U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                   FORM 10-QSB/A
                                 (Amendment No. 2)

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2006

                                         OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________


                              COMMISSION FILE NUMBER: 0-51109


                                   RMD TECHNOLOGIES, INC.
                       (Exact Name of Company as Specified in Its Charter)

                      California                              72-1530833
    (State or Other Jurisdiction of Incorporation         (I.R.S. Employer
                    or Organization)                      Identification No.)

                308 West 5th Street, Holtville, California 92250
                   (Address of Principal Executive Offices)

                                      (760) 356-2039
                               (Company's Telephone Number)

       ______________________________________________________________
    (Former Name, Former Address, and Former Fiscal Year, if Changed Since
                                     Last Report)

     Indicate by check mark whether the Company (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 Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes     X       No            .

     Indicate by check mark whether the Company is a shell company (as
defined in Rule 12b-2 of the Exchange Act): Yes            No     X


     As of February 28, 2006, the Company had 15,002,300 shares of
common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes   No X .

     The Company, by this Form 10-QSB/A, amends the following: Part I, Item
1, Financial Statements, to make the following revisions: (a) addition
of a "warrant liability related to convertible debenture" category on
the Current Liabilities section of the Balance Sheet, and changes to
other applicable numbers under Liabilities and Stockholders' Deficit
section of the Balance Sheet; (b) addition of an "expense related to
adjustment of derivative and warrant liability" category under the
Other Expenses section of the Statements of Operations, and change in
the total loss figures for the periods ended February 28, 2006; (c)
addition of an "expense related to adjustment of derivative and
warrant liability to fair value" category under the Operating
Activities section of the Statements of Cash Flows; and (d) changes to
Note 2 to the financial statements.  By this Form 10-QSB/A, the
Company also amends Part I, Item 2, Management's Discussion and
Analysis of Financial Condition and Results Of Operations, to take
account of the changes made to the financial statements, as well as
correcting a typographical error in the amount of cash as of February
28, 2006.  Finally, by this Form 10-QSB/A, the Company amends Part II,
Item 6, Exhibits, to include new certifications to the financial
statements.  Besides these changes, no other changes have been made to
the Form 10-QSB for the quarter ended February 28, 2006.  In addition,
the remaining information in this amended Form 10-QSB has not been
changed or updated to reflect any changes in information that may have
occurred subsequent to the date of the reporting period that this Form
10-QSB relates.

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                             RMD TECHNOLOGIES, INC.
                                 BALANCE SHEET
                               FEBRUARY 28, 2006
                                  (Unaudited)

                                    ASSETS
Current Assets
  Cash                                                         $   68,888
  Escrow deposit                                                    2,000
  Accounts receivable                                               3,842
  Inventory                                                         1,071
   Total Current Assets                                            75,801

  Furniture and equipment - net of accumulated
  depreciation of $25,314                                          46,919

Other Assets
  Security deposits                                                   911

   Total Assets                                                $  123,631

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable and accrued liabilities                     $  131,392
  Current portion - capital leases                                  8,918
  Derivative liability related to convertible debenture           120,762
  Warranty liability related to convertible debenture              77,389
  Advance from La Jolla Cove Investors, Inc.                      150,000
  Note payable                                                      5,294
  Payable to related individuals                                  121,160
   Total Current Liabilities                                      614,915

Long Term Liabilities
  Convertible debenture                                             8,220
  Capital leases payable                                            8,493
   Total Liabilities                                              631,628

Stockholders' Deficit
  Common stock, no par value
    100,000,000 shares authorized,
    15,002,300 shares issued and outstanding                       17,300
  Additional paid-in capital                                       25,000
  Accumulated deficit                                            (550,297)
   Total Stockholders' Deficit                                   (507,997)

   Total Liabilities and Stockholders' Deficit                 $  123,631

                   See Accompanying Notes to Financial Statements


                                      RMD TECHNOLOGIES, INC.
                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)



<TABLE>
<CAPTION>
                                            For the Three Months Ended     For the Nine Months Ended
                                                   February 28,                  February 28,
                                              2006               2005        2006             2005
<S>                                           <C>                <C>         <C>              <C>
Revenues
  Sales                                       $  23,371          $  24,638   $  90,275        $  78,132
  Recycling                                      21,669             36,851      79,578          136,774
  Total Revenues                                 45,040             61,489     169,853          214,906

