**U.S. SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

**FORM 10-QSB**

 

(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 29, 2008**

OR

**o 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.) |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

1597 Alamo Road, 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 April 14, 2008, the Company had 29,487,300 shares of common stock issued and outstanding.

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

 

 

 **RMD TECHNOLOGIES, INC.**

**Index**

 

|   | Page |
|--------|------|

|   | Number |
|--------|--------|

 

| PART I. | FINANCIAL INFORMATION |
|---------|-----------------------|

 

| Item 1. | Financial Statements |
|---------|----------------------|

 

|   | Balance Sheet as of February 29, 2008 (unaudited) | 3 |
|--------|---------------------------------------------------|---|

 

|   | Statements of Operations for the three and nine months ended |
|--------|--------------------------------------------------------------|

|   | February 29, 2007 and 2006 (unaudited) | 4 |
|--------|----------------------------------------|---|

 

|   | Statements of Cash Flows for the nine months ended |
|--------|----------------------------------------------------|

|   | February 29, 2007 and 2006 (unaudited) | 5 |
|--------|----------------------------------------|---|

 

|   | Notes to Financial Statements (unaudited) | 6 |
|--------|-------------------------------------------|---|

 

| Item 2. | Management's Discussion and Analysis or Plan of Operations | 8 |
|---------|------------------------------------------------------------|---|

 

| Item 3. | Controls and Procedures | 11 |
|---------|-------------------------|----|

 

| PART II. | OTHER INFORMATION |
|----------|-------------------|

 

| Item 1. | Legal Proceedings | 12 |
|---------|-------------------|----|

 

| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
|---------|-------------------------------------------------------------|----|

 

| Item 3. | Defaults Upon Senior Securities | 12 |
|---------|---------------------------------|----|

 

| Item 4. | Submission of Matters to a Vote of Security Holders | 12 |
|---------|-----------------------------------------------------|----|

 

| Item 5. | Other Information | 13 |
|---------|-------------------|----|

 

| Item 6. | Exhibits | 13 |
|---------|----------|----|

| SIGNATURES | 14 |
|------------|----|

 

 

2

**RMD TECHNOLOGIES, INC.**

**BALANCE SHEET**

**(Unaudited)**

 

**February 29,**

| **ASSETS** | **2008** |
|------------|----------|

|   | Current Assets |
|--------|----------------|

|   | Cash | $ | 2,555 |
|--------|------|---|-------|

|   | Accounts receivable, net of allowance of $10,317 | 4,745 |
|--------|--------------------------------------------------|-------|

|   | Prepaid expenses | 187,500 |
|--------|------------------|---------|

|   | Total Current Assets | 194,800 |
|--------|----------------------|---------|

 

|   | Furniture and equipment - net of accumulated depreciation of $20,946 | 1,559 |
|--------|----------------------------------------------------------------------|-------|

 

Other Assets

|   | Security deposits | 5,911 |
|--------|-------------------|-------|

 

|   | Total Assets | $ | 202,270 |
|--------|--------------|---|---------|

 

**LIABILITIES AND STOCKHOLDERS’ DEFICIT**

Current Liabilities

|   | Accounts payable and accrued liabilities | $ | 206,397 |
|--------|------------------------------------------|---|---------|

|   | Capital lease obligations | 6,860 |
|--------|---------------------------|-------|

|   | Loan agreements | 5,904 |
|--------|-----------------|-------|

|   | Accrued payroll | 214,899 |
|--------|-----------------|---------|

|   | Accrued interest – related party convertible debenture | 18,821 |
|--------|-------------------------------------------------------------|--------|

|   | Related party loans | 523,131 |
|--------|---------------------|---------|

|   | Total Current Liabilities | 976,012 |
|--------|---------------------------|---------|

 

Long Term Liabilities

|   | Convertible debt | 5,000 |
|--------|------------------|-------|

|   | Convertible debenture (net of unamortized debt discount of $30,321) | 69,611 |
|--------|---------------------------------------------------------------------|--------|

|   | Total Liabilities | 1,050,623 |
|--------|-------------------|-----------|

 

|   | Stockholders’ Deficit |
|--------|----------------------------|

Common stock, no par value

100,000,000 shares authorized,

|   | 29,487,300 shares issued and outstanding | 503,832 |
|--------|------------------------------------------|---------|

|   | Additional paid-in capital | 99,932 |
|--------|----------------------------|--------|

|   | Accumulated deficit | (1,452,117) |
|--------|---------------------|-------------|

|   | Total Stockholders’ Deficit | (848,353) |
|--------|----------------------------------|-----------|

