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

                                   FORM 10-QSB/A
                                 (Amendment No. 3)

(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 the wording "RESTATED" at the top of each financial statement; and
(b) addition of a new Note 4 to the financial statements ("Restated
Financial Statements").  Also, 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
                                  (RESTATED)
                                  (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


                                      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
                                           (RESTATED)                    (RESTATED)
<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>


                            See Accompanying Notes to Financial Statements


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

                                                    For the Nine Months Ended
                                                          February 28,
                                                     2006              2005
                                                  (RESTATED)
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.

NOTE 4  RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company's financial statements as of
February 28, 2006, management determined that the
following corrections were necessary in connection with the
convertible debenture and warrants issued to La Jolla Cove Investors, Inc.:

     (a)  Revised the calculations for the conversion option using the
     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 which resulted
     in an embedded derivative liability of $120,762.  Additionally,
     the disclosure was revised regarding the methodology of valuing
     the conversion option of the debt.

     (b)  Revised the stock price volatility related to the Black-
     Scholes options pricing model for the warrants to 242%.  The
     stock price volatility of 242% was determined based upon 6
     similar publicly traded companies.  As a result, the fair value
     of the warrants totaled $77,389.

     (c)  Revised the allocation of the principal balance of the
     convertible debt resulting in $120,762 allocated towards the
     derivative liability and $77,389 towards the warrant liability.

Properly accounting of these items in the restated financial
statements has the following effect:

                               Nine Months        Nine Months        Restated
                                  Ended             Ended            Increase
                                 February          February         (Decrease)
                                  28, 2006          28, 2006
                                                  (Restated)

Total Liabilities              $   533,477        $   631,628       $   98,151

Total Stockholders' Deficit       (409,846)          (507,997)         (98,151)

Total Loss from Operations        (205,954)          (205,954)              --

Total other income (expense)       (26,206)          (124,757)         (98,151)

Net loss                       $  (232,160)       $  (330,311)      $  (98,151)

Basic and diluted loss per
common share                   $     (0.02)       $     (0.02)      $       --

Basic and diluted loss per

                                Nine Months       Nine Months       RESTATED
                                  Ended             Ended           Increase
                               September 30,     September 30,     (Decrease)
                                    2005             2005
                                                  (RESTATED)

Revenues                       $   395,791       $   36,926        $  (358,865)

Cost of revenues                   282,556           14,593           (267,963)

Gross profit                       113,235           22,333            (90,902)

Operating expense                1,622,192          315,244         (1,306,948)

Loss from operations            (1,508,097)        (292,910)        (1,215,187)

Other income (expense)            (148,067)          (3,839)          (144,228)

Net loss                       $(1,657,024)      $ (296,750)       $(1,360,274)

Basic and diluted loss per
common share                   $     (0.05)      $    (0.01)       $     (0.04)


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 11, 2006                   By: /s/  Patrick A. Galliher
                                       Patrick A. Galliher, President


Dated: July 11, 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).