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 NOVEMBER 30, 2005
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 November 30, 2005, the Company had 15,002,300 shares of
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X .
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
BALANCE SHEET AS OF NOVEMBER 30, 2005 3
STATEMENTS OF OPERATIONS FOR
THE THREE AND SIX MONTHS ENDED
NOVEMBER 30, 2005 AND NOVEMBER 30, 2004 4
STATEMENTS OF CASH FLOWS FOR
THE SIX MONTHS ENDED
NOVEMBER 30, 2005 AND NOVEMBER 30,2004 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
ITEM 3. CONTROLS AND PROCEDURES 15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 16
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS 16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16
ITEM 5. OTHER INFORMATION 16
ITEM 6. EXHIBITS 16
SIGNATURES 17
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
RMD TECHNOLOGIES, INC.
BALANCE SHEET
NOVEMBER 30, 2005
(Unaudited)
ASSETS
Current Assets
Cash $ --
Escrow deposit 2,000
Accounts receivable 4,682
Inventory 200
Total Current Assets 6,882
Furniture and equipment - net of accumulated
depreciation of $23,683 48,549
Other Assets
Security deposits 911
Total Assets 56,342
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities 167,098
Bank overdraft 844
Current portion - capital leases 8,918
Short term notes payable, net of $18,750
of unamortized debt discount 68,791
Payable to related individuals 101,436
Total Current Liabilities 347,087
Long Term Liabilities
Capital leases payable 15,240
Total Liabilities 362,327
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 (348,285)
Total Stockholders' Deficit (305,985)
Total Liabilities and Stockholders' Deficit 56,342
See Accompanying Notes to Financial Statements
RMD TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Six Months Ended
November 30, November 30,
2005 2004 2005 2004
Revenues
Sales $ 44,616 $ 26,942 $ 66,904 $ 53,494
Recycling 4,745 46,622 57,909 99,923
Total Revenues 49,361 73,564 124,813 153,417
Cost of Revenues
Cost of sales 21,066 22,005 32,008 30,307
Cost of recycling revenues 40,732 41,673 70,133 71,260
Total Cost of Revenues 61,798 63,678 102,141 101,567
Gross Profit (12,437) 9,886 22,672 51,850
Selling, General, and
Administrative Expenses
Depreciation 1,630 1,489 3,261 3,877
Other selling, general, and
administrative expenses 44,889 50,018 132,745 91,292
Total Selling, General,
and Administrative Expenses 46,519 51,507 136,006 95,169
Total Loss From Operations (58,956) (41,621) (113,334) (43,319)
Other Expenses
Interest expense 11,806 -- 14,965 1,357
Other expense -- -- -- --
Total Loss (70,762) (41,621) (128,299) (44,676)
Basic and Diluted Net Loss
per Weighted Average Share (0.01) (0.00) (0.01) (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 12,916,986
See Accompanying Notes to Financial Statements
RMD TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
November 30,
2005 2004
Operating Activities
Net loss $ (128,299) $ (44,676)
Adjustments to reconcile net loss to
cash provided by (used in) operating activities:
Depreciation 3,261 3,877
Changes in operating assets and liabilities:
Change in accounts receivable 9,880 30,342
Change in inventory -- (758)
Change in deposits -- (911)
Change in accounts payable and accrued liabilities 56,559 12,163
Change in bank overdraft (1,286) --
Change in accrued interest within notes payable 6,990 --
Net Cash Provided by (Used in) Operating Activities (52,895) 37
Investing Activities
Sale of equipment -- 5,264
Purchase of equipment -- --
Net Cash Provided by Investing Activities -- 5,264
Financing Activities
Proceeds from stock issuance -- 15,000
Proceeds from notes payable 51,044 --
Proceeds from loans from related individuals 11,206 --
Payments made on capital leases (4,106) --
Payments made on loans from related individuals (5,249) (18,259)
Net Cash Provided by (Used in) Financing Activities 52,895 (3,259)
Increase in Cash -- 2,042
Cash at Beginning of Period -- 4,398
Cash at End of Period -- 6,440
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 November 30, 2005 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 PROMISSORY NOTE
In August 2005, an individual loaned the Company $25,000. The note
bears an interest rate of 7.5% per annum and is due in August 2006.
The note has a feature that allows the holder to convert the principle
and any accrued interest into 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 SEC on its Form 10-SB filing (which will then make
the Company eligible for quotation on the Over the Counter Bulletin
Board) until the 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, of which $18,750
has been reflected as unamortized debt discount and included in short-
term notes payable on the accompanying balance sheet, and $6,250 has
been expensed in interest expense for the six months ended November
30, 2005. This amount will be amortized as financing costs over the
term of the note.