 

|   | Total Liabilities and Stockholders’ Deficit | $ | 202,270 |
|--------|--------------------------------------------------|---|---------|

 

 

See Accompanying Notes to Financial Statements

3

**RMD TECHNOLOGIES, INC.**

**STATEMENTS OF OPERATIONS**

**(Unaudited)**

 

|   | **For the Three Months** | **For the Nine Months** |
|--------|--------------------------|-------------------------|

|   | **Ended February 29,** | **Ended February 29,** |
|--------|------------------------|------------------------|

|   | **2008** | **2007** | **2008** | **2007** |
|--------|----------|----------|----------|----------|

|   | Net sales | $ | 29,447 | $ | 21,989 | $ | 44,398 | $ | 135,550 |
|--------|-----------|---|--------|---|--------|---|--------|---|---------|

|   | Cost of sales | 13,357 | 18,202 | 23,944 | 186,950 |
|--------|---------------|--------|--------|--------|---------|

 

|   | Gross profit (loss) | 16,090 | 3,787 | 20,454 | (51,400) |
|--------|---------------------|--------|-------|--------|----------|

 

Selling, general, and administrative expenses

|   | Depreciation | 582 | 1,231 | 1,747 | 3,692 |
|--------|--------------|-----|-------|-------|-------|

|   | Payroll expenses | 45,039 | 24,594 | 108,217 | 83,072 |
|--------|------------------|--------|--------|---------|--------|

|   | Professional fees | 11,389 | 580 | 86,405 | 177,133 |
|--------|-------------------|--------|-----|--------|---------|

|   | Other selling, general, and |
|--------|-----------------------------|

|   | administrative expenses | 71,399 | 32,147 | 42,576 | 115,279 |
|--------|-------------------------|--------|--------|--------|---------|

|   | Total selling, general and |
|--------|----------------------------|

|   | administrative expenses | 128,409 | 58,522 | 238,945 | 379,176 |
|--------|-------------------------|---------|--------|---------|---------|

 

|   | Total loss from operations | (112,319) | (54,765) | (218,491) | (430,576) |
|--------|----------------------------|-----------|----------|-----------|-----------|

 

Other Expenses

|   | Other income | 205 | -- | 250 | 615 |
|--------|--------------|-----|----|-----|-----|

|   | Interest expense | (10,429) | (57,941) | (33,482) | (79,384) |
|--------|------------------|----------|----------|----------|----------|

|   | Loss on sale of vehicles | -- | -- | (5,465) | -- |
|--------|--------------------------|----|----|---------|----|

 

|   | Total income (loss) | $ | (122,543) | $ | (112,706) | $ | (257,188) | $ | (509,345) |
|--------|---------------------|---|-----------|---|-----------|---|-----------|---|-----------|

 

Basic and diluted net income (loss)

|   | per weighted average share | $ | (0.01) | $ | (0.01) | $ | (0.01) | $ | (0.03) |
|--------|----------------------------|---|--------|---|--------|---|--------|---|--------|

 

Weighted average number of common shares used to compute

|   | net (loss) per weighted average share | 25,464,773 | 16,082,300 | 19,977,540 | 15,968,747 |
|--------|---------------------------------------|------------|------------|------------|------------|

 

 

 

See Accompanying Notes to Financial Statements 

4

**RMD TECHNOLOGIES, INC.**

**STATEMENTS OF CASH FLOWS**

**(Unaudited)**

 

|   | **For the Nine Months Ended** |
|--------|-------------------------------|

|   | **February 29,** |
|--------|------------------|

|   | **2008** | **2007** |
|--------|----------|----------|

Operating Activities

|   | Net income (loss) | $ | (257,188) | $ | (509,345) |
|--------|-------------------|---|-----------|---|-----------|

|   | Adjustments to reconcile net (loss) to |
|--------|----------------------------------------|

|   | cash (used in)operating activities: |
|--------|-------------------------------------|

|   | Depreciation | 1,747 | 3,692 |
|--------|--------------|-------|-------|

|   | Accrued interest | 9,939 | 25,947 |
|--------|------------------|-------|--------|

|   | Accretion of principal related to convertible debenture | 25,062 | 24,797 |
|--------|---------------------------------------------------------|--------|--------|

|   | Loss on disposal of fixed assets | 5,465 | -- |
|--------|----------------------------------|-------|----|

|   | Stock issued for services | 394,965 | -- |
|--------|---------------------------|---------|----|

