTS
See Part F/S
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 8A. CONTROLS AND PROCEDURES
The Company's disclosure controls and procedures are designed to ensure (i)
that information required to be disclosed by the Company in the reports the
Company files or submits under the Exchange Act are recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules
and forms; and (ii) that information required to be disclosed by the Company in
the reports it files or submits under the Exchange Act is accumulated and
communicated to the Company's management, including its principal executive
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in the Exchange Act
Rules 13a-15(f). A system of internal control over financial reporting is a
process designed 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.
Under the supervision and with the participation of management, including
the principal executive officer and the principal financial officer, the
Company's management has evaluated the effectiveness of its internal control
over financial reporting as of December 31, 2008, based on the criteria
established in a report entitled "Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission" and the
interpretive guidance issued by the Commission in Release No. 34-55929. Based on
this evaluation, the Company's management has evaluated and concluded that the
Company's internal control over financial reporting was ineffective as of
December 31, 2007 and identified the following material weaknesses:
o There is a lack of accounting personnel with the requisite knowledge
of Generally Accepted Accounting Principles in the US ("GAAP") and the
financial reporting requirements of the Securities and Exchange
Commission.
o There are insufficient written policies and procedures to insure the
correct application of accounting and financial reporting with respect
to the current requirements of GAAP and SEC disclosure requirements.
o There is a lack of segregation of duties, in that we only had one
person performing all accounting-related duties.
Notwithstanding the existence of these material weaknesses in our internal
control over financial reporting, our management believes that the consolidated
financial statements included in its reports fairly present in all material
respects the Company's financial condition, results of operations and cash flows
for the periods presented.
The Company will continue its assessment on a quarterly basis and when it
become practicable, will make efforts to add personnel and resources to address
these material weaknesses. There has been no change in its internal control over
financial reporting that occurred during the Company's most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. The Company's registered public accounting firm was not
required to issue an attestation on its internal controls over financial
reporting pursuant to temporary rules of the Securities and Exchange Commission.
The Company will continue to evaluate the effectiveness of internal
controls and procedures on an on-going basis.
17
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
(a) Identity of Directors and Executive Officers
Rondald Wheet, age 43, is Chairman, CEO and a Director of RMCP and has
served in such capacity since March 16, 2005.
Thomas M. Beahm, MD, FACS, age 58, is a practicing plastic surgeon, who
lives in Chattanooga, Tennessee. He is an active member of the American Society
of Plastic Surgeons, American College of Surgeons, and American Medical
Association, and simultaneously owns and runs his own practice. In addition, he
is Secretary of Integrated Voice Systems, which has software in over 130
hospitals, and is also serving on the board of Clear Image, Inc., a privately
held company specializing in proprietary MRI Software and Hardware. Dr. Beahm
also has experience directing plastic surgery mission work in various third
world countries, coming to the aid of thousands of people in Asia, Africa, and
South America. He has served as a director of the Company since October, 2007.
Thomas O'Brien, age 61, is acting President and CEO of Clear Image, Inc.
(MRI Software/Hardware), and has more than twenty (20) years of general
management experience in the medical device industry. His background includes
domestic and international sales, marketing and distribution of high technology
medical systems and services. He is fluent in Mandarin, and served at the
National Security Agency, holding a Top Secret Crypto Clearance as a Chinese
linguist. Mr. O'Brien has held executive positions with medical industry leaders
such as Pfizer, Toshiba, and Johnson and Johnson's subsidiary the Technicare
Corporation. He has served as a director of the Company since October, 2007.
(b) Other Directorships.
Mr. Wheet and Mr. O'Brien were previously directors of Clear Image, Inc., a
private company that was acquired by the Company on January 30, 2007.
(c) Family Relationships
None.
(d) Involvement in Legal Proceedings of Officers, Directors, and Control
Persons
None.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Long Term Compensation
------------------------------------------------
Annual Compensation Awards Payouts
---------------------------------------- ----------------------- --------------------
Other Securities
Name and Annual Restricted Underlying All Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary Bonus sation Awards /SARs Payouts sation
- --------- ---- ------------ --------- ----------- ---------- ---------- -------- ----------
Ron
Wheet,
CEO 2007 $ 150,000(1) $ -0- $ -0- $ 142,000(2) $ -0- $ -0-
Ron
Wheet,
CEO 2008 $ 206,250(3) $ -0- $ -0- $ - $ -0- $ -0-
18
(1) Represents Mr. Wheet's accrued salary for 2007, pursuant to his employment
agreement. As of December 31, 2007, $211,024 of Mr. Wheet's accrued salary
from 2007 and prior remained unpaid. $64,000 remained upaid related to 2007
and $147,024 remained unpaid related to 2006.
(2) Represents the fair market value as of March 15, 2007 of the 8,000,000
stock options issued to Mr. Wheet during 2007.
(3) Represents Mr. Wheet's accrued salary for 2008, pursuant to his employment
agreement. As of December 31, 2008, approximately $154,000 of Mr. Wheet's
accrued salary from 2007 and prior remained unpaid. $64,000 remained upaid
related to 2007 and $90,474 remained unpaid related to 2006.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
- --------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End at FY-End
Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
- -------------- ----------- -------------- ------------- ------------------
Ron Wheet, CEO N/A N/A 7,000,000(1) .08 exercise price
(1) Mr. Wheet exercised 1,000,000 of these options in January 2009.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following shareholders are known to us to own more than 5% of the
outstanding common stock of the Company. Except as otherwise indicated, all
information is as of March 17, 2009 and ownership consists of sole voting and
investment power.
Beneficial Percentage of
Relationship to Outstanding Ownership
Name and Address Company Common Stock Common Stock
- ------------------------- ---------------- ------------ --------------
Rondald L. Wheet CEO and Director 3,312,000 11.10%*
2073 Shell Ring Circle
Mt. Pleasant, SC 29466
Dr. Thomas Beahm Director 2,298,349 7.70%
Thomas O'Brien Director 1,784,349 5.98%
Officer and Directors As a Group (3 persons) 7,394,698 24.79%
* Does not include the 1,000,000 shares of Series 2007 Preferred Stock,
described below.
Preferred Stock
- ---------------
The Company has 5,000,000 shares of Preferred Stock ($0.001 par value)
authorized. On October 24, 2006, the Company designated 1,000,000 shares as
Series 2007 Preferred Stock, which were then issued to Mr. Wheet, the Company's
CEO. Each Series 2006 Preferred is convertible, at any time at the discretion of
Mr. Wheet, into one share of the Company's common stock for each share of Series
2006 Preferred. Each Series 2006 Preferred has voting rights of 125 votes per
share of Series 2006 Preferred voting together as one class with the Company's
common stock. As a result, Mr. Wheet has effective voting control of the
Company's common stock and as such can unilaterally decide on business matters.
Upon conversion of the Series 2006 Preferred, each share of common stock
resulting from the conversion shall be entitled to one vote per share-not 125
votes per share.
Common Stock Options and Warrants Outstanding
- ---------------------------------------------
As of March 17, 2009, we had a total of 10,360,000 options outstanding,
which consisted of options to purchase up to 110,000 shares of common stock at
exercise prices ranging from $1.00 to $10.00 per share (of which all were
exercisable). $10,250,000 of the options were granted during 2007 and 2008 at a
weighted average price of $0.10 per share and are considered to be "in the
money" at March 17, 2009. (the exercise price is less than the market price of
19
our common stock). The remaining 110,000 options outstanding are presently "out
of the money". We may decide, however, to modify the terms and/or exercise price
of these "out of the money" options. To the extent that the outstanding options
to purchase our common stock are exercised, your ownership interest may be
diluted. If the options are exercised and sold into the market, they could cause
the market price of our common stock to decline. $10,250,000 the options
outstanding as of March 17, 2009 were granted to officers or directors.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 24, 2006, the Company issued 1,000,000 shares of its Series 2006
Preferred Stock to Mr. Wheet. The Series 2006 Preferred Stock gives Mr. Wheet
the right to vote 125,000,000 shares together with the common stock as a class.