Cost of Revenues
  Cost of sales                                  15,957             15,859      47,965           46,166
  Cost of recycling revenues                     59,969             26,049     130,102           97,309
   Total Cost of Revenues                        75,926             41,908     178,067          143,475

Gross Profit                                    (30,886)            19,581      (8,214)          71,431

Selling, General, and Administrative expenses
  Depreciation                                    1,630              2,510       4,892            6,387
  Other selling, general, and
   administrative expenses                       60,102             37,162     192,848          128,454
   Total Selling, General,
   and Administrative Expenses                   61,732             39,672     197,740          134,841

Total Loss From Operations                      (92,618)           (20,091)   (205,954)         (63,410)

Other Expenses
  Expense related to adjustment of
   derivative and warranty liability
   to fair value                                (98,151)                --     (98,151)              --
  Interest expense                              (11,241)           (10,725)    (26,206)         (12,082)
  Other expense                                      --                 --          --               --

Total Loss                                    $(202,010)         $ (30,816)  $(330,311)     $   (75,492)

Basic and Diluted Net Loss per
 Weighted Average Share                       $   (0.01)         $   (0.00)  $   (0.02)     $     (0.01)

Weighted Average Number of Common
  Shares Used to Compute Net Loss
  per Weighted Average Share                 15,002,300         15,002,300  15,002,300       13,612,091
</TABLE>





                                        RMD TECHNOLOGIES, INC.
                                       STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                                                    For the Nine Months Ended
                                                          February 28,
                                                     2006              2005

Operating Activities
  Net loss                                            $ (330,311)    $ (75,492)
  Adjustments to reconcile net loss to
  cash used in operating activities:
  Depreciation                                             4,892         6,387
  Expense related to adjustment of derivative
   and warrant liability to fair value                    98,151            --
  Accretion of principal related
  to convertible debenture                                 8,220            --
Changes in operating assets and liabilities:
  Change in accounts receivable                           10,719        33,117
  Change in inventory                                       (871)          186
  Change in deposits                                          --          (911)
Change in accounts payable and accrued liabilities        20,853        14,726
Change in accrued interest within notes payable            6,990            --
   Net Cash Used in Operating Activities                (181,357)      (21,987)

Investing Activities
  Purchase of equipment                                       --          (881)
   Net Cash Used in Investing Activities                      --          (881)

Financing Activities
  Decrease in bank overdraft                              (2,130)           --
  Proceeds from stock issuance                                --        15,000
  Proceeds from notes payable                             13,228        30,187
  Proceeds from advance from La Jolla
  Cove Investors, Inc.                                   150,000            --
  Proceeds from convertible debenture                    100,000            --
  Payments made on capital leases                        (10,853)      (13,527)
   Net Cash Provided by Financing Activities             250,245        31,660

Increase in Cash                                          68,888         8,792

Cash at Beginning of the Period                               --         4,398

Cash at End of the Period                              $  68,888    $   13,190

Interest paid                                          $   2,249    $       --

Taxes paid                                             $      --    $       --

                  See Accompanying Notes to Financial Statements


                              RMD TECHNOLOGIES, INC.
                           NOTES TO FINANCIAL STATEMENTS
                                    (Unaudited)

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of RMD Technologies,
Inc., a California corporation ("Company") have been prepared in
accordance with Securities and Exchange Commission ("SEC")
requirements for interim financial statements. Therefore, they do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete
financial statements.  The financial statements should be read in
conjunction with the annual financial statements of the Company for
the years ended May 31, 2005 and 2004 contained in its Form 10-KSB, as
amended.

The interim financial statements present the balance sheet, statements
of operations, stockholders' equity and cash flows of the Company. The
financial statements have been prepared in accordance with accounting
principles generally accepted in the United States.

The interim financial information is unaudited. In the opinion of
management, all adjustments necessary to present fairly the financial
position as of February 28, 2006 and the results of operations and
cash flows presented herein have been included in the financial
statements. All such adjustments are the recurring and normal nature.
Interim results are not necessarily indicative of results of
operations for the full year.

Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles 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 the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Because of the use of
estimates inherent in the financial reporting process, actual results
could differ significantly from those estimates.

