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EX-31.2 - CERTIFICATION - Revolutions Medical CORPrmcp_ex312.htm
EX-31.1 - CERTIFICATION - Revolutions Medical CORPrmcp_ex311.htm
EX-32.1 - CERTIFICATION - Revolutions Medical CORPrmcp_ex321.htm
EX-32.2 - CERTIFICATION - Revolutions Medical CORPrmcp_ex322.htm


SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
 
FORM 10-K
 
þ  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended December 31, 2009
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
REVOLUTIONS MEDICAL CORPORATON
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-15165  
 
73-1526138
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number) 
 
(I.R.S. Employer  Identification Number)
 
670 MARINA DRIVE, 3RD FLOOR
CHARLESTON, SC 29492
 (Address of principal executive offices, including zip code)

(843) 971-4848
 (Registrant’s telephone 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 o No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o

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. o

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 
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2009, based on a closing price of $0.30, was approximately $9,413,592.30.

As of March 31, 2010, the registrant had 35,694,391 shares of its common stock, par value $0.001, outstanding.
 


 
 

 
 
REVOLUTIONS MEDICAL CORPORATION
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2009

INDEX TO REPORT ON FORM 10-K

PART I
 
Page
 
           
ITEM 1.
BUSINESS
     
ITEM 1A.
RISK FACTORS
     
ITEM 1B.
UNRESOLVED STAFF COMMENTS
    14   
ITEM 2.
PROPERTY
    15   
ITEM 3.
LEGAL PROCEEDINGS
    15   
ITEM 4.
(REMOVED AND RESERVED)
    15   
           
PART II
       
           
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    16   
ITEM 6.
SELECTED FINANCIAL DATA
    16   
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    16   
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    19   
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    19   
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    19   
ITEM 9A (T).
CONTROLS AND PROCEDURES
    19   
ITEM 9B.
OTHER INFORMATION
    20   
           
PART III
       
           
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
    21   
ITEM 11.
EXECUTIVE COMPENSATION
    22   
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    23   
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    24   
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
    25   
           
PART IV
       
           
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    26   

 
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FORWARD LOOKING STATEMENTS

 
Included in this Form 10-K are “forward-looking” statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise.
 
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PART I
 
ITEM 1. BUSINESS.

Since 1997, Revolutions Medical Corporation (“Revolutions Medical,” the “Company,” “we,” “us” or “our”) has been endeavoring to design, develop and commercialize retractable safety needle devices. Our present product development effort is focused on the RevVac retractable safety syringe, which is designed specifically to reduce accidental needle stick injuries.
 
On February 22, 2009, the Company announced that it had received notification from the Federal Drug Administration (“FDA”) that the 510K application for the 3cc RevVac Safety Syringe was approved.
 
During 2009, Revolutions Medical, through its consultant, Strategic Product Development, Inc., redesigned the RevVac safety syringe to reduce its parts and make it less expensive and easier to mass manufacture. The Company completed the redesign in the fall of 2009 and in December 2009, started the pilot run step of the mass manufacturing process. This pilot run will produce market ready samples that the Company can take to distributors, manufactures, and possible strategic partners.

Revolutions Medical’s newly acquired proprietary MRI software technology tools are now referred to as RevDisplay, RevColor, and Rev3D.
 
Revolutions Medical is now focused on developing and commercializing 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.  An 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 release a signal.  The released 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.

The Company is engaged in the development of technology which can segmented 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 Clear Image 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, the Company owns four (4) separate patent applications, filed in June of 2007, each of which were assigned over by Clear Image’s consultant, Richard Theriault.  

The Company is currently working with numerous sources to clinically validate its proprietary MRI software tools. Once the Company receives its first validations, it can implement its software as service (SAS) business model to market its tools globally using teleradiology.

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 mass manufacturing, distributing and commercialization of the RevVac retractable safety syringe and our proprietary 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.
 
On February 22, 2009, the Company announced that it had received notification from the FDA that the 510K application for the 3cc RevVac Safety Syringe has been approved. Furthermore, FDA approval is not needed for educational and research use of our RevDisplay, RevColor and Rev3D MRI software products. The Company plans on marketing these products for such use very soon.
 
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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.

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, Becton-Dickinson, 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 GPOs, which would severely limit our product’s marketability in the United States. See “RISK FACTORS.”

We presently do not have any products for sale, but expect to have one or more products for sale by the end of 2010. 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.”
 
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 RevVac 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. The Company 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.
 