Accordingly Mr. Wheet will have the right to vote a total of 83% of all the
Company's shares entitled to vote on any matter presented to the Company's
stockholders. A Form 8-K regarding the issuance of the Series 2007 Preferred
Stock to Mr. Wheet was filed with the SEC on November 1, 2006.
In 2007, in connection with the acquisition of Clear Image, Inc., Mr. Wheet
received 2,286,000 shares of restricted common stock, Dr. Beahm received
1,599,125 shares of restricted common stock, and Mr. O'Brien received 1,645,625
shares of restricted common stock. Mr. Wheet and Mr. O'Brien were directors and
shareholders and Dr. Beahm was a shareholder of Clear Image, Inc. prior to its
acquisition by the Company.
In 2007, each director was granted 2,000,000 options (a total of 6,000,000)
to purchase common stock at $0.08 per share and we executed a new employment
agreement with Mr. Wheet which included granting 5,000,000 options at $.08, both
granted pursuant to Stock Option Plan, previously registered on Form S-8.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
See "Index to and Description of Exhibits"
Reports on Form 8-K
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
Audit Fees consist of assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements.
This category includes fees related to the performance of audits and attest
services not required by statute or regulations, and accounts consultations
regarding the application of GAAP to proposed transactions. The aggregate Audit
Fees billed for the fiscal years ended December 31, 2008 and 2007 were $13,629
and $9,212 respectively.
Audit Related Fees
The aggregate fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements, other than those previously reported in
this Item 14, for the fiscal years ended December 31, 2008 and 2007 were $-0-
and $-0-.
Tax Fees
Tax Fees consist of the aggregate fees billed for professional services
rendered by our principal accounts for tax compliance, tax advice, and tax
planning. These services include preparation for federal and state income tax
returns. The aggregate Tax Fees billed for the fiscal years ended December 31,
2008 and 2007 were $0 and $830, respectively.
Audit Committee
The Company's Board of Directors functions as its audit committee. It is
the policy of the Company for all work performed by our principal accountant to
be approved in advance by the Board of Directors. All of the services described
above in this Item 14 were approved in advance by our Board of Directors.
20
PART F/S
INDEX TO FINANCIAL STATEMENTS
AUDITED FINANCIAL STATEMENTS
- ----------------------------
Independent Registered Public Accounting Firm.................................22
Balance Sheets At December 31, 2008 and 2007..................................23
Statements Of Operations From Inception (August 16, 1996)
Through December 31, 2008 And For The Years Ended
December 31, 2008 and 2007....................................................24
Statements Of Cash Flows From Inception (August 16, 1996)
Through December 31, 2008 And For The Years Ended
December 31, 2008 and 2007....................................................25
Statements Of Shareholders' Equity From Inception
(August 16, 1996) Through December 31, 2008...................................26
Notes to Financial Statements.................................................31
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of
Revolutions Medical Corporation (formerly Maxxon, Inc.)
Tulsa, Oklahoma
We have audited the accompanying consolidated balance sheets of Revolutions
Medical Corporation (formerly Maxxon, Inc.) (a development stage company) for
the years ended December 31, 2008 and 2007, and the related statements of
operations, shareholders' equity, and cash flows for the years ended December
31, 2008 end 2007 and for the period from December 16, 1996 (inception) to
December 31, 2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public
Company Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Revolutions Medical Corporation
as of December 31, 2008, and the results of its operations and its cash flows
for the years ended December 31, 2008 and 2007 and for the period from December
16, 1996 (inception) to December 31, 2008 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency, which raises substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters also are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Sutton Robinson Freeman & Co., P. C.
Sutton Robinson Freeman & Co., P. C.
Certified Public Accountants
March 30, 2009
Tulsa, Oklahoma
22
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
BALANCE SHEET
December 31, 2008 and 2007
ASSETS
December 31, December 31,
2008 2007
------------ ------------
CURRENT ASSETS
Cash $ 4,796 $ 2,398
Goodwill 23,276 23,276
------------ ------------
TOTAL ASSETS $ 28,072 $ 25,674
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 466,683 $ 284,286
Accrued Salaries 1,158,103 1,214,563
Notes Payable and Accrued Interest 143,429 295,097
------------ ------------
Total current liabilities 1,768,215 1,794,036
------------ ------------
Total liabilities 1,768,215 1,794,036
------------ ------------
Minority Interest -- (122,750)
------------ ------------
SHAREHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value,
5,000,000 shares authorized; 1,000,000 shares
issued and outstanding 1,000 1,000
Common stock, $0.001 par value,
250,000,000 shares authorized; 26,883,195 and
18,127,422 shares issued and outstanding at
December 31, 2008 and 2007, respectively 26,883 18,127
Paid in capital 18,769,691 17,537,824
Deficit accumulated during the development stage (20,537,717) (19,202,563)
------------ ------------
Total shareholders' deficiency (1,740,143) (1,645,612)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY $ 28,072 $ 25,674
============ ============
The accompanying notes are an integral part of the interim financial statements
23
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
From Inception (August 16, 1996) Through December 31, 2008 and
For The Years Ended December 31, 2008 and 2007
FROM INCEPTION
(AUGUST 16,
1996) THROUGH YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2008 2008 2007
------------ ------------ ------------
Investment Income $ 170,753 $ -- $ --
Other Income 3,857 -- --
------------ ------------ ------------
174,610 -- --
------------ ------------ ------------
EXPENSES
Research and development 2,283,056 246,040 166,030
Purchased R&D- Clear Image
Transaction (See Note 3) 3,309,515 -- 3,309,515
General and administrative 14,567,764 831,528 847,166
------------ ------------ ------------
Total operating expenses 20,160,335 1,077,568 4,322,711
------------ ------------ ------------
Operating loss (19,985,725) (1,077,568) (4,322,711)
------------ ------------ ------------
Interest income 17,276 -- --
------------ ------------ ------------
Interest expense 122,297 -- 37,663
------------ ------------ ------------
Gain on disposal of assets 794 -- --
------------ ------------ ------------
Gain on extinguishment of debt 10,398 10,398 --
------------ ------------ ------------
Depreciation and amortization 75,536 -- --
------------ ------------ ------------
Compensation cost for options 566,049 342,801 223,248
------------ ------------ ------------
Net loss before minority interest (20,721,139) (1,409,971) (4,583,622)
------------ ------------ ------------
Minority Interest in Subsidiary Loss (183,422) (74,817) (108,605)
------------ ------------ ------------
Net loss from operations $(20,537,717) $ (1,335,154) $ (4,475,017)
============ ============ ============
Weighted average shares
outstanding 37,187,111 14,541,824 17,597,226
------------ ------------ ------------
Net loss per share (Note 1) $ (0.55) $ (0.09) $ (0.25)
============ ============ ============
The accompanying notes are an integral part of the interim financial statements
24
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
From Inception (August 16, 1996) Through December 31, 2008 and
For The Years Ended December 31, 2008 and 2007
FROM INCEPTION
(AUGUST 16,
1996) THROUGH YEARS ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2008 2008 2007