NOTE 2  CONVERTIBLE DEBENTURE

On January 27, 2006, the Company entered into a Securities Purchase
Agreement ("Agreement") with La Jolla Cove Investors, Inc.  Under the
Agreement, La Jolla Cove Investors, Inc. agreed to purchase from the
Company a convertible debenture in the aggregate principal amount of
$100,000.  The debenture matures January 27, 2009, bears interest at
7.75% per annum, and principal and interest are due at maturity.  The
number of shares into which this debenture may be converted is equal
to the dollar amount of the debenture being converted multiplied by
110, minus the product of the conversion price multiplied by 100 times
the dollar amount of the debenture being converted, and the entire
foregoing result divided by the conversion price (based on an Addendum
to Convertible Debenture and Warrant to Purchase Common Stock, dated
January 27, 2006).  Under the Agreement, the conversion price is
defined as the lesser of (i) 80% of the average of the 3 lowest volume
weighted average prices during the 20 trading days prior to holder's
election to convert, or (ii) 80% of the volume weighted average price
on the trading day prior to holder's election to convert.

In connection with the Agreement and the Addendum, the Company issued
a warrant for 10,000,000 shares of common stock at an exercise price
of $1.09 per share.  The holder is required to exercise a percentage
of the warrants that is equal to the percentage of the debenture being
converted.  The warrant is exercisable for a period of three years.

The Company has determined the convertible debenture contains a
beneficial conversion feature.  However, the beneficial conversion
feature does not qualify for treatment under Emerging Issue Task Force
No. 00-27 due to the indeterminate number of shares that may be issued
as part of the conversion feature of the host debt that would be
required to be accounted for as an embedded derivative in accordance
Statement of Financial Accounting Standards ("SFAS") No. 133.
Additionally, the warrant related to the convertible debenture is
considered tainted due to the indeterminate number of shares
associated with the conversion feature of the host debt that would be
accounted for as a derivative instrument ("warrant liability").  As a
result, the principal balance of the convertible debenture has been
allocated between derivative and warrant liability in the amounts of
$120,762 and $77,389, respectively.  Both embedded derivative and
warrant liability will be adjusted to the fair value of the underlying
securities at the end of each period.  The recorded fair values of
both the derivative and warrant liability can fluctuate significantly
based upon the fluctuations in the market value of the underlying
securities, as well as the volatility of the stock price during the
term used for observation and the term remaining for the warrants.
The adjustment to fair value for both the derivative and warrant
liability will result in either an expense or income recorded in the
income statement as a component of Other Income (Expense).  The
estimated fair value of the derivative and warrant liability has been
determined using Black-Scholes option pricing model using the
following assumptions: stock price volatility of 242%, risk free
interest rate of 3.5%; dividend yield of 0% and 3 year term.  The
Company will accrete principal over the term of the convertible
debenture since the entire principal balance of the convertible
debenture has been allocated between the derivative and warrant
liability.

In accordance with SFAS No. 133, the Company will revalue the related
derivative and warrant liability based upon the fair value at the end
of each reporting period.  As of February 28, 2006, the Company has
accreted principal of $8,220 with unaccreted principal of $91,780 and
derivative and warrant liability of $120,762 and $77,389, respectively.

NOTE 3  ADVANCE FROM LA JOLLA COVE INVESTORS, INC.

On January 31, 2006, La Jolla Cove Investors, Inc. advanced the
Company $150,000 against future exercises of the warrant, as discussed
in Note 2.  The advance is unsecured, due on demand and bears no interest.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     The following discussion and analysis of financial condition and
results of operations is based upon, and should be read in conjunction
with, the Company's unaudited financial statements and related notes
included elsewhere in this Form 10-QSB, which have been prepared in
accordance with accounting principles generally accepted in the United States.

Overview.

     The Company is an electronics waste collector and recycler
dedicated to providing customers a solution to their electronics waste
handling problems.  The Company believes it offers customers a
reliable, efficient cost effective means of complying with current and
anticipated government regulations regarding the disposal of
electronic waste.

     In June 2001, the Company began providing electronics collection
and recycling services to corporate customers in Southern California.
In April 2004, the Company began to expand its service area to include
Northern California.

