10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2008

Commission file number 0-16416

MICRO IMAGING TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

California	33-0056212
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

970 Calle Amanecer, Suite F, San Clemente, California	92673
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (949) 485-6006

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

(Title of Class)

Indicate by check mark whether the Registrant (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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No  o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes  o    No  x.

At March 17, 2008, 34,015,781 shares of the Registrant’s stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE

Micro Imaging Technology, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Balance Sheet

(Unaudited)

	January 31,			October 31,
	2008			2007
ASSETS
Current assets:
Cash	$	23,144		$	127,027
Inventories		72,406			72,406
Prepaid expenses		11,800			12,387
Total current assets		107,350			211,820
Fixed assets, net		88,315			95,212
Total assets	$	195,665		$	307,032
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Notes payable to stockholder	$	275,000		$	250,000
Trade accounts payable		175,296			90,803
Accounts payable to officers and directors		87,848			64,500
Accrued payroll		20,693			27,193
Other accrued expenses		48,670			41,088
Redeemable convertible preferred stock, $0.01 par value; 2,600,000 shares authorized, issued and outstanding at January 31, 2008.		26,000			26,000
Total current liabilities		633,507			499,584
Commitments and contingencies
Stockholders' (deficit):
Common stock, $0.01 par value; 100,000,000 shares authorized;
32,940,781 shares issued and outstanding at January 31, 2008.		329,408			322,158
Additional paid-in capital		33,249,039			33,133,341
Accumulated deficit from previous operating activities		(27,809,201	)		(27,809,201	)
Deficit accumulated during the development stage		(6,207,088	)		(5,838,850	)
Total stockholders' deficit		(437,842	)		(192,552	)
Total liabilities and stockholders' (deficit)	$	195,665		$	307,032

The accompanying notes are an integral part of the condensed consolidated financial statements. 

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Micro Imaging Technology, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended January 31,						Cumulative period from November 1, 2005 through October 31,
	2008			2007			2007
							(Unaudited)
Sales	$	-		$	-		$	40,000
Cost of Sales		-			-			18,916
Gross profit		-			-			21,084
Operating costs and expenses:
Research and development		275,787			285,751			1,844,505
Sales, general and administrative		81,518			121			1,888,155
Total operating expenses		357,305			285,872			3,732,660
Loss from operations		(357,305	)		(285,872	)		(3,711,576	)
Other income (expense):
Interest income		103			67			11,286
Interest expense		(8,295	)		(50,411	)		(2,479,549	)
Other income (expense), net		(1,141	)		1,600			(22,449	)
Other income (expense), net		(9,333	)		(48,744	)		(2,490,712	)
Loss from continuing operations:
Before provision for income tax		(366,638	)		(334,616	)		(6,202,288	)
Provision for income tax		(1,600	)		(1,600	)		(4,800	)
Net loss	$	(368,238	)	$	(336,216	)	$	(6,207,088	)
Net loss per share, basic and diluted	$	(0.01	)	$	(0.02	)
Shares used in computing net loss per share, basic and diluted		32,534,188			15,881,600

The accompanying notes are an integral part of the condensed consolidated financial statements. 

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Micro Imaging Technology, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	January 31,						Cumulative period from November 1, 2005 through January 31,
	2008			2007			2008
Cash flows from operating activities:
Net loss	$	(368,238	)	$	(336,216	)	$	(6,207,088	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		6,897			6,621			49,567
Common stock issued for services		-			-			96,000
Common stock issued to officers and directors for services		48,000			56,250			1,303,750
Common stock issued for shares of subsidiary stock		-			-			254,000
Common stock of subsidiary issued to employees and consultants		150			-			2,815
Common stock issued as a commission		-			-			3,000
Common stock issued for debt		-			-			42,223
Common stock issued to former licensee		-			-			41,319
Common stock issued/recovered on cancelled agreements		-			-			20,478
Non-cash compensation for stock options and warrants		14,798			18,595			153,708
Interest expense related to beneficial conversion feature		-			-			1,944,800
Interest paid with common stock		-			-			104,836
Interest on notes receivable for common stock		-			-			(1,373	)
(Increase) decrease in assets:
Prepaid expenses		588			-			13,792
Inventories		-			-			(72,406	)
Increase (decrease) in liabilities:
Trade accounts payable		84,492			55,012			44,600
Accounts payable to officers and directors		23,348			(14,215	)		50,977
Accrued payroll and other expenses		1,082			50,562			(80,847	)
Net cash used in operating activities		(188,883	)		(163,391	)		(2,235,850	)
Cash flows from investing activities:
Purchase of fixed assets		-			-			(131,399	)
Net cash used in investing activities		-			-			(131,399	)
Cash flows from financing activities:
Principal payments on notes payable to stockholder		-			-			(1,000,000	)
Proceeds from issuance of notes payable		-			-			30,000
Proceeds from issuance of notes payable to a related party		25,000			156,800			531,800
Proceeds from issuance of common stock, net		60,000			-			1,633,294
Net cash provided by financing activities		85,000			156,800			1,195,094
Net change in cash		(103,883	)		(6,591	)		(1,172,155	)
Cash at beginning of period		127,027			13,349			1,195,298
Cash at end of period	$	23,144		$	6,758		$	23,144
Supplemental Disclosure of Cash Flow Information
Interest paid	$	713		$	-		$	2,632
Income taxes paid	$	800		$	800		$	13,040

