-----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, PHb13fhWtJ3NWP9fipDZFtfPC6tg4XN8Boz4eNdmoMlzT+6C4DmZiQHdCI9Etw9y EkNiuLDKTa63eUaLmUvBow== 0001094328-06-000112.txt : 20060712 0001094328-06-000112.hdr.sgml : 20060712 20060712112519 ACCESSION NUMBER: 0001094328-06-000112 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060228 FILED AS OF DATE: 20060712 DATE AS OF CHANGE: 20060712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RMD Technologies, Inc. CENTRAL INDEX KEY: 0001312112 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330970212 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51109 FILM NUMBER: 06957655 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/A 1 rmd10qsba3071106woex.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Amendment No. 3) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________ COMMISSION FILE NUMBER: 0-51109 RMD TECHNOLOGIES, INC. (Exact Name of Company as Specified in Its Charter) California 72-1530833 (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 308 West 5th Street, Holtville, California 92250 (Address of Principal Executive Offices) (760) 356-2039 (Company's Telephone Number) ______________________________________________________________ (Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. Yes X No . Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No X As of February 28, 2006, the Company had 15,002,300 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes No X . The Company, by this Form 10-QSB/A, amends the following: Part I, Item 1, Financial Statements, to make the following revisions: (a) addition of the wording "RESTATED" at the top of each financial statement; and (b) addition of a new Note 4 to the financial statements ("Restated Financial Statements"). Also, by this Form 10-QSB/A, the Company amends Part II, Item 6, Exhibits, to include new certifications to the financial statements. Besides these changes, no other changes have been made to the Form 10-QSB for the quarter ended February 28, 2006. In addition, the remaining information in this amended Form 10-QSB has not been changed or updated to reflect any changes in information that may have occurred subsequent to the date of the reporting period that this Form 10-QSB relates. PART I - FINANCIAL INFORMATION ITEM 1. FINANCAL STATEMENTS. RMD TECHNOLOGIES, INC. BALANCE SHEET FEBRUARY 28, 2006 (RESTATED) (Unaudited) ASSETS Current Assets Cash $ 68,888 Escrow deposit 2,000 Accounts receivable 3,842 Inventory 1,071 Total Current Assets 75,801 Furniture and equipment - net of accumulated depreciation of $25,314 46,919 Other Assets Security deposits 911 Total Assets $ 123,631 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable and accrued liabilities $ 131,392 Current portion - capital leases 8,918 Derivative liability related to convertible debenture 120,762 Warranty liability related to convertible debenture 77,389 Advance from La Jolla Cove Investors, Inc. 150,000 Note payable 5,294 Payable to related individuals 121,160 Total Current Liabilities 614,915 Long Term Liabilities Convertible debenture 8,220 Capital leases payable 8,493 Total Liabilities 631,628 Stockholders' Deficit Common stock, no par value 100,000,000 shares authorized, 15,002,300 shares issued and outstanding 17,300 Additional paid-in capital 25,000 Accumulated deficit (550,297) Total Stockholders' Deficit (507,997) Total Liabilities and Stockholders' Deficit $ 123,631 RMD TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended For the Nine Months Ended February 28, February 28, 2006 2005 2006 2005 (RESTATED) (RESTATED) Revenues Sales $ 23,371 $ 24,638 $ 90,275 $ 78,132 Recycling 21,669 36,851 79,578 136,774 Total Revenues 45,040 61,489 169,853 214,906 Cost of Revenues Cost of sales 15,957 15,859 47,965 46,166 Cost of recycling revenues 59,969 26,049 130,102 97,309 Total Cost of Revenues 75,926 41,908 178,067 143,475 Gross Profit (30,886) 19,581 (8,214) 71,431 Selling, General, and Administrative expenses Depreciation 1,630 2,510 4,892 6,387 Other selling, general, and administrative expenses 60,102 37,162 192,848 128,454 Total Selling, General, and Administrative Expenses 61,732 39,672 197,740 134,841 Total Loss From Operations (92,618) (20,091) (205,954) (63,410) Other Expenses Expense related to adjustment of derivative and warranty liability to fair value (98,151) -- (98,151) -- Interest expense (11,241) (10,725) (26,206) (12,082) Other expense -- -- -- -- Total Loss $(202,010) $ (30,816) $(330,311) $ (75,492) Basic and Diluted Net Loss per Weighted Average Share $ (0.01) $ (0.00) $ (0.02) $ (0.01) Weighted Average Number of Common Shares Used to Compute Net Loss per Weighted Average Share 15,002,300 15,002,300 15,002,300 13,612,091