     The Company believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.
Accordingly, the Company intends to focus its attentions and
investment of resources in marketing, strategic partnerships, and
development of its client base.  If the Company is not successful in
promoting its services and expanding its client base, this may have a
material adverse effect on its financial condition and the ability to
continue to operate the business.

Results of Operations.

(a)  Revenues.

     The Company had revenues totaling $45,040 and $169,853 for three
and nine months ended February 28, 2006 as compared with the same
period in the prior year of $61,489 and $214,906, a decrease of
$(16,809) and $(45,053) or approximately (27%) and (21%),
respectively.  For the three and nine months ended February 28, 2006,
cost of revenues totaled $75,926 and $178,067, compared to $41,908 and
$143,475 in the same period of the prior year, an increase of $34,018
and $34,592 or approximately 81% and 24%, respectively.  Overall,
gross profit (loss) totaled $(30,886) and $(8,214) for three and nine
months ended February 28, 2006 compared to $19,581 and $71,431 in the
same period of the prior year, a decrease of $(50,467) and $(79,645)
or approximately (258%) and (111%), respectively.  The Company's
revenues and its related cost of sales primarily consisted of sales
and recycling.

     Revenue from sales of refurbished and/or working equipment
collected totaled $23,371 and $90,275 for the three and nine months
ended February 28, 2006 as compared with the same period in the prior
year of $24,638 and $78,132, a decrease of $(1,267) and an increase of
$12,143 or approximately (5%) and 13%, respectively.  Cost of sales
related to revenue from sales totaled $15,957 and $47,965 for the
three and nine months ended February 28, 2006 as compared with the
same period in the prior year of $15,859 and $46,166, an increase of
$98 and $1,799 or 1% and 4%, respectively.  Overall, gross profit from
sales of refurbished and/or working equipment collected totaled $7,414
and $42,310 for the three and nine months ended February 28, 2006
compared to $8,779 and $31,966, an increase (decrease) of $(1,365) and
$10,344 or approximately (16%) and 32%, respectively.  The overall
decrease of $(1,365) in gross profit during the three months ended
February 28, 2006 is primarily due to lower demand of refurbished
equipment during December and January of 2006.  The overall increase
of $10,344 in gross profit during the nine months ended February 28,
2006 is considered marginal.  The Company believes that overall
revenues from sales will continue to increase in demand for the
remaining fiscal year.

     Revenue from recycling totaled $21,669 and $79,578 for the three
and nine months ended February 28, 2006 as compared with the same
period in the prior year of $36,851 and $136,774, a decrease of
$(15,182) and $(57,196) or approximately (42%) and (42%),
respectively.   Cost of sales related to revenue from recycling
totaled $59,969 and 130,102 for the three and nine months ended
February 28, 2006 as compared with the same period in the prior year
of $26,049 and $97,309, an increase of $33,920 and $32,793 or 130% and
34%, respectively.  Overall, gross profit (loss) from recycling
totaled $(38,300) and $(50,524) as compared with the same period in
the prior year of $10,802 and $39,465, a decrease of $(49,102) and
$(86,989) or approximately (455%) and (220%), respectively.  The
overall decrease for the three and nine months ended February 28, 2006
compared to the same periods of the prior year is primarily due to
lack of marketing and more focus on developing a more efficient
infrastructure for recycling operations.  The Company believes with a
refocused marketing strategy and better-developed infrastructure for
recycling that revenues should increase overall for recycling revenues
to levels similar to the prior year in the next twelve months.

(b)  Selling, General and Administrative Expenses.

     Selling, general and administrative expenses for the three and
nine months ended February 28, 2006 were $60,102 and $192,848 as
compared with $37,162 and $128,454 for the same period in the prior
year, an increase of $22,940 and $64,394 or approximately 62% and 50%,
respectively.  The overall increase during the three and nine months
ended February 28, 2006 in selling, general and administrative expense
compared to prior year, was primarily due to an increase in
professional fees.

(c)  Net Loss.

     The Company's net loss totals $(202,010) and $(330,311) for the
three and nine months ended February 28, 2006, as compared with the
same period in the prior year of a net loss of $(30,816) and
$(75,492), an increase net loss of $171,194 and $254,819, or
approximately 555% and 337%, respectively.  This increased loss was
due to the factors discussed above.

Factors That May Affect Operating Results.

