-----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, RyrYYr+kY5CiMuAcC+SUU+ELL4C00acb+RQ0O1TI1uzAPMf+iHr3wzbJZnIW0n/D WHui6OVkQUywlAIAITY99Q== 0001144204-08-035188.txt : 20080616 0001144204-08-035188.hdr.sgml : 20080616 20080616060617 ACCESSION NUMBER: 0001144204-08-035188 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080430 FILED AS OF DATE: 20080616 DATE AS OF CHANGE: 20080616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICRO IMAGING TECHNOLOGY, INC. CENTRAL INDEX KEY: 0000808015 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 330056212 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16416 FILM NUMBER: 08899365 BUSINESS ADDRESS: STREET 1: 23456 S POINTE DR CITY: LAGUNA HILLS STATE: CA ZIP: 92653-1512 BUSINESS PHONE: 9497709347 MAIL ADDRESS: STREET 1: 23456 S POINTE DR STREET 2: SUITE A CITY: LAGUNA HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: ELECTROPURE INC DATE OF NAME CHANGE: 19960829 FORMER COMPANY: FORMER CONFORMED NAME: HOH WATER TECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 10-Q 1 v117416_10q.htm Unassociated Document
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
 
Commission file number 0-16416
ended April 30, 2008
 
 
 
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  ý    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  ý.
 
At June 10, 2008, 37,725,253 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)

   
April 30,
 
 October 31,
 
   
2008
 
 2007
 
 ASSETS
Current assets:
          
Cash
 
$
166,968
 
$
127,027
 
Inventories
   
72,406
   
72,406
 
Prepaid expenses
   
11,799
   
12,387
 
Total current assets
   
251,173
   
211,820
 
Fixed assets, net
   
81,568
   
95,212
 
               
Unamortized prepaid costs and fees related
             
to issuance of convertible debentures
   
406,793
   
-
 
               
Total assets
 
$
739,534
 
$
307,032
 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
 
Current liabilities:
             
Notes payable to stockholder
 
$
345,000
 
$
250,000
 
Trade accounts payable
   
178,475
   
90,803
 
Accounts payable to officers and directors
   
116,491
   
64,500
 
Accrued payroll
   
26,012
   
27,193
 
Other accrued expenses
   
58,102
   
41,088
 
Total current liabilities
   
724,080
   
473,584
 
               
Long term liabilities:
             
Convertible debentures
   
305,000
   
-
 
Redeemable convertible preferred stock, $0.01 par value; 2,600,000
             
 shares authorized, issued and outstanding at April 30, 2008.
   
26,000
   
26,000
 
Total long term liabilities
   
331,000
   
26,000
 
               
Total liabilities
   
1,055,080
   
499,584
 
               
Commitments and contingencies
             
               
Stockholders' (deficit):
             
Common stock, $0.01 par value; 100,000,000 shares authorized;
             
 35,465,781 shares issued and outstanding at April 30, 2008.
   
354,658
   
322,158
 
Additional paid-in capital
   
33,974,955
   
33,133,341
 
Accumulated deficit from previous operating activities
   
(27,809,201
)
 
(27,809,201
)
Deficit accumulated during the development stage
   
(6,835,958
)
 
(5,838,850
)
Total stockholders' deficit
   
(315,546
)
 
(192,552
)
Total liabilities and stockholders' (deficit)
 
$
739,534
 
$
307,032
 
 

The accompanying notes are an integral part of the condensed consolidated financial statements.  
 
2

 
Micro Imaging Technology, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Unaudited)

 
           
Cumulative period
 
           
from 
 
           
November 1, 2005
 
   
Three months ended 
 
Six months ended 
 
through
 
   
April 30, 
 
April 30, 
 
April 30,
 
   
2008
 
 2007
 
 2008
 
 2007
 
 (Unaudited)
 
                       
Sales
 
$
-
 
$
40,000
 
$
-
 
$
40,000
 
$
40,000
 
Cost of Sales
   
-
   
15,810
   
-
   
15,810
   
18,916
 
                                 
Gross profit
   
-
   
24,190
   
-
   
24,190
   
21,084
 
                                 
Operating costs and expenses:
                               
Research and development
   
388,607
   
219,257
   
664,394
   
505,008
   
2,233,112
 
Sales, general and administrative
   
223,660
   
73,529
   
305,178
   
73,650
   
2,111,815
 
                                 
Total operating expenses
   
612,267
   
292,786
   
969,572
   
578,658
   
4,344,927
 
                                 
Loss from operations
   
(612,267
)
 
(268,596
)
 
(969,572
)
 
(554,468
)
 
(4,323,843
)
                                 
Other income (expense):
                               
Interest income
   
17
   
1,913
   
120
   
1,980
   
11,303
 
Interest expense
   
(14,362
)
 
(52,622
)
 
(22,657
)
 
(103,033
)
 
(2,493,911
)
Other income (expense), net
   
(2,258
)
 
(20,478
)
 
(3,399
)
 
(18,878
)
 
(24,707
)
Other income (expense), net
   
(16,603
)
 
(71,187
)
 
(25,936
)
 
(119,931
)
 
(2,507,315
)
                                 
Loss from continuing operations:
                               
Before provision for income tax
   
(628,870
)
 
(339,783
)
 
(995,508
)
 
(674,399
)
 
(6,831,158
)
Provision for income tax
   
-
   
-
   
(1,600
)
 
(1,600
)
 
(4,800
)
                                 
Net loss
 
$
(628,870
)
$
(339,783
)
$
(997,108
)
$
(675,999
)
$
(6,835,958
)
                                 