The Company introduced its proprietary Color MRI software tools at the prestigious Radiological Society of North America (RSNA) show in Chicago, IL at the beginning of December 2009.  Based upon the feedback from the show, the Company is currently working on clinical validations with numerous sources directed at concussions, stroke, Alzheimer’s and breast disease.  The Company believes that its proprietary color MRI software will eventually aid in the enhanced diagnosis, detection, and monitoring of such diseases and afflictions.

When an MRI is taken, the black and white images are sent to a picture archiving and communication system (“PACS”), which displays the images for a radiologist to view.  By using high speed internet, these images can be securely sent to the Company’s secure website, after a secure account is opened. This process is called teleradiology. For a small nominal fee the Company will use its proprietary software, based upon specific parameters and information provided, and send back the images in enhanced color and sorted in correct sequence along with the original black and white images in a matter of minutes.  A video of the MRI software can be found on the Company’s website.

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 needle sticks and by government mandates.

Sources of Raw Materials and the Names of Principal Suppliers

We do not presently manufacture any products, so we have no raw material 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.”
 
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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.

Patents, Trademarks, Licenses, Royalty Agreements or Labor Contracts
 
In June 2007, we filed four utility patents focused on its MRI imaging software technology. These patents were based on the provisional patents and acquired in the Clear Image Acquisition transaction in 2008.  It is believed that these patents will provide the basis for a family of MRI imaging and search product offerings and also solidify its established intellectual property. See “RISK FACTORS.”
 
In September 2005, we filed a patent  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 with Globe Med Tech, 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 SAFETY SYRINGE PATENTS. A U.S. patent covering our retractable safety syringe design was published on January 28, 2005. This patent will expire on April 9, 2023. Two additional US patents covering the Company's vacuum design have been issued and published prior to this patent. The Company has filed applications for foreign patent protection for the following countries: Canada, Mexico, Taiwan, Japan, China, Australia, and in Europe. 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 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, the Company filed four patent applications related to the Color and 3D MRI technology, none of which has yet been published. The Company also filed an application for foreign patent protection in Europe. 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. See RISK FACTORS.
 
Employment Agreements

Employment Agreement with Rondald L. Wheet, CEO

Effective March 31, 2008, the Company and Mr. Wheet, our CEO, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $225,000. As of December 31, 2009, the Company owed Mr. Wheet $57,724.19 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.
 
Employment Agreement with Thomas O’Brien, President

Effective October 26, 2009, the Company and Mr. O’Brien, our President, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $180,000. He is responsible for the administration, supervision, management and control of the business development of the Company, including the research, development, manufacture, marketing and sales of its current products and such future products as may be added to the Company’s business from time to time. 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.
 
 
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Mr. O’Brien 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 or substantially 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. O’Brien to relocate or assigns duties not commensurate with his position as the President, (v) Mr. O’Brien is removed from the Board of Directors and (vi) the Company defaults in making payments required to Mr. O’Brien under this agreement. For two years following his resignation or termination, Mr. O’Brien 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, 2009, the Company has accrued $461,449.19 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.

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.

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.

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 on future planned products, 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.
 
 
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There is a different set of regulatory requirements in place for the European Union (EU). In the EU, a 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.
 
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 needle sticks. 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 Needle stick Safety and Prevention Act amending OSHA’s Blood borne Pathogens Standard to require that employers implement the use of safer medical devices in their facilities. To implement the statutory mandates in the Needle stick Safety and Prevention Act, OSHA has issued a number of further revisions to its Blood borne 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.

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 Blood borne 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 Blood borne 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.
 
Estimate of the Amount Spent on Research and Development
 
R&D expenses were $303,000 and $246,040 in 2009 and 2008, respectively.
 
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.
 
 
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Number of total employees and number of full time employees
 
We presently have 3 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.”

ITEM 1A. 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, 2009, “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, 2009, 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.
 
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 RevVac 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.
 
 
9

 
 
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
 
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 RevVac 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.
 
 
10

 

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.

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 31, 2010, there are 13,153,750 options outstanding, which consisted of options to purchase common stock at exercise prices ranging from .08-.55 cents per share, all of which are exercisable. 9,453,750 were granted in 2007 and 2008 at a weighted average price of .08 per share and are considered in the money as of March 31, 2010.  3,700,000 options outstanding are presently out of the money, of which 200,000 are exercisable at .30 per share and 3,500,000 are exercisable at .55 per share. 11,953,750 of the options, as of March 31, 2010 were granted to officers and directors.

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.

