##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: June 30, 2007
 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 small business issuer as specified in its charter)
 
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    870299034
(I.R.S. Employer
Identification No.)50 Cobham Drive, Orchard Park, New York
(Address of principal executive offices)
    
    14127
(Zip Code)
 (716) 855-1068
Issuers Telephone Number
 (Former name, former address and former fiscal year if changed since last report)
 
 þ o
 o þ
 
 o þ




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##### 



MINRAD INTERNATIONAL, INC.
FORM 10-QSB
SIX-MONTH PERIOD ENDED JUNE 30, 2007
 TABLE OF CONTENTS
 PAGEPART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS (Unaudited)Consolidated Balance Sheets
at June 30, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations
Three and Six Month Periods Ended June 30, 2007 and 2006
    
    
    4Consolidated Statement of Changes in Stockholders Equity
Six Month Period Ended June 30, 2007
    
    
    5Consolidated Statement of Changes in Stockholders Equity (Deficit)
Six Month Period Ended June 30, 2006
    
    
    6Consolidated Statements of Cash Flows
Six Month Periods Ended June 30, 2007 and 2006
    
    
    7Notes to Financial Statements
    
    
    8ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
    
    
    14ITEM 3. CONTROLS AND PROCEDURES
    
    
    18PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    19ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
    
    
    19ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    19ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    19ITEM 5. OTHER INFORMATION
    
    
    19ITEM 6. EXHIBITS AND REPORTS ON FORM 8 K
    
    
    19SIGNATURES
    
    
    20EX-10.1EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



Item 1. Financial Statements .
 MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)
 June 30, 2007
    
    
    December 31, 2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,202
    
    
    $
    4,664Investments
    
    
    
    
    
    
    7,249Interest receivable
    
    
    
    
    
    
    86Accounts receivable
    
    
    9,258
    
    
    
    10,473Inventories, net
    
    
    10,291
    
    
    
    4,360Prepaid expenses and other current assets
    
    
    2,979
    
    
    
    1,477Total current assets
    
    
    23,730
    
    
    
    28,309Property and equipment:Machinery and equipment
    
    
    2,927
    
    
    
    2,420Computers and software
    
    
    1,414
    
    
    
    571Furniture and fixtures
    
    
    786
    
    
    
    662Leasehold improvements
    
    
    385
    
    
    
    385Construction in progress
    
    
    10,047
    
    
    
    4,17715,559
    
    
    
    8,215Less accumulated depreciation
    
    
    1,706
    
    
    
    1,234Total property and equipment
    
    
    13,853
    
    
    
    6,981Other assets
    
    
    427
    
    
    
    439Total assets
    
    $
    38,010
    
    
    $
    35,729LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Bank demand note payable
    
    $
    3,800
    
    
    $
    Accounts payable
    
    
    3,260
    
    
    
    965Accrued expenses
    
    
    714
    
    
    
    1,262Current portion of long term debt
    
    
    203
    
    
    
    Total current liabilities
    
    
    7,977
    
    
    
    2,227Long term debt
    
    
    1,826
    
    
    
    Stockholders equityCommon stock
    
    
    476
    
    
    
    470Additional paid-in-capital
    
    
    77,986
    
    
    
    76,513Accumulated deficit
    
    
    (50,255
    )
    
    
    (43,481
    )Total stockholders equity
    
    
    28,207
    
    
    
    33,502Total liabilities and stockholders equity
    
    $
    38,010
    
    
    $
    35,729
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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
 Three month periods ended
    
    
    Six month periods endedJune 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007
    
    
    June 30, 2006Revenue
    
    $
    4,304
    
    
    $
    2,047
    
    
    $
    7,230
    
    
    $
    5,171Cost of goods sold
    
    
    3,287
    
    
    
    1,343
    
    
    
    5,523
    
    
    
    2,907Gross profit
    
    
    1,017
    
    
    
    704
    
    
    
    1,707
    
    
    
    2,264Operating expenses:Sales and marketing
    
    
    1,962
    
    
    
    809
    
    
    
    3,872
    
    
    
    1,570Research and development
    
    
    1,386
    
    
    
    593
    
    
    
    2,447
    
    
    