|   | Stock issued for debt | (6,411) | -- |
|--------|-----------------------|---------|----|

|   | Changes in operating assets and liabilities: |
|--------|----------------------------------------------|

|   | Change in accounts receivable | (3,855) | 393 |
|--------|-------------------------------|---------|-----|

|   | Change in deposits | -- | 2,000 |
|--------|--------------------|----|-------|

|   | Change in prepaid expenses | (187,500) | 7,100 |
|--------|----------------------------|-----------|-------|

|   | Change in deferred revenue | -- | (9,600) |
|--------|----------------------------|----|---------|

|   | Change in accounts payable and accrued liabilities | (6,807) | 407,174 |
|--------|----------------------------------------------------|---------|---------|

|   | Net Cash Used in Operating Activities | (24,583) | (47,842) |
|--------|---------------------------------------|----------|----------|

 

Financing Activities

|   | Decrease in bank overdraft | -- | (6,076) |
|--------|----------------------------|----|---------|

|   | Payments on loan agreements | -- | (52) |
|--------|-----------------------------|----|------|

|   | Proceeds from notes payable – related parties | 21,568 | 53,115 |
|--------|----------------------------------------------------|--------|--------|

|   | Payments on capital lease obligations | -- | (14,145) |
|--------|---------------------------------------|----|----------|

|   | Proceeds from convertible debentures | 5,000 | -- |
|--------|--------------------------------------|-------|----|

|   | Proceeds from stock subscriptions | -- | 15,000 |
|--------|-----------------------------------|----|--------|

|   | Net Cash Provided by Financing Activities | 26,568 | 47,842 |
|--------|-------------------------------------------|--------|--------|

 

|   | Increase (decrease) in cash | 1,985 | -- |
|--------|-----------------------------|-------|----|

|   | Cash at Beginning of the Period | 570 | -- |
|--------|---------------------------------|-----|----|

 

|   | Cash at End of the Period | $ | 2,555 | $ | -- |
|--------|---------------------------|---|-------|---|----|

 

 

Supplemental schedule of noncash investing and financing activities:

|   | Interest paid | $ | -- | $ | 4,840 |
|--------|---------------|---|----|---|-------|

|   | Taxes paid | $ | -- | $ | -- |
|--------|------------|---|----|---|----|

|   | Payments made directly by related party | $ | -- | $ | 158,915 |
|--------|-----------------------------------------|---|----|---|---------|

|   | Common stock issued for services | $ | 394,965 | $ | -- |
|--------|----------------------------------|---|---------|---|----|

|   | Common stock issued for debt | $ | 6,411 | $ | 20,000 |
|--------|------------------------------|---|-------|---|--------|

 

 

See Accompanying Notes to Financial Statements

 

5

**RMD TECHNOLOGIES, INC.**

**NOTES TO FINANCIAL STATEMENTS**

**(Unaudited)**

 

| **NOTE 1** | **SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES** |
|------------|--------------------------------------------|

 

Condensed – RMD Technologies, Inc. (“the Company”) has elected to omit substantially all footnotes to the financial statements for the nine months ended February 29, 2008 since there have been no significant changes (other than indicated in other footnotes) to the information previously reported by the Company in its annual report filed on Form 10-KSB for the fiscal year ended May 31, 2007.

 

Unaudited Information - The information furnished herein was taken from the books and records of the Company without audit.  However, such information reflects all adjustments (which include only normal recurring adjustments) that are, in the opinion of management, necessary to properly reflect the results of the interim periods presented.  The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.

 

**Reclassification –**Certain amounts in prior-year financial statements have been reclassified for comparative purposes to conform with presentation in the current-year financial statements.

 

| **NOTE 2** | **GOINGCONCERN** |
|------------|------------------|

 

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  At February 29, 2008, the Company had current liabilities that exceeded current assets by $781,212, had incurred significant losses during the last few years, and had negative cash flow from operations.  These factors create an uncertainty about the Company's ability to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might be necessary if the Company is unable tocontinue as a going concern.

 

| **NOTE 3** | **COMMONSTOCK** |
|------------|-----------------|

 

During the nine months ending February 29, 2008, the Company issued 1,450,000 shares of common stock for payment of legal services valued at $72,500 ($.05 per share).

 

During the nine months ending February 29, 2008, the Company issued 750,000 shares of common stock for conversion of debt and exercising of warrants.  The conversion of debt was for 744,180 shares of common stock for a value of $68 (convertible shares were based on the formula in the convertible debenture agreement).  Also based on the agreement, 5,820 warrants were exercised for 5,820 shares of common stock at $1.09 per share (per the warrant agreement) for a value of $6,344 that was offset against an advance of $160,000 previously paid by the investor.