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 2009, the Company issued 630,000 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 31, 2010, we had 250,000,000 shares authorized and 35,694,391 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.
 
12

 

IF WE CANNOT GENERATE ADEQUATE, PROFITABLE SALES OF OUR PLANNED PRODUCTS, WE WILL NOT BE SUCCESSFUL
 
In order to succeed, 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.

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.
 
 
13

 
 
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, 2009, we had accumulated a deficit of $(23,001,467).  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, 2008. 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 the 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
 
Because Mr. Wheet owns 1,000,000 Series 2006 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 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 1B.   UNRESOLVED STAFF COMMENTS.

Not applicable.
 
 
14

 
 
ITEM 2. PROPERTY.

On September 1, 2009, the Company entered into a five (5) year lease agreement with Osprey South, LLC (“Osprey”), to lease the property at 670 Marina Drive, Suite 301, Building F, Charleston, South Carolina, 29492.  The leased property is approximately 2,395 square feet.  During the course of the five (5) year lease, ending on August 31, 2014, the Company is to pay to Osprey $4,500 in monthly rental installments payable on the first day of each succeeding month.

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, a lawsuit for fraud and contempt of court against Globe Med Tech and Andy Hu, individually. In response, Globe filed a motion to stay the lawsuit based upon the forum selection clause in the joint venture agreement between RMC and Globe, which provides that the exclusive forum for all disputes relating to the Joint Venture Agreement shall be Oklahoma state court/Tulsa County. Due to the Texas state district’s court’s backlog of cases and the withdrawal of Globe and Hu’s counsel, the motion to stay was not heard until May 1, 2009. The motion was granted as to Globe; however, Hu did not join in the motion and, after the May 1st hearing, filed a separate motion to stay, based upon the same grounds as Globe’s motion. Hu’s motion to stay was denied at a May 8th, 2009 hearing. Accordingly, RMC intends to proceed with discovery with respect to its claims against Hu, including without limitation obtaining the deposition of key witnesses.

The Company’s is pursuing its lawsuit in the District Court of Tulsa County, Oklahoma, against Globe Med Tech to rescind, terminate and seek monetary damages for the non-fulfillment and breach of the joint venture agreement entered into November 3, 2005 with new counsel, Parks and Beards.  The Company expects to have a scheduled court date in 2010.

ITEM 4. (REMOVED AND RESERVED).

 
15

 
PART II
 
ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(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, 2009 
 
$
0.540
   
$
0.350
 
September 30, 2009 
 
$
0.540
   
$
0.270
 
June 30, 2009
 
$
0.650
   
$
0.400
 
March 31, 2009 
 
$
0.540
   
$
0.200
 
December 31, 2008 
 
$
0.480
   
$
0.140
 
September 30, 2008
 
$
0.570
   
$
0.260
 
June 30, 2008
 
$
0.590
   
$
0.120
 
 
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 December 31, 2009, we estimate that there were approximately 613 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.   SELECTED FINANCIAL DATA

The Company does not have any significant trends in its financial condition or results of operations to be disclosed.
 
ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT.

PLAN OF OPERATION

Since 1997, we have been working to design, develop and commercialize retractable safety needle devices. Our present product development effort is focused on the RevVac retractable safety syringe, which is designed specifically to reduce accidental needle stick injuries. On February 22, 2009, the Company received notification from the FDA that the 510K application for the RevVac Safety Syringe has been approved.

In December 2008, the Company completed the acquisition of the sole asset of Clear Image Acquisition Corporation (“Acquisition Corp”) pursuant to the Plan and Agreement of Reorganization of January 26, 2007. See Note 9 “Acquisition of Clear Image Acquisition Corp” to the consolidated financial statements for the year ended December 31, 2008 appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission March 30, 2009.

Because our planned products are in various stages of development and/or manufacturing, 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 mass manufacturing, distribution, and commercialization of the RevVac retractable safety syringe and the Company’s proprietary color MRI software. It could be months, if ever, before our planned products are sold in the United States or anywhere else in the world.
 