    1,020Finance and administrative
    
    
    1,097
    
    
    
    1,003
    
    
    
    2,293
    
    
    
    1,864Total operating expenses
    
    
    4,445
    
    
    
    2,405
    
    
    
    8,612
    
    
    
    4,454Operating loss
    
    
    (3,428
    )
    
    
    (1,701
    )
    
    
    (6,905
    )
    
    
    (2,190
    )Interest income (expense):Interest expense:
    
    
    (17
    )
    
    
    (78
    )
    
    
    (20
    )
    
    
    (153
    )Interest income
    
    
    57
    
    
    
    114
    
    
    
    151
    
    
    
    114Total non-operating
income (expense)
    
    
    40
    
    
    
    36
    
    
    
    131
    
    
    
    (39
    )Net loss
    
    
    (3,388
    )
    
    
    (1,665
    )
    
    
    (6,774
    )
    
    
    (2,229
    )Less preferred stock dividends:Cash dividends
    
    
    
    
    
    
    (162
    )
    
    
    
    
    
    
    (162
    )Non cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (183
    )Net loss available for common stockholders
    
    $
    (3,388
    )
    
    $
    (1,827
    )
    
    $
    (6,774
    )
    
    $
    (2,574
    )Net Loss per share basic and diluted
    
    $
    (0.07
    )
    
    $
    (0.05
    )
    
    $
    (0.14
    )
    
    $
    (0.08
    )Weighted average common shares outstanding basic and diluted
    
    
    47,214
    
    
    
    33,605
    
    
    
    47,142
    
    
    
    31,378
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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
SIX-MONTH PERIOD ENDED JUNE 30, 2007 (UNAUDITED)
(in thousands, except number of shares)
 Series AConvertiblePreferred Stock
    
    
    Common Stock
    
    
    Additional
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Deficit
    
    
    TotalBalance at December 31, 2006
    
    
    
    
    
    $
    
    
    
    
    47,048,240
    
    
    $
    470
    
    
    $
    76,513
    
    
    $
    (43,481
    )
    
    $
    33,502Conversion of preferred stock and accrued
dividends to common stockStock options exercised
    
    
    
    
    
    
    
    
    
    
    45,291
    
    
    
    1
    
    
    
    116
    
    
    
    
    
    
    
    117Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122
    
    
    
    
    
    
    
    122Stock warrants exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,386
    )
    
    
    (3,386
    )Balance at March 31, 2007
    
    
    
    
    
    
    
    
    
    
    47,093,531
    
    
    $
    471
    
    
    $
    76,751
    
    
    $
    (46,867
    )
    
    $
    30,355Stock options exercised
    
    
    
    
    
    
    
    
    
    
    241,331
    
    
    
    2
    
    
    
    407
    
    
    
    
    
    
    
    409Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275
    
    
    
    
    
    
    
    275Stock warrants exercised
    
    
    
    
    
    
    
    
    
    
    389,400
    
    
    
    3
    
    
    
    553
    
    
    
    
    
    
    
    556Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,388
    )
    
    
    (3,388
    )Balance at June 30, 2007
    
    
    
    
    
    $
    
    
    
    
    47,724,262
    
    
    $
    476
    
    
    $
    77,986
    
    
    $
    (50,255
    )
    
    $
    28,207
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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT
SIX-MONTH PERIOD ENDED JUNE 30, 2006 (UNAUDITED)
(in thousands, except number of shares)
 Series AConvertible Preferred
    
    
    
    
    
    
    
    
    
    
    AdditionalStock
    
    
    Common Stock
    
    
    Paid-In
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance at December 31, 2005
    
    
    11,200
    
    
    $
    3
    
    
    
    29,058,431
    
    
    $
    291
    
    
    $
    40,262
    
    
    $
    (36,209
    )
    
    $
    4,347Conversion of preferred stock and
accrued dividends to common stock
    
    
    (290
    )
    
    
    
    
    
    
    145,953
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    2Stock options exercised
    
    
    
    
    
    
    
    
    
    
    33,608
    
    
    
    
    
    
    
    57
    
    
    
    
    
    
    
    57Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118
    
    
    
    
    
    
    
