UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-QSB  xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2007  OR  oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from August 1, 2007 to October 31, 2007  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.)  2283 Argentia Road, Unit 10, Box 8 Mississauga, Ontario, CANADA, L5N 5Z2 (Address of principal executive offices, including zip code)  (905) 824-5306 [ext. 201] (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 December 21, 2007, was 19,051,118.  Transitional Small Business Disclosure Format: Yes [ ] No [X]    1        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 Operations11Item 3.Controls and Procedures14  PART II OTHER INFORMATION  Item 1.Legal Proceedings15Item 2.Unregistered Sales of Equity Securities and Use of Proceeds15Item 3.Defaults Upon Senior Securities15Item 4.Submission of Matters to a Vote of Security Holders15Item 5.Other Information15        2     PART I - FINANCIAL INFORMATION   ITEM 1.   CONDENSED FINANCIAL STATEMENTSPAGECondensed Consolidated Balance Sheets4Condensed Consolidated Statements of Operations5Condensed Consolidated Statements of Cash Flows6Notes to Condensed Consolidated Financial Statements7  10      3   [nitarqoct3107002.gif]   4   [nitarqoct3107004.gif]   5   [nitarqoct3107006.gif]   6   NITAR TECH CORP.  AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS   1. Liquidity and Managements Plans  The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not generated significant revenues from operations and has no assurance of any future revenues. The Company incurred a net loss of $158,633 during the three months ended October 31, 2007, and an accumulated deficit of $536,516 at October 31, 2007. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern.  The Companys success is dependent upon numerous items, certain of which are the successful growth of revenues from its products, its ability to obtain new customers in order to achieve levels of revenue adequate to support the Companys current and future cost structure, and its success in obtaining financing for operations, for which there is no assurance. Unanticipated problems, expenses, and delays are frequently encountered in establishing and maintaining profitable operations. These include, but are not limited to, technical difficulties, market acceptance, and sales and marketing. The failure of the Company to meet any of these conditions could have a materially adverse effect on the Company and may force the Company to reduce or curtail operations. No assurance can be given that the Company can achieve or maintain profitable operations. The Companys management recognizes that the Company must obtain additional capital for the eventual achievement of sustained profitable operations. Managements plans include obtaining additional capital through equity financing sources. However, no assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company or that the Company will be successful in its efforts to negotiate the extension of its existing debt.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.   2. Reporting Entity and its Business Scope Nitar Tech. Corp., (The Company) was formed on January 12, 2004, under the laws of the State of Delaware.  Effective July 11, 2007, the Company completed the acquisition of Techpower-Semi Enterprise Pte., Ltd. (TPS), an established distributor of state-of-the-art electronic components based in Taipei, Taiwan.  This acquisition was effected through issuance of 8,000,000 shares of its common stock in exchange of 100% of the assets and stock of TPS.  The acquisition was done through a reverse merger to expand its operations as the Company had little operating activities prior to the acquisition.  Accordingly, TPS is considered the accounting acquirer of the transaction.  Established in 2002, TPS has its core business as the distribution of electronic components produced by Asian manufacturers. The product line of TPS includes Semiconductors, Transistors, Diodes, Rectifiers, Power Management, Touch Display Panels, DRAM, Flash Ram and SRAM. Since inception, TPS has developed a reliable distribution business that has grown into a vital supply link serving the Asian, European, and North American computer-manufacturing sector.    7   The Company maintains its offices in Mississauga, Ontario, Canada.  The consolidated financial statements of Nitar Tech. Corp. and subsidiaries are prepared in accordance with generally accepted accounting principles used in the United States of America.  All significant inter-company balances and transactions have been eliminated.  It is managements opinion that all adjustments are of normal recurring nature.  All adjustments necessary for a fair statement of the results for the interim periods have been made.  3. Summary of Significant Accounting Policies  a. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  b. Financial instruments Statement of Financial Accounting Standards No. 107 (SFAS 107), Disclosures about Fair Value of Financial Instrumentsrequires disclosure of the fair value of financial instruments held by the Company.  SFAS 107 defines the fair value of financial instruments as the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying value of financial instruments including cash, receivables, prepaid expenses, accounts payable, bank loans and notes payable approximates their fair value at the reporting balance sheet dates due to the relatively short-term nature of these instruments.  The fair market value of long-term debt can not be determined due to a lack of comparability of similar market instruments.  c. Income Tax The Company accounts for income taxes under the provision of Statement of Financial Accounting Standards (SFAS No. 109), Accounting for Income Taxes, whereby deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary; to reduce deferred income tax assets to the amount expected to be realized.  d. Foreign Currency Translation The Company maintains its books and accounting records in Taiwan Dollars (TWD), the currency of the ROC.  The Companys functional currency is also TWD. The Company has adopted SFAS 52 in translating financial statement amounts from TWD to the Companys reporting currency, United States dollars (US$). All assets and liabilities are translated at the current rate. The shareholders equity accounts are translated at appropriate historical rate. Revenue and expenses are translated at the weighted average rates in effect on the transaction dates.  Foreign currency gains and losses, if any, are included in the Consolidated Statements of Operations as a component of other comprehensive income.   8    e. Recently Issued Accounting Standards  In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements, where fair value is the relevant measurement attribute. The standard does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management does not expect that the adoption of SFAS No. 157 will have a material effect on the Companys consolidated financial statements.  In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 158, "Employers Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)" (SFAS 158). SFAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS 158 is effective for an employer with publicly traded equity securities as of the end of the first fiscal year ending after December 15, 2006. SFAS 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, effective for fiscal years ending after December 15, 2008. As such, the Company is required to recognize the funded status of its defined benefit postretirement plan and to provide the required disclosures at the beginning of the fiscal year ended July 31, 2009. The Company is currently evaluating the impact of SFAS 158 on its consolidated financial statements.  