------------ ------------ ------------
OPERATING ACTIVITIES
Net loss $(20,537,717) $ (1,335,154) $ (4,475,017)
Plus non-cash charges to earnings:
Stock compensation expense 566,049 342,801 223,248
Depreciation and amortization 75,525 -- --
Purchase R&D - Clear Image 3,309,514 -- 3,309,514
Common stock issued for services 3,617,328 259,920 --
Preferred stock issued for services 20,000 -- --
Expenses paid by third parties 57,134 -- --
Contribution of services by officer and employees 799,154 -- --
Services by officer and employees paid for
with non-cash consideration 167,500 -- --
Compensation cost for option price reduction 50,000 -- --
Amortization of compensation cost for options
granted to non-employees and common stock
issued for services 1,775,577 -- --
Allowance for doubtful accounts 50,900 -- --
Gain on extinguishment of debt (10,398) (10,398) --
Write-off of Notes Receivable 14,636 -- --
Write-off of Notes Payable (8,239) (8,239) --
Write-off of organizational costs 3,196 -- --
Write-off of zero value investments 785,418 -- --
Write-off of leasehold improvements and computer equipment 2,006 -- --
Compensation costs for stock options and warrants
granted to non-employees 1,205,015 -- --
Change in working capital accounts:
(Increase) decrease in receivables from related parties (68,900) -- --
(Increase) decrease in goodwill (23,276) -- (23,276)
(Increase) decrease in other receivables (176,577) -- --
Increase (decrease) in accrued salaries and consulting 933,051 (56,550) 273,501
Increase (decrease) in accrued interest 91,177 -- 37,664
Increase (decrease) in accounts payable and accrued liabilities 1,558,230 182,395 300,259
------------ ------------ ------------
Total operating activities (5,743,697) (625,225) (354,107)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of equipment (67,042) -- --
Investment in syringe patent development (10,000) -- --
Investment in Ives Health Company (251,997) -- --
Investment in The Health Club (10,000) -- --
------------ ------------ ------------
Total investing activities (339,039) -- --
------------ ------------ ------------
FINANCING ACTIVITIES
Loans from shareholders 13,907 -- --
Repayment of loans from shareholders (8,005) -- --
Repayments of Promissory Notes 190,754 -- --
Common stock subscribed 34,000 -- --
Sale of preferred stock for cash: (1,000) -- --
Sale of common stock for cash:
To third-party investors (prior to merger) 574,477 -- --
To third-party investors 4,005,867 304,823 474,999
From exercise of stock options 1,322,417 397,617 --
Less: Issue Costs (102,318) -- --
Convertible debentures issued for cash 355,000 -- --
Payment of exclusive license note payable (100,000) -- --
------------ ------------ ------------
Total financing activities 6,285,099 702,440 474,999
------------ ------------ ------------
Minority interest (197,567) (74,817) (122,750)
------------ ------------ ------------
Change in cash 4,796 2,398 (1,858)
Cash at beginning of period -- 2,398 4,256
------------ ------------ ------------
Cash at end of period $ 4,796 $ 4,796 $ 2,398
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest and taxes during the period 57,571 -- 28,487
------------ ------------ ------------
Non-cash financing and investing activities:
Investment in Globe Joint Venture (637,566) -- --
Common stock issued to founders 7,000 -- --
Common stock issued in connection with merger
with Cerro Mining Corporation 300 -- --
20 to 1 reverse stock split 138,188 -- 138,188
Common stock issued in Ives merger 346,262 -- --
Common stock subscriptions 69,800 -- --
Capitalized compensation cost for options granted 1,487,700 -- --
Common stock issued in exchange for promissory note 676,500 -- --
Common stock issued for payment of debt 152,553 133,032 6,914
Common stock issued for convertible debentures 190,660 -- --
Common stock issued for services 706,663 -- 235,000
Common stock issued to pay Ives debt 27,000 -- --
Common stock issued to Clear Image shareholders under short form merger 12,208 12,208 --
25
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
From Inception (August 16, 1996) Through December 31, 2008
Deficit
Accumulated
during the
Preferred Stock Common Stock Paid-In Development Subscription
Shares Amount Shares Amount Capital Stage Receivable Total
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
Balance at Inception
(August 16, 1996) -- -- -- -- -- -- -- --
Cerro Mining/Maxxon-
OK Merger:
Cerro Mining -- -- 531,000 531 (231) -- -- 300
Maxxon-OK:
Shares issued
to founders -- -- 7,000,000 7,000 -- -- -- 7,000
Shares sold
for cash to
third-party investors -- -- 578,000 578 573,899 -- -- 574,477
Ives Transactions:
Investment in Ives
Health Company -- -- 311,240 311 310,951 -- -- 311,261
Investment in The
Health Club -- -- 35,000 35 34,965 -- -- 35,000
Conversion of
Ives Debt -- -- 18,513 19 26,981 -- -- 27,000
Issuance of Common
Stock for:
Cash from third-
party investors -- -- 218,569 219 353,501 -- -- 353,720
Cash from related party
Promissory Notes -- -- 64,500 65 128,935 -- -- 129,000
Subscriptions Receivable -- -- 52,757 53 69,747 -- (69,800) --
Services Rendered -- -- 90,499 90 173,337 -- -- 173,427
Debentures Converted -- -- 102,673 103 74,897 -- -- 75,000
Net Income (Loss) at
December 31, 1997 -- -- -- -- -- (795,376) -- (795,376)
--------- ------ ----------- -------- ---------- ----------- ------------- ------------
Balance at December 31,
1997 -- -- 9,002,751 9,003 1,746,982 (795,376) (69,800) 890,808
Issuance of Common
Stock for:
Conversion of Ives
Debt -- -- 44,827 45 54,955 -- -- 55,000
Cash from third-
party investor -- -- 50,000 50 90,950 -- -- 91,000
Options exercised by
third-parties for cash -- -- 545,867 546 359,354 -- -- 359,900
Options exercised by
third-parties for
services -- -- 24,133 24 18,076 -- -- 18,100
Services Rendered by
third-parties -- -- 988,007 988 573,560 -- -- 574,549
Debentures Converted by
third parties -- -- 548,574 549 274,451 -- -- 275,000
Settlement with
related party -- -- 350,000 350 -- -- -- 350
Certificates canceled: -- -- (91,572) (92) (40,173) -- -- (40,265)
Value of Services
Contributed
by Officer
and Employees -- -- -- -- 114,154 -- -- 114,154
Compensation Cost
for Stock
Options Granted
To Non-Employees -- -- -- -- 918,187 -- -- 918,187
Cancellation of
Subscriptions
Receivable from related
party -- -- -- -- -- -- 69,800 69,800
Net Income (Loss) at
December 31, 1998 -- -- -- -- -- (2,584,383) -- (2,584,383)
--------- ------ ----------- -------- ---------- ----------- ------------- ------------
Balance at December
31, 1998 -- -- 11,462,587 11,463 4,110,497 (3,379,759) 0 742,201
26
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
From Inception (August 16, 1996) Through December 31, 2008
Deficit
Accumulated
during the
Preferred Stock Common Stock Paid-In Development Subscription
Shares Amount Shares Amount Capital Stage Receivable Total
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
Issuance of Common
Stock for:
Cash from third-party
investor -- -- 390,693 390 342,034 -- -- 342,424
Less: Issue Costs -- -- -- -- (16,743) -- -- (16,743)
Options exercised by
third-parties for cash -- -- 300,000 300 149,700 -- -- 150,000
Services Rendered by
third-parties -- -- 164,069 164 166,579 -- -- 166,743
Value of Services
Contributed
by Officer and Employees -- -- -- -- 280,000 -- -- 280,000
Compensation Cost
for Stock
options Granted to
Non-Employees -- -- -- -- 89,728 -- -- 89,728
Net Income (Loss)
at December 31, 1999 -- -- -- -- -- (1,014,555) -- (4,014,555)
--------- ------ ----------- -------- ---------- ----------- ------------- ------------
Balance at December
31, 1999 -- -- 12,317,349 12,317 5,121,795 (4,394,314) 0 739,798
Issuance of Common
Stock for:
Cash from third-party
investor -- -- 862,776 863 249,525 -- -- 250,388
Less: Issue Costs
Value of Services
Contributed
by Officer and
Employees -- -- -- -- 405,000 -- -- 405,000
Net Income (Loss) at
December 31, 2000 -- -- -- -- -- (1,347,859) -- (1,347,859)
--------- ------ ----------- -------- ---------- ----------- ------------- ------------
Balance at December
31, 2000 -- -- 13,180,125 13,180 5,776,320 (5,742,173) 0 47,327
Issuance of Common
Stock for:
