##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended: March 31, 2008
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from

to
 Commission file number: 000-49635
 
 MINRAD INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    870299034(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)50 Cobham Drive, Orchard Park, New York
    
    14127(Address of principal executive offices)
    
    (Zip Code)
 (716) 855-1068
Issuers Telephone Number
 
  þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ  o þ




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##### 



TABLE OF CONTENTS
 PAGEPART I.
    
    FINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTS (Unaudited)
    
    
    3Consolidated Balance Sheets
at March 31, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Operations
Three-month periods ended March 31, 2008 and 2007
    
    
    4Consolidated Statement of Changes in Stockholders Equity (Deficit)
Three-month period ended March 31, 2008
    
    
    5Consolidated Statements of Cash Flows
Three-month periods ended March 31, 2008 and 2007
    
    
    7Notes to Financial Statements
    
    
    8ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    14ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    16ITEM 4T.
    
    CONTROLS AND PROCEDURES
    
    
    16PART II.
    
    OTHER INFORMATION
    
    

    18ITEM 1.
    
    LEGAL PROCEEDINGS
    
    
    18ITEM 2.
    
    UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
    
    
    18ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    18ITEM 4
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    18ITEM 5.
    
    OTHER INFORMATION
    
    
    18ITEM 6.
    
    EXHIBITS
    
    
    18SIGNATURES
    
    
    19EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 
 Item 1. Financial Statements .
 March 31, 2008(unaudited)
    
    
    December 31, 2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    243
    
    
    $
    238Investments  Available for sale
    
    
    495
    
    
    
    License agreement receivable
    
    
    
    
    
    
    1,000Accounts receivable, net
    
    
    11,543
    
    
    
    3,310Inventories, net
    
    
    7,542
    
    
    
    12,402Prepaid expenses and other
    
    
    1,215
    
    
    
    1,121Total current assets
    
    
    21,038
    
    
    
    18,071Property and equipment:Machinery and equipment
    
    
    15,481
    
    
    
    15,169Computers
    
    
    1,480
    
    
    
    1,471Furniture and fixtures
    
    
    919
    
    
    
    815Leasehold improvements
    
    
    385
    
    
    
    385Construction in progress
    
    
    7,967
    
    
    
    7,69226,232
    
    
    
    25,532Less accumulated depreciation
    
    
    3,248
    
    
    
    2,247Net property and equipment
    
    
    22,984
    
    
    
    23,285Other assets, net
    
    
    653
    
    
    
    639Total assets
    
    $
    44,675
    
    
    $
    41,995LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Demand notes payable
    
    $
    
    
    
    $
    6,000Accounts payable
    
    
    7,984
    
    
    
    12,983Accrued expenses
    
    
    1,648
    
    
    
    1,004Current portion of long-term debt
    
    
    208
    
    
    
    206Current portion of deferred income
    
    
    793
    
    
    
    103Total current liabilities
    
    
    10,633
    
    
    
    20,296Long-term liabilitiesLong-term debt, net of discount
    
    
    13,392
    
    
    
    1,725Deferred tax liability
    
    
    417
    
    
    
    Long-term deferred income
    
    
    870
    
    
    
    897Total long-term liabilities
    
    
    14,679
    
    
    
    2,622Commitments and Contingencies
    
    
    
    
    
    
    Stockholders equityCommon stock
    
    
    488
    
    
    
    487Additional paid-in-capital
    
    
    84,516
    
    
    
    80,869Accumulated other comprehensive loss
    
    
    (195
    )
    
    
    Accumulated deficit
    
    
    (65,446
    )
    
    
    (62,279
    )Total stockholders equity
    
    
    19,363
    
    
    
    19,077Total liabilities and stockholders equity
    
    $
    44,675
    
    
    $
    41,995
  3




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 Three-Month
    
    
    Three-MonthPeriod Ended
    
    
    Period EndedMarch 31, 2008
    
    
    March 31, 2007Revenue
    
    $
    11,795
    
    
    $
    2,926Cost of goods sold
    
    
    7,834
    
    
    
    2,236Gross profit
    
    
    3,961
    
    
    