The accompanying notes are an integral part of the condensed consolidated financial statements. 

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Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the Notes to the Condensed Consolidated Financial Statements and the Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. The words “believe,” “expect,” “anticipate,” “intends,” “projects,” and similar expressions identify forward-looking statements. Such statements may include, but are not limited to, projections regarding demand for the Company’s products, the impact of the Company’s development and manufacturing process on its research and development costs, future research and development expenditures, and the Company’s ability to obtain new financing as well as assumptions related to the foregoing. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

1. Nature of our Business, Development Stage Company and Continuance of Operations

These unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern which contemplated the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has incurred substantial losses and there is substantial doubt that the Company will generate sufficient revenues in the foreseeable future to meet its operating cash requirements. Accordingly, the Company’s ability to continue operations depends on its success in obtaining additional capital in an amount sufficient to meet its cash needs. This raises substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.

Micro Imaging Technology, Inc. (the “Company”), a California corporation, is a holding company whose operations are conducted through its Nevada subsidiary, Micro Imaging Technology (“MIT”). As of January 31, 2008, the Company owns 80.7% of the issued and outstanding stock of MIT.

The losses incurred to date which are applicable to the minority stockholders of the Company’s consolidated subsidiary, MIT, exceed the value of the equity held by the minority stockholders. Such losses have been allocated to the Company as the majority stockholder and are included in the net loss and accumulated deficit in the condensed consolidated financial statements for the three months ended January 31, 2008. Any future profits reported by our subsidiary will be allocated to the Company until the minority’s share of losses previously absorbed by the Company have been recovered.

In 1997, the Company began marketing a small, point-of-use water treatment product aimed at the high purity segment of commercial and industrial water treatment markets. In February 2000, the Company formed Electropure EDI, Inc. (EDI), a wholly-owned Nevada subsidiary, through which all manufacturing and sales of its proprietary water treatment products were then conducted. In October 2005, the Company sold the assets of the EDI subsidiary and discontinued operations.

The Company acquired, in October 1997, an exclusive license to patent and intellectual property rights involving laser light scattering techniques to be utilized in the detection and monitoring of toxicants in drinking water. In February 2000, the Company formed Micro Imaging Technology (MIT), a wholly-owned Nevada subsidiary, to conduct research and development based upon advancements developed and patented from the licensed technology. The technology being developed is a non-biologically based system utilizing both proprietary hardware and software to rapidly (near real time) determine the specific specie of an unknown microbe present in a fluid with a high degree of statistical probability (“MIT system”). It will analyze a sample presented to it and compare its characteristics to a library of known microbe characteristics on file. At present, it is the Company’s only operation.

Effective with the sale of its EDI operation in October 2005, the Company’s planned principal operation, the further development and marketing of its remaining technology, has not produced any significant revenue and, as such, the Company, beginning with the fiscal year starting November 1, 2005, is considered a development stage enterprise.

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2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting solely of normal recurring adjustments which management believes are necessary for a fair presentation of the Company’s financial position at January 31, 2008 and results of operations for the periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying condensed consolidated financial statements should be read in conjunction with our audited financial statements and footnotes as of and for the year ended October 31, 2007, included in our Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on February 13, 2008.