Cash from third-
party investor -- -- 6,558,333 6,558 1,598,142 -- -- 1,604,700
Purchased by Employees -- -- 3,650,000 3,650 543,850 -- (547,500) --
Issued for Repayment
of Debt -- -- 50,000 50 7,450 -- -- 7,500
Less: Issue Costs -- -- -- -- (85,575) -- -- (85,575)
Services Rendered by
third-parties -- -- 450,000 450 422,000 -- -- 422,450
Compensation Cost of
stock issued
and options granted
for services -- -- 200,000 200 1,487,500 -- -- 1,487,700
Compensation Cost
of stock issued
and options granted
for services
to be amortized -- -- -- -- (1,048,754) -- -- (1,048,754)
Net Income (Loss) at
December 31, 2001 -- -- -- -- -- (2,199,085) -- (2,199,085)
--------- ------ ----------- -------- ---------- ----------- ------------- ------------
Balance at December 31,
2001 -- -- 24,088,458 24,088 8,700,933 (7,941,258) (547,500) 236,263
Issuance of Common
Stock for:
Cash from third-party
investor -- -- 3,625,000 3,625 358,875 -- -- 362,500
Exercise of Options -- -- 2,006,822 2,007 (2,007) -- -- --
Payment towards
promissory
note balances -- -- -- -- -- -- 102,803 102,803
Amortized Compensation
Cost of stock
issued and options
granted for services -- -- -- -- 759,795 -- -- 759,795
Compensation Cost of
stock issued and
options granted for
services -- -- 1,200,000 1,200 323,300 -- -- 324,500
Net Income (Loss) at
December 31, 2002 -- -- -- -- -- (1,933,676) -- (1,933,676)
--------- ------ ----------- -------- ---------- ----------- ------------- ------------
Balance at December
31, 2002 -- -- 30,920,280 30,920 10,140,896 (9,874,934) (444,697) (147,815)
27
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
From Inception (August 16, 1996) Through December 31, 2008
Deficit
Accumulated
during the
Preferred Stock Common Stock Paid-In Development Subscription
Shares Amount Shares Amount Capital Stage Receivable Total
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
Issuance of Common
Stock for:
MPI settlement costs
of stock issued
and options granted
for services -- -- 1,140,000 1,140 139,560 -- -- 140,700
Compensation cost
of stock issued
and options granted
for services -- -- 7,000,000 7,000 133,000 -- -- 140,000
Amortized compensation
cost of stock
issued and options
granted for services -- -- -- -- 288,959 -- -- 288,959
Indemnification cost
of stock issued
and options granted
for services -- -- 4,000,000 4,000 76,000 -- -- 80,000
Payment towards
promissory note
balances -- -- -- -- -- -- 69,201 69,201
Net Income (Loss) at
December 31, 2003 -- -- -- -- -- (1,391,518) -- (1,391,519)
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
Balance at December
31, 2003 -- -- 43,060,280 43,060 10,778,415 (11,266,452) (375,496) (820,473)
Issuance of Common
Stock for:
Cash from third-
party investor -- -- 100,000 100 4,900 -- -- 5,000
Exercise of Options -- -- 5,866,000 5,866 248,234 -- -- 254,100
Exercise of Warrants -- -- 1,462,000 1,462 71,638 -- (1,000) 72,100
Compensation cost
of stock issued
for services -- -- 32,850,000 32,850 881,150 -- -- 914,000
Payment towards
promissory
note balances -- -- -- -- -- -- 18,750 18,750
Net Income (Loss) at
December 31, 2004 -- -- -- -- -- (1,552,008) -- (1,552,008)
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
Balance at December
31, 2004 -- -- 83,338,280 83,338 11,984,337 (12,818,460) (357,746) (1,108,531)
Issuance of Common
Stock for Cash:
From third-party
investors -- -- 13,039,187 13,039 277,661 -- -- 290,700
From the exercise
of options -- -- 1,800,000 1,800 43,200 -- -- 45,000
Issuance of Common
Stock for
Subscription -- -- 5,200,000 5,200 28,800 -- (34,000) --
Common stock
issued for services -- -- 21,250,000 21,250 455,250 -- -- 476,500
Common stock
issued
pursuant to Joint
Venture -- -- 5,833,331 5,833 132,000 -- -- 137,833
Value of warrants
granted
pursuant to Joint
Venture -- -- -- -- 499,733 -- -- 499,733
Value of options
granted
for services -- -- -- -- 130,900 -- -- 130,900
Reclassification
of receivables
against amounts
owed -- -- -- -- -- -- 357,746 357,746
Net Income (Loss) at
December 31, 2005 -- -- -- -- -- (1,310,783) -- (1,310,783)
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
Balance at December
31, 2005 -- -- 130,460,798 130,460 13,551,881 (14,129,243) (34,000) (480,902)
28
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
From Inception (August 16, 1996) Through December 31, 2008
Deficit
Accumulated
during the
Preferred Stock Common Stock Paid-In Development Subscription
Shares Amount Shares Amount Capital Stage Receivable Total
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
Issuance of Common
Stock:
From the exercise
of options
for services -- -- 1,000,000 1,000 -- -- -- 1,000
From the exercise
of options
for cash -- -- 3,000,000 3,000 72,000 -- -- 75,000
From the exercise
of warrants -- -- 6,000,000 6,000 -- -- -- --
Payment of Common
Stock Subscription -- -- -- -- -- -- 34,000 34,000
Common Stock issued
for services -- -- 5,500,000 5,500 102,000 -- -- 107,500
Preferred Stock issued
for services 1,000,000 1,000 -- -- 19,000 -- -- 19,000
Capital contributed
by shareholder -- -- -- -- 3,000 -- -- 3,000
Cancellation of Joint
Venture
with Globe -- -- -- -- (625,066) -- -- (625,066)
Common stock
issued to
Globe then returned
to treasury -- -- (500,000) (500) (12,000) -- -- (12,500)
Compensation
cost for
option price
reduction -- -- -- -- 50,000 -- -- 50,000
Net Income (Loss) at
December 31, 2006 -- -- -- -- -- (598,302) -- (598,302)
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
Balance at December
31, 2006 1,000,000 1,000 145,460,798 145,460 13,160,815 $(14,727,545) -- (1,427,270)
From the exercise
of Issuance of
Common Stock:
Reverse stock
split (1 for 20) -- -- (138,187,826) (138,188) 138,188 -- -- --
Sale of common stock
for cash: -- -- 845,000 845 299,155 -- -- 300,000
Issuance of common
stock for Clear
Image stock -- -- 8,273,788 8,274 3,301,241 -- -- 3,309,515
Stock compensation -- -- -- -- 223,246 -- -- 223,246
Issuance of Common
Stock:
From the exercise
of options
for cash -- -- 125,000 125 9,875 -- -- 10,000
warrants -- -- 345,662 346 6,568 -- -- 6,914
Common Stock issued
for services -- -- 1,225,000 $ 1,225 388,775 -- -- 390,000
Issuance of
restricted stock -- -- 40,000 40 $ 9,960 -- -- 10,000
Net Income (Loss) at
December 31, 2007 -- -- -- -- -- $ (4,475,017) -- (4,475,017)
unknown -- -- -- -- -- -- -- (7,000)
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
BALANCE AT
DECEMBER 31, 2007 1,000,000 1,000 18,127,422 $ 18,127 $ 17,537,824 $(19,202,563) -- $ (1,645,612)
29
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
From Inception (August 16, 1996) Through December 31, 2008
Deficit
Accumulated
during the
Preferred Stock Common Stock Paid-In Development Subscription
Shares Amount Shares Amount Capital Stage Receivable Total
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
From the exercise of
Issuance of
Common Stock:
Sale of common stock
for cash: -- -- 4,720,978 $ 4,722 300,101 -- -- 304,823
Issuance of Common
Stock:
From the exercise
of options
for cash -- -- 2,300,000 2,300 395,317 -- -- 397,617
Common Stock issued
for services -- -- 1,419,704 1,419 258,501 -- -- 259,920
Common Stock issued
for repayment of debt -- -- 271,491 271 132,759 -- -- 133,030
Common Stock issued to
Clear Image investors
to participate in the
merger -- -- 43,600 44 12,164 -- -- 12,208
Stock compensation -- -- -- -- 342,801 -- -- 342,801
Acquired deficit of former
Minority interest now
Owned 100% -- -- -- -- (209,776) -- -- (209,776)
Net Income (Loss) at
December 31, 2008 -- -- -- -- -- (1,335,154) -- (1,335,154)
--------- ------ ----------- -------- ---------- ---------- ------------ -----------
BALANCE AT
DECEMBER 31, 2008 1,000,000 $1,000 26,883,195 $ 26,883 $ 18,769,691 $(20,537,717) -- $ (1,740,143)
30
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
- -------------------------------------
Revolutions Medical Corporation (formerly Maxxon, Inc.), a Nevada
corporation, ("RMC" or "the Company" or "RevMed") is principally engaged in the
design and development of retractable safety needle devices intended to reduce
the risk of accidental needle stick injuries among health care workers. The
Company has no products for sale at this time.