     The operating results of the Company can vary significantly
depending upon a number of factors, many of which are outside its
control.  General factors that may affect the Company's operating
results include:

     - Market acceptance of and changes in demand for its services;

     - A small number of customers account for, and may in future
       periods account for, substantial portions of the Company's
       revenue, and revenue could decline because of delays of customer
       orders or the failure to retain customers;

     - Gain or loss of clients or strategic relationships;

     - Announcement or introduction of new services by the Company or by
       its competitors;

     - Price competition;

     - The ability to upgrade and develop systems and infrastructure to
       accommodate growth;

     - The ability to introduce and market products and services in
       accordance with market demand;

     - Changes in governmental regulation; and

     - Reduction in or delay of capital spending by clients due to the
       effects of terrorism, war and political instability.

     The Company believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.
Accordingly, the Company intends to invest in marketing, strategic
partnerships, and development of its customer base.  If the Company is
not successful in promoting its services and expanding its customer
base, this may have a material adverse effect on its financial
condition and its ability to continue to operate its business.

     The Company is also subject to the following specific factors
that may affect its operating results:

(a)  Competition.

     The market for collection and recycling of electronic
waste is competitive and the Company expects competition to continue
to increase.  In addition, the companies with whom the Company has
relationships could develop products or services, which compete with
the Company's products or services.  Also, some competitors in the
Company's market have longer operating histories, significantly
greater financial, technical, marketing and other resources, and
greater brand recognition than the Company does.  The Company also
expects to face additional competition as other established and
emerging companies enter the market for collection and recycling of
electronic waste.  To be competitive, the Company believes that it
must, among other things, invest resources in developing new products,
improving its current products and maintaining customer satisfaction.
Such investment will increase the Company's expenses and affect its
profitability. In addition, if it fails to make this investment, the
Company may not be able to compete successfully with its competitors,
which could have a material adverse effect on its revenue and future
profitability.

(b)  Technological and Market Changes.

     The markets in which the Company competes are characterized by
new service introductions, evolving industry standards, and the
changing needs of customers.  There can be no assurance that the
Company's existing services will continue to be properly positioned in
the market or that it will be able to introduce new or enhanced
products into the market on a timely basis, or at all.  Currently, the
Company is focusing on upgrading and introducing new services. The
Company intends to begin offering training services beginning in the
first of fiscal year 2007.  There can be no assurance that
enhancements to existing services or new services will receive
customer acceptance.

     Risks inherent in new service introductions include the
uncertainty of price-performance relative to services of competitors
and competitors' responses to its new service introductions.

(c)  Key Personnel.

     The Company's success is largely dependent on the personal
efforts and abilities of its senior management.  None of the Company's
officers and directors currently has an employment or non-competition
agreement with the Company.  Therefore, there can be no assurance that
these individuals will remain employed by the Company.  Should any of
these individuals cease to be affiliated with the Company for any
reason before qualified replacements could be found, there could be
material adverse effects on the Company's business and prospects.

     The Company's success will also be highly dependent on its
ability to attract and retain qualified employees.  The Company
intends to recruit in fiscal year 2006 employees who are skilled in
its industry.  The failure to recruit these key personnel could have a
material adverse effect on the Company's business.  There can be no
assurances that the Company will be successful in retaining existing
personnel or in attracting and recruiting experienced qualified
personnel.  The Company believes relations with its employees are
satisfactory.

Operating Activities.

     The net cash used in operating activities was $(181,357) for the
nine months ended February 28, 2006 compared to net cash used in
operating activities of $(21,987) for the nine months ended February
28, 2005, an increase in cash used by $159,370.  The change in
operating activities is attributable to an overall increase in net loss.

Liquidity and Capital Resources.

     As of February 28, 2006, the Company had total current assets of
$75,801 and total current liabilities of $614,915, resulting in net
working capital deficit of $539,114.  At February 28, 2006, the
Company's current assets consisted primarily of net accounts
receivable totaling $3,842, an escrow deposit of $2,000, and cash of $68,888.

     The Company's current cash balance and flow from operations will
not be sufficient to maintain its capital requirements for the next
twelve months. Accordingly, the Company's implementation of its
business plan will depend upon its ability to raise additional funds
through bank borrowings and equity or debt financing.  The Company
estimates that it will need to raise up to $1,000,000 over the next
twelve months for such purposes.

