SEC Company Response from RMD Technologies, Inc. (CIK 0001312112) — Sep 21, 2005
RMD Technologies, Inc. (CIK 0001312112)
Date: Sept. 21, 2005 · CIK: 0001312112 · Accession: 0001094328-05-000211
AI Filing Summary & Sentiment
Letter
VIA FEDERAL EXPRESS AND EDGAR September 15, 2005 H. Christopher Owings, Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549
Re: RMD Technologies, Inc. Amendment No. 2 to Registration Statement on Form 10-SB File No. 0-51109 Filed July 5, 2005
Dear Mr. Owings:
This letter is in response to your letter of July 18, 2005 with regard to Amendment No. 2 to the Form 10-SB registration statement of RMD Technologies, Inc., a California corporation ("Company"), filed on July 5, 2005. Each comment point in your letter will be addressed below and in an amended Form 10-SB to be filed on EDGAR:
1. I have verified that the company has filed two amended Form 10- SB's on EDGAR to date, as well as the two response letters to your office.
2. Changes have been made as requested in the updated MD&A.
3. The noted language has been removed from the document.
4. John Fleming, an independent consultant provided consulting services related to the best methods to seek outside funding and the procedure for taking the company public. He billed the company at his standard billing rate for this type of service. We negotiated payment in the form of stock with Mr. Fleming. Based on the negotiation, Mr. Fleming accepted shares and established a valuation of $.001 for the shares accepted. This valuation was based, in part on the difficulty of reselling the shares in the near future.
We felt that the negotiation with Mr. Fleming was adequate to establish the market price for the shares and, therefore, used the same valuation in the transactions with Pat and Suzanne Galliher. The consulting services provided by Mr. and Mrs. Galliher were of a similar nature as the services provided by Mr. Fleming. Pat and Suzanne Galliher billed the company for their consulting services and, upon negotiation, accepted the valuation of $.001 per share as payment for services rendered. The shares were issued according to this valuation.
5. The company did not begin reselling refurbished computer components until the last quarter of 2004. Revenue from sales prior to then was the result of reselling scrap material and did not have costs of sales associated with the revenue activity.
6. Changes have been made as requested in the updated financial statements.
7. The lessor provided a fair market value at inception. After comparing the total lease payments over the life of the lease to the fair value at inception, we calculated the imputed interest rate built into the lease contract.
8. Changes have been made as requested in the updated financial statements.
I have enclosed two marked copies of the filed Form 10-SB/A (Amendment No. 3) showing the changes made per this letter.
Should you have any additional comments or questions, please feel free to contact me.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner
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Brian F. Faulkner
A PROFESSIONAL LAW CORPORATION
27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675
T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125
E: BRIFFAULK@AOL.COM
VIA FEDERAL EXPRESS AND EDGAR
September 15, 2005
H. Christopher Owings, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: RMD Technologies, Inc.
Amendment No. 2 to Registration Statement on Form 10-SB
File No. 0-51109
Filed July 5, 2005
Dear Mr. Owings:
This letter is in response to your letter of July 18, 2005 with
regard to Amendment No. 2 to the Form 10-SB registration statement of
RMD Technologies, Inc., a California corporation ("Company"), filed
on July 5, 2005. Each comment point in your letter will be addressed
below and in an amended Form 10-SB to be filed on EDGAR:
1. I have verified that the company has filed two amended Form 10-
SB's on EDGAR to date, as well as the two response letters to your
office.
2. Changes have been made as requested in the updated MD&A.
3. The noted language has been removed from the document.
4. John Fleming, an independent consultant provided consulting
services related to the best methods to seek outside funding and the
procedure for taking the company public. He billed the company at
his standard billing rate for this type of service. We negotiated
payment in the form of stock with Mr. Fleming. Based on the
negotiation, Mr. Fleming accepted shares and established a valuation
of $.001 for the shares accepted. This valuation was based, in part
on the difficulty of reselling the shares in the near future.
We felt that the negotiation with Mr. Fleming was adequate to
establish the market price for the shares and, therefore, used the
same valuation in the transactions with Pat and Suzanne Galliher.
The consulting services provided by Mr. and Mrs. Galliher were of a
similar nature as the services provided by Mr. Fleming. Pat and
Suzanne Galliher billed the company for their consulting services
and, upon negotiation, accepted the valuation of $.001 per share as
payment for services rendered. The shares were issued according to
this valuation.
5. The company did not begin reselling refurbished computer
components until the last quarter of 2004. Revenue from sales prior
to then was the result of reselling scrap material and did not have
costs of sales associated with the revenue activity.
6. Changes have been made as requested in the updated financial
statements.
7. The lessor provided a fair market value at inception. After
comparing the total lease payments over the life of the lease to the
fair value at inception, we calculated the imputed interest rate
built into the lease contract.
8. Changes have been made as requested in the updated financial
statements.
I have enclosed two marked copies of the filed Form 10-SB/A
(Amendment No. 3) showing the changes made per this letter.
Should you have any additional comments or questions, please
feel free to contact me.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner
cc: Pat Galliher, RMD Technologies, Inc.
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