See Accompanying Notes to Financial Statements RMD TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended February 28, 2006 2005 (RESTATED) Operating Activities Net loss $ (330,311) $ (75,492) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 4,892 6,387 Expense related to adjustment of derivative and warrant liability to fair value 98,151 -- Accretion of principal related to convertible debenture 8,220 -- Changes in operating assets and liabilities: Change in accounts receivable 10,719 33,117 Change in inventory (871) 186 Change in deposits -- (911) Change in accounts payable and accrued liabilities 20,853 14,726 Change in accrued interest within notes payable 6,990 -- Net Cash Used in Operating Activities (181,357) (21,987) Investing Activities Purchase of equipment -- (881) Net Cash Used in Investing Activities -- (881) Financing Activities Decrease in bank overdraft (2,130) -- Proceeds from stock issuance -- 15,000 Proceeds from notes payable 13,228 30,187 Proceeds from advance from La Jolla Cove Investors, Inc. 150,000 -- Proceeds from convertible debenture 100,000 -- Payments made on capital leases (10,853) (13,527) Net Cash Provided by Financing Activities 250,245 31,660 Increase in Cash 68,888 8,792 Cash at Beginning of the Period -- 4,398 Cash at End of the Period $ 68,888 $ 13,190 Interest paid $ 2,249 $ -- Taxes paid $ -- $ -- See Accompanying Notes to Financial Statements RMD TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements of RMD Technologies, Inc., a California corporation ("Company") have been prepared in accordance with Securities and Exchange Commission ("SEC") requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements of the Company for the years ended May 31, 2005 and 2004 contained in its Form 10-KSB, as amended. The interim financial statements present the balance sheet, statements of operations, stockholders' equity and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of February 28, 2006 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are the recurring and normal nature. Interim results are not necessarily indicative of results of operations for the full year. Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. NOTE 2 CONVERTIBLE DEBENTURE On January 27, 2006, the Company entered into a Securities Purchase Agreement ("Agreement") with La Jolla Cove Investors, Inc. Under the Agreement, La Jolla Cove Investors, Inc. agreed to purchase from the Company a convertible debenture in the aggregate principal amount of $100,000. The debenture matures January 27, 2009, bears interest at 7.75% per annum, and principal and interest are due at maturity. The number of shares into which this debenture may be converted is equal to the dollar amount of the debenture being converted multiplied by 110, minus the product of the conversion price multiplied by 100 times the dollar amount of the debenture being converted, and the entire foregoing result divided by the conversion price (based on an Addendum to Convertible Debenture and Warrant to Purchase Common Stock, dated January 27, 2006). Under the Agreement, the conversion price is defined as the lesser of (i) 80% of the average of the 3 lowest volume weighted average prices during the 20 trading days prior to holder's election to convert, or (ii) 80% of the volume weighted average price on the trading day prior to holder's election to convert. In connection with the Agreement and the Addendum, the Company issued a warrant for 10,000,000 shares of common stock at an exercise price of $1.09 per share. The holder is required to exercise a percentage of the warrants that is equal to the percentage of the debenture being converted. The warrant is exercisable for a period of three years. The Company has determined the convertible debenture contains a beneficial conversion feature. However, the beneficial conversion feature does not qualify for treatment under Emerging Issue Task Force No. 00-27 due to the indeterminate number of shares that may be issued as part of the conversion feature of the host debt that would be required to be accounted for as an embedded derivative in accordance Statement of Financial Accounting Standards ("SFAS") No. 133. Additionally, the warrant related to the convertible debenture is considered tainted due to the indeterminate number of shares associated with the conversion feature of the host debt that would be accounted for as a derivative instrument ("warrant liability"). As a result, the principal balance of the convertible debenture has been allocated between derivative and warrant liability in the amounts of $120,762 and $77,389, respectively. Both embedded derivative and warrant liability will be adjusted to the fair value of the underlying securities at the end of each period. The recorded fair values of both the derivative and warrant liability can fluctuate significantly based upon the fluctuations in the market value of the underlying securities, as well as the volatility of the stock price during the term used for observation and the term remaining for the warrants. The adjustment to fair value for both the derivative and warrant liability will result in either an expense or income recorded in the income statement as a component of Other Income (Expense). The estimated fair value of the derivative