UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2008  OR  oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from August 1, 2008 to October 31, 2008  Commission File Number:333-127170  NITAR TECH CORP. (Exact name of Registrant as specified in its charter)  Delaware
(State or other jurisdiction of
incorporation or organization)98-0476582
(I.R.S. Employer Identification No.)  3950 Worthview Place Mississauga, Ontario, CANADA, L5N 6S7 (Address of principal executive offices, including zip code)  (905) 824-6200 (Registrant's telephone number, including area code)   Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.             Yes [X]              No [ ]  Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]   The number of shares of the Registrant's common stock issued and outstanding at May 8, 2009, was 19,051,118.  Transitional Small Business Disclosure Format: Yes [ ] No [X]         TABLE OF CONTENTS  PAGE  PART I FINANCIAL INFORMATION  Item 1.Condensed Financial Statements4Item 2.Managements Discussion And Analysis Of Financial Condition And Results Of Operations15Item 3.Controls and Procedures19  PART II OTHER INFORMATION  Item 1.Legal Proceedings20Item 2.Unregistered Sales of Equity Securities and Use of Proceeds20Item 3.Defaults Upon Senior Securities20Item 4.Submission of Matters to a Vote of Security Holders20Item 5.Other Information20Item 6.Exhibits and Reports on Form 8-K20         PART I - FINANCIAL INFORMATION   ITEM 1.   CONDENSED FINANCIAL STATEMENTSPAGECondensed Consolidated Balance Sheets4Condensed Consolidated Statements of Operations5  7Condensed Consolidated Statements of Cash Flows8Notes to Condensed Consolidated Financial Statements9  13                The accompanying notes are an integral part of these financial statements.               The accompanying notes are an integral part of these financial statements.     The accompanying notes are an integral part of these financial statements.   NITAR TECH CORP.  AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS   1. INCORPORATION  Nitar Tech. Corp., (The Company) was formed on January 12, 2004, under the laws of the State of Delaware. On July 24, 2004, the Company acquired all of the outstanding shares of Labtech Systems Inc., (an Ontario Corporation) in a reverse merger in exchange for approximately 67% of the outstanding stock of the Company. The Company had no operating activities prior to the reverse merger. Accordingly, Labtech Systems Inc. is considered the accounting acquirer under a reverse merger. The reverse merger transaction has been accounted for as a recapitalization of Labtech Systems Inc. Accordingly, the historical operations of Labtech Systems Inc. are presented in the accompanying financial statements as the historical operations of the Company for all periods presented. The shareholders of Labtech Systems Inc. received 7,030,000 of common shares of Nitar Tech. Corp. in connection with the reverse merger. These shares are considered as if they were issued prior to July 31, 2003.  The Companys operations include the selling of computer software licensing agreements for their internet-based software products and computer software professional services consulting practice. The Company maintains its offices in Mississauga, Ontario, Canada.  2. BASIS OF PRESENTATION  The condensed consolidated financial statements of Nitar Tech. Corp. and subsidiary included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the  SEC). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Companys annual report on Form 10-KSB, and other reports files with the SEC.  The accompanying unaudited interim financial statements reflect5 all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.  3. SIGNIFICANT ACCOUNTING POLICIES  a. Principles of Consolidation The consolidated financial statements include the accounts of Nitar Tech Corp. and its majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.  b. Use of Estimates The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of  contingent assets and liabilities at the date of consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.  c. Cash and Cash Equivalents Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.  d. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported net of an allowance for doubtful accounts. The Company estimates the allowance based on its analysis of specific balances, taking into consideration the age of the past due account and anticipated collections resulting from legal issues. An account is considered past due after thirty (30) days from the invoice date. Based on these factors, there was an allowance for doubtful accounts of $0 and $0 at October 31, 2008 and 2007, respectively.  Changes to the allowance for doubtful accounts are charged to expense and reduced by charge-offs, net of recoveries. e. Property, Equipment, and Depreciation Property and Equipment are presented at original cost, less accumulated depreciation.  Depreciation is computedusing the declining balance at the following annual rates for the following applicable asset classes: o Computer Hardware - 30% declining balance o Furniture and Equipment                  20% declining balance o Leasehold Improvements                  straight-line over three years The cost of significant improvements to property and equipment are capitalized.  Maintenance and repairs are charged to expense as incurred.  Upon sale or retirement of property and equipment, the cost and related depreciation are eliminated from the accounts and any resulting gain or loss is recognized. a. Income Taxes The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities.  This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment.  Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards.  Deferred income tax expense represents the change in net deferred assets and liability balances. b. Revenue Recognition Substantially all of the Company's revenues are derived from two primary sources: licensing of software and providing professional services. The Company's software is sold through licensing agreements that are on a month-to-month basis.  The software licensing agreements have been accounted for under revenue recognition principles in accordance with the guidance provided by Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition."  In addition, the Company has applied the provisions of the Emerging Task Force (EITF) No. 00-03, "Application of AICPA SOP No. 97-2 to Arrangements that Include the Right to Use Software Stored on Another Entitys Hardware," to the Companys software licensing agreements.  The Company's licensing agreements with customers generally include a software license, which includes use of software and hosting services and professional services, as described below.  