-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OifDSdeV5xnS08CyAueXzu947k/4OzF1dFDh9wOHXd8Ofa3pc9n+bnO5zk4hs6eV YSz4RTYv/FZma1ue/tQVww== 0001016295-08-000009.txt : 20080122 0001016295-08-000009.hdr.sgml : 20080121 20080122165741 ACCESSION NUMBER: 0001016295-08-000009 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071130 FILED AS OF DATE: 20080122 DATE AS OF CHANGE: 20080122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RMD Technologies, Inc. CENTRAL INDEX KEY: 0001312112 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 330970212 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-51109 FILM NUMBER: 08542407 BUSINESS ADDRESS: STREET 1: 308 WEST 5TH STREET CITY: HOLTVILLE STATE: CA ZIP: 92250 BUSINESS PHONE: 760-356-2039 MAIL ADDRESS: STREET 1: 308 WEST 5TH STREET CITY: HOLTVILLE STATE: CA ZIP: 92250 10QSB 1 frm10qsb-30nov07.txt FORM 10QSB NOVEMBER 30, 2007 [PG NUMBER] 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, 2007 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.) 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 January 15, 2008, the Company had 29,195,000 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes No X . [PG NUMBER] 2 RMD TECHNOLOGIES, INC. Index

RMD TECHNOLOGIES, INC. BALANCE SHEET (Unaudited)

See Accompanying Notes to Financial Statements RMD TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS (Unaudited)

See Accompanying Notes to Financial Statements RMD TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS (Unaudited)