and warrant liability has been determined using Black-Scholes option pricing model using the following assumptions: stock price volatility of 242%, risk free interest rate of 3.5%; dividend yield of 0% and 3 year term. The Company will accrete principal over the term of the convertible debenture since the entire principal balance of the convertible debenture has been allocated between the derivative and warrant liability. In accordance with SFAS No. 133, the Company will revalue the related derivative and warrant liability based upon the fair value at the end of each reporting period. As of February 28, 2006, the Company has accreted principal of $8,220 with unaccreted principal of $91,780 and derivative and warrant liability of $120,762 and $77,389, respectively. NOTE 3 ADVANCE FROM LA JOLLA COVE INVESTORS, INC. On January 31, 2006, La Jolla Cove Investors, Inc. advanced the Company $150,000 against future exercises of the warrant, as discussed in Note 2. The advance is unsecured, due on demand and bears no interest. NOTE 4 RESTATED FINANCIAL STATEMENTS Subsequent to the issuance of the Company's financial statements as of February 28, 2006, management determined that the following corrections were necessary in connection with the convertible debenture and warrants issued to La Jolla Cove Investors, Inc.: (a) Revised the calculations for the conversion option using the Black-Scholes option pricing model using the following assumptions: stock price volatility of 242%; risk free interest rate of 3.5%; dividend yield of 0% and 3 year term which resulted in an embedded derivative liability of $120,762. Additionally, the disclosure was revised regarding the methodology of valuing the conversion option of the debt. (b) Revised the stock price volatility related to the Black- Scholes options pricing model for the warrants to 242%. The stock price volatility of 242% was determined based upon 6 similar publicly traded companies. As a result, the fair value of the warrants totaled $77,389. (c) Revised the allocation of the principal balance of the convertible debt resulting in $120,762 allocated towards the derivative liability and $77,389 towards the warrant liability. Properly accounting of these items in the restated financial statements has the following effect: Nine Months Nine Months Restated Ended Ended Increase February February (Decrease) 28, 2006 28, 2006 (Restated) Total Liabilities $ 533,477 $ 631,628 $ 98,151 Total Stockholders' Deficit (409,846) (507,997) (98,151) Total Loss from Operations (205,954) (205,954) -- Total other income (expense) (26,206) (124,757) (98,151) Net loss $ (232,160) $ (330,311) $ (98,151) Basic and diluted loss per common share $ (0.02) $ (0.02) $ -- Basic and diluted loss per Nine Months Nine Months RESTATED Ended Ended Increase September 30, September 30, (Decrease) 2005 2005 (RESTATED) Revenues $ 395,791 $ 36,926 $ (358,865) Cost of revenues 282,556 14,593 (267,963) Gross profit 113,235 22,333 (90,902) Operating expense 1,622,192 315,244 (1,306,948) Loss from operations (1,508,097) (292,910) (1,215,187) Other income (expense) (148,067) (3,839) (144,228) Net loss $(1,657,024) $ (296,750) $(1,360,274) Basic and diluted loss per common share $ (0.05) $ (0.01) $ (0.04) PART II - OTHER INFORMATION ITEM 6. EXHIBITS. Exhibits included or incorporated by reference herein are set forth in the attached Exhibit Index. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RMD Technologies, Inc. Dated: July 11, 2006 By: /s/ Patrick A. Galliher Patrick A. Galliher, President Dated: July 11, 2006 By: /s/ Arthur De Joya Arthur De Joya, Chief Financial Officer EXHIBIT INDEX Number Description 3.1 Articles of Incorporation, dated May 17, 2001 (incorporated by reference to Exhibit 3.1 of the Form 10-SB filed on January 7, 2005). 3.2 Certificate of Amendment of Articles of Incorporation, dated June 21, 2004 (incorporated by reference to Exhibit 3.2 of the Form 10-SB filed on January 7, 2005). 3.2 Bylaws, dated June 20, 2001 (incorporated by reference to Exhibit 3.3 of the Form 10-SB filed on January 7, 2005). 4.1 Securities Purchase Agreement between the Company and La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on February 6, 2006). 4.2 7 3/4% Convertible Debenture issued to La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on February 6, 2006). 4.3 Warrant to Purchase Common Stock issued to La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.3 of the Form 8-K filed on February 6, 2006). 4.4 Registration Rights Agreement between the Company and La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.4 of the Form 8-K filed on February 6, 2006). 4.5 Addendum to Convertible Debenture and Warrant To Purchase Common Stock, dated January 27, 2006 (incorporated by reference to Exhibit 4.5 of the Form 8-K filed on February 6, 2006). 4.6 Continuing Personal Guaranty issued by Patrick A. Galliher and Suzanne E. Galliher in favor of La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.6 of the Form 8-K filed on February 6, 2006). 