 
16

 

Status of Planned Products

On April 23, 2009, the Company announced that it had acquired the exclusive rights to license an FDA-approved breast biopsy localization system. The Company recently signed a worldwide exclusive license agreement with Strategic Product Development for an image-guided navigation system that incorporates high accuracy breast biopsies systems (“BSS”) to conventional mammography systems, which number more than 50,000 globally. This technology has already received 510K market clearance by the FDA. BSS facilitates accurate and fast non-palpable lesions and micro calcification localization in the treatment of breast cancer. It is a low-cost, standalone stereotactic image-based system which uses data from a pair of mammograms to enable radiologists to accurately position a localization needle or biopsy tool at the location of suspicious abnormalities. The system can also be modified to leverage existing popular biopsy tools. The technology can be used to provide a technology platform for future development, including multi-modal breast imaging for the image fusion of MRI and X-Ray images. The BSS will be modified to use Rev Med’s proprietary safety syringe technology as well. The Company believes that this technology has the potential to be deployed in the vast majority of more than 50,000 mammography machines that are currently in use worldwide, including more than 15,000 in the United States.

In May 2009, the US Patent Office informed SPD that the one pending patent application covering this technology should be separated into 4 specific patents. Since the Company’s major interest is in the Breast Stabilization technology patent, which has now been separated from the rest of the technology, it is in negotiations to acquire just that one patent rather than licensing the whole technology. The Company expects to complete negotiations in 2010.

On February 22, 2009, the Company announced that it had received notification from the FDA that the 510K application for the RevVac Safety Syringe has been approved. Furthermore, FDA approval is not needed for educational and research use of our RevDisplay, RevColor and Rev3D MRI software products. The Company plans on marketing these products for such use very soon.

The RevVac Safety 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 our 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.

The Company is in the process of completing the Pilot Run of its 3cc RevVac Safety Syringe, which is the first step in the mass manufacturing process. Once this is completed, the Company will have final market samples and can seek out distributors and manufacturers, The Company will need to secure additional capital needed to make the high volume moulds, assembly, packaging and labeling equipment or look to strategic partnerships whom can provide such capital.

The Company is currently working with numerous sources to clinically validate its proprietary MRI software tools. Once the Company receives its first validations, it can implement its software as service (SAS) business model to market its tools globally using teleradiology.

RESULTS OF OPERATION

For the year ended December 31, 2009 compared to December 31, 2008

During the years ended December 31, 2009 and 2008, the Company had no revenues and continued to focus on obtaining government approval for its medical devices.  Related to this process, in 2009 the Company incurred $541,674 in general and administrative expenses compared to $831,000 in 2008.  These expenses primarily relate to legal fees associated with obtaining FDA approval and expenses associated with refining our current products to a production level quality.  We utilize third parties for this process.  We also incurred approximately $303,000 and $246,000 in 2009 and 2008 respectively in research and development costs to continue to research enhancements to our products.  During 2007, the Company acquired research and development activities of Clear Image, Inc and expensed $3,309,515 related to the research and development activities that were determined to not have viable alternate uses .

In order to fund the governmental approval process, we issue stock options and/or common stock when it is acceptable to the third party for services rendered in assisting us in the approval process.   Compensation cost related to the issuance of stock options to outside parties for services rendered in 2009 and 2008 were approximately $329,000 and $259,000 respectively.  We also sell stock as needed for cash to be used in our operations.  In 2009 and 2008, respectively, we receive proceeds from exercise of stock options or sale of stock of approximately $1,976,923 and $698,000.  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.”
 
 
17

 
 
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 35,197,891 shares were issued and outstanding as of December 31, 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.

Product Development and Research Plan for the Next Twelve Months

The Company will continue with the completion of the 3cc RevVac Safety Syringe Pilot Run and the mass manufacturing, distribution and commercialization of it throughout 2010. The Company will also finish design work on the 1cc, 5cc, and 10cc RevVac safety syringes. It is very important to have the various sizes to complete the line of safety syringes for its future customers. Production of these new sizes will not occur until 2011. The Company will finish design work on its Revlock system, an interchangeable needle system for its RevVac Safety Syringe. Also, the Company will explore all avenues of business relating to its line of safety syringes including; veterinary, cosmetics, dentistry, and prefilled syringes.

The Company will continue to validate clinical applications for concussions, Alzheimer, stroke and breast disease using its proprietary MRI software tools. The Company continues to work with its currents sources but will seek out additional teaching hospitals and strategic partnerships to further its research.  The Company believes that it has just started to see the results of its impressive clinical work now and would like to see its MRI software tools used more in research for the four areas of immediate need it identified in 2010.

Liquidity, Capital Resources and Cash Requirements

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.

As of December 31, 2009, 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.  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.

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 35,197,891 shares were issued and outstanding as of December 31, 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.
 
Expected Purchase or Sale of Plant and Significant Equipment

None.

Expected Significant Changes in the Number of Employees

None.
 
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ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See Part F/S.