    118Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (183
    )
    
    
    (183
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (565
    )
    
    
    (565
    )Balance at March 31, 2006
    
    
    10,910
    
    
    $
    3
    
    
    
    29,237,992
    
    
    $
    292
    
    
    $
    40,438
    
    
    $
    (36,957
    )
    
    $
    3,776Conversion of preferred stock and
accrued dividends to common stock
    
    
    (286
    )
    
    
    
    
    
    
    219,713
    
    
    
    2
    
    
    
    179
    
    
    
    
    
    
    
    181Stock options exercised
    
    
    
    
    
    
    
    
    
    
    92,164
    
    
    
    1
    
    
    
    153
    
    
    
    
    
    
    
    154Stock warrants exercised
    
    
    
    
    
    
    
    
    
    
    480,956
    
    
    
    5
    
    
    
    470
    
    
    
    
    
    
    
    475Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131
    
    
    
    
    
    
    
    131Sale of common stock; net of costs
    
    
    
    
    
    
    
    
    
    
    11,500,000
    
    
    
    115
    
    
    
    34,397
    
    
    
    
    
    
    
    34,512Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (162
    )
    
    
    (162
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,665
    )
    
    
    (1,665
    )Balance at June 30, 2006
    
    
    10,624
    
    
    $
    3
    
    
    
    41,530,825
    
    
    $
    415
    
    
    $
    75,768
    
    
    $
    (38,784
    )
    
    $
    37,402
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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 Six-Month Period
    
    
    Six-Month PeriodEnded
    
    
    EndedJune 30, 2007
    
    
    June 30, 2006Cash flows from operating activitiesNet loss
    
    $
    (6,774
    )
    
    $
    (2,229
    )Adjustments to reconcile net loss to net
cash used by operating activities:Decrease in inventory reserve
    
    
    
    
    
    
    (10
    )Depreciation and amortization
    
    
    478
    
    
    
    226Stock based compensation
    
    
    397
    
    
    
    249(Increase) decrease in assets:Accounts receivable
    
    
    1,215
    
    
    
    (147
    )Interest receivable
    
    
    87
    
    
    
    Inventories
    
    
    (5,932
    )
    
    
    (2,231
    )Prepaid expenses
    
    
    (1,502
    )
    
    
    199Increase (decrease) in liabilities:Accounts payable
    
    
    1,789
    
    
    
    (1,734
    )Accrued expenses
    
    
    (548
    )
    
    
    (130
    )Net cash used by operating activities
    
    
    (10,790
    )
    
    
    (5,807
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (6,838
    )
    
    
    (962
    )Proceeds from sales of investments
    
    
    7,249Acquisition of other assets
    
    
    7
    
    
    
    (85
    )Net cash used by investing activities
    
    
    418
    
    
    
    (1,047
    )Cash flows from financing activities:Borrowings under demand notes payable
    
    
    3,800
    
    
    
    400Repayments under demand note payable
    
    
    
    
    
    
    (3,120
    )Principal payments on long-term debt
    
    
    (33
    )
    
    
    Proceeds from long term debt
    
    
    2,063
    
    
    
    Proceeds from options exercised
    
    
    525
    
    
    
    211Proceeds from sale of common stock; net of costs
    
    
    
    
    
    
    34,512Proceeds from warrants exercised
    
    
    555
    
    
    
    475Preferred cash dividends paid
    
    
    
    
    
    
    (170
    )Net cash provided by financing activities
    
    
    6,910
    
    
    
    32,308Net increase (decrease) in cash and cash equivalents
    
    
    (3,462
    )
    
    
    25,454Cash and cash equivalents  Beginning of period
    
    
    4,664
    
    
    
    670Cash and cash equivalents  End of period
    
    $
    1,202
    
    
    $
    26,124
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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  BASIS OF PRESENTATION
  NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS
  NOTE 3  DEBT
    - 8 -




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 3  DEBT (CONTINUED)
  Year
    
    Commitment2007
    
    $
    1002008
    
    
    2062009
    
    
    2142010
    
    
    2222011
    
    
    230Thereafter
    
    
    1,057Total
    
    $
    2,029
 th
 NOTE 4  EQUITY
  NOTE 5  SUPPLEMENTAL CASH FLOW INFORMATION
  - 9 -




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5  SUPPLEMENTAL CASH FLOW INFORMATION (CONTINUED)
 Six-Month
Periods Ended2007
    