10.1 Promissory Note issued by the Company in favor of Steven J. Galliher, dated July 12, 2002 (incorporated by reference to Exhibit 10.1 of the Form 10-SB filed on January 7, 2005). 10.2 Promissory Note issued by the Company in favor of Patrick A. Galliher or Suzanne E, Galliher, dated November 17, 2002 (incorporated by reference to Exhibit 10.2 of the Form 10-SB filed on January 7, 2005). 10.3 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated November 17, 2003 (incorporated by reference to Exhibit 10.3 of the Form 10-SB filed on January 7, 2005). 10.4 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated December 29, 2003 (incorporated by reference to Exhibit 10.4 of the Form 10-SB filed on January 7, 2005). 10.5 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated January 9, 2004 (incorporated by reference to Exhibit 10.5 of the Form 10-SB filed on January 7, 2005). 10.6 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated February 6, 2004 (incorporated by reference to Exhibit 10.6 of the Form 10-SB filed on January 7, 2005). 10.7 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated February 13, 2004 (incorporated by reference to Exhibit 10.7 of the Form 10-SB filed on January 7, 2005). 10.8 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated March 22, 2003 (incorporated by reference to Exhibit 10.8 of the Form 10-SB filed on January 7, 2005). 10.9 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated April 26, 2004 (incorporated by reference to Exhibit 10.9 of the Form 10-SB filed on January 7, 2005). 10.10 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated May 7, 2004 (incorporated by reference to Exhibit 10.10 of the Form 10-SB filed on January 7, 2005). 10.11 Promissory Note issued by the Company in favor of Patrick A. Galliher, dated June 17, 2004 (incorporated by reference to Exhibit 10.11 of the Form 10-SB filed on January 7, 2005). 10.12 Promissory Note issued by the Company in favor of Ann Morrison, dated August 24, 2005 (incorporated by reference to Exhibit 10.12 of the Form 10-SB/A filed on May 16, 2006). 10.13 Consulting Services Agreement between the Company, on the one hand, and De Joya & Company, Inc. and Arthur De Joya, on the other hand, dated September 1, 2005 (incorporated by reference to Exhibit 10 of the Form 8-K filed on September 21, 2005). 10.14 Amended and Restated Consulting Services Agreement between the Company, on the one hand, and De Joya & Company, Inc. and Arthur De Joya, on the other hand, dated February 28, 2006 (incorporated by reference to Exhibit 10 of the Form 8- K/A filed on May 11, 2006). 16 Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K filed on January 5, 2006). 31.1 Rule 13a-14(a)/15d-14(a) Certification of Patrick A. Galliher (filed herewith). 31.2 Rule 13a-14(a)/15d-14(a) Certification of Arthur De Joya (filed herewith). 32 Section 1350 Certification of Patrick A. Galliher and Arthur De Joya (filed herewith). EX-31.1 2 rmdex311071206.txt EX-31.1 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PATRICK A. GALLIHER RULE 13a-14(a)/15d-14(a) CERTIFICATION I, Patrick A. Galliher, certify that: 1. I have reviewed this quarterly report on Form 10-QSB/A 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)) [omitted pursuant to extended compliance period] 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) [omitted pursuant to extended compliance period] (c) 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 (d) Disclosed in this report any change 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: July 11, 2006 By: /s/ Patrtick A. Galliher Patrick A. Galliher, President EX-31.2 3 rmdex312071206.txt EX-31.2 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF ARTHUR DE JOYA RULE 13a-14(a)/15d-14(a) CERTIFICATION I, Arthur De Joya, certify that: 1. I have reviewed this quarterly report on Form 10-QSB/A 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)) [omitted pursuant to extended compliance period] 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) [omitted pursuant to extended compliance period] (c) 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 (d) Disclosed in this report any change 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: July 11, 2006 By: /s/ Arthur De Joya Arthur De Joya, Chief Financial Officer EX-32 4 rmdex32071206.txt EX-32 SECTION 1350 CERTIFICATION OF PATRICK A. GALLIHER AND ARTHUR DE JOYA SECTION 1350 CERTIFICATION In connection with the quarterly report of RMD Technologies, Inc. ("Company") on Form 10-QSB/A for the quarter ended February 28, 2006 as filed with the Securities and Exchange Commission ("Report"), the undersigned, in the capacities and on the dates indicated below, hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to their 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: July 11, 2006 By: /s/ Patrtick A. Galliher Patrick A. Galliher, President Dated: July 11, 2006 By: /s/ Arthur De Joya Arthur De Joya, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----