3. Related Party Transactions

Loans

On January 17, 2008, a Director and the Company’s Chief Executive Officer, Michael W. Brennan, loaned the Company $25,000 for operations. During February and March 2008, Mr. Brennan made three additional loans to the Company totaling $50,000. The terms and conditions of the loans have not yet been negotiated with Mr. Brennan, however, the Company is accruing interest on the loans at the rate of 8% per annum.

On or about February 5, 2008, the Chairman of the Company’s Board of Directors, Victor A. Hollander, also loaned the Company the sum of $10,000 for operations. The Company is in the process of negotiating the terms of the loan.

Deferred Fees and Expenses

Due to lack of working capital, certain officers and directors of the Company have deferred payment of salaries and fees and reimbursement of expenses due as of January 31, 2008:

The Company has accrued a total of $16,848 in fees and expenses due Michael W. Brennan for services rendered between October 2007 and January 31, 2008.

As a member of the Board of Directors, Mr. Ralph W. Emerson receives an annual fee of $18,000 as Chairman of the Company’s Scientific Advisory Committee. The Company has accrued a total of $29,500 as of January 31, 2008 in the fees due Mr. Emerson. Mr. Emerson also receives a stipend for attendance of each meeting of the Board of Directors and, as of January 31, 2008, the Company has accrued $2,500 in such fees.

Mr. Victor A. Hollander is Chairman of the Board of Directors and receives an annual fee of $24,000 as Chairman of the Company’s Audit Committee. He also receives a stipend for attendance of each Board meeting. As of January 31, 2008, the Company had accrued a total of $36,000 and $5,500 in fees due for his chairmanship and meetings attendance, respectively.

4. Summary of Significant Accounting Policies

The accounting policies followed are as set forth in Note 1 of the Notes to Financial Statements in the Company’s 2007 Annual Report on Form 10-KSB. The Company has not experienced any material change in its critical accounting policies since November 1, 2007. The Company’s discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments regarding uncertainties that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, the Company evaluates its estimates, which are based upon historical experience and on other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company considers the following accounting policies to be most critical in their potential effect on its financial position or results of operations.

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Stock Based Compensation

Effective April 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) 123R, Share-Based Payment, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123R, share-based compensation costs is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company elected to adopt the modified prospective transition method as provided by SFAS 123R and, accordingly, financial statement amounts for the prior period presented in the Form 10-Q have not been restated to reflect the fair value method of expensing share-based compensation.

The Company recognized share-based compensation expense of $14,798 on options and warrants granted in prior periods that vested during the three months ended January 31, 2008.

In May 1999, the Company adopted the Micro Imaging Technology, Inc. 1999 stock option plan (the “plan”), for officers, directors, employees, consultants, and advisors of the Company. The plan provides two types of options: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. The plan authorizes the granting of options up to 1,000,000 shares of common stock. The exercise price per share on options granted may not be less than the fair market value per share of the Company’s common stock at the date of grant. The exercise price per share of Incentive stock options granted to anyone who owns more than 10% of the voting power of all classes of the Company’s common stock must be a minimum of 110% of the fair market value per share at the date of grant. The options exercise price may be paid in cash or its equivalent including cashless exercises as determined and approved by the plan administrator. The term of each Incentive stock option granted is fixed by the plan administrator and shall not exceed 10 years, except that for those who own 10% of the voting power of the Company the term of the option may be no more than 5 years. Non-qualified stock options may not be granted for more than ten years. The vesting periods for both Incentive stock options and Non-qualified stock options are determined by the administrator at or after the date of grant.

In September 2007, the Company’s subsidiary adopted the Micro Imaging Technology 2007 Stock Option Plan authorizing the granting of options up to 3,000,000 shares of common stock. This plan is otherwise identical to the above 1999 plan of its parent company in eligibility requirements, types of options and other terms and conditions. There have been no options granted under this plan to date.

The Company adopted the Micro Imaging Technology 2008 Employee Benefit Plan (the “Benefit Plan”) effective December 3, 2007. Under the Benefit Plan, the Company can grant up to 3 million shares of common stock or options to purchase common stock to eligible employees, directors, officers, consultants or advisors. Eligibility and terms of each grant is determined by the Board of Directors. During the fiscal year ended October 31, 2007, a total of 2 million shares were issued under the Benefit Plan. However, as of January 31, 2008, there have been no options awarded under the Benefit Plan.