    690Operating expenses:Sales and marketing
    
    
    3,694
    
    
    
    1,910Research and development
    
    
    1,109
    
    
    
    1,061Finance and administrative
    
    
    1,722
    
    
    
    1,196Total operating expenses
    
    
    6,525
    
    
    
    4,167Operating loss
    
    
    (2,564
    )
    
    
    (3,477
    )Interest expense
    
    
    (629
    )
    
    
    (3
    )Interest income
    
    
    5
    
    
    
    94Other income and expense
    
    
    21
    
    
    
    Net loss
    
    $
    (3,167
    )
    
    $
    (3,386
    )Net loss per share, basic and diluted
    
    $
    (0.06
    )
    
    $
    (0.07
    )Weighted average common shares outstanding, basic and diluted
    
    
    48,735,517
    
    
    
    47,071,086
  4




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
THREEMONTH PERIOD ENDED MARCH 31, 2008 (UNAUDITED) 
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 Common Stock
    
    
    Additional
    
    
    Accumulated Other
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Comprehensive Loss
    
    
    Deficit
    
    
    TotalBalance at December
31, 2007
    
    
    48,688,802
    
    
    $
    487
    
    
    $
    80,869
    
    
    $
    
    
    
    $
    (62,279
    )
    
    $
    19,077Stock options
exercised
    
    
    20,000
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    36Warrants exercised
    
    
    59,464
    
    
    
    1
    
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    54Discount on long-term
debt, net of tax effect
    
    
    
    
    
    
    
    
    
    
    3,056
    
    
    
    
    
    
    
    
    
    
    
    3,056Stock based
compensation
    
    
    
    
    
    
    
    
    
    
    502
    
    
    
    
    
    
    
    
    
    
    
    502Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,167
    )
    
    
    (3,167
    )Other comprehensive
loss:Unrealized loss on
investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (195
    )
    
    
    
    
    
    
    (195
    )Total comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,362
    )Balance at March 31,
2008
    
    
    48,768,266
    
    
    $
    488
    
    
    $
    84,516
    
    
    $
    (195
    )
    
    $
    (65,446
    )
    
    $
    19,363
  5




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
THREEMONTH PERIOD ENDED MARCH 31, 2008 (UNAUDITED) 
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 Common Stock
    
    
    Additional
    
    
    Accumulated Other
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Comprehensive Loss
    
    
    Deficit
    
    
    TotalBalance at December 31,
2006
    
    
    47,048,240
    
    
    $
    470
    
    
    $
    76,513
    
    
    
    
    
    
    $
    (43,481
    )
    
    $
    33,502Stock options exercised
    
    
    45,291
    
    
    
    1
    
    
    
    116
    
    
    
    
    
    
    
    
    
    
    
    117Stock based compensation
    
    
    
    
    
    
    
    
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    122Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,386
    )
    
    
    (3,386
    )Balance at March 31, 2007
    
    
    47,093,531
    
    
    $
    471
    
    
    $
    76,751
    
    
    $
    
    
    
    $
    (46,867
    )
    
    $
    30,355
  6




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 Three-Month
    
    
    Three-MonthPeriod Ended
    
    
    Period EndedMarch 31, 2008
    
    
    March 31, 2007Cash flows from operating activities:Net loss
    
    $
    (3,167
    )
    
    $
    (3,386
    )Adjustments to reconcile net loss to net cash used by operating activities:Depreciation and amortization
    
    
    1,006
    
    
    
    223Stock based compensation
    
    
    502
    
    
    
    122Interest paid in kind
    
    
    66
    
    
    
    Amortization of debt discount
    
    
    193
    
    
    
    (12
    )(Increase) decrease in assets:Accounts receivable
    
    
    (8,233
    )
    
    
    3,226License agreement receivable
    
    
    1,000
    
    
    
    Interest receivable
    
    
    
    
    
    
    25Inventories
    
    
    4,460
    
    
    
    (1,265
    )Inventory reserve
    
    
    400
    
    
    
    Prepaid expenses and other
    
    
    (94
    )
    
