-----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, PkwPAQxAfivKEFXoa44NliQS6Oy+/Ifki2tzRNcC/e4aXg6J+4l1NWygfhCL864X E+ovadhpfzzPeLQrNTHh1A== 0001144204-06-043883.txt : 20061027 0001144204-06-043883.hdr.sgml : 20061027 20061026194523 ACCESSION NUMBER: 0001144204-06-043883 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060831 FILED AS OF DATE: 20061027 DATE AS OF CHANGE: 20061026 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: 061167008 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 v055466_10qsb.txt 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 AUGUST 31, 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 (I.R.S. Employer Incorporation 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 August 31, 2006, the Company had 15,002,300 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes |_| No |X|. RMD TECHNOLOGIES, INC. Index Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheet as of August 31, 2006 (unaudited) 2 Statements of Operations for the three months ended August 31, 2006 and 2005 (unaudited) 3 Statements of Cash Flows for the three months ended August 31, 2006 and 2005 (unaudited) 4 Notes to Financial Statements (unaudited) 5 Item 2. Management's Discussion and Analysis or Plan of Operations 7 Item 3. Controls and Procedures 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits 12 SIGNATURES RMD TECHNOLOGIES, INC. BALANCE SHEET (Unaudited) August 31, 2006 ASSETS --------- Current Assets Cash $ -- Escrow deposit 2,000 Accounts receivable 18,408 Inventory -- --------- Total Current Assets 20,408 Furniture and equipment - net of accumulated depreciation of $35,632 34,118 Other Assets Security deposits 5,911 --------- Total Assets $ 60,437 ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Bank overdraft $ 10,312 Accounts payable and accrued liabilities 208,484 Deferred revenue 2,400 Current portion-Capital leases 13,639 Advance from La Jolla Cove Investors, Inc. 150,000 Note payable - shareholder 158,915 Payable to related individuals 162,647 --------- Total Current Liabilities 706,397 Long Term Liabilities Convertible debenture (net of unamortized debt discount of $80,292) 19,708 Capital leases payable 8,547 --------- Total Liabilities 734,652 --------- 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 100,000 Funds received for future issuance of 1,079,400 shares of common stock ($0.05 per share) 53,970 Accumulated deficit (845,485) --------- Total Stockholders' Deficit (674,215) --------- Total Liabilities and Stockholders' Deficit $ 60,437 ========= See Accompanying Notes to Financial Statements 2 RMD TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended August, 31 2006 2005 ------------ ------------ Revenues Sales $ 7,702 $ 22,288 Recycling 82,853 53,164 ------------ ------------ Total Revenues 90,555 75,452 Cost of Revenues Cost of sales 33,327 10,942 Cost of recycling revenues 101,114 29,401 ------------ ------------ Total Cost of Revenues 134,441 40,343 Gross Profit (43,886) 35,109 ------------ ------------ Selling, General, and Administrative expenses Depreciation 1,231 1,631 Other selling, general, and administrative expenses 212,762 85,457 ------------ ------------ Total Selling, General, and Administrative Expenses 213,993 87,088 ------------ ------------ Total Loss From Operations (257,879) (51,979) Other Expenses Interest expense (10,573) (3,159) Other expense -- -- ------------ ------------ Total Income (Loss) $ (268,452) $ (55,138) ============ ============ Basic and diluted net income (loss) per weighted average share $ (.02) $ (.00) ============ ============ Weighted average number of common shares used to compute net (loss) per weighted average share 15,002,300 15,002,300 ============ ============ See Accompanying Notes to Financial Statements 3 RMD TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended August 31, 2006 2005 --------- --------- Operating Activities Net income (loss) $(268,452) $ (55,138) Adjustments to reconcile net (loss) to cash (used in)operating activities: Depreciation 1,231 1,631 Accrued interest 10,573 Accretion of principal related to convertible debenture 8,394 -- Changes in operating assets and liabilities: Change in accounts receivable (15,451) (2,011) Change in prepaid expenses 7,100 -- Change in deferred revenue (7,200) Change in accounts payable and accrued liabilities 66,239 32,467 --------- --------- Net Cash Used in Operating Activities (197,566) (23,051) --------- --------- Investing Activities Purchase of equipment -- -- --------- --------- Net Cash Used in Investing Activities -- -- --------- --------- Financing Activities Decrease in bank overdraft 3,960 (2,130) Proceeds from notes payable 158,915 25,000 Proceeds from loans from related individuals 13,367 2,565 Proceeds from stock subscriptions 24,970 -- Payments made on capital leases (3,646) (1,972) --------- --------- Net Cash Provided by Financing Activities 197,566 23,463 --------- --------- Increase (decrease) in cash -- 412 Cash at Beginning of the Period -- -- --------- --------- Cash at End of the Period $ -- $ 412 ========= ========= Interest paid $ -- $ 2,249 Taxes paid $ -- $ --
See Accompanying Notes to Financial Statements 4 RMD TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS August 31, 2006 (Unaudited) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission 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 RMD Technologies, Inc.'s (the "Company") annual financial statements for the years ended May 31, 2006 and 2005. The interim financial statements present the balance sheet, statements of operations 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 August 31, 2006 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a 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. 5 RMD TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS August 31, 2006 (Unaudited) NOTE 2 NOTE PAYABLE In August 2006, a shareholder loaned the Company $158,915 with an annual interest rate at Wall Street prime plus 1%, unsecured and maturity of September 22, 2007. NOTE 3 FUNDS RECEIVED FOR FUTURE ISSUANCE OF 1,079,400 SHARES OF COMMON STOCK During the three months ended August 31, 2006, the Company received $24,970 for future issuance of 499,400 shares of common stock ($0.05 per share). At August 31, 2006, the Company had received a total of $53,970 for future issuance of 1,079,400 shares of common stock. 6 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 August 31, 2006 compared to the Three Months Ended August 31, 2005. Results of Operations. (a) Revenues. The Company had revenues totaling $90,555 for the three months ended August 31, 2006 as compared with the previous period of $75,452, an increase of $15,103 or approximately 20%. For the three months ended August 31, 2006, cost of revenues totaled $134,441, compared to $40,343 in the prior period, an increase of $94,098 or approximately 233%. Overall, gross profit (loss) totaled $(43,886) for the three months ended August 31, 2006 compared to $35,109 in the prior period, a decrease of $(78,995). The Company's revenues and its related cost of sales primarily consisted of sales and recycling. 