Brian F. Faulkner
A PROFESSIONAL LAW CORPORATION
27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675
T: 949.240.1361 F: 949.240.1362 C: 714.608.2125
E: BRIFFAULK@AOL.COM
VIA FEDERAL EXPRESS AND EDGAR
May 12, 2006
H. Christopher Owings, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: RMD Technologies, Inc.
Amendment No. 5 to Registration Statement on Form 10-SB
Filed March 1, 2006
Amendment No. 2 to Form 10-KSB for the Fiscal Year Ended May 31, 2005
Filed March 1, 2006
Amendment No. 1 to Form 10-QSB for the Quarter Ended August 31, 2005
Filed March 2, 2006
Form 10-QSB for the Quarter Ended November 30, 2006
Filed January 17, 2006
File No. 0-51109
Dear Mr. Owings:
This letter is in response to your letter of March 30, 2006 with
regard to Amendment No. 5 to the Form 10-SB registration statement of
RMD Technologies, Inc., a California corporation ("Company"), filed
on March 1, 2006, Amendment No. 2 to Form 10-KSB for the Fiscal Year
Ended May 31, 2005, filed on March 1, 2006, Amendment No. 1 to Form
10-QSB for the Quarter Ended August 31, 2005, filed on March 2, 2006,
and the Form 10-QSB for the Quarter Ended November 30, 2006, filed on
January 17, 2006. Each comment point in your letter will be
addressed below and in an amended Form 10-SB, an amended Form 10-KSB,
amended Form 10-QSB's to be filed on EDGAR:
1. Additional disclosure under Risk Factors, Adjustable Conversion
Price Feature, has been made as requested.
2. The reference to Golden Gate was a typographical error. Golden
Gate has no relationship to the Company. This has been changed under
Risk Factors, If the Company is Unable to Issue Shares.
3. The reference to lack of dividend payments was not made in
connection with a discussion of the results of the company but only
in the context of the potential affect on the investment value of the
Company's common stock.
4. In response to your comments, changes have been made to Revenues
section of the MD&A.
5. In response to your comments, changes have been made to Selling,
General and Administrative Expenses section of the MD&A.
6. In response to your comments, changes have been made to the
Liquidity and Capital Resources section of the MD&A.
7. Since La Jolla Cove Investors has contractually agreed under the
terms of the Securities Purchase Agreement with the Company not to
ever exceed an ownership interest in the Company in excess of 9.99%,
only 9.99% of the total issued and outstanding shares of common stock
of the Company of 15,002,300 as of May 1, 2006 has been included.
8. The Directors, Officers, Promoters, and Control Persons section
of the document makes clear that Suzanne Galliher is the wife of
Patrick Galliher. The first sentence of the second paragraph of this
section has been removed.
9. Item 402(g) of Regulation S-B provides that a compensatory plan
or arrangement under which an executive officer will receive payments
from the company must be described if the payments thereunder will
exceed $100,000. Since the stated total compensation under the
consulting agreement between Arthur DeJoya and the company will be
$60,000, this contract is not required to be disclosed under the
Executive Compensation section of the document.
The $36,000 figure was based on the amount of work to be done by Mr.
De Joya. This agreement has been amended recently to defer the
$36,000 payment to the end of the contract and this is to be paid in
cash and not stock.
10. Since the Liquidity and Capital Resources section of the
document already has a complete description of the Securities
Purchase Agreement with La Jolla Cove Investors, a cross-reference to
that section has been added to the section Recent Sales of
Unregistered Securities.
11. The November 30, 2005 unaudited financial statements in the
document have been replaced by the February 28, 2006 unaudited
financial statements.
12. (a) The noted language has been removed from the document.
(b) The Company did not file a February 2005 Form 10-QSB (since the
Form 10-SB did not automatically go effective until March 8, 2005.
The referenced changes have been reflected in the February 2006 Form
10-QSB.
(c) The requested changes to the Statements of Operation for the
year ended May 31, 2005 has been made.
(d) Amended auditor's report has been included in the Form 10-SB and
amended Form 10-KSB.
13. The referenced promissory note has been added as an exhibit to
the Form 10-SB. The name of the holder of the note has been added
under Recent Sales of Unregistered Securities.
14. The Form 10-KSB has been amended to reflect all applicable
comments on the Form 10-SB.
15. Item 308(c) of Regulation S-B provides the following:
Changes in internal control over financial reporting. Disclose
any change in the small business issuer's internal control over
financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under
the Exchange Act that occurred during the small business
issuer's last fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the small business issuer's internal control over
financial reporting [emphasis added].
SEC Final Rule 33-8618 specifically states that companies must
begin to comply with the provisions of Exchange Act Rule 13a-15(d),
requiring an evaluation of changes to internal controls over
financial reporting requirements, with respect to the company's first
periodic report due after the first annual report that must include
management's report on internal control over financial reporting (for
fiscal years ending on and after July 15, 2007). Item 308(c) states
that a company must disclose any change "identified in connection
with the evaluation required by paragraph (d) of Rule 13a-15."
Therefore, since the Company is not yet required to conduct the
evaluation under Rule 13a-15(d), then it cannot disclose any change
in connection therewith.
I have enclosed two marked copies of the filed Form 10-SB/A
(Amendment No. 6), and the filed Form 10-KSB/A (Amendment No. 3)
showing the changes made per this letter. Should you have any
additional comments or questions, please feel free to contact me.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner
cc: Pat Galliher, RMD Technologies, Inc.