    
    (1,281
    )Increase (decrease) in liabilities:Accounts payable
    
    
    (1,701
    )
    
    
    (365
    )Accrued expenses
    
    
    578
    
    
    
    (237
    )Deferred income
    
    
    (26
    )
    
    
    Net cash used by operating activities
    
    
    (5,016
    )
    
    
    (2,950
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (3,998
    )
    
    
    (2,927
    )Proceeds from sale of investments
    
    
    
    
    
    
    3,641Acquisition of other assets
    
    
    (20
    )
    
    
    (492
    )Net cash provided (used) by investing activities
    
    
    (4,018
    )
    
    
    222Cash flows from financing activities:Proceeds under long-term debt borrowings
    
    
    15,000
    
    
    
    Repayments under demand notes payable
    
    
    (6,000
    )
    
    
    Principal payments on long-term debt
    
    
    (51
    )
    
    
    Proceeds from options exercised
    
    
    36
    
    
    
    117Proceeds from warrants exercised
    
    
    54
    
    
    
    Net cash provided by financing activities
    
    
    9,039
    
    
    
    117Net increase (decrease) in cash and cash equivalents
    
    
    5
    
    
    
    (2,611
    )Cash and cash equivalents  Beginning of period
    
    
    238
    
    
    
    4,664Cash and cash equivalents  End of period
    
    $
    243
    
    
    $
    2,053
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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 
 NOTE 1  BASIS OF PRESENTATION
  NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS
 Application of FASB
Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements. That Address Fair
Value Measurement for Purposes of Lease Classification or Measurement under Statement 13, and FSP
FAS 157-2, Effective Date of FASB Statement No. 157
 The Fair Value Option for Financial Assets
and Financial Liabilities
 Reporting Other Comprehensive Income
 NOTE 3  INVENTORIES
  March 31,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    1,022
    
    
    $
    5,003Work-in-progress
    
    
    8,265
    
    
    
    8,598Finished goods
    
    
    1,165
    
    
    
    1,311Inventory Reserves
    
    
    (2,910
    )
    
    
    (2,510
    )$
    7,542
    
    
    $
    12,402
 NOTE 4  DEBT
   8




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 
 NOTE 4  DEBT (CONTINUED)
  Year
    
    Commitment2008
    
    $
    1552009
    
    
    2142010
    
    
    2222011
    
    
    2292012
    
    
    238Thereafter
    
    
    823Total
    
    $
    1,881
       Principal
    
    $
    15,000Interest Paid-In-Kind (PIK), included in accrued expenses
    
    
    66Accrued cash interest, included in accrued expenses
    
    
    146Total
    
    $
    15,212
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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 
 NOTE 4  DEBT (CONTINUED)
  NOTE 5  EQUITY
  NOTE 6  SUPPLEMENTAL CASH FLOW INFORMATION
  2008
    
    
    2007Non-cash investing and financing activities :Property and equipment acquisitions recorded as accounts payable
    
    $
    587
    
    
    $
    895Loan proceeds receivable
    
    $
    
    
    
    $
    1,275Investments
    
    $
    690
    
    
    $
    Discount on long-term debt, net of tax effect
    
    $
    3,056
    
    
    $
    Unrealized loss on investments available for sale
    
    $
    195
    
    
    $
    
 NOTE 7  STOCK OPTIONS
    10




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 
 NOTE 7  STOCK OPTIONS (CONTINUED)
 Three-Month Periods EndedMarch 31,
    
    March 31,2008
    
    2007Service Based OptionsExpected dividend yield
    
    
    0
    %
    
    
    0
    %Expected stock price volatility
    
    
    36
    %
    
    
    34
    %Risk-free interest rate
    
    
    2.8
    %
    
    
    4.6
    %Expected life of options
    
    5.7 Years
    
    4.0 Years
 Three-Month Periods EndedMarch 31,
    
    March 31,2008
    
    2007Performance Based OptionsExpected dividend yield
    
    
    0
    %
    
    
    N/AExpected stock price volatility
    
    
    36
    %
    
    
    N/ARisk-free interest rate
    
    
    1.8
    %
    
    
    N/AExpected life of options
    
    2.8 Years
    
    
    N/A
  Number of
    
    
    