     On January 27, 2006, the Company entered into a Securities
Purchase Agreement with La Jolla Cove Investors, Inc. (see Exhibit
4.1).  Under this agreement, La Jolla Cove Investors, Inc. agreed to
purchase from the Company a convertible debenture in the aggregate
principal amount of $100,000 (see Exhibit 4.2).  The debenture matures
January 27, 2009, bears interest at 7.75% per annum, and principal and
interest are due at maturity.  The number of shares into which the
debenture may be converted is equal to the dollar amount of the
debenture being converted multiplied by 110, minus the product of the
Conversion Price multiplied by 100 times the dollar amount of the
debenture being converted, and the entire foregoing divided by the
Conversion Price (based on an Addendum to Convertible Debenture and
Warrant to Purchase Common Stock Addendum to Debenture and Warrant,
dated January 27, 2006).  Under this agreement, the Conversion Price
defined as the lesser of (i) 80% of the average of the 3 lowest volume
weighted average prices during the 20 trading days prior to holder's
election to convert, or (ii) 80% of the volume weighted average price
on the trading day prior to holder's election to convert.

     In conjunction with the debenture, the Company issued to La Jolla
Cove Investors, Inc. a warrant, dated January 27, 2006, to purchase
10,000,000 shares of common stock of the company, exercisable at $1.00
per share (see Exhibit 4.3).  Under the Addendum, the exercise price
of the warrant was changed to $1.09 per share; in addition, the
warrant is to be exercised in an amount equal to 100 times the amount
of the debenture (see Exhibit 4.5).  The warrants are exercisable for
a period of three years from issuance.

     In connection with this agreement, the Company also granted to La
Jolla Cove Investors, Inc. certain rights under a registration rights
agreement, dated January 27, 2006, to the shares to be issued upon
conversion of the debenture and the warrant (see Exhibit 4.4).

     The two principals of the Company, Patrick A. Galliher and
Suzanne E. Galliher, issued a personal guaranty for the principal
amount of the debenture (see Exhibit 4.6).

     On January 31, 2006, La Jolla Cove Investors, Inc. advanced the
Company $150,000 against future exercises of the warrant, as discussed
above.  The advance is unsecured, due on demand and bears no interest.

     The net cash provided by financing activities was $250,245 for
the nine months ended February 28, 2006 compared to net cash provided
by financing activities of $31,660 for the nine months ended February
28, 2005, an increase of $218,585.  The change in financing activities
is primarily due to new loans in the current year period, including
that from La Jolla Cove Investors, Inc.

     Whereas the Company has been successful in the past in raising
capital, no assurance can be given that these sources of financing
will continue to be available to us and/or that demand for our
equity/debt instruments will be sufficient to meet our capital needs,
or that financing will be available on terms favorable to the Company.
If funding is insufficient at any time in the future, the Company may
not be able to take advantage of business opportunities or respond to
competitive pressures, or may be required to reduce the scope of its
planned service development and marketing efforts, any of which could
have a negative impact on its business and operating results. In
addition, insufficient funding may have a material adverse effect on
the Company's financial condition, which could require it to:

     - Curtail operations significantly;

     - Sell significant assets;

     - Seek arrangements with strategic partners or other parties that
       may require the Company to relinquish significant rights to
       products, technologies or markets; or

     - Explore other strategic alternatives including a merger or sale
       of the Company.

     To the extent that the Company raises additional capital through
the sale of equity or convertible debt securities, the issuance of
such securities may result in dilution to existing stockholders. If
additional funds are raised through the issuance of debt securities,
these securities may have rights, preferences and privileges senior to
holders of common stock and the terms of such debt could impose
restrictions on the Company's operations.  Regardless of whether the
Company's cash assets prove to be inadequate to meet its operational
needs, the Company may seek to compensate providers of services by
issuance of stock in lieu of cash, which may also result in dilution
to existing stockholders.

Material Commitments for Capital Expenditures

     The Company does not have any material commitments for capital
expenditures.  However, the Company has entered into a non-binding
offer to purchase the property currently housing our facilities.  The
acceptance of the offer has been delayed because the property is
currently held in probate.  If the offer is accepted, we intend to
fund the purchase through a 20 year mortgage, the specifics of which
will be determined as part of the closing process.

Off Balance Sheet Arrangements.