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.  4. Business Segments and Other Revenue Information  The Company operated in three principal business segments.  The Companys reportable business segments are the selling of computer software licensing agreements for their internet-based software products, computer software professional services consulting practice, and by far the material business line represented by the wholesale and distribution of electronic components. In addition, the Company reports certain administrative activities under the corporate segment.  The accounting policies of the reportable business segments are the same as those described in Note 3: Significant   9   Accounting Policies.  The Company evaluates segment performance based on net income (loss).  The Companys revenues were from external customers; no transactions between segments were recorded in the amounts shown in the following schedule.  [nitarqoct3107008.gif]  The Companys revenues were generated from North America, Europe and Asia.  For the three month period ending October 31, 2007 revenues from North America accounted for $16,117 with $431,619 representing sales to Europe and Asia.  Revenues are attributed to countries based on the location of the customers. All long-lived assets of the Company are located within Canada and Taiwan.     10   ITEM 2. 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-QSB for the quarter ended October 31, 2007, 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, 2007 Revenues During the three months ended October 31, 2007 the Company generated $447,736 in net revenues. Revenues from the consulting line of business accounted for $16,117 in revenue while the wholesale and distribution part of the Company generated $431,619. Revenues of $16,117 were generated in North America while revenues of $431,619 were generated in Europe and Asia. The Company is continuing its strategy commenced in the fourth quarter of its previous fiscal year of strategically exiting low profit margin product offerings in its core business of wholesale and distribution and introducing new higher margin product lines in its existing client base while also pursuing new customers in expanded regions in Europe, Asia and North America. Cost of Revenues Cost of revenues for the three month period ended October 31, 2007 was $413,319. This amount represents entirely the cost of products sold and all shipping, handling, and warehousing costs. The Company is continuing its direction of exiting old or discontinued non-profitable products while also introducing and carrying new products and extended lines of new product offerings. Sales and Marketing Total sales and marketing expenses for the three months ended October 31, 2007 was $48,546.This consists primarily of travel related expenses to secure existing customer relationships as well as initiate new client initiatives in existing and new territories and regions. General and Administrative   11   In the three months ended October 31, 2007, general and administrative expenses were $62,380.These expenses consisted of primarily professional fees for accounting, tax and legal services engaged by the Company, as well as for SEC registration and other consulting fees incurred for financing initiatives. Depreciation and Amortization Our depreciation and amortization for the three months ended October 31, 2007 was $79,907. Almost the entire amount, $75,634, was comprised of the amortization of capitalized research and development costs that the Company amortizes on a straight-line basis. These deferred research and development costs will be fully written-off by the end of the current fiscal year on July 31, 2008. The balance of the amount incurred in the current quarter, $4,273, represents the current quarters depreciation of computer hardware. Other Income/Expenses In the quarter ended October 31, 2007, the Company expensed $6,826 in interest expense which and reflects interest paid on the existing line-of-credit facility used during the first quarter of the fiscal year, $52,127 and interest paid on short-term working capital borrowings of $42,715. Other income was realized in the amount of $4,609 generated from interest earned on security and other deposits. Income Taxes During the three month period ended October 31, 2007, we incurred no tax benefit nor had to record a provision for income taxes as the Company had a net loss position of $158,633. Net Loss The Company recorded a net loss for the three months ended October 31, 2007 of $158,633. It is anticipated that during the next nine months of the current fiscal year, initiatives invested in new product lines and sales and marketing activities should contribute to the Company stemming the net loss incurred during the three months ended October 31, 2007, with the goal of achieving at the very least a break-even pre-tax income level by the fiscal year-end of July 2008.   Liquidity and Capital Resources At October 31, 2007, the Company's need for cash included satisfying $919,740 of current liabilities, which consisted of accounts payable and accrued liabilities of $337,358, bank indebtedness in the form of a bank overdraft of $52,217, notes payable of $340,423, and customer advances remaining of $147,117. At October 31, 2007, the Company had a working capital surplus of $285,896. The Company did have available to it additional bank overdraft access of approximately $50,000. 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, 2007, the Company had a cash overdraft of $52,217 offset by cash on hand of $56,166. 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.   12   The Company anticipates that its cash needs over the next 12 months will be met by primarily from a combination of profits, available bank overdraft, and 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 fiscal year 2008. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements.    13   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, 2007. 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.                                      14     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  The following exhibits are filed as a part of this report on Form 10-QSB: 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        15      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: December 21, 2007Nitar Tech Corp.By: /s/ Luiz O. BrasilLuiz O. BrasilPresident        16   CERTIFICATIONS EXHIBIT 31.1  I, Luiz Augusto Brasil, Chief Executive Officer, certify that:  1. I have reviewed this quarterly report on Form 10-QSB 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: December 21, 2007/s/ Luiz Augusto Brasil________Luiz Augusto BrasilChief Executive Officer   17         CERTIFICATIONS  EXHIBIT 31.2 I, George Parselias, Chief Financial Officer, certify that:  1. I have reviewed this quarterly report on Form 10-QSB 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: December 21, 2007/s/ George Parselias__George ParseliasChief Financial Officer   18       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-QSB for the three month period ended October 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Luiz Augusto 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 Augusto Brasil Name: Luiz Augusto Brasil Title: Chief Executive Officer Date: December 21, 2007       19    EXHIBIT 32.2    CERTIFICATE 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-QSB for the three month period ended October 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, George Parselias, Chief Financial 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 respect, the financial condition and result of operations of the Company.    /s/ George Parselias Name: George Parselias Title: Chief Financial Officer Date: December 21, 2007        20