    
    
    WeightedShares
    
    Weighted
    
    Average
    
    AggregateSubject To
    
    Average
    
    Remaining
    
    IntrinsicOptions
    
    Exercise Price
    
    Life (Years)
    
    ValueService Based Options:Outstanding as of December 31, 2007
    
    
    3,718,036
    
    
    $
    3.35Granted to employees  Three-month period ended
March 31, 2008
    
    
    709,000
    
    
    $
    2.68Forfeited  Three-month period ended March 31, 2008
    
    
    (104,000
    )
    
    $
    5.70Exercised  Three-month period ended March 31, 2008
    
    
    (20,000
    )
    
    $
    1.78Outstanding as of March 31, 2008
    
    
    4,303,036
    
    
    $
    3.19
    
    
    
    3.23
    
    
    $
    1,358Exercisable as of March 31, 2008
    
    
    2,457,536
    
    
    $
    2.33
    
    
    
    2.66
    
    
    $
    1,354
 Number of
    
    
    
    
    
    WeightedShares
    
    Weighted
    
    Average
    
    AggregateSubject To
    
    Average
    
    Remaining
    
    IntrinsicOptions
    
    Exercise Price
    
    Life (Years)
    
    ValuePerformance Based Options:Outstanding as of December 31, 2007
    
    
    1,341,375
    
    
    $
    5.20Granted to employees  Three-month period ended
March 31, 2008
    
    
    75,000
    
    
    $
    2.40Forfeited  Three-month period ended March 31, 2008
    
    
    
    
    
    $
    Exercised  Three-month period ended March 31, 2008
    
    
    
    
    
    $
    Outstanding as of March 31, 2008
    
    
    1,416,375
    
    
    $
    5.05
    
    
    
    2.54
    
    
    $
    Exercisable as of March 31, 2008
    
    
    131,375
    
    
    $
    4.25
    
    
    
    0.50
    
    
    $
    
 11




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 NOTE 7  STOCK OPTIONS (CONTINUED)
   Number ofNon-vested
    
    WeightedShares Subject To
    
    Average Grant-Service Based Options:
    
    Options
    
    Date Fair ValueNon-vested as of December 31, 2007
    
    
    1,384,500
    
    
    $
    1.56Non-vested granted  Three-month period ended March 31, 2008
    
    
    709,000
    
    
    $
    0.94Vested  Three-month period ended March 31, 2008
    
    
    (159,000
    )
    
    $
    1.18Forfeited  Three-month period ended March 31, 2008
    
    
    (89,000
    )
    
    $
    1.51Non-vested as of March 31, 2008
    
    
    1,845,500
    
    
    $
    1.27
 Number ofNon-vested
    
    WeightedShares Subject To
    
    Average Grant-Performance Based Options:
    
    Options
    
    Date Fair ValueNon-vested as of December 31, 2007
    
    
    1,210,000
    
    
    $
    1.22Non-vested granted  Three-month period ended March 31, 2008
    
    
    75,000
    
    
    $
    0.47Vested  Three-month period ended March 31, 2008
    
    
    
    
    
    $
    Forfeited  Three-month period ended March 31, 2008
    
    
    
    
    
    $
    Non-vested as of March 31, 2008
    
    
    1,285,000
    
    
    $
    1.18
  NOTE 8  INCOME TAXES
   12




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
 NOTE 9  EARNINGS PER SHARE
  NOTE 10  CUSTOMER CONCENTRATION
  NOTE 11  SUBSEQUENT EVENTS
    13




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Managements Discussion and Analysis of Financial Condition and Results of Operations
  Company Background
 TM TM
 Results of Operations  Three-month period ended March 31, 2008 Compared To Three-Month Period
Ended March 31, 2007.
 Revenue
   (Millions)
    
    Three months endedRegion
    
    March 31,2008
    
    March 31, 2007
    
    % ChangeUnited States
    
    $
    7.0
    
    
    $
    0.6
    
    
    
    1067
    %Europe
    
    
    1.5
    
    
    
    0.2
    
    
    
    650
    %Western
Hemisphere (excluding U.S.)
    