 

On January 2, 2008, the Company issued 7,500,000 shares of common stock for compensation for service contracts entered into to provide various services during the 2008 calendar year.  These shares were valued at $.03 per share, which was the trading price on January 2, 2008.  The Company recognized $225,000 in expenses relating to these contracts, of which $187,500 is currently carried as prepaid expenses.

 

7

**RMD TECHNOLOGIES, INC.**

**NOTES TO FINANCIAL STATEMENTS (Continued)**

**(Unaudited)**

 

| **NOTE 3** | **COMMONSTOCK(CONTINUED)** |
|------------|----------------------------|

 

On January 2, 2008, the Company entered into three year employment contracts with Pat Galliher and Suzanne Galliher.  As part of these contracts, they each received 1,500,000 shares of common stock at the time the contract was signed.  These shares were valued at $.03 per share, which was the trading price on January 2, 2008.  The company recognized $90,000 in expenses relating to these contracts.

 

 

 

 

8

**Item 2.  Management's Discussion and Analysis or Plan of Operations**

 

FORWARD LOOKING STATEMENTS

 

Some of the statements contained in this Form 10-QSB that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-QSB, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that havebeen made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

 

o   Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

 

|   | o | Our ability to raise capital when needed and on acceptable terms and conditions; |
|--------|---|----------------------------------------------------------------------------------|

 

|   | o | The intensity of competition; and |
|--------|---|-----------------------------------|

 

|   | o | General economic conditions. |
|--------|---|------------------------------|

 

All written and oral forward-looking statements made in connection with this Form 10-QSB that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

 

*For the Three Months Ended February 29, 2008 compared to the Three Months Ended February 28, 2007.*

**Results of Operations.**

(a) Revenues. 

The Company had revenues totaling $29,447 for the three months ended February 29, 2008 as compared with the previous period of $21,989, an increase of $7,456 or approximately 33.9%. This increase between the two periods was the result of changes in the market for the scrap the company sells. The price of scrap circuit boards has risen from under two dollars to over three dollars and we have experienced the same types of increases in the other scrap components that result from our process.  For the three months ended February 29, 2008, cost of revenues totaled $13,557, compared to $18,202 in the prior period, a decrease of $4,645 or approximately 25.5%.  This decrease between the two periods was the result of the company outsourcing some of the 

 

9

recycling process to larger recyclers, reducing our labor costs and overhead costs.  Overall, gross profit (loss) totaled $16,090 for the three months ended February 29, 2008 compared to $3,787 in the prior period, an increase of $12,303.  This increase between the two periods was the result of a combination of factors, including the increased value of the scrap electronics the company has been receiving and the cost saving the company has been realizing from outsourcing some of the processes used to recycle the electronics. The company intends to continue using these methods while we implement our marketing and sales plans. This will allow us to place emphasis on increasing sales and building brand identity while keeping our fixed costs as low as possible. The Company’s revenues and its related cost of sales primarily consisted of sales and recycling.  

 (b) Operating Expenses. 

Operating expenses for the three months ended February 29, 2008 were $128,409 as compared with $58,522 for the prior period, an increase of $69,887 or approximately 119.4%.  The overall increase in operating expenses compared to the prior period was primarily due to an increase in payroll and related expenses.

(c) Interest Expense

Interest expense for the three months ended February 29, 2008 totaled $10,429 compared to $57,941 for the three months ended February 28, 2007, a decrease of $47,512 or approximately 82%.  All of the interest expense was to a related party.  The overall decrease in interest expense compared to the prior period was primarily due to equipment leases that ended during the previous year. 

(d) Net Loss. 

The Company’s net loss for the three months ended February 29, 2008, totaled $122,543 as compared with the prior period’s net loss of $112,706, an increase in net loss of $9,837 or approximately 8.7%.  This increase was due to an increase in selling, general and administrative expenses.

**Operating Activities.**

The net cash used in operating activities was $(24,583) for the nine months ended February 29, 2008 compared to net cash used in operating activities of $(47,842) for the nine months ended February 28, 2007, a decrease in cash used by $23,259 or approximately 48.6%. The change in operating activities is attributable to a curtailment of operations. 

**Financing Activities.**

The net cash provided by financing activities was $26,568 for the nine months ended February 29, 2008 compared to net cash provided by financing activities of $47,842 for the nine months ended February 28, 2007, resulting in a decrease in cash provided of $21,274.