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 $49,361 and $124,813 for three
and six months ended November 30, 2005 compared to $72,937 and
$153,417 for the three and six months ended November 30, 2004, a
decrease of $23,576 and $28,604 or approximately 32% and 17%
respectively. For the three and six months ended November 30, 2005,
cost of revenues totaled $61,798 and $102,141, compared to $63,678 and
$101,567 for the three and six months ended November 30, 2004, changes
of $(1,880) and $574 or approximately (3)% and 1%, respectively.
Overall, gross profit (loss) totaled $(12,437) and $22,672 for three
and six months ended November 30, 2005 compared to $9,259 and $51,850
for the three and six months ended November 30, 2004, a decrease of
$21,696 and $29,178 or approximately 234% and 56%, respectively.
The Company's revenues primarily consisted of sales and
recycling. Revenue from sales of refurbished and/or working equipment
collected totaled $44,616 and $66,904 for the three and six months
ended November 30, 2005 compared to $26,315 and $53,494 for the three
and six months ended November 30, 2004, increases of $18,301
and$13,410 or approximately 70% and 25%, respectively. Revenue from
recycling totaled $4,745 and $57,909 for the three and six months
ended November 30, 2005 compared to $46,622 and $99,923 for the three
and six months ended November 30, 2004, decreases of $41,877 and
$42,014 or approximately 90% and 42%, respectively. Revenue from
sales increased compared to the prior year as a result of higher sales
demand for refurbished equipment collected. Revenue from recycling
decreased compared to the prior year primarily due to lack of
marketing and more focus on developing a more efficient infrastructure
for recycling operations. The Company believes that revenues from
sales will continue to increase in demand for the remaining fiscal
year. 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.
Total selling, general and administrative expenses for the three
and six months ended November 30, 2005 were $44,889 and $132,745
compared to $50,018 and $91,292 for the three and six months ended
November 30, 2004, changes of $(5,129) and $41,453 or approximately
(1)% and 45%, respectively. Although the overall change during the
three months ended November 30, 2005 in selling, general and
administrative expense was small compared to the prior year,
consulting expenses decreased by approximately $63,000 compared to the
prior year primarily due to non-recurring use of certain business
consultants in the prior year. However, other selling, general and
administrative expenses increased by approximately $82,000 primarily
due to an increase in staffing by four personnel during the year.
(c) Net Loss.
The Company's net loss totals $70,762 and $128,299 for the three
and six months ended November 30, 2005, compared to $41,621 and
$44,676 for the three and six months ended November 30, 2004,
increases of $29,141 and $83,623 or approximately 70% and 187%,
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 product and 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 third quarter of 2005. 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 $52,895 for the six
months ended November 30, 2005 compared to net cash provided in
operating activities of $37 for the six months ended November 30,
2004, an increase in cash used by $52,858. The change in operating
activities is attributable to an overall increase in net loss.
Financing Activities.
The net cash provided by financing activities was $52,895 for the
six months ended November 30, 2005 compared to net cash used in
financing activities of $3,259 for the six months ended November 30,
2004, an increase of $56,154. The change in financing activities is
primarily due to new loans in the current year period.
Liquidity and Capital Resources.
As of November 30, 2005, the Company had total current assets of
$6,882 and total current liabilities of $347,087, resulting in net
working capital deficit of $340,205. The Company had no cash as of
that date.
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.
The Company has continued to raise capital through borrowings
from private individuals. In August 2005, the Company raised through
borrowings $25,000. In August 2005, the Company borrowed $25,000 from
an individual. The note bears an interest rate of 7.5% per annum and
is due in August 2006. The note has a feature that allows the holder
to convert the principle and any accrued interest into 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 SEC on its Form 10-SB
filing (which will then make the Company eligible for quotation on the
Over the Counter Bulletin Board) until the 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 of the accompanying balance
sheet. This amount will be amortized as financing costs over the term
of the note.
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 shareholders.
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 30 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.
Other.
The Company does not provide post-retirement or post-employment
benefits requiring charges under Statements of Financial Accounting
Standards No. 106 and No. 112.
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 our adequacy of capital resources, need and ability to
obtain additional financing, the features and benefits of our
services, our operating losses and negative cash flow, and our
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.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of Disclosure 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 our
management, including our principal executive officer and principal
financial officer, to allow timely decisions regarding required
disclosure.
As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with
the participation of our principal executive officer and principal
financial officer, of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).
Based upon the evaluation, our principal executive/financial officer
concluded that our disclosure controls and procedures were effective
at a reasonable assurance level to ensure that information required to
be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms. In addition,
our principal executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures were
effective at a reasonable assurance level to ensure that information
required to be disclosed in the reports that the Company 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 and procedures 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.
Changes in Disclosure Controls and Procedures.
There were no changes in the Company's disclosure controls and
procedures, or in factors that could significantly affect those
controls and procedures since their most recent evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None. In addition, there were no purchases of common stock of
the Company by the Company or its affiliates during the three months
ended November 30, 2005.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None.
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: January 17, 2006 By: /s/ Patrick A. Galliher
Patrick A. Galliher, President
Dated: January 17, 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).
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).
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).