On March 26, 2007, RevMed completed the acquisition of Clear Image
Acquisition Corporation ("Acquisition Corp.") in exchange for 8,273,788 shares
of RevMed common stock. Acquisition Corp is a company that was formed by certain
shareholders of Clear Image, Inc. ("Clear Image") in order to assemble a control
block of the shares of Clear Image for the purposes of such a transaction. The
sole asset of Acquisition Corp was a block of 8,260,139 shares of the Common
Stock of Clear Image, a development stage company which is developing certain
proprietary and patent pending technology related to color MRI scans. The block
of Clear Image shares owned by Acquisition Corp represented 62.2% of Clear
Image's outstanding common stock.
During the fourth quarter of 2008, the Company commenced a short form
merger to acquire the remaining minority interest in Clear Image. This short
form merger was completed by December 2, 2008. The Company now owns 100% of the
former Clear Image. Clear Images assets have been consolidated on our books and
all inter-company transactions have been eliminated.
Development Stage Company
- -------------------------
Since its inception in 1996, the Company has been considered a development
stage enterprise for financial reporting purposes as significant efforts have
been devoted to raising capital and to research and development of various
safety needle devices.
Cash and Cash Equivalents
- -------------------------
The Company considers highly liquid investments (those readily convertible
to cash) purchased with original maturity dates of three months or less to be
cash equivalents.
Stock-based Compensation
- ------------------------
On January 2, 2006, the first day of the 2006 fiscal year, the Company
adopted Statement of Financial Accounting Standards No. 123 (revised 2004),
"Share-Based Payment," ("SFAS 123R") which requires the measurement and
recognition of compensation expense for all share-based payment awards made to
employees and directors based on estimated fair values. SFAS 123R supersedes the
Company's previous accounting under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") beginning in fiscal 2006.
The Company adopted SFAS 123R using the modified prospective transition method.
Accordingly, the Company's consolidated financial statements for prior fiscal
years have not been restated to reflect the impact of SFAS 123R.
Income Taxes
- ------------
The Company uses the liability method of accounting for income taxes as set
forth in Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." Under the liability method, deferred taxes are determined based
on the differences between the financial statement and tax basis of assets and
liabilities at enacted tax rates in effect in the years in which the differences
are expected to reverse.
Segment Information
- -------------------
Effective January 1, 1998, the Company adopted the provisions of SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information". The
Company identifies its operating segments based on business activities,
management responsibility and geographical location. During the period covered
by these financial statements, the Company operated in a single business segment
engaged in developing selected healthcare products.
31
Earnings (Loss) per Share
- -------------------------
The Company computes net income per share in accordance with SFAS No. 128,
"Earnings per Share" and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under
the provision of SFAS No. 128 and SAB 98 basic net income (loss) per share is
calculated by dividing net income (loss) available to common stockholders for
the period by the weighted average shares of common stock of the Company
outstanding during the period. Diluted net income per share is computed by
dividing the net income for the period by the weighted average number of common
and common equivalent shares outstanding during the period. The calculation of
diluted income (loss) per share of common stock assumes the dilutive effect of
stock options and warrants outstanding. During a loss period, the assumed
exercise of outstanding stock options and warrants has an anti-dilutive effect.
Therefore, the outstanding stock options were not included in the December 31,
2008 and 2007 calculations of loss per share.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported revenues and expenses during the reporting
period. Actual results could differ significantly from those estimates.
Reclassifications
- -----------------
Certain reclassifications may have been made to the prior year financial
statements to conform to the current period presentation.
Long-Lived Assets
- -----------------
Property, plant and equipment, including significant improvements, are
stated at cost. Expenditures for maintenance and repairs are charged to
operating expenses as incurred. When properties are retired or otherwise
disposed of, the cost of the asset and the related accumulated depreciation are
removed from the accounts with the resulting gain or loss being reflected in
results of operations.
Intangible assets include patents and trademarks, which are valued at
acquisition through independent appraisals. Debt issuance costs are amortized
over the terms of the various agreements. Patents and trademarks are amortized
on a straight-line basis over periods varying from 7 to 40 years.
New Accounting Standards
- ------------------------
The Financial Accounting Standards Board ("FASB") periodically issues new
accounting standards in a continuing effort to improve standards of financial
accounting and reporting. Management has reviewed the recently issued
pronouncements and concluded that the following new accounting standards are
potentially applicable to the Company.
In December 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141(R), "Business
Combinations," ("SFAS 141(R)") which replaces SFAS 141. SFAS 141(R) establishes
principles and requirements for how an acquirer in a business combination
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any controlling interest; recognizes and
measures goodwill acquired in the business combination or a gain from a bargain
purchase; and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141(R) is effective for acquisitions by the Company
taking place on or after January 1, 2009. Early adoption is prohibited.
Accordingly, a calendar year-end company is required to record and disclose
business combinations following existing accounting guidance until January 1,
2009. The Company will assess the impact of SFAS 141(R) if and when a future
acquisition occurs.
Also, in December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements - an amendment of ARB No. 51,"
("SFAS 160"). SFAS 160 establishes new accounting and reporting standards for
the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Before this statement, limited guidance existed for reporting
noncontrolling interests (minority interest). As a result, diversity in practice
exists. In some cases minority interest is reported as a liability and in others
it is reported in the mezzanine section between liabilities and equity.
Specifically, SFAS 160 requires the recognition of a noncontrolling interest
(minority interest) as equity in the consolidated financials statements and
separate from the parent's equity. The amount of net income attributable to the
32
noncontrolling interest will be included in consolidated net income on the face
of the income statement. SFAS 160 clarifies that changes in a parent's ownership
interest in a subsidiary that do not result in deconsolidation are equity
transactions if the parent retains its controlling financial interest. In
addition, this statement requires that a parent recognize gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the noncontrolling equity investment on the
deconsolidation date. SFAS 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling interests. SFAS 160
was effective for the Company on January 1, 2009. SFAS 160 had no impact on the
Company's financial position, results of operations or cash flows.