     The Company does not engage in any off balance sheet arrangements
that are reasonably likely to have a current or future effect on our
financial condition, revenues, and results of operations, liquidity or
capital expenditures.

Inflation.

     The impact of inflation on the Company's costs and the ability to
pass on cost increases to its customers over time is dependent upon
market conditions.  The Company is not aware of any inflationary
pressures that have had any significant impact on its operations over
the past three months, and the Company does not anticipate that
inflationary factors will have a significant impact on future operations.

Critical Accounting Policies.

     The SEC has issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting
Policies" ("FRR 60"), suggesting companies provide additional
disclosure and commentary on their most critical accounting policies.
In FRR 60, the SEC has defined the most critical accounting policies
as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to
make its most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently uncertain.
Based on this definition, the Company's most critical accounting
policies include: (a) use of estimates in the preparation of financial
statements; (b) revenue recognition; and (c) treatment of property,
plant, and equipment.  The methods, estimates and judgments the
Company uses in applying these most critical accounting policies have
a significant impact on the results the Company reports in its
financial statements.

(a)  Use of Estimates in the Preparation of Financial Statements.

     The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.  On an on-going
basis, the Company evaluates these estimates, including those related
to revenue recognition and concentration of credit risk.  The Company
bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.  Actual results may differ
from these estimates under different assumptions or conditions.

(b)  Revenue Recognition.

     The financial statements are prepared based on the accrual method
of accounting.  The Company is paid a rate per pound for removing
electronic waste from its customers' facilities.  The Company records
revenue when recycling services, consisting of such waste removal, are
rendered.

     Sales revenue in connection with the sale of serviceable
electronic equipment directly to consumers and/or other recyclers,
using existing personnel and facilities, is recognized at the time of
sale, with the bulk of collections occurring through credit card
transactions at the time of the sale.  All sales are prepaid on an
"as-is" basis, FOB shipping point, and the Company does not accept
returns.  Title passes to the customer at the time of sale.

(c)  Treatment of Property, Plant and Equipment.

     Property, plant and equipment are stated at cost and depreciated
using the straight-line method, based on estimated useful lives of 5
to 7 years for furniture and equipment.  Repair and maintenance costs
are charged to expense when incurred, while renewals and improvements
that extend the useful lives of the equipment are capitalized as
additions to the related assets.

Forward Looking Statements.

     This Form 10-QSB contains "forward looking statements" within the
meaning of Rule 175 of the Securities Act of 1933, as amended, and
Rule 3b-6 of the Securities Act of 1934, as amended.  When used in
this Form 10-QSB, the words "expects," "anticipates," "believes,"
"plans," "will" and similar expressions are intended to identify
forward-looking statements.  These are statements that relate to
future periods and include, but are not limited to, statements
regarding the Company's adequacy of capital resources, need and
ability to obtain additional financing, its operating losses and
negative cash flow, and its critical accounting policies.

     Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those projected.  These risks and uncertainties include, but are
not limited to, those discussed above, as well as the risks set forth
under "Factors That May Affect Operating Results."  These forward-
looking statements speak only as of the date hereof.  The Company
expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained
herein to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statement is based.

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS.

     Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.

                               SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       RMD Technologies, Inc.


Dated: July 6, 2006                    By: /s/  Patrick A. Galliher
                                       Patrick A. Galliher, President


Dated: July 6, 2006                    By: /s/  Arthur De Joya
                                       Arthur De Joya,
                                       Chief Financial Officer

                                   EXHIBIT INDEX

Number                              Description

3.1    Articles of Incorporation, dated May 17, 2001 (incorporated
       by reference to Exhibit 3.1 of the Form 10-SB filed on
       January 7, 2005).

3.2    Certificate of Amendment of Articles of Incorporation, dated
       June 21, 2004 (incorporated by reference to Exhibit 3.2 of
       the Form 10-SB filed on January 7, 2005).

3.2    Bylaws, dated June 20, 2001 (incorporated by reference to
       Exhibit 3.3 of the Form 10-SB filed on January 7, 2005).

4.1    Securities Purchase Agreement between the Company and La
       Jolla Cove Investors, Inc., dated January 27, 2006
       (incorporated by reference to Exhibit 4.1 of the Form 8-K
       filed on February 6, 2006).