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

None.
 
ITEM 9A(T). 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.

Our principal executive officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2009, and concluded that the disclosure controls and procedures were not effective as a whole, and that the deficiency involving internal controls constituted a material weakness as discussed below.
 
 
19

 

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, 2009, 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, 2009, and identified the following material weaknesses:
 
    ·     
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.
 
    ·     
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.
 
    ·     
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 as soon as we start operations we plan to hire personnel and resources to address these material weaknesses. We believe these issues can be solved with hiring in-house accounting support and plan to do so as soon as we have funds available for this.   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.

ITEM 9B.   OTHER INFORMATION.

None.

 
20

 
 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers at December 31, 2009. There is no familial relationship between or among the nominees, directors or executive officers of the Company:

NAME
 
AGE
 
POSITION
 
OFFICER AND/OR DIRECTOR SINCE
             
Rondald Wheet
    44  
Chairman, Chief Executive Officer
 
March 2005
Thomas M. Beahm
    59  
Director
 
October 2007
Thomas O’Brien
    62  
Director
 
October 2007
 
Rondald Wheet, age 44, is Chairman and Chief Executive Officer of RMCP and has served in such capacity since March 16, 2005.

Mr. Wheet has over fifteen (15) years experience in the investment banking industry and while working for several NASD registered broker dealers has raised in excess of $100 million for small cap companies. He held five licenses with the NASD; series 4, 7, 24, 63, and 65.  He operated in a management and principal capacity for 10 years during that time and was a compliance officer for 2 years. He worked for investment firms such as Cohig & Associates, Scott and Stringfellow, Fortress Financial, and RichMark Capital. He was in charge of opening up three different brokerage offices from the beginning, including finding ideal office space, hiring personnel, becoming NASD compliant and turning them into successful branch offices.  He started his own consulting business in 2002, Mansfield Garrett, Inc., and worked with many start up and micro cap companies; giving advice on capital raising, strategic partnerships, stock awareness, hiring top management  and going to the public market. He served on the Board of Directors for Clear Image, Inc. since 2004. Ron is past President of the Metropolitan Exchange Club of Charleston, SC. He received a Bachelor of Science degree from the University of Towson in both Finance and International Business in 1987.
 
Thomas M. Beahm, MD, FACS, age 59, 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 62, 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.
 
Family Relationships
 
There are no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.
 
Subsequent Executive Relationships
 
There are no family relationships among our directors and executive officers. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past five years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past five years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past five years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past five years.
 
 
21

 
 
None of our directors or executive officers or their respective immediate family members or affiliates are indebted to us.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
 
Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the following reports required to be filed with respect to transactions in our Common Stock during the fiscal year ended December 31, 2009 were timely.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
 
                       
Long Term Compensation
 
   
Annual Compensation
 
Awards
   
Payouts
 
Name and Principal
Position 
 
Year 
 
Salary
   
Bonus
   
Other Annual Compensation
 
Restricted Stock Awards
 
Securities Underlying 
Options /SARs
   
LTIP Payouts
       
                                           
Ron Wheet,CEO 
 
2009
 
$
225,000
   
$
-0-
   
$
-0-
     
$
     
$
-0-
   
$
-0-
 
                                                       
Ron Wheet, CEO 
 
2008
 
$
206,250
 (1) 
 
$
-0-
   
$
-0-
     
$
-
   
$
-0-
   
$
-0-
 
                                                       
Thomas O’Brien, President
 
2009
 
$
180,000
 (2)
 
$
-0-
   
$
-0-
     
$
     
$
-0-
   
$
-0-
 

(1)  
As of December 31, 2009, $57,724.19 is owed to Mr. Wheet for accured salary from 2007 and 2006.

(2)  
As of December 31, 2009, $88,725 is owed to Mr. O'Brien for accured salary from 2008 Clear Image employement agreement.
 
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
 
Name 
 
Shares
Acquired 
on Exercise 
 
Value Realized 
 
Number of Securities Value of Underlying Unexercised  Options/SARs
at FY-End Exercisable/ Unexercisable 
 
Unexercised In-the-Money
Options/SARs at FY-End
Exercisable/Unexercisable
                 
 Ron Wheet, CEO
 
N/A 
 
N/A
 
5,000,000 (1)
 
.08 exercise price
                 
Thomas O’Brien, President
         
2,000,000
 
.08 exercise
 
(1)  
Mr. Wheet exercised 2,000,000 of these options in 2009.