Additional options have been granted outside of the above plans to employees and directors employees of the Company. Unless otherwise noted, options vest on an annual pro rata basis over various periods of time and are exercisable, upon proper notice, in whole or in part at any time upon vesting. Generally, unvested options terminate when an employee leaves the Company. The options granted have contractual lives ranging from 3 to 10 years. A summary of the activity in options granted to employees and directors of the Company as of the beginning and end of the three months ended January 31, 2008 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at October 31, 2007		1,435,000		0.25		4.3	$	100,000
Granted		—		—
Exercised		—		—
Expired		—		—
Canceled		—		—
Outstanding at January 31, 2008		1,435,000	$	0.25		4.1	$	57,250

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The Company’s MIT subsidiary granted 585,000 options to various employees of the Company during the year ended October 31, 2003, 75,000 of which have expired to date. The weighted average fair value of the remaining MIT options, which expire in July 2008, is $0.10.

Summary information about the Company’s options outstanding at January 31, 2008 is set forth in the table below. Options outstanding at January 31, 2008 expire between June 2008 and January 2016.

Range of Exercise Prices	Options Outstanding January 31, 2008		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Options Exercisable January 31, 2008		Weighted Average Exercise Price
MICRO IMAGING TECHNOLOGY, INC:
$ 0.28 - $0.30		1,375,000		4.1	$	0.23		1,235,000	$	0.23
$ 0.78		50,000		2.5	$	0.78		50,000	$	0.78
$ 0.94		10,000		1.5	$	0.94		10,000	$	0.94
		1,435,000						1,295,000
MIT (SUBSIDIARY):
$ 0.10		510,000		0.5	$	0.10		510,000	$	0.10
TOTAL:		1,945,000						1,805,000

Total estimated unrecognized compensation from unvested stock options as of January 31, 2008 was approximately $18,200, which is expected to be recognized over a weighted average period of approximately 3.3 years.

5. Notes Payable

On September 5, 2007, Anthony M. Frank, our largest stockholder, loaned the Company the sum of $250,000 The loan bears interest at 12% per annum and matures on March 5, 2008. The Company intends to seek an extension from Mr. Frank for repayment of the loan.

On January 17, 2008, the Company borrowed $25,000 from its Chief Executive Officer, Michael W. Brennan. The terms of the loan are currently being negotiated, however, the Company is accruing interest on the loan at the rate of 8% per annum.

See also Note 3 - “Related Party Transactions.”

6. Employee Retirement Plan

Commencing on January 1, 2005, the Company sponsored a Simple IRA retirement plan which covers substantially all qualified full-time employees. Participation in the plan is voluntary and employer contributions are determined on an annual basis. Currently employer contributions are being made at the rate of 3% of the employees’ base annual wages. The Company’s contribution to the IRA plan for the three months ended January 31, 2008 and 2007 was $1,749 and $2,142, respectively.

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7. Securities Transactions

Private Placement Transaction

On December 18, 2007, the Company sold 500,000 shares of common stock at $0.12 per share to an unaffiliated accredited investor for net proceeds of $60,000.

Common Stock issued to Employees and Certain Consultants

During the three months ended January 31, 2008, pursuant to his compensation arrangement, the Company issued 150,000 shares of common stock to its Chief Executive Officer, Michael W. Brennan, at prices ranging from $0.14 to $0.25 per share. The aggregate fair market value of the shares was determined to be $32,000. Mr. Brennan also received 100,000 shares of the common stock of the Company’s Nevada subsidiary during the three months ended January 31, 2008. The shares were issued at $0.001 par value, for a total fair market value of $100.

The Company issued 75,000 shares of common stock to George Farquhar, its Chief Operating Officer, during the three months ended January 31, 2008 in accordance with his compensation arrangement with the Company. The shares were issued at prices ranging from $0.14 to $0.25 per share, with an aggregate fair market value of $16,000. The Company also issued Mr. Farquhar 50,000 shares of the common stock of its Nevada subsidiary for a total expense of $50 during the three months ended January 31, 2008.

8. Subsequent Events

In accordance with their consulting arrangements, on February 29, 2008, the Company issued 50,000 and 25,000 shares of common stock, respectively, to our Chief Executive Officer, Michael Brennan, and our Chief Operating Officer, George Farquhar.