7 Revenue from sales of refurbished and/or working equipment collected totaled $7,702 for the three months ended August 31, 2006 as compared with the prior period of $22,288, a decrease of $(14,586) or approximately (65%). Cost of sales related to revenue from sales totaled $33,327 for the three months ended August 31, 2006 as compared with the prior period of $10,942, an increase of $22,385 or 205%. Overall, gross profit (loss) from sales of refurbished and/or working equipment collected totaled $(25,625) for the three months ended August 31, 2006 compared to $11,346, a decrease of $36,971 or approximately 326%. The overall decrease of $36,971 in gross profit during the three months ended August 31, 2006 is primarily due to an overall decrease in pounds of material collected. Participation in California's SB-20/50 program requires the equipment to be "cancelled" or destroyed versus reused, which resulted in a much lower percentage of collected materials being refurbished for reuse. The Company believes this may potentially be a trend however, we are unable to estimate the overall impact in the future. The Company is seeking other ways to increase its collections but no definitive plans or strategy have been developed. Revenue from recycling totaled $82,853 for the three months ended August 31, 2006 as compared with the prior period of $53,164, an increase of $29,689 or approximately 56%. Cost of sales related to revenue from recycling totaled $101,114 for the three months ended August 31, 2006 as compared with the prior period of $29,401, an increase of $71,713 or 244%. Overall, gross profit (loss) from recycling totaled $(18,261) as compared with the prior period of $23,763, a decrease of $(42,024) or approximately (177%). The overall decrease of gross profit which resulted in a gross (loss)for the three months ended August 31, 2006 compared to the prior period are primarily due to a focus on refining the internal processes to increase efficiency, increased marketing and sales costs. Two positions were created for sales. Previous experience shows that the sales process takes up to six to twelve months, so we should begin seeing the effect of these additions the third quarter of fiscal year 2007. Fuel costs increases were also a factor as the operations related to recycling involve Company trucks going to customer locations to pickup unwanted computer equipment. As a result, the Company's operating cost was directly impacted by rising fuel costs. (b) Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended August 31, 2006 were $212,762 as compared with $85,457 for the prior period, an increase of $127,305 or approximately 149%. The overall increase in selling, general and administrative expense compared to the prior was primarily due to an increase in professional expenses primarily related to consulting fees paid to consultants to assist with the Company's operations. (c) Interest Expense Interest expense for three months ended August 31, 2006 totaled $10,573 compared to $3,159 for the three months ended August 31, 2005, an increase of $7,414 or approximately 235%. Increase in interest expense was a result of an increase in overall Company debts. 8 (d) Net Loss. The Company's net loss totals $(268,452) for the three months ended August 31, 2006, as compared with the prior period's net loss of $(55,138), an increase net loss of $213,314 or approximately 387%. This increased loss was due to the factors discussed above. Operating Activities. The net cash used in operating activities was $197,566 for the three months ended August 31, 2006 compared to net cash used in operating activities of $23,051 for the three months ended August 31, 2005, an increase in cash used by $174,515 or approximately 757%. The change in operating activities is attributable to an increase in net loss to the Company. Financing Activities. The net cash provided by financing activities was $197,566 for the three months ended August 31, 2006 compared to net cash provided by investing activities of $23,463 for the three months ended August 31, 2005, an increase of $174,103 or approximately 742%. The change in financing activities is due to the proceeds from issuance of a note payable of $158,915 from a shareholder of the Company. Liquidity and Capital Resources. As of August 31, 2006, the Company has total current assets of $20,408 and total current liabilities of $706,397, resulting in a working capital deficit of $685,989; as of that date the Company had no cash balance. The Company has continued to raise capital through borrowings from private individuals. During the three months ended August 31, 2006, the Company received a loan totaling approximately $159,000 from a shareholder of the Company. 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 its 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: 9 - - 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 shareholders. 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 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. 10 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 August 31, 2006, La Jolla has not exercised or received any warrants related to the $150,000 advance. 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. 11 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 Previously disclosed in Form 8-K filed on September 14, 2006. 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. 12 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: October 26, 2006 By: /s/ Patrick A. Galliher -------------------------- Patrick A. Galliher, President Dated: October 26, 2006 By: /s/ Arthur De Joya -------------------------- Arthur De Joya, Chief Financial Officer 13 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). 14 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). 15 EX-31.1 2 v055466_ex31-1.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 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) 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) 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: October 26, 2006 By: /s/ Patrtick A. Galliher -------------------------- Patrick A. Galliher, President EX-31.2 3 v055466_ex31-2.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 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) 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) 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: October 26, 2006 By: /s/ Arthur De Joya ------------------- Arthur De Joya, Chief Financial Officer EX-32 4 v055466_ex32.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 for the quarter ended August 31, 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: October 26, 2006 By: /s/ Patrtick A. Galliher -------------------------- Patrick A. Galliher, President Dated: October 26, 2006 By: /s/ Arthur De Joya -------------------------- Arthur De Joya, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----