    
    1.4
    
    
    
    1.7
    
    
    
    (18
    )%Pacific Rim
    
    
    1.9
    
    
    
    0.4
    
    
    
    375
    %Total
    
    $
    11.8
    
    
    $
    2.9
    
    
    
    307
    %
  14




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##### Table of Contents



(Millions)
    
    Three months ended,Product Line
    
    March 31, 2008
    
    March 31, 2007
    
    % ChangeSevoflurane
    
    $
    8.9
    
    
    $
    1.6
    
    
    
    456
    %Other Inhalants
    
    
    2.6
    
    
    
    1.3
    
    
    
    100
    %Total Anesthesia and Analgesia
    
    
    11.5
    
    
    
    2.9
    
    
    
    296
    %Image Guidance
    
    
    0.3
    
    
    NM
    
    NMTotal
    
    $
    11.8
    
    
    $
    2.9
    
    
    
    307
    %
  Gross Profit
  Sales and Marketing Expenses (S&M):
  Research and Development Expenses (R&D):
  Finance and Administrative Expenses (F&A):
  Operating Loss:
  Interest Expense:
  Liquidity and Capital
   15




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Forward-Looking Statements
   
 Item 3.
    
    Quantitative and Qualitative Disclosure about Market Risk.
  
 Item 4T.
    
    Controls and Procedures.
 16




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Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Internal Control  Integrated Framework
  
    
    We were ineffective in maintaining a sufficient complement of qualified accounting
personnel and controls associated with segregation of duties. Currently, all aspects of our
financial reporting process, are performed by a single individual with limited segregation
of duties and limited secondary review, including but not limited to access to the
underlying accounting records and systems, the ability to post and record journal entries
and responsibility for the preparation of the financial statements. This creates certain
incompatible duties and a lack of review over the financial reporting process that would
likely fail to detect errors in spreadsheets, calculations, or assumptions used to compile
the financial statements and related disclosures with the SEC. Specifically, we determined
that because of the latter situation, our controls over the preparation, review and
monitoring of the financial statements were ineffective to provide reasonable assurance
that financial disclosures agreed to appropriate supporting detail, calculations or other
documents.
    
    Our documentation of accounting policies and procedures is incomplete to the level
necessary to ensure accounting for transactions are accounted by the limited accounting
staff in accordance with generally accepted accounting principles properly each reporting
period.
    
    We installed a new enterprise wide information system during 2007 that is utilized to
plan and execute the business. However the accounting modules and functionality of the new
system are not fully implemented or
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utilized by Company personnel to process transactions which have contributed to weaknesses
in internal control over financial reporting.
 
    
    We have a complex chemical production process which was not properly reflected in the
accounting records captured in our enterprise wide information system at the end of 2007
and at interim reporting dates during 2007. In this regard, audit adjustments were made
relating to both the quantity and value of inventory at December 31, 2007. Additional
management time has been required to ensure that inventory has been properly accounted for
during and at the end of each financial reporting period.
 Internal Control  Integrated Framework
  Plan for Remediation of Material Weaknesses
   Changes in Internal Control Over Financial Reporting
 
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  
 Item 2.
    
    Unregistered Sales of Securities and Use of Proceeds.
  
 Item 3.
    
    Defaults upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits and Reports on Form 8-K.
 The following exhibits are filed as part of this Quarterly Report on Form 10-Q
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ExhibitNo.31.1
    
    Certification of Principal Executive Officer Pursuant to Rules
13a-14(a)/15d-14(a) under the Exchange Act.31.2
    
    Certification of Principal Financial Officer Pursuant to Rules
13a-14(a)/15d-14(a) under the Exchange Act.32.1
    
    Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 Signatures
  Date: May 14, 2008
    MINRAD INTERNATIONAL, INC.By:
    /s/ William H. Burns, Jr.William H. Burns, Jr., Chairman and CEO(Duly authorized officer and chief executive
officer of the Registrant) 19