The fees related to these multiple-element arrangements are allocated to the individual elements in accordance with EITF 00-21, "Revenue Arrangements with Multiple Deliverables," based upon verifiable, objective evidence of the fair values of each accounting unit. Professional  services revenue consists of fees charged for product set-up and training and consulting services, which are determinable based upon vendor specific evidence of fair value.  Professional service revenue is recognized as the professional services are delivered provided all other revenue recognition requirements are met. c. Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expenses for the three months ended October 31, 2008 and 2007 were $0 and $0, respectively.  d. Financial Instruments The Companys financial instruments consist of cash, accounts receivable, and accounts payable. It is managements opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value.  e. Foreign Currency Translation The functional currency of the Company is the local currency where the Company operates.  The financial statements of the Company have been translated into U.S. dollars in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation." All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date.  The income and cash flow statements amounts have been translated using the weighted average exchange rate for the year.  Foreign currency cash flows are translated at the weighted average rate of exchange in effect during the period due to the minimal fluctuation in the currency exchange rates during the period.  Management believes that substantially the same results would be derived if foreign cash flows were translated at the rates in effect at the time of the cash flows Accumulated net translation adjustments have been reported separately in Other Comprehensive Loss in the financial statements.  Foreign currency translation adjustments resulted in income of $16,616 and loss of $23,786 for the three months ending October 31, 2008 and 2007, respectively.  Foreign currency transaction gains and (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the functional currency totaled approximately $0 and $0 in the three months ending October 31, 2008 and 2007, respectively, and are included in General and Administrative Expenses in the accompanying consolidated statement of operations. f. Earnings Per Share Earnings per share of common stock are computed in accordance with SFAS No, 128, Earnings per Share.  Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period.  Diluted earnings per share is the same as basic earnings per share since no common stock equivalents were outstanding for the three month periods ending October 31, 2008 and 2007.  g. Reclassifications Certain amounts in the prior year financial statements have been reclassified to conform with the current year presentation.  h. Recent Accounting Pronouncements    In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. This Statement applies to all entities, including not-for-profit organizations. SFAS 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended July 31, 2009. The Company is currently evaluating the impact of SFAS 159 on its consolidated financial statements. 1. PROPERTY AND EQUIPMENT  Property and equipment consisted of the following:  October 31,20082007Computer Hardware$  24,111$  29,222Leasehold Improvements3,9314,764Furniture & Fixtures38,11938,926$  66,161$  72,912Less:  Accumulated Depreciation59,65831,429Net Property and Equipment$    6,503$41,483  Depreciation expense for the three months ended October 31, 2008 and 2007 was $373 and $6,452 respectively.  2. RELATED PARTY TRANSACTIONS  During the three months ended October 31, 2008 and 2007, principal stockholders of the Company contributed their services to the Company. The Company imputed the value of their contributed services at market rates in the amounts of $0 and $0, respectively.  The contributed services were expensed with general and administrative expenses and an addition to Additional-Paid-In-Capital.  The Company in previous fiscal periods engaged the consulting services of Kanak Consulting and Next Technology. No such fees were expensed during the current three month period ending October 31, 2008. Principle stockholders of the Company are principle stockholders of Kanak Consulting and Next Technology in the previous fiscal period. The related parties charged market rates to the Company, and in return, earn consulting fees for the Company inclusive of professional consulting and software development. The total amounts invoiced to the Company by Kanak Consulting and Next Technologies for the three months ending October 31, 2008 and 2007, respectively, are as follows:   October 31,20082007Consulting Fees:
Kanak Consulting$            --$        14,700Next Technology--14,700   Total Related Party Fees$            --$        29,400  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  FORWARD-LOOKING STATEMENTS  To the extent that the information presented in this Quarterly Report on Form 10-Q for the quarter ended October 31, 2008, discusses financial projections, information or expectations about our products or markets, or otherwise makes statements about future events, such statements are forward-looking. We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties are described, among other places in this Quarterly Report, in this Managements Discussion And Analysis Of Financial Condition And Results Of Operations. In addition, we disclaim any obligations to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report. When considering such forward-looking statements, you should keep in mind the risks referenced above and the other cautionary statements in this Quarterly Report. Results of Operations THREE MONTH PERIOD ENDED OCTOBER 31, 2008 COMPARED TO THE SAME PERIOD ENDED OCTOBER 31, 2007 Revenues During the three months ended October 31, 2008 the Company generated no revenues compared to $447,736 in the three month period ended October 31, 2007. None of the business segments generated any revenue as distribution and wholesale operations were discontinued in January 31, 2008, and the consulting segment failed to generate any new billings in the current quarter. In the three months ended October 31, 2007, $431,619 or 96% of revenue was generated from wholesale and distribution, with the remainder of $16,117 generated by consulting fees.. Cost of Revenues Cost of revenues for the three month period ended October 31, 2008 were no costs of sales incurred as all business segments were inactive. In the period ended October 31, 2007, cost of revenues totaled $413,319 which driven entirely of cost of purchases for the distribution and wholesale segment. Sales and Marketing There were no sales or marketing expenses incurred for the three month period ending October 31, 2008. None of the business segments were active during the current quarter. In the prior year period ended October 31, 2007, there was a winding down of the sales and marketing functions as the wholesale and distribution business was in the process of winding down. There were related personnel working for the Company during that transitory period. General and Administrative In the three months ended October 31, 2008, general and administrative expenses were $22,563 versus $51,765 for the three month period ended October 31, 2007. The Reduction is due to the Company scaling down its operations and maintaining bare office requirements. Professional and registration fees accounted for $12,250 of the current periods total expenses. Depreciation and Amortization Depreciation and amortization for the three months ended October 31, 2008, versus the three months ended October 31, 2007, decreased to $373 from $79,907.   Other Income/Expenses In the quarter ended October 31, 2008, the Company expensed $933 in interest related charges which was lower than the $6,826 expensed in the same quarter of the prior year. This was due to lower cost of borrowing interest rates and lower overall bank indebtedness on an average balance basis versus the same period a year ago. Income Taxes During the three month period ended October 31, 2008, we incurred no tax liability from income taxes as the Company was in a net loss position. Net Loss As a result, the Company recorded a net loss for the three months ended October 31, 2008 of $23,869 versus a comparable net loss of $158,633 for the same period in the previous year.    Liquidity and Capital Resources  At October 31, 2008, the Company's need for cash included satisfying $161,991 of current liabilities, which consisted of accounts payable and accrued liabilities of $ 120,773 and bank indebtedness in the form of a bank overdraft of $41,218. At October 31, 2008, the Company had a working capital deficiency of $156,778. The Company did have available to it additional bank overdraft access of approximately $8,000.  Our ability to continue as a going concern is dependent on the Company's ability to raise additional funding from expansion of our bank facility, an equity injection, and increased sales revenue. At October 31, 2008, the Company had a cash overdraft of $41,218 from a maximum available and secured balance of $50,000. In addition, certain shareholders have also supported the Company by foregoing salaries and expense reimbursement from time-to-time or converting shareholders loans to equity. While there is no legal commitment for them to do so, the Company believes that certain shareholders will continue to support the Company in a similar manner. The Company anticipates that its cash needs over the next 12 months will be met by primarily from a combination of available bank overdraft, and primarily investment funding. If the Company is unable to obtain additional funding sources of debt and equity capital, then the failure to obtain this funding will have a material adverse effect on the Company's business and this may force the Company to reorganize, or to reduce the cost of all operations to a lower level of expenditure which may have the effect of reducing the Company's expected revenues and net income in the 2009 fiscal year.   Off-Balance Sheet Arrangements We have no off-balance sheet arrangements.  ITEM 3. CONTROLS AND PROCEDURES   (a) Evaluation of Disclosure Controls and Procedures.Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) as of the end of the period ended October 31, 2008. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our controls and procedures are effective in providing reasonable assurance that the information required to be disclosed in this report is accurate and complete and has been recorded, processed, summarized and reported within the time period required for the filing of this report.  (b) Changes in internal controls. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.              [Left Blank Intentionally]                           PART II - OTHER INFORMATION     ITEM 1. LEGAL PROCEEDINGS None  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None  ITEM 5. OTHER INFORMATION None  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.  (a) Exhibits  The following exhibits are filed as a part of this report on Form 10-Q:  Exhibit No.Description31.1Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer31.2Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer32.1Section 1350 Certification of Chief Executive Officer32.2Section 1350 Certification of Chief Financial Officer  (b) Reports on Form 8-K   Nil       SIGNATURES   Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  Dated: June 29, 2009Nitar Tech Corp.By: /s/ Luiz  BrasilLuiz  BrasilPresident       CERTIFICATIONS EXHIBIT 31.1  I, Luiz A Brasil, Chief Executive Officer, certify that:  1. I have reviewed this quarterly report on Form 10-Q of NITAR TECH CORP.  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;  4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;  Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this quarterly report (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and  5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):  All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.   Date: June 29, 2009/s/ Luiz A BrasilLuiz A BrasilChief Executive Officer        CERTIFICATIONS  EXHIBIT 31.2 I, George Parselias  Chief Financial Officer, certify that:  1. I have reviewed this quarterly report on Form 10-Q of NITAR TECH CORP.  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;  4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;  Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this quarterly report (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and  5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):  All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.  Date: June 29, 2009/s/ George Parselias__George ParseliasChief Financial Officer      EXHIBIT 32.1    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Quarterly Report of NITAR TECH CORP. (the Company) on Form 10-Q for the period ended October 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Luiz A Brasil, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;  (1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and  (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.   /s/ Luiz A Brasil Name: Luiz A Brasil Title: Chief Executive Officer Date: June 29, 2009