See Accompanying Notes to Financial Statements [PG NUMBER] 6 RMD TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Condensed - RMD Technologies, Inc. ("the Company") has elected to omit substantially all footnotes to the financial statements for the six months ended November 30, 2007 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 GOING CONCERN 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 November 30, 2007, the Company had current liabilities that exceeded current assets by $987,683, 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 to continue as a going concern. NOTE 3 COMMON STOCK During the six months ending November 30, 2007, the Company issued 1,450,000 shares of common stock for payment of legal services valued at $72,500 ($.05 per share). During the six months ending November 30, 2007, the Company issued 145,000 shares of common stock for conversion of debt and exercising of warrants. The conversion of debt was for 142,864 shares of common stock for a value of $21 (convertible shares were based on the formula in the convertible debenture agreement). Also based on the agreement, 2,136 warrants were exercised for 2,136 shares of common stock at $1.09 per share (per the warrant agreement) for a value of $2,328 that was offset against an advance of $150,000 previously paid by the investor. NOTE 4 NASDAQ TRADING SYMBOL On November 19th, 2007 the Company was approved for trading on the NASDAQ over the counter. The company received the trading symbol RMDT. RMD TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited) NOTE 5 SUBSEQUENT EVENTS In October the Company discontinued using the services of Sichenzia Ross Friedman Ference LLP. In December the Company engaged the services of Victor Schwarz as counsel for SEC matters. In January the Company additionally engaged the services of Jeffrey L. Galliher as the Company's general counsel. Mr. Galliher's retainer was $15,000 in common stock. On January 2nd, 2008 the Company entered into an employment agreement with Patrick A. Galliher, the current CEO to continue to serve in that position. The Company also entered into an employment agreement with Suzanne E. Galliher to continue to serve as a member of the Board of Directors and additionally as the Executive Vice President for Administration. In January 2008 the Company entered into the following contracts: The Company entered into an agreement with Steven E. Hogan. Mr. Hogan will provide management expertise and services in the areas of government compliance and government relations in exchange for $30,000 in common stock. This contract is for one year. The Company entered into an agreement with Christopher Jilly. Mr. Jilly will provide consulting services to the Company specifically in the field of Corporate Sales. Mr. Jilly will additionally organize the Company's sales department and begin the formation and implementation of the Company's sales strategies. Mr. Jilly was compensated with $30,000 of common stock in the Company for these services. The term of the contract is one year. The Company entered into an agreement with Carole J. Hogan. The Company intends to open an additional location in the Greater San Diego area during the third quarter and Ms. Hogan's contract is for the organization of the Company's proposed San Diego location and formation and implementation of the Company's Administration and Human Resources policies. Ms. Hogan was compensated with $30,000 of common stock. The term of the contract is one year. The Company entered into an agreement with Herb Gordon. Mr. Gordon has extensive experience in Far East Relations and Import and Export of Surplus and Scrap Materials. His contract includes the establishment and organization of the Company's Recovered Materials sales department. He was compensated with $15,000 of common stock. The term of the contract is one year. The Company entered into an agreement with Sean Galliher, Pat Galliher's brother. Mr. Galliher is the sole proprietor of Advanced Solutions, an Information Technologies Company and has earned a Masters Degree in Computer Security. Under this contract Mr. Galliher will provide services to include the oversight of the Company's Data Handling Procedures. Additionally, he will also be assisting the Company's development of a tracking program for the collected electronics. Mr. Galliher was compensated with $15,000 of common stock. The term of the contract is one year. RMD TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited) NOTE 5 SUBSEQUENT EVENTS (Continued) The Company entered into an agreement with Shawn Carroll. Under the terms of the contract, Mr. Carroll will establish and organize the Company's Media Relation's and Investor Relations department. Mr. Carroll was compensated with $30,000 of common stock in the Company. The term of the contract is one year. The Company entered into an agreement with Jennifer Schaffer. Ms. Schaffer's contract includes the establishment and organization of the Company's Customer Relation's department. Ms. Schaffer was compensated with $15,000 of common stock in the Company. The term of the contract is one year. The Company entered into an agreement with Steven J. Galliher. Mr. Galliher is the sole proprietor of HFS, Inc a company that provides Fleet Management services. His contract includes the installation of Network Fleet tracking devices into the Company's vehicles and the monitoring and reporting associated with these devices. Mr. Galliher was compensated with $15,000 of common stock in the Company. The term of the contract is one year. The Company entered into an agreement with David C. Nelson. Mr. Nelson is a self employed media consultant and will assist with the development of the Company's marketing plan and the establishment of the Company's marketing department. Mr. Nelson was compensated with $15,000 of common stock in the Company. The term of the contract is one year. The Company entered into an agreement with Darrell Johnson to provide his expertise in the area of Engineering, Product Development and Import/Export. Mr. Johnson's contract includes assisting with the further development of the Company's consumer products. Mr. Johnson will also assist in development of the Company's procurement policies and procedures, with emphasis on suppliers from Asia. Mr. Johnson was compensated with $15,000 of common stock in the Company. The term of the contract is one year. Management believes these agreements will allow us to move forward with the implementation of our business plan, while conserving our cash. 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 have been 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 November 30, 2007 compared to the Three Months Ended November 30, 2006. Results of Operations. (a) Revenues. The Company had revenues totaling $3,877 for the three months ended November 30, 2007 as compared with the previous period of $23,545, a decrease of $19,668 or approximately 83.5%. This decrease between the two periods was the result of the reduction of sales from the company's lack of a dedicated sales force. For the three months ended November 30, 2007, cost of revenues totaled $3,959, compared to $34,307 in the prior period, a decrease of $30,348 or approximately 88.5%. This decrease between the two periods was the result of the Company's lack of a dedicated sales force. Overall, gross profit (loss) totaled $(82) for the three months ended November 30, 2007 compared to $(10,762) in the prior period, a decrease of $10,680. This decrease between the two periods was the result of a reduction in payroll and related expenses. 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 November 30, 2007 were $21,397 as compared with $106,632 for the prior period, a decrease of $85,235 or approximately 80%. The overall decrease in operating expenses compared to the prior period was primarily due to a reduction in payroll and related expenses. (c) Interest Expense Interest expense for the three months ended November 30, 2007 totaled $7,549 compared to $10,795 for the three months ended November 30, 2006, a decrease of $3,246 or approximately 30.1%. 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 a correction of accrued interest. (d) Net Loss. The Company's net loss for the three months ended November 30, 2007, totaled $29,028 as compared with the prior period's net loss of $128,189, a decrease in net loss of $99,161 or approximately 77.4%. This decrease was due to a decrease in selling, general and administrative expenses. Operating Activities. The net cash used in operating activities was $(10,570) for the six months ended November 30, 2007 compared to net cash used in operating activities of $(209,910) for the six months ended November 30, 2006, a decrease in cash used by $199,340 or approximately 95%. The change in operating activities is attributable to a curtailment of operations. Financing Activities. The net cash provided by financing activities was $10,000 for the six months ended November 30, 2007 compared to net cash provided by financing activities of $209,910 for the six months ended November 30, 2006, resulting in a decrease in cash provided of $199,910. Liquidity and Capital Resources. As of November 30, 2007, the Company has total current assets of $0 and total current liabilities of $987,683 resulting in a working capital deficit of $(987,683); as of that date the Company had $0 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 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 to convert (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 November 30, 2007, La Jolla has exercised 2,136 warrants for a value of $2,328 that was offset against the $150,000 advance and converted $21 of the convertible debt into 142,842 shares of common stock. A total of 145,000 shares of common stock were issued through November 30, 2007. 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. 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 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 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. 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 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 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 a 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 By-laws, 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 a (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 be reference to Exhibit 4.3 of the Form 8-K filed on Februyry 6, 2006). 4.4 Registration Rights Agreement between the Company and La Jolla Cove Investors, Inc., dated January 27, 2006 a (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 Inveshors, Inc., dated January 27, 2006 (incorporated by referencetto Exhibit 4.6 of the Form 8-K filed on February 6, 2006). 10.1 Promissory Note issued by the Company in favor of Steve J. Galliher, dated July 12, 2002 (incorporated by referencn 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 20-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 refecence to Exhibit 10.3 of the Form 10-SB filed on January 7, 2005). 0 10.4 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated December 29, 2003 (incorporated by refecence 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 referecce 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 refercnce 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 refecence 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 referencc 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 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 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 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) 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) 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 22, 2008 By: /s/ Patrick A. Galliher ------------------------ Patrick A. Galliher, President (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) EX-31.1 2 exhibit311-30nov07.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATIONS

I, Patrick A. Galliher, President of RMD Technologies, Inc., certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of RMD Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any changes in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent 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; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: January 22, 2008 By: /s/ Patrick A. Galliher

Patrick A. Galliher

President

EX-31.2 3 exhibit312-30nov07.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATIONS

I, Patrick A. Galliher, Chief Financial Officer of RMD Technologies, Inc., certify that:

1.	I have reviewed this Quarterly Report on Form 10-QSB of RMD Technologies, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any changes in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent 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; and

The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: January 22, 2008	By: /s/ Patrick A. Galliher
	Patrick A. Galliher
	Chief Financial Officer

EX-32.1 4 exhibit321-30nov07.htm EXHIBIT 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of RMD Technologies, Inc. (the “Company”) on Form 10-QSB for the quarter ending November 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: January 22, 2008	By: /s/ Patrick A. Galliher
	Patrick A. Galliher
	President

EX-32.2 5 exhibit322-30nov07.htm EXHIBIT 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: January 22, 2008	By: /s/ Patrick A. Galliher
	Patrick A. Galliher
	Chief Financial Officer

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