Employment Agreements
 
Employment Agreement with Rondald L. Wheet, CEO
 
Effective March 31, 2008, the Company and Mr. Wheet, our CEO, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $225,000. As of December 31, 2009, the Company owed Mr. Wheet $57,724.19 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.
 
 
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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.

Employment Agreement with Thomas O’Brien, President

Effective October 26, 2009, the Company and Mr. O’Brien, our President, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $180,000. He is responsible for the administration, supervision, management and control of the business development of the Company, including the research, development, manufacture, marketing and sales of its current products and such future products as may be added to the Company’s business from time to time. 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. O’Brien 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 or substantially 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. O’Brien to relocate or assigns duties not commensurate with his position as the President, (v) Mr. O’Brien is removed from the Board of Directors and (vi) the Company defaults in making payments required to Mr. O’Brien under this agreement. For two years following his resignation or termination, Mr. O’Brien 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, 2009, the Company has accrued $461,449.19 pursuant to other employment agreements.  $88,725 is the remaining accrued salary for Thomas O’Brien from a prior employment agreement with Clear-Image Acquisition Corp in 2008.  $57,724.19 is the remaining accrued salary for Rondald L. Wheet from a prior employment agreement with Revolutions Medical for the years 2006 and 2007.  The remaining amount of $315,000 is for accrued salaries of prior management before March of 2005.  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.

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

As of December 31, 2009, the Company has accrued $461,449.19 pursuant to other employment agreements.  $88,725 is the remaining accrued salary for Thomas O’Brien from a prior employment agreement with Clear-Image Acquisition Corp in 2008.  $57,724.19 is the remaining accrued salary for Rondald L. Wheet from a prior employment agreement with Revolutions Medical for the years 2006 and 2007.  The remaining amount of $315,000 is for accrued salaries of prior management before March of 2005.  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.
 
Name and Address
 
  Beneficial  
Relationship to Company
 
    Outstanding  
Common Stock
 
 Percentage of
Ownership Common Stock
             
Rondald L. Wheet 2073 Shell Ring Circle Mt. Pleasant, SC 29466
 
CEO and Chairman 
 
4,312,000  
 
12.14%*
             
Dr. Thomas Beahm
 
Director  
 
2,169,599 
 
6.11%
             
Thomas O’Brien   
 
President
 
1,784,349 
 
5.03%
             
Officers and Directors Total
 
-
 
8,265,948
 
23.28%
  
* Does not include the 1,500,000 shares of Series 2006 Preferred Stock, described below.
 
 
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Preferred Stock
 
The Company has 5,000,000 shares of Preferred Stock ($0.001 par value) authorized. As of March 31, 2010 there were 1,500,000 shares of Preferred Stock outstanding. On October 24, 2006, the Company designated 1,000,000 shares as Series 2006 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. The Company designated 500,000 shares of Series 2006 Preferred Stock to Tom O'Brien in October 2009, according to 3 year employment contract.
 
Common Stock Options and Warrants Outstanding

As of March 31, 2010, there are 13,153,750 options outstanding, which consisted of options to purchase common stock at exercise prices ranging from .08-.55 cents per share, all of which are exercisable. 9,453,750 were granted in 2007 and 2008 at a weighted average price of .08 per share and are considered in the money as of March 31, 2010. 3,700,000 options outstanding are presently out of the money, of which 200,000 are exercisable at .30 per share and 3,500,000 are exercisable at .55 per share.  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 11,953,750 of the options, as of March 31, 2010 were granted to officers and directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
None.
 
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ITEM 14. PRINCIPAL ACCOUNTING 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, 2009 and 2008 were $16,715 and $13,629 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, 2009 and 2008 were $29,307.36 and $20,395.
 
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, 2009 and 2008 were $-0- and $-0-, respectively.
 
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

    ·      
approved by our audit committee; or

    ·      
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors.

 
25

 

PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this Report.
 