    
    2006Non-cash investing and financing
activities(in thousands):Property and equipment
acquisitions recorded as
accounts payable
    
    $
    506
    
    
    $
    25Preferred stock dividend payable
    
    $
    
    
    
    $
    162Conversion of preferred stock
to common stock
    
    $
    
    
    
    $
    576Conversion of accrued dividends
to common stock
    
    $
    
    
    
    $
    183
 NOTE 6  STOCK OPTIONS
    - 10 -




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 6  STOCK OPTIONS (CONTINUED)
 Service Based Options:
 Six-Month Periods EndedJune 30,
    
    June 30,2007
    
    2006Expected dividend yield
    
    
    0
    %
    
    
    0
    %Expected stock price volatility
    
    
    34
    %
    
    
    34
    %Risk-free interest rate
    
    
    4.7
    %
    
    
    4.4
    %Expected life of options

    3.7 Years
    
    6.4 Years
 Performance Based Options:
 Six-Month Periods EndedJune 30,
    
    June 30,2007
    
    2006Expected dividend yield
    
    
    N/A
    
    
    
    N/AExpected stock price volatility
    
    
    N/A
    
    
    
    N/ARisk-free interest rate
    
    
    N/A
    
    
    
    N/AExpected life of options
    
    
    N/A
    
    
    
    N/A
  Service Based Options:
 Number of
    
    
    
    
    
    WeightedShares
    
    Weighted
    
    Average
    
    AggregateSubject To
    
    Average
    
    Remaining Life
    
    IntrinsicOptions
    
    Exercise Price
    
    (Years)
    
    ValueOutstanding as of December 31, 2006
    
    
    3,470,051
    
    
    $
    2.47Granted to
employees -
Six-month period
ended June 30, 2007
    
    
    819,000
    
    
    $
    6.10Forfeited 
Six-month period
ended June 30, 2007
    
    
    (301,750
    )
    
    $
    4.51Exercised 
Six-month period
ended June 30, 2007
    
    
    (282,872
    )
    
    $
    1.80Outstanding as of June 30, 2007
    
    
    3,704,429
    
    
    $
    3.16
    
    
    
    3.56
    
    
    $
    10,465Exercisable as of June 30, 2007
    
    
    2,024,679
    
    
    $
    1.75
    
    
    
    3.41
    
    
    $
    8,465
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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 6  STOCK OPTIONS (CONTINUED)
 Performance Based Options:
 Number of
    
    
    
    
    
    WeightedShares
    
    Weighted
    
    Average
    
    AggregateSubject To
    
    Average
    
    Remaining
    
    IntrinsicOptions
    
    Exercise Price
    
    Life (Years)
    
    ValueOutstanding as of December 31, 2006
    
    
    1,480,000
    
    
    $
    4.25Granted to
employees 
Six-month period
ended June 30, 2007
    
    
    
    
    
    $
    Forfeited 
Six-month period
ended June 30, 2007
    
    
    (33,750
    )
    
    $
    4.25Exercised 
Six-month period
ended June 30, 2007
    
    
    (3,750
    )
    
    $
    4.25Outstanding as of June 30, 2007
    
    
    1,442,500
    
    
    $
    4.25
    
    
    
    2.16
    
    
    $
    2,423Exercisable as of June 30, 2007
    
    
    137,375
    
    
    $
    4.25
    
    
    
    1.25
    
    
    $
    231
 
  Service Based Options:
 Number ofNon-vested
    
    WeightedShares Subject To
    
    Average Grant-Options
    
    Date Fair ValueNon-vested as of December 31, 2006
    
    
    1,461,710
    
    
    $
    1.20Non-vested granted  Six-month period ended June
30, 2007
    
    
    813,000
    
    
    $
    1.57Vested  Six-month period ended June 30, 2007
    
    
    (298,460
    )
    
    $
    0.91Forfeited  Three-month period ended June 30, 2007
    
    
    (296,500
    )
    