In February 2008, the FASB issued FASB Staff Position No. 140-3,
"Accounting for Transfers of Financial Assets and Repurchase Financing
Transactions," ("FSP 140-3"). This FSP provides guidance on accounting for a
transfer of a financial asset and the transferor's repurchase financing of the
asset. This FSP presumes that an initial transfer of a financial asset and a
repurchase financing are considered part of the same arrangement (linked
transaction) under SFAS 140. However, if certain criteria are met, the initial
transfer and repurchase financing are not evaluated as a linked transaction and
are evaluated separately under SFAS 140. FSP 140-3 was effective for the Company
on January 1, 2009. The adoption of FSP 140-3 had no impact on the Company's
financial position, results of operations or cash flows.
In April 2008, the FASB issued FASB Staff Position No. 142-3,
"Determination of the Useful Life of Intangible Assets," ("FSP 142-3"). This FSP
amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset
under SFAS No. 142, "Goodwill and Other Intangible Assets," ("SFAS 142"). The
intent of this FSP is to improve the consistency between the useful life of a
recognized intangible asset under SFAS 142 and the period of expected cash flows
used to measure the fair value of the asset under SFAS 141(R) and other U.S.
generally accepted accounting principles. This FSP was effective for the Company
on January 1, 2009 and had no material impact on the Company's financial
position, results of operations or cash flows.
In May, 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," ("SFAS 162"). SFAS 162 identifies the sources
of accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). SFAS 162 is effective November 15, 2008.
The FASB has stated that it does not expect SFAS 162 will result in a change in
current practice. The application of SFAS 162 had no effect on the Company's
financial position, results of operations or cash flows.
The FASB issued FASB Staff Position No. APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)," ("FSP APB 14-1"). The Staff Position
specifies that issuers of convertible debt instruments that may be settled in
cash upon conversion should separately account for the liability and equity
components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. FSP APB
14-1 provides guidance for initial and subsequent measurement as well as
derecognition provisions. The Staff Position was effective as of January 1, 2009
and had no material effect on the Company's financial position, results of
operations or cash flows.
In June, 2008, the FASB issued FASB Staff Position No. EITF 03-6-1,
"Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities," ("FSP EITF 03-6-1"). The Staff Position provides that
unvested share-based payment awards that contain nonforfeitable rights to
dividends or dividend equivalents are participating securities and must be
included in the earnings per share computation. FSP EITF 03-6-1 was effective
January 1, 2009 and had no effect on the Company's financial position, results
of operations, earnings per share or cash flows.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies are not expected to have a material impact on the
Company's financial position, results of operations or cash flows.
NOTE 2 - UNCERTAINTIES
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company is in the development
stage and has not established sources of revenues to fund the development of
business and pay operating expenses, resulting in a cumulative net loss of
$(20,504,217) for the period from inception (August 16, 1996) to December 31,
2008. The ability of the Company to continue as a going concern during the next
year depends on the successful completion of the Company's capital raising
efforts to fund the development of its retractable safety syringe. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
33
NOTE 3 - MAXXON/GLOBE JOINT VENTURE AGREEMENT
On November 3, 2005, Maxxon and Globe Med Tech, Inc. entered into a
definitive joint venture agreement to patent, develop, manufacture, market and
distribute safety needle products throughout the world. Maxxon and Globe each
own 50% of the joint venture. Maxxon contributed its safety syringe technology
and patent rights related thereto and Globe contributed its safety syringe IV
catheter and patent rights related thereto. In connection with the agreement,
Maxxon issued restricted shares of its common stock, valued at $625,066, to
Globe. Subsequent to December 31, 2006, the Company ended the joint venture and
cancelled the shares of common stock and options that were issued to Globe
pursuant to the agreement. On March 1, 2007, the Company filed a lawsuit in the
District Court of Tulsa County, Oklahoma against Globe Med Tech, Inc. to
rescind, terminate and seek monetary damages for the non-fulfillment and breach
of a joint venture agreement entered into November 3, 2005 and other related
agreements, in addition to an accounting of expenditures of funds under the
terms and provisions of the agreements. On May 11, 2007, a partial default
judgment against Globe was granted by the District Court of Harris County,
Texas. The partial default judgment as to liability only was granted with
respect to the Company's causes of action against Globe for breach of contract,
conversion and common law fraud with respect to the Company's Original Petition
and Application for Temporary and Permanent Injunctions against Globe on January
30, 2007. On August 13, 2007, the Company was granted a final default judgment
for permanent injunctive relief and for damages in the amount of $14,029,000
against Globe. Globe has appealed the judgment. On November 23, 2007, the Court
signed an order granting Globe's Motion for New Trial and setting aside the
Final Default Judgment entered in favor of the Company on August 13, 2007.
On October 29, 2008, the Company filed a lawsuit in the district court of
Harris county Texas, a lawsuit for fraud and contempt of court for Globe Med
Tech and the CFO individually. A hearing is currently set for May 1, 2009.
NOTE 4 - OTHER COMMITMENTS AND CONTINGENCIES
Employment Agreement with Rondald Wheet, CEO
- --------------------------------------------
Effective March 31, 2008, the Company and Mr. Wheet, our CEO, entered into
a three year employment agreement. The agreement provides for an annual salary
of $225,000. Mr. Wheet is responsible for the Company's substantive and
financial reporting requirements of the Securities Exchange Act of 1934, as
amended, and is specifically allowed to hire any and all professionals necessary
to assist that process. The Company will provide him with all reasonable and
customary fringe benefits, including, but not limited to, participation in
pension plans, profit sharing plans, employee stock ownership plans, stock
option plans (whether statutory or not), stock appreciation rights plans,
hospitalization, medical dental disability and life insurance, car allowance,
vacation and sick leave. The Company will reimburse of all his reasonable and
necessary travel, entertainment or other related expenses incurred by him in
carrying out his duties and responsibilities under the agreement. The Company
will also provide him with a cell phone, suitable office space, and membership
dues in professional organizations and for any seminars and conferences related
to Company business.
Mr. Wheet may elect, by written notice to the Company, to terminate his
employment with continued pay through the employment agreement term if (i) the
Company sells all of its assets, (ii) the Company merges with another business
entity with a change in control,(iii) more than 50% of the outstanding stock is
acquired by a third party, (iv) the Company requires Mr. Wheet to relocate or
assigns duties not commensurate with his position as CEO, (v) Mr. Wheet is
removed from the Board of Directors and (vi) the Company defaults in making
payments required to Mr. Wheet under this agreement. For two years following his
resignation or termination, Mr. Wheet will not work for or provide any services
in any capacity to any competitor and will not solicit any of the Company's
customers or accounts.
Mutual Release and Settlement Agreement With Former CEO
- -------------------------------------------------------
On April 14, 2006, the Company and its former CEO entered into a mutual
release and settlement agreement, pursuant to which the Company issued to the
former CEO a promissory note for $203,920 (amount outstanding at December 31,
2007) and a warrant to purchase up to 12,913,239 shares of common stock at
$0.001 per share on or before April 14, 2010. In addition, the mutual release
and settlement provides for continued indemnification of the former CEO and
mutual releases. The note, which is unsecured and is presently in default, bears
interest at 18% per year as the note was due April 14, 2007. As of December 31,
2007, the Company had accrued interest payable of $91,176, but at December 31,
2008, that accrued interest had been reduced to $41,469 due to partial repayment
as discussed below. The warrant is exercisable only to the extent that the
number of shares of common stock exercised plus the number of shares presently
owned by the warrant holder does not exceed 4.99% of the outstanding shares of
Common Stock of the Company on such date. The exercise limit is revocable by the
warrant holder upon 75 days prior notice to the Company. During the three months
ended March 31, 2006, the former CEO exercised warrants to purchase 6,000,000
34
shares of common stock. The exercise price of $6,000 was paid by reducing the
principal balance of the promissory note by $6,000. During 2007, the Company
issued 345,662 shares of common stock upon the exercise of a warrant. The
exercise price of $6,913 was paid by reducing the principal balance of the
promissory note payable by the Company.
On April 8, 2008, the Company entered into a Memorandum of Understanding
with its former CEO to settle this outstanding obligation through the issuance
of its common stock on a quarterly basis commencing May 8, 2008, for one year.