On March 17, 2008, the Board of Directors authorized an issuance of 500,000 shares of common stock each to Michael Brennan, Chief Executive Officer, and Victor Hollander, Director, for services rendered. The fair market value of the shares was $0.27 per share.

Item 2. Management’s Discussion and Analysis of Financial Condition and Plan of Operation.

Certain of the statements contained herein, other than statements of historical fact, are forward-looking statements. Such forward-looking statements are based on current management expectations that involve substantial risks and uncertainties, which could cause actual results to differ materially from the results we expect. Potential risks and uncertainties that could affect our future operating results include, without limitation, economic, competitive and legislative developments.

Results of Operations

References to fiscal 2008 and fiscal 2007 are for the three months ended January 31, 2008 and 2007, respectively.

Research and development expenses for the three months ended January 31, 2008 increased by $63,478 compared to the prior year. These expenses arise from the program which we initiated in December 1997 to develop the micro imaging technology for detecting and identifying contaminants in fluids. The increase was primarily due to reallocating most operating expenses, particularly legal and accounting costs, rent and travel expense to research and development operations during fiscal 2007. The increase also reflects additional expenditures for consultants and new employees.

Sales, general and administrative expenses increased by $6,863 for the fiscal year ended January 31, 2008 compared to the prior year period. The increase primarily reflects the expense incurred for options granted in a prior year that vested in the current period.

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Interest income is generated from short-term investments and increased by $103 in fiscal 2008,reflecting the Company’s effort to maximize its investment capital. Interest expense for the three months ended January 31, 2008 decreased by $42,116 compared to the prior period. The decreases reflect the effect of having converted over $2 million in interest-bearing loans into common stock during the first six months of fiscal 2007.

Components of other expense, other than interest, increased by $2,741 for the three months ended January 31, 2008, compared to the prior year period. The increase mainly reflects the cost of taxes on business property.

We recorded the minimum state income tax provision in fiscal 2008 and 2007 as we had cumulative net operating losses in all tax jurisdictions.

Liquidity and Capital Resources

At January 31, 2008, we had a working capital deficit of $525,068, representing a $237,304 decrease in working capital compared to that reported at October 31, 2007. The primary reason for the increase results from a reduction in available cash for working capital and payment of operating expenses, causing an increase in accruals on accounts payable and other liabilities.

Our primary source of income during the three months ended January 31, 2008 has been from the sale of equity and a loan by our Chief Executive Officer, Michael W. Brennan. In January 2008, we borrowed $25,000 from Mr. Brennan and in December 2007, we sold 500,000 shares of common stock in a private placement transaction for net proceeds of $60,000.

Plan of Operation

Our independent registered public accounting firm has included an explanatory paragraph in his report on the financial statements for the year ended October 31, 2007 included in our Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on February 13, 2008 which raises substantial doubt about our ability to continue as a going concern.

We intend to seek commercial, technical and scientific partners that can aid in advancing the MIT expertise, provide external endorsements of the technology and accelerate introduction to the market. This strategy will be dependent upon our ability to identify and attract the right customers and partners over the next six month period and to secure sufficient additional working capital in a timely manner. To that end we are in the process of preparing and promoting a $3 million private placement offering of the Company’s securities and are negotiating with an investment banking firm to assist in the placement of securities. We have engaged the services of a consultant to provide investment banking and financial public relations services to expand and further this strategy. Moreover, we are in the process of introducing the MIT System to market and believe that we will be able to generate a minimum of $320,000 in gross revenues from the sale of products during the remainder of fiscal 2008. In the opinion of management, available funds and funds anticipated from forthcoming equity purchases and product sales are expected to satisfy our working capital requirements through November 2008.