4.2    7 3/4% Convertible Debenture issued to La Jolla Cove Investors,
       Inc., dated January 27, 2006 (incorporated by reference to
       Exhibit 4.2 of the Form 8-K filed on February 6, 2006).

4.3    Warrant to Purchase Common Stock issued to La Jolla Cove
       Investors, Inc., dated January 27, 2006 (incorporated by
       reference to Exhibit 4.3 of the Form 8-K filed on February
       6, 2006).

4.4    Registration Rights Agreement between the Company and La
       Jolla Cove Investors, Inc., dated January 27, 2006
       (incorporated by reference to Exhibit 4.4 of the Form 8-K
       filed on February 6, 2006).

4.5    Addendum to Convertible Debenture and Warrant To Purchase
       Common Stock, dated January 27, 2006 (incorporated by
       reference to Exhibit 4.5 of the Form 8-K filed on February
       6, 2006).

4.6    Continuing Personal Guaranty issued by Patrick A. Galliher
       and Suzanne E. Galliher in favor of La Jolla Cove Investors,
       Inc., dated January 27, 2006 (incorporated by reference to
       Exhibit 4.6 of the Form 8-K filed on February 6, 2006).

10.1   Promissory Note issued by the Company in favor of Steven J.
       Galliher, dated July 12, 2002 (incorporated by reference to
       Exhibit 10.1 of the Form 10-SB filed on January 7, 2005).

10.2   Promissory Note issued by the Company in favor of Patrick A.
       Galliher or Suzanne E, Galliher, dated November 17, 2002
       (incorporated by reference to Exhibit 10.2 of the Form 10-SB
       filed on January 7, 2005).

10.3   Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated November 17, 2003 (incorporated by reference
       to Exhibit 10.3 of the Form 10-SB filed on January 7, 2005).

10.4   Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated December 29, 2003 (incorporated by reference
       to Exhibit 10.4 of the Form 10-SB filed on January 7, 2005).

10.5   Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated January 9, 2004 (incorporated by reference
       to Exhibit 10.5 of the Form 10-SB filed on January 7, 2005).

10.6   Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated February 6, 2004 (incorporated by reference
       to Exhibit 10.6 of the Form 10-SB filed on January 7, 2005).

10.7   Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated February 13, 2004 (incorporated by reference
       to Exhibit 10.7 of the Form 10-SB filed on January 7, 2005).

10.8   Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated March 22, 2003 (incorporated by reference to
       Exhibit 10.8 of the Form 10-SB filed on January 7, 2005).

10.9   Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated April 26, 2004 (incorporated by reference to
       Exhibit 10.9 of the Form 10-SB filed on January 7, 2005).

10.10  Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated May 7, 2004 (incorporated by reference to
       Exhibit 10.10 of the Form 10-SB filed on January 7, 2005).

10.11  Promissory Note issued by the Company in favor of Patrick A.
       Galliher, dated June 17, 2004 (incorporated by reference to
       Exhibit 10.11 of the Form 10-SB filed on January 7, 2005).

10.12  Promissory Note issued by the Company in favor of Ann
       Morrison, dated August 24, 2005 (incorporated by reference
       to Exhibit 10.12 of the Form 10-SB/A filed on May 16, 2006).

10.13  Consulting Services Agreement between the Company, on the
       one hand, and De Joya & Company, Inc. and Arthur De Joya, on
       the other hand, dated September 1, 2005 (incorporated by
       reference to Exhibit 10 of the Form 8-K filed on September 21, 2005).

10.14  Amended and Restated Consulting Services Agreement between
       the Company, on the one hand, and De Joya & Company, Inc.
       and Arthur De Joya, on the other hand, dated February 28,
       2006 (incorporated by reference to Exhibit 10 of the Form 8-
       K/A filed on May 11, 2006).

16     Letter on Change in Certifying Accountant (incorporated by
       reference to Exhibit 16 of the Form 8-K filed on January 5, 2006).

31.1   Rule 13a-14(a)/15d-14(a) Certification of Patrick A.
       Galliher (filed herewith).

31.2   Rule 13a-14(a)/15d-14(a) Certification of Arthur De Joya
       (filed herewith).

32     Section 1350 Certification of Patrick A. Galliher and Arthur
       De Joya (filed herewith).