The value of the issuance of the common stock will be determined by the market
value of the ten day average price following May 8, 2008, through May 18, 2008.
During 2008, the Company issued 271,491 shares at a total value of $133,030 to
partially repay this debt.
Amounts Due Pursuant to Employment and Consulting Agreements
- ------------------------------------------------------------
As of December 31, 2008, the Company had accrued approximately $984,128
pursuant to employment agreements. Although the Company plans to settle these
amounts, there is no assurance that its efforts to settle will be successful. No
litigation related to these previous employment agreements has been initiated or
threatened. There is no assurance, however, that such litigation will not be
initiated in the future.
Patent Applications for the Company's Retractable Safety Needle Devices
- -----------------------------------------------------------------------
Although the Company has received patents for previous safety needle
designs, the ReVac Safety Syringe, the ReTrac Auto Retractable Safety Scalpel
with Permanent Lock, and the Auto Retractable Safety IV Catheter do not yet have
patents. Globe has filed a patent application related to ReTrac and patent
applications related to ReVac and the Safety IV Catheter will be filed as soon
as practicable. Because the Company does not yet have patent protection for
these devices and there is no assurance that such patent protections will be
sought or secured. The lack of patent protection, whether foreign or domestic,
could allow competitors to copy and sell products based on our designs without
paying us a royalty, which could have a material adverse effect on the Company's
business.
AMOUNTS DUE TO CONSULTANTS
- --------------------------
During the year ended December 31, 2008, the Company entered into a
commitment with a third party who would obtain the breast biopsy and needle
localization technology. The Company has paid $30,000 as of December 31, 2008,
and expects to pay $210,000 by the end of the second quarter.
NOTE 5 - PREFERRED STOCK AND COMMON STOCK TRANSACTIONS
SERIES 2006 PREFERRED STOCK
Dividends: Currently, the sole holder of the 1,000,000 shares of Series
2006 Preferred Stock outstanding is Rondald L. Wheet, our Chairman, President
and CEO. The holder of the Series 2006 Preferred stock is entitled to receive,
ratably, dividends when, as and if declared by the board of directors out of
funds legally available therefore. If any dividend or other distributions are
declared on our common stock, then a dividend or other distribution must also be
declared on the outstanding Series 2006 Preferred stock at the same time and on
the same terms and conditions, so that each holder of Series 2006 Preferred
stock will receive the same dividend or distribution such holder would have
received if the holder had converted his Series 2006 Preferred stock as of the
record date for determining stockholders entitled to receive such dividend or
distribution.
Liquidation Preference: In the event of the liquidation, dissolution or
winding up, the holders of Series 2006 Preferred stock are entitled to receive a
liquidation preference of $0.001 for each share of Series 2006 Preferred stock
prior to payment being made to any junior stock.
Conversion: The holders of Series 2006 Preferred stock may convert each
share into 1 share of common stock.
Preemption: The holders of Series 2006 Preferred stock have no preemptive
rights and they are not subject to further calls or assessments.
Voting Rights: The holders of Series 2006 Preferred stock are entitled to
125 votes for each share of common stock into which their Series 2006 Preferred
stock is then convertible (currently 1 share), voting together with our common
stock as a single class. Cumulative voting is not permitted. Upon conversion of
a Series 2006 Preferred share, each share of common stock issued upon the
conversion will be entitled to only one (1) vote per share.
35
Redemption: There are no redemption or sinking fund provisions applicable
to the Series 2006 Preferred stock.
BLANK CHECK PREFERRED STOCK
The Company's Articles of Incorporation authorize its board of directors to
establish one or more additional series of preferred stock and to determine,
with respect to any such series of preferred stock, its terms and rights,
including: the designation of each series; the voting powers, if any, associated
with each such series whether dividends, if any, will be cumulative or
noncumulative and the dividend rate of each series; the redemption rights and
price or prices, if any, for shares of each series; and preferences and other
special rights, if any, of shares of each series in the event of any
liquidation, dissolution, or distribution of the Company's assets.
2008 COMMON STOCK TRANSACTIONS
During the year ended December 31, 2008, the Company issued 1,000,000 stock
options to an individual in conjunction with a consulting agreement. These
options were valued at $0.10 per share and were exercised during the first
Quarter of 2008. The Company received $100,000 in proceeds related to the
exercise of these options.
Also during the year ended December 31, 2008, the Company issued shares of
common stock to one individual as payment for debt owed under a note payable.
The debt will be satisfied with Company stock expensing an even amount each
quarter over a period of twelve months. During the year ended December 31, 2008,
271,491 shares of stock were issued pursuant to this agreement. See Note 4 for
additional discussion.
During the year ended December 31, 2008, an additional 1,300,000 shares of
common stock were issued as option holders exercised their options to purchase
common stock and 4,720,978 shares were issued to third party investors. The
Company received proceeds of $702,440 in connection with these shares issuances.
During the year ended December 31, 2008, the Company issued 1,419,704
shares of common stock with a total value of $259,920 in lieu of cash as payment
for consulting services.
2007 Common Stock Transactions
- ---------------------------------
On January 18, 2007, the Company's name changed from Maxxon, Inc. to
Revolutions Medical Corporation and the Company's common stock was reverse split
on a 20 to 1 basis which changed the number of outstanding shares of common
stock from 145,560,798 to 7,272,972. The number of authorized shares of common
stock was not affected by the reverse stock split and remains at 250,000,000
shares.
During the three months ended March 31, 2007, the Company issued 250,000
shares of its common stock for $58,500 in cash. The Company issued 25,000 shares
of its common stock for legal services valued at $12,500 and 500,000 shares of
its common stock for consulting services valued at $200,000. The Company also
issued 8,273,788 shares of its common stock valued at $3,309,515 for Clear Image
Acquisition Corp. (See Note 3- Acquisition of Clear Image Acquisition Corp). The
shares were valued based on the market price of the Company's common stock at
the date of each transaction.
During the three months ended June 30, 2007, the Company issued 371,000
shares of its restricted common stock for $185,500 in cash.
During the three months ended September 30, 2007, the Company issued
224,000 shares of its restricted common stock for $56,000 in cash. The Company
issued 300,000 shares for consulting services valued at $102,500 and 400,000
shares for color MRI research and development valued at $75,000. During the
quarter ended September 30, 2007, the Company issued 345,662 shares of common
stock upon the exercise of a warrant. The exercise price of $6,913 was paid by
reducing the principal balance of the promissory note payable by the Company to
the warrant holder.
During the quarter ended December 31, 2007, the Company issued 125,000
shares of its common stock upon exercise of stock options at $0.08 per share for
a total of $10,000. The Company also issued 40,000 shares of its restricted
stock at $0.25 per share for a total of $10,000. The Company also granted
6,000,000 options to the three directors at $0.08 per share. These options are
immediately exerciseable and expire in three years. The Company also issued
5,000,000 immediately exerciseable stock options at $0.08 per share to its
president in conjunction with entering into a new three year employment
agreement with him.