EXHIBIT NO.       DESCRIPTION
             
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 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2
 
Certification of 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*
     
32.2
 
Certification Pursuant To 18 U.S.C. 1350), As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 
26

 
 
PART F/S
 
INDEX TO FINANCIAL STATEMENTS
 
AUDITED FINANCIAL STATEMENTS

Independent Registered Public Accounting Firm
    F-1  
         
Balance Sheets At December 31, 2009 and 2008
    F-2  
         
Statements Of Operations  From Inception (August 16, 1996) Through December 31, 2009 And For The Years Ended December 31, 2009 and 2008
    F-3  
         
Statements Of Cash Flows >From Inception (August 16, 1996) Through December 31, 2009 And For The Years Ended December 31, 2009 and 2008
    F-4  
         
Statements Of Shareholders' Equity From Inception (August 16, 1996) Through December 31, 2009
    F-6  
         
Notes to Financial Statements
    F-12 to F-18  

 
27

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders of Revolutions Medical Corporation:

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, 2009 and 2008, and the related statements of operations, shareholders’ equity, and cash flows for the years ended December 31, 2009 end 2008 and for the period from December 16, 1996 (inception) to December 31, 2009. 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, 2009, and the results of its operations and its cash flows for the years ended December 31, 2009 and 2008 and for the period from December 16, 1996 (inception) to December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As 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/Hood Sutton Robinson & Freeman CPAs, P. C
 
     
     
 
Hood Sutton Robinson & Freeman CPAs, P. C.
 
 
Certified Public Accountants
 
     
 
March 31, 2010
 
 
Tulsa, Oklahoma
 


 
F-1

 
 
REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
(A Development Stage Company)
 
BALANCE SHEET
December 31, 2009 and 2008
 
   
December 31, 2009
   
December 31, 2008
 
ASSETS
           
CURRENT ASSETS
           
Cash     
  $ 67,228     $ 4,796  
Fixed Assets
    36,152          
Goodwill
    52,671       23,276
                 
 TOTAL ASSETS   
  $ 156,051     $ 28,072  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities  
  $ 133,388     $ 466,683  
Accrued Salaries  
    461,449       1,158,103  
Notes Payable and Accrued Interest  
    10,000       143,429  
                 
     Total current liabilities  
    604,837       1,768,215  
                 
         Total liabilities   
    604,837       1,768,215  
                 
Minority Interest   
    --       --  
                 
SHAREHOLDERS’ DEFICIENCY
               
Preferred stock, $0.001 par value,
               
 5,000,000 shares authorized; 1,000,000 shares
               
 issued and outstanding    
    1,500       1,000  
Common stock, $0.001 par value,
               
250,000,000 shares authorized; 35,197,891 and
               
26,883,195 shares issued and outstanding at
               
    December 31, 2009 and 2008, respectively   
    35,198       26,883  
                 
Paid in capital     
    22,515,983       18,769,691  
Deficit accumulated during the development stage
    (23,001,467 )     (20,537,717 )
                 
     Total shareholders’ deficiency   
    (448,786 )     (1,740,143 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY 
  $ 156,051     $ 28,072  
 
The accompanying notes are an integral part of the interim financial statements

 
F-2

 
REVOLUTIONS MEDICAL CORPORATION
 (A Development Stage Company)
 
STATEMENTS OF OPERATIONS
From Inception (August 16, 1996) Through December 31, 2009 and
For The Years Ended December 31, 2009 and 2008

 
   
FROM INCEPTION 
(AUGUST 16, 1996) THROUGH
DECEMBER 31, 2009
   
YEAR ENDED
DECEMBER 31, 2009
   
YEAR ENDED
DECEMBER 31, 2008
 
                   
Investment Income    
 
$
170,753
   
$
--
   
$
--
 
Other Income   
   
3,857
     
--
     
--
 
     
174,610
     
--
     
--
 
EXPENSES
                       
Research and development    
   
2,586,056
     
303,000
     
246,040
 
    Purchased R&D- Clear Image
                       
Transaction (See Note 3)  
   
3,309,515
     
--
     
--
 
General and administrative    
   
15,109,438
     
541,674
     
831,528
 
                         
    Total operating expenses  
   
21,005,008
     
844,674
     
1,077,568
 
                         
Operating loss  
   
(20,830,399
)  
   
(844,674
)    
   
(1,077,568
)
                         
Interest income  
   
17,276
     
--
     
--
 
                         
Interest expense 
   
122,297
     
--
     
--
 
                         
Gain on disposal of assets  
   
794
     
--
     
--
 
                         
Gain on extinguishment of debt   
   
(152,914)
     
(163,312)
     
10,398
 
                         
Depreciation and amortization    
   
79,070
     
3,534
     
--
 
                         
Compensation cost for options 
   
2,018,280
     
1,452,231
     
342,801
 
                         
Net loss before minority interest 
   
(23,184,890
   
(2,463,751
)   
   
(1,409,971
)
                         
Minority Interest in Subsidiary Loss 
   
(183,422
)  
   
                --
    
   
(74,817
)
                         
