Mail Stop 4561
May 4, 2006
John Saunders
Chief Executive Officer
Integrated Management Information, Inc.
601 4th Street
Platte City, MO 64079
Re: Integrated Management Information, Inc.
Registration Statement on Form SB-2
Filed April 28, 2006
File No. 333-133624
Dear Mr. Saunders:
This is to advise you that a preliminary review of the above
registration statement indicates that it fails in several material
respects to comply with the requirements of the Securities Act of
1933, the rules and regulations under that Act, and the
requirements
of the form. For this reason, we will not perform a detailed
examination of the registration statement. We have, however,
provided comments limited to the financial statements and other
matters identified in this letter. Note that any new filing
should
be responsive to the comments listed below.
Financial Statements
Note 2 - Acquisitions, page 39
1. We note that you acquired Cattlefeeding.com on May 12, 2005 for
a
purchase price of $515,000. Revise your filing to include the
audited financial statements of Cattlefeeding.com in accordance
with
Item 310 (c) of Regulation S-B. In addition, pro forma financial
information should be provided since the transaction has not been
reflected in at least nine months of historical audited financial
statements of Integrated Managements Information. Consider the
guidance in Regulation S-X Article 11 for preparing and presenting
pro forma financial statements.
2. Tell us why you have assigned the total excess purchase price
over
the net book value of assets to goodwill. Explain why you have not
assigned any value to acquired intangible assets such as
technology
or customer relationships. See paragraph 39 of SFAS 141. Tell us
and disclose the reasons for the acquisition of Cattlefeeding.com
including a description of the factors that contributed to a
purchase
price that resulted in the recognition of goodwill. See paragraph
51
of SFAS 141.
Cover Page
3. Indicate that this registration statement constitutes the
initial
public offering of Integrated Management Information`s common
stock.
4. We note that your registration statement registers the resale
of
17,867,515 shares of common stock by selling shareholders. We
also
note that there is currently no market for your common shares, but
that you intent to seek quotation on the OTC Bulletin Board.
Given
this, please revise your prospectus cover page and plan of
distribution section to provide that selling security holders will
sell at a stated, fixed price until the securities are quoted on
the
OTC Bulletin Board and, thereafter, at prevailing market prices or
privately negotiated prices. See Item 16 of Schedule A to the
Securities Act of 1933. Recalculate your registration fee, if
necessary, based upon this offering price.
5. Please limit the cover page to the item requirements identified
in
Item 501 of Regulation S-B. In this regard, please delete from
the
cover page the paragraph relating to your incorporation history,
increase in authorized shares and common stock par value.
Table of Contents Page
6. Consistent with the requirements of Rule 421(d), please
relocate
all of the paragraphs following the table of contents and
preceding
the summary except for the prospectus delivery legend.
7. The paragraph that relates to the summary section should be
included as an introductory paragraph under the Prospectus Summary
heading on page 4.
Selling Shareholders, page 28
8. Please include a title for the Selling Shareholders section.
We
note that you have included the description of the transactions by
which the selling security holders in the table acquired their
shares
in the summary section. Please expand your discussion to include
a
materially complete description of any material relationships the
selling security holders have had with Integrated Management
Information or its predecessors or affiliates with the past three
years. Provide footnote disclosure to the table identifying the
founding members and board members.
9. We note further that you are registering 200,000 shares issued
to
your underwriters. Please identify the underwriters with a
footnote
to the selling shareholder table. We presume that these shares
were
issued in connection with past transactions as compensation and
not
for investment purposes. Please confirm.
10. Identify the natural person or persons who have voting or
investment control over each of the entities listed in the table.
This information may be disclosed in footnotes to the selling
shareholders table as well.
11. Tell us whether any of the selling shareholders are affiliates
of
a registered broker-dealer. To the extent any of the selling
shareholders are affiliates of broker-dealers, please disclose
whether the sellers purchased the shares in the ordinary course of
business and at the time of the purchase of the securities to be
resold, the sellers had any agreements or understandings, directly
or
indirectly, with any person to distribute the securities.
Undertakings
12. The undertakings required by Item 512 of Regulation S-B were
recently updated. Please update your disclosure to include the
undertakings required by Item 512(a) as well as 512(g)(1) or (2),
as
applicable.
Signatures
13. The signature page does not conform to the requirements of the
Form. Please indicate who is signing in the capacity of principal
accounting officer or controller. See Instructions for signatures
to
Form SB-2.
14. In addition, we note that the person signing in the capacity
of
principal financial officer has signed the registration statement
on
behalf of the registrant but not in his own capacity as chief
financial officer.
You are advised that we will not recommend acceleration of
the
effective date of the above-cited registration statement and that,
should the registration statement become effective in its present
form, we would be required to consider what recommendation, if
any,
we should make to the Commission.
We suggest that you consider submitting a substantive
amendment
to correct the deficiencies or a request for withdrawal of the
filing.
You may contact Stephen Krikorian, Accounting Branch Chief,
at
(202) 551-3488 if you have questions regarding comments on the
financial statements and related matters. Please contact Maryse
Mills-Apenteng at (202) 551-3457 or the undersigned at (202) 551-
3730
with any other questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: 713-547-8910
Hank Vanderkam, Esq.
Vanderkam & Associates
John Saunders
Integrated Management Information, Inc.
May 4, 2006
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