36
NOTE 6 - STOCK OPTIONS AND WARRANTS OUTSTANDING
The following tables summarize information about the stock options and warrants
outstanding at December 31, 2008:
WEIGHTED
AVERAGE
OPTIONS WARRANTS TOTAL EXERCISE PRICE
--------------------------------------------------------
Balance at December 31, 2007 10,985,000 107,500 11,092,500 $ 0.090
Granted 1,800,000 - 1,800,000 0.215
Exercised (2,425,000) - (2,425,000) 0.199
Expired/Forfeited - (107,500) (107,500) 5.000
--------------------------------------
BALANCE AT DECEMBER 31, 2008 10,360,000 - $ 10,360,000 0.157
======================================
OPTIONS OUTSTANDING EXERCISABLE
--------------------------------------------- --------------------------
Weighted
Number Average Number Weighted
Outstanding at Remaining Weighted Exercisable at Average
December 31, Contractual Average Exercise December 31, Exercise
Range of Exercise Price 2008 Life Price 2008 Price
- ---------------------------------------------------------------------------------------------------------
OPTIONS
0.08 - 0.36 10,250,000 2.00 $ 0.10 10,250,000 $ 0.10
1.00 55,000 4.34 1.00 55,000 1.00
10.00 55,000 1.00 10.00 55,000 10.00
-------------- --------------
10,360,000 10,360,000
-------------- --------------
NOTE 7 - RELATED PARTY TRANSACTIONS
In connection with the acquisition of Clear Image Acquisition Corp. by
RevMed, Ron Wheet, CEO and Director, received 2,286,000 shares of restricted
RevMed common stock, Dr. Beahm, a Director, received 1,599,125 shares of
restricted RevMed common stock, and Mr. O'Brien, a Director, received 1,645,625
shares of restricted RevMed common stock. Mr. Wheet and Mr. O'Brien were
directors and shareholders and Dr. Beahm was a shareholder of Clear Image
Acquisition Corp. prior to its acquisition by the Company.
During the year ended December 31, 2008, the Company accrued $180,000 of
salary payments due to Tom O'Brien, a director, for his service as president of
Clear Image, Inc. Mr. O'Brien's monthly salary is $15,000.
NOTE 8 - REVERSE STOCK SPLIT
On January 18, 2007, the Company's name changed from Maxxon, Inc. to
Revolutions Medical Corporation and the Company's common stock was reverse split
on a 20 to 1 basis which changed the number of outstanding shares of common
stock from 145,560,798 to 7,272,972. The number of authorized shares of common
stock was not affected by the reverse stock split and remains at 250,000,000
shares.
NOTE 9 - ACQUISITION OF CLEAR IMAGE ACQUISITION CORP
In December 2008, the Company acquired the minority interest of Clear Image
Acquisition Corporation ("Acquisition Corp"). The Company had previously
acquired 62.2% of Acquisition Corp as part of the acquisition of Clear Image,
Inc. ("Clear Image") in March 2007. The purchase price for the remaining
minority interest of Acquisition Corp, excluding transaction costs, included a
stock payment of 12,208 shares at closing.
On March 26, 2007, RevMed completed the acquisition of Clear Image
Acquisition Corporation ("Acquisition Corp.") in exchange for 8,273,788 shares
of RevMed common stock. Acquisition Corp is a company that was formed by certain
shareholders of Clear Image, Inc. ("Clear Image") in order to assemble a control
block of the shares of Clear Image for the purposes of such a transaction. The
sole asset of Acquisition Corp was a block of 8,260,139 shares of the Common
Stock of Clear Image, a development stage company which is developing certain
proprietary and patent pending technology related to color MRI scans. The block
of Clear Image shares owned by Acquisition Corp represented 62.2% of Clear
Image's outstanding common stock. By acquiring Acquisition Corp, RevMed has
acquired control of Clear Image, Inc. as a partially-owned subsidiary.
37
In determining the number of shares to be exchanged by RevMed for the
shares of Clear Image shares held by Acquisition Corp., the Board based the
transaction value on the funds expended by Clear Image for the color MRI
technology in its then current state, using a value of Forty Cents ($.40) per
share, which was the average market value when the acquisition agreement was
signed in January, 2007. During the third quarter of 2007, it was determined
that the accounting treatment for the transaction should be accounted for in
accordance with FASB Interpretation No. 4. "Applicability of FASB Statement No.2
to Business Combinations Accounted for by the Purchase Method" and Statement of
Financial Accounting Standards No. 2 "Accounting for Research and Development
Costs." which require research and development costs to be expensed if there are
no alternative uses. Accordingly, the Company recorded goodwill of $23,274 and
an expense of $3,309,515.
The shareholders of Acquisition Corp. did not receive a larger portion of
the voting rights in RevMed, the surviving company, because of RevMed's
outstanding preferred stock (See Note 5. "Preferred Stock and Common Stock
Transactions"), so the transaction did not require the use of recapitalization
or reverse merger accounting. RevMed plans to pay the minimal costs of
Acquisition Corp's liquidation and dissolution.
Prior to RevMed's acquisition of Acquisition Corp., RevMed's officer and
directors were directors and shareholders of Clear Image, Inc. and, along with
other shareholders, contributed their Clear Image shares to Acquisition Corp. In
connection with RevMed's acquisition of Acquisition Corp., Ron Wheet, RevMed's
CEO and a Director, received 2,286,000 shares of RevMed restricted common
stock;Dr. Beahm, a Director, received 1,599,125 shares of RevMed restricted
common stock; and Mr. O'Brien, a Director, received 1,645,625 shares of RevMed
restricted common stock.
NOTE 10 - SUBSEQUENT EVENT
On March 25, 2009, the Company signed a six-month agreement with a Japanese
firm to serve as an institutional public relations consultant as well as an
investment banking liaison to attempt to arrange financing for the purpose of
working capital as an intermediary. This is a non-exclusive contract for which
the consultant will be paid 250,000 shares of common stock upfront and 7% of any
financing raised going forward. This common stock is restricted as to resell for
six months.
38
Index to and Description of Exhibits
- ------------------------------------
EX
No. Description of Exhibit
- --- ----------------------
2.1 Amended Articles of Incorporation (filed as Exhibit 2.1 to our Amended Form
10-SB filed August 15, 2001 with amendment filed as Exhibit A to our
Definitive 14 C Information Statement filed November 29, 2007)
2.2 Bylaws (filed as Exhibit 2.2 to our Amended Form 10-SB filed August 15,
2001)
4.1 Form of Common Stock Certificate (filed as Exhibit 3.1 to our Form 10-SB
filed December 23, 1999
10.1 Joint Venture Agreement with Globe dated November 3, 2006 (incorporated
herein by reference to Exhibit 10.1 of the Company's Form 10-QSB for the
quarter ended September 30, 2006, filed with the SEC on November 17, 2006)
10.2 Safety Scalpel Joint Venture agreement with Globe dated August 11, 2006
(incorporated herein by reference to Exhibit 10.2 of the Company's Form
10-QSB for the quarter ended June 30, 2006, filed with the SEC on August
19, 2006.)
10.3 Employment Agreement with Rondald L. Wheet (Exhibit 10.3 of the Company's
Form 10-KSB for the year ended December 31, 2007)
10.4 Mutual Release and Settlement Agreement between the Company and Gifford M.
Mabie dated April 14, 2006 (incorporated herein by reference to Exhibit
10.13 of the Company's Form 10-KSB for the year ended December 31, 2004,
filed with the SEC on April 15, 2006.)
10.5 Agreement and Plan of Merger between Cerro Mining Corporation and the
Company. dated May 9, 1997 (filed as Exhibit 6.6 to our Form 10-SB filed
December 23, 1999)
10.6 Agreement and Plan of Merger between Clear Image Acquisition Corporation
and the Company dated January 26, 2007 (filed as Exhibit 10.6 to our Form
8-K filed January 26, 2007)
31.1 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification Pursuant To 18 U.S.C. 1350), As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002*
* Filed Herewith
39
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
REVOLUTIONS MEDICAL CORPORATION
/s/ RONDALD L. WHEET
-----------------------
By: Rondald L. Wheet,
Chief Executive Officer
March 30, 2009
Pursuant to the requirements of 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/ RONDALD L. WHEET Chief Executive Officer and Director March 30, 2009
- -------------------- (Principal Executive Officer and
Rondald L. Wheet Principal Accounting Officer)
/s/ DR. THOMAS BEAHM Director March 30, 2009
- --------------------
Dr. Thomas Beahm
/s/ THOMAS O'BRIEN Director March 30, 2009
- ------------------
Thomas O'Brien
40