 

10

**Liquidity and Capital Resources.**

As of February 29, 2008, the Company has total current assets of $194,800 and total current liabilities of $976,012 resulting in a working capital deficit of $(781,212); as of that date the Company had $2,555 in cash. 

The Company has raised capital through borrowings from private individuals. 

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 the Company's 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. 

The Company's current cash 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 August 24, 2005, the Company raised $25,000 through a promissory note. The note bears an interest rate of 7.5% per annum and was due in August 2006. The note has a feature that allows the holder to convert the principal and any accrued interest into restricted shares of common stock of the Company at a rate of $0.001 per share at any time after the Company clears all comments from the Securities and Exchange Commission on its Form 10-SB filing (which will then make the Company eligible for quotation on the Over the Counter Bulletin Board), until the 

 

11

note is satisfied. The Company has determined that there is a beneficial conversion feature associated with this convertible promissory note in the amount of $25,000 that has been reflected as unamortized debt discount and included in short-term notes payable on the accompanying balance sheet. The principal and accrued interest of $844.41, on this note was paid on February 10, 2006. 

On January 27, 2006, the Company entered into a Securities Purchase Agreement with La Jolla Cove Investors, Inc. for the sale of a convertible debenture in the amount of $100,000. This debenture bears interest at 7% per annum and is convertible into shares of the Company's common stock. 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 shall be divided by the conversion price. The conversion price is equal to the lesser of (i) 80% of the average of the 3 lowest volume weighted average prices during the 20 trading days prior to the holder's election to convert, or (ii) 80% of the volume weighted average price on the trading day prior to the holder's election toconvert (once the Company's common stock commences trading). 

In conjunction with the debenture, the Company issued to La Jolla Cove a warrant, dated January 27, 2006, to purchase 10,000,000 shares of common stock of the Company, exercisable at $1.00 per share. Under an addendum to the warrant, 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. 

In connection with the Securities Purchase Agreement, the Company granted to La Jolla Cove 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. 

La Jolla Cove provided the Company with an aggregate $250,000 on January 31, 2006: (a) $100,000 for the debenture, and (b) a $150,000 advance on the exercise of the warrant.  As of February 29, 2008, La Jolla has exercised 5,820 warrants for a value of $6,344 that was offset against the $160,000 advance and converted $68 of the convertible debt into 744,180 shares of common stock.  A total of 750,000 shares of common stock were issued through February 29, 2008.

On August 16, 2007, the Company received $5,000 in cash from an individual in exchange for a convertible note.  The note matures on August 16, 2008, carries an interest rate of 9% and is convertible for 100,000 shares of common stock.

| **Item 3.** | **Controls and Procedures** |
|-------------|-----------------------------|

 

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Company's principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

 

12

As of the end of the period covered by this report, management carried out an evaluation, under the supervision and with the participation of the Company's principal executive officer and principal financial officer, of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).  Based upon the evaluation, the Company's principal executive/financial officer concluded that its disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  In addition, the Company's principal executive officer and principal financial officer concluded that its disclosure controls and procedures were effectiveat a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies andprocedures may deteriorate.  Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.

 

There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

**Part II.   OTHER INFORMATION**

 

| **Item 1.** | **Legal Proceedings** |
|-------------|-----------------------|

 

None.

 

| **Item 2.** | **Unregistered Sales of Equity Securities and Use of Proceeds** |
|-------------|-----------------------------------------------------------------|

 

None.

 

| **Item 3.** | **Defaults Upon Senior Securities** |
|-------------|-------------------------------------|

 

None.

 

| **Item 4.** | **Submission of Matters to a Vote of Security Holders** |
|-------------|---------------------------------------------------------|

 

Not applicable

 

13

| **Item 5.** | **Other Information** |
|-------------|-----------------------|

 

Not applicable

**Item 6. Exhibits.**

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

**EXHIBIT INDEX**

 

 

14

 

Number                           Description3.1    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 PurchaseAgreement between the Company and La Jola 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 Exhibir 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 referenceto       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 byreference 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 byreference 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       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 bythe 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 | Certification of Principal Executive Officer  pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the  Securities and Exchange Act of 1934, as amended

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|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.2 | Certification of Principal Financial Officer  pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the  Securities and Exchange Act of 1934, as amended

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| 32.1 | Certification pursuant to 18  U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 (Chief Executive Officer)

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| 32.2 | Certification pursuant to 18  U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

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**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.**

 

 

 

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