Net loss from operations 
 
$
(23,001,468
 
$
(2,463,751
 
$
(1,335,154
)
                         
Weighted average shares outstanding 
   
36,809,095
     
31,848,172
     
14,541,824
 
                         
 Net loss per share (Note 1)   
 
$
(0.62
 
$
(0.08
 
$
(0.09
)
 
The accompanying notes are an integral part of the interim financial statements

 
F-3

 
REVOLUTIONS MEDICAL CORPORATION
(A Development Stage Company)
 
STATEMENTS OF CASH FLOWS
From Inception (August 16, 1996) Through December 31, 2009 and
 For The Years Ended December 31, 2009 and 2008

   
FROM INCEPTION  (AUGUST 16,1996)  THROUGH
DECEMBER 31, 2008
   
YEARS ENDED
 
       
DECEMBER 31, 2009
   
DECEMBER 31, 2008
 
OPERATING ACTIVITIES
                 
Net loss   
 
$
(20,537,717
)
 
$
(2,463,751
 
$
(1,335,154
)
Plus non-cash charges to earnings:
                       
Stock compensation expense
   
566,049
     
1,452,231
     
342,801
 
Depreciation and amortization 
   
75,525
     
3,534
     
-
 
Purchase R&D - Clear Image   
   
3,309,514
     
--
     
--
 
Common stock issued for services     
   
3,617,328
     
636,041
     
259,920
 
Preferred stock issued for services       
   
20,000
     
250,000
     
-
 
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
)   
   
(4,395
   
-
 
(Increase) decrease in goodwill      
   
(23,276
)  
   
-
     
-
 
(Increase) decrease in other receivables 
   
(176,577
   
-
     
-
 
Increase (decrease) in accrued salaries and consulting 
   
933,051
     
(696,655
)  
   
(56,550
)
Increase (decrease) in accrued interest    
   
91,177
     
-
     
-
 
Increase (decrease) in accounts payable and accrued liabilities  
   
1,558,230
     
(333,294
   
182,359
 
                         
Total operating activities  
   
(5,743,697
)  
   
(1,156,289
   
(625,225
)
                         
INVESTING ACTIVITIES
                       
Purchase of equipment and furnishings  
   
(67,042
)   
   
(39,685
   
-
 
Investment in syringe patent development    
   
(10,000
   
(25,000
   
-
 
Investment in Ives Health Company   
   
(251,997
)     
   
-
     
-
 
Investment in The Health Club    
   
(10,000
)    
   
-
     
-
 
                     
-
 
Total investing activities  
   
(339,039
)
   
(64,685
       
 
 
F-4

 
 
FINANCING ACTIVITIES
                       
Loans from shareholders    
   
13,907
     
-
     
-
 
Repayment of loans from shareholders 
   
(8,005
)  
   
-
     
-
 
Repayments of Promissory Notes  
   
57,325
     
(133,429
   
-
 
Common stock subscribed    
   
546,500
     
512,500
     
-
 
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  
   
4,351,501
     
345,634
     
304,823
 
From exercise of stock options   
   
1,881,118
     
558,701
     
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     
   
7,568,505
     
1,283,406
     
702,440
 
Minority interest 
   
(197,567
   
-
     
(74,817
)
Change in cash     
   
67,228
     
62,432
     
2,398
 
Cash at beginning of period   
   
-
     
4,796
     
2,398
 
Cash at end of period   
 
$
67,228
   
$
67,228
   
$
4,796
 
                         
Supplemental disclosure of cash flow information:
                       
Cash paid for interest and taxes during the period     
   
57,571
     
-
     
-
 
                         
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
     
-
     
-
 
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
     
133,032
 
Common stock issued for convertible debentures   
   
190,660
     
-
     
-
 
Common stock issued for services       
   
706,663
     
-
     
-
 
Common stock issued to pay Ives debt   
   
27,000
     
-
     
-
 
Common stock issued to Clear Image shareholders under short form merger     
   
12,208
     
12,208
     
12,208
 
 
The accompanying notes are an integral part of the interim financial statements

 
F-5

 
REVOLUTIONS MEDICAL CORPORATION
(A Development Stage Company)
 
STATEMENTS OF STOCKHOLDERS’ EQUITY
From Inception (August 16, 1996) Through December 31, 2009

 
   
Preferred 
Shares
   
Stock 
Amount
   
Common 
Shares
   
Stock 
Amount
   
Paid-In 
Capital
   
Deficit 
Accumulated
during the 
Development 
Stage
   
Subscription 
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