    $
    1.24Non-vested as of June 30, 2007
    
    
    1,679,750
    
    
    $
    1.40
 Performance Based Options:
 Number ofNon-vested
    
    WeightedShares Subject To
    
    Average Grant-Options
    
    Date Fair ValueNon-vested as of December 31, 2006
    
    
    1,338,875
    
    
    $
    0.97Non-vested granted  Six-month period ended
June 30, 2007
    
    
    
    
    
    $
    Vested  Six-month period ended June 30, 2007
    
    
    
    
    
    $
    Forfeited  Six-month period ended June 30, 2007
    
    
    (33,750
    )
    
    $
    0.97Non-vested as of June 30, 2007
    
    
    1,305,125
    
    
    $
    0.97
 - 12 -




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MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 6  STOCK OPTIONS (CONTINUED)
  NOTE 7  EARNINGS PER SHARE
  - 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  Six-Month Period Ended June 30, 2007 Compared To Six-Month Period
Ended June 30, 2006.
 (in thousands)
    
    Six-Month Periods EndedJune 30,
    
    
    June 30,2007
    
    
    2006Revenue
    
    $
    7,230
    
    
    $
    5,171Cost of goods sold
    
    
    5,523
    
    
    
    2,907Gross profit
    
    $
    1,707
    
    
    $
    2,264Gross margin
    
    
    24
    %
    
    
    44
    %
 Revenue
    Gross Profit
  14




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##### Table of Contents



(in thousands)
    
    Six-Month Periods EndedJune 30,
    
    
    June 30,2007
    
    
    2006Operating expenses:Sales and marketing
    
    $
    3,872
    
    
    $
    1,570Research and development
    
    
    2,447
    
    
    
    1,020Finance and administrative
    
    
    2,293
    
    
    
    1,864Total operating expenses
    
    $
    8,612
    
    
    $
    4,454
 Sales & Marketing
  Research & Development
  Finance & Administrative
  15




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##### Table of Contents



(in thousands)
    
    Six-Month Periods EndedJune 30,
    
    
    June 30,2007
    
    
    2006Non-operating (income) expense:Interest expense  bank and other
    
    $
    (20
    )
    
    $
    (153
    )Interest Income
    
    
    151
    
    
    
    114Total non-operating (income) expense
    
    $
    131
    
    
    $
    (39
    )
 Interest Expense  bank and other
  Interest Income
  (in thousands, except per share data)
    
    Six-Month Periods EndedJune 30,
    
    
    June 30,2007
    
    
    2006Net Loss
    
    $
    (6,774
    )
    
    $
    (2,229
    )Less preferred stock dividends  cash
    
    
    
    
    
    
    (162
    )Less preferred stock dividends  non cash
    
    
    
    
    
    
    (183
    )Net loss available to common
    
    $
    (6,774
    )
    
    $
    (2,574
    )Net loss per share, basic and diluted
    
    $
    (0.14
    )
    
    $
    (0.08
    )Weighted average common shares outstanding, basic and diluted
    
    
    47,142,763
    
    
    
    31,377,593
 Net Loss
  Dividends
  16




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Liquidity and Capital
       Forward-Looking Statements
   17




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##### Table of Contents



Item 3. Controls and Procedures .
 Evaluation
of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting
 18




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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.
  Director
    
    Votes For
    
    Votes AbstainedWilliam H. Burns, Jr.
    
    
    34,985,034
    
    
    
    66,204David DiGiacinto
    
    
    34,744,781
    
    
    
    306,457David Donaldson
    
    
    35,009,214
    
    
    
    42,024Donald Farley
    
    
    34,944,469
    
    
    
    106,769Duane Hopper
    
    
    34,042,426
    
    
    
    1,008,812Robert Lifeso
    
    
    32,907,936
    
    
    
    2,143,302John Rousseau
    
    
    34,809,526
    
    
    
    241,712Theodore Stanley
    
    
    35,009,214
    
    
    
    42,024Brett Zbar
    
    
    35,009,154
    
    
    
    42,084
 
 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-QSB
     
 Signatures
  19




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##### Table of Contents



Date: August 14, 2007
    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) 20