We will be required to raise substantial amounts of new financing in the form of additional equity investments, loan financings, or from strategic partnerships, to carry out our business objectives. There can be no assurance that we will be able to obtain additional financing on terms that are acceptable to us and at the time required by us, or at all. Further, any financing may cause dilution of the interests of our current stockholders. If we are unable to obtain additional equity or loan financing, our financial condition and results of operations will be materially adversely affected. Moreover, estimates of our cash requirements to carry out our current business objectives are based upon various assumptions, including assumptions as to our revenues, net income or loss and other factors, and there can be no assurance that these assumptions will prove to be accurate or that unbudgeted costs will not be incurred. Future events, including the problems, delays, expenses and difficulties frequently encountered by similarly situated companies, as well as changes in economic, regulatory or competitive conditions, may lead to cost increases that could have a material adverse effect on us and our plans. If we are not successful in obtaining financing for future developments, whether in the form of loans, licenses or equity transactions, it is unlikely that we will have sufficient cash to continue to conduct operations, particularly research and development programs, as currently planned. We believe that in order to raise needed capital, we may be required to issue debt at significantly higher interest rates or equity securities that are significantly lower than the current market price of our common stock.

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No assurances can be given that currently available funds will satisfy our working capital needs for the period estimated, or that we can obtain additional working capital through the sale of common stock or other securities, the issuance of indebtedness or otherwise or on terms acceptable to us. Further, no assurances can be given that any such equity financing will not result in a further substantial dilution to the existing stockholders or will be on terms satisfactory to us.

Item 3. Controls and Procedures

The Company’s management has carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, (1) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In addition, based on that evaluation, there has been no change in the Company’s internal control over financial reporting that occurred during the Company’s last 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.Omitted as not applicable.

Item 2. Changes in Securities

Between November 1, 2007 and January 31, 2008, the Company issued a total of 225,000 shares of common stock to the Chief Executive Officer and the Chief Operating Officer pursuant to their respective compensation arrangements. The fair market value of the stock ranged from $0.14 to $0.25 per share, for an aggregate compensation expense of $48,000 as of the three months ended January 31, 2008.

Between November and December 2007, a total of 100,000 and 50,000 shares of the common stock of the Company’s Nevada subsidiary, MIT, were issued to the Company’s Chief Executive Officer and Chief Operating Officer, respectively.

During December 2007, the Company issued 500,000 shares of common stock at $0.12 per share in a private placement transaction for net proceeds of $60,000.

Items 3 through 5.Omitted as not applicable.

Item 6. Exhibits and Reports on Form 8-K

(a)Exhibits:

31.1	Certification of Chief Executive Officer *
31.2	Certification of Chief Financial Officer *
32.1	906 Certification of Chief Executive Officer *
32.2	906 Certification of Chief Financial Officer *

* Filed herewith

(b)Reports on Form 8-K.

None.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  March 17, 2008
	MICRO IMAGING TECHNOLOGY, INC.
	By	/S/ CATHERINE PATTERSON
		Catherine Patterson
		(Secretary and Chief Financial Officer with responsibility to sign on behalf of Registrant as a duly authorized officer and principal financial officer)

12

EX-31.1

 EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael W. Brennan, Chief Executive Officer of Micro Imaging Technology, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the three months ended January 31, 2008, of Micro Imaging Technology, 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 registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer(s) 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)) for the Registrant 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 Registrant, including its consolidated Subsidiary, 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 Registrant’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 change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’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 Registrant’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 Registrant’s internal control over financial reporting.

Dated:  March 17, 2008
	/S/ MICHAEL W. BRENNAN
	Michael W. Brennan
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Catherine Patterson, Chief Financial Officer of Micro Imaging Technology, Inc., certify that:

1.I have reviewed this quarterly report on Form 10-Q for the three months ended January 31, 2008, of Micro Imaging Technology, 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 registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer(s) 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)) for the Registrant 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 Registrant, including its consolidated Subsidiary, 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 Registrant’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 change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’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 Registrant’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 Registrant’s internal control over financial reporting.

Dated:  March 17, 2008
	/S/ CATHERINE PATTERSON
	Catherine Patterson
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICERS

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report of Micro Imaging Technology, Inc. (formerly, Electropure, Inc.) (the “Company”) on Form 10-Q for the three months ended January 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael W. Brennan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my 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 consolidated financial condition and results of operations of the Company.

/S/ MICHAEL W. BRENNAN

Michael W. Brennan

President and Chief Executive Officer

March 17, 2008

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICERS

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report of Micro Imaging Technology, Inc. (formerly, Electropure, Inc.) (the “Company”) on Form 10-Q for the three months ended January 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Catherine Patterson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(3) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/S/ CATHERINE PATTERSON

Catherine Patterson

Secretary and Chief Financial Officer

March 17, 2008