Net loss per share, basic and diluted
 
$
(0.01
)
$
(0.02
)
$
(0.03
)
$
(0.03
)
     
                                 
Shares used in computing net loss per
                               
share, basic and diluted
   
33,837,725
   
25,407,860
   
33,182,356
   
25,122,482
       
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

3


Micro Imaging Technology, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
(Unaudited)

       
Cumulative period
 
       
from
 
   
 Six months ended
 
November 1, 2005
 
   
April 30,
 
through
 
 
 
2008
 
2007
 
April 30, 2008
 
Cash flows from operating activities:
             
Net loss
 
$
(997,108
)
$
(675,999
)
$
(6,835,958
)
Adjustments to reconcile net loss to net cash used in
                   
 operating activities:
                   
 Depreciation
   
13,644
   
13,026
   
56,314
 
 Amortization of costs and fees related to convertible debentures
   
4,774
   
-
   
4,774
 
 Common stock issued for services
   
-
   
-
   
96,000
 
 Common stock issued to officers and directors for services
   
385,500
   
127,500
   
1,641,250
 
 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
   
12,000
   
-
   
54,223
 
 Common stock issued to former licensee
         
41,319
   
41,319
 
 Common stock issued/recovered on cancelled agreements
   
-
   
20,478
   
20,478
 
 Non-cash compensation for stock options and warrants
   
14,798
   
29,935
   
153,708
 
 Interest expense related to beneficial conversion feature
   
-
   
-
   
1,944,800
 
 Interest paid with common stock
   
-
   
61,615
   
104,836
 
 Interest on notes receivable for common stock
   
-
   
-
   
(1,373
)
                     
(Increase) decrease in assets:
                   
 Trade accounts receivable
   
-
   
(20,000
)
 
-
 
 Prepaid expenses
   
588
   
-
   
13,792
 
 Inventories
   
-
   
-
   
(72,406
)
Increase (decrease) in liabilities:
                   
 Trade accounts payable
   
87,672
   
(11,369
)
 
47,780
 
 Accounts payable to officers and directors
   
51,991
   
(229
)
 
79,620
 
 Accrued payroll and other expenses
   
15,832
   
(4,046
)
 
(66,097
)
Net cash used in operating activities
   
(410,159
)
 
(417,770
)
 
(2,457,125
 
                     
Cash flows from investing activities:
                   
 Purchase of fixed assets
   
-
   
-
   
(131,399
)
Net cash used in investing activities
   
-
   
-
   
(131,399
)
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
4

 
Micro Imaging Technology, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
 
       
Cumulative period
 
       
from
 
   
Six months ended 
 
November 1, 2005
 
   
April 30, 
 
through
 
   
2008
 
 2007
 
 April 30, 2008
 
Cash flows from financing activities:
               
Principal payments on notes payable to stockholder
   
(35,000
)
 
(1,000,000
)
 
(1,035,000
)
Proceeds from issuance of convertible debentures
   
305,000
   
-
   
335,000
 
Costs and fees related to issuance of convertible debentures
   
(69,900
)
 
-
   
(69,900
)
Proceeds from issuance of notes payable to a related party
   
130,000
   
156,800
   
636,800
 
Proceeds from issuance of common stock, net
   
120,000
   
1,573,294
   
1,693,294
 
Net cash provided by financing activities
   
450,100
   
730,094
   
1,560,194
 
                     
Net change in cash
   
39,941
   
312,324
   
(1,028,330
)
                     
Cash at beginning of period
   
127,027
   
13,349
   
1,195,298
 
                     
Cash at end of period
 
$
166,968
 
$
325,673
 
$
166,968
 
                     
Supplemental Disclosure of Cash Flow Information
 
Interest paid
 
$
868
 
$
100
 
$
2,787
 
Income taxes paid
 
$
1,600
 
$
800
 
$
13,840
 
                     
Supplemental Schedule of Non-Cash Investing and Financing Activities
 
Common stock issued as commission for convertible debentures
 
$
240,000
 
$
-
       
Beneficial conversion feature of convertible debentures
 
$
101,667
 
$
-
       


The accompanying notes are an integral part of the condensed consolidated financial statements.
 
5

 
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 April 30, 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 six months ended April 30, 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.
 
6

 
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 April 30, 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

Between January 17 and March 10, 2008, a Director and the Company’s Chief Executive Officer, Michael W. Brennan, loaned the Company a total of $100,000 for operations. The loans bear interest at 8% per annum and are due upon demand. The Company repaid $35,000 of the principal loans during April 2008.

Between February 5 and March 21, 2008, Board member, Victor A. Hollander, also loaned the Company the total sum of $20,000 for operations. These loans, which bear 8% annual interest, were converted into common stock on May 1, 2008. See Note 8 - “Subsequent Events.”

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 April 30, 2008:

The Company has accrued a total of $31,848 in fees and expenses due Michael W. Brennan for services rendered between October 2007 and April 30, 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 $31,500 as of April 30, 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 April 30, 2008, the Company has accrued $2,500 in such fees. On May 1, 2008, Mr. Emerson converted the aggregate $34,000 in accrued fees to common stock. See Note 8 - “Subsequent Events.”

Mr. Victor A. Hollander is a member 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 April 30, 2008, the Company had accrued a total of $42,000 and $6,500 in fees due for his chairmanship and meetings attendance, respectively. Mr. Hollander also converted these accrued fees into common stock on May 1, 2008. See Note 8 - “Subsequent Events.”
 
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.
 
7

 
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 six months ended April 30, 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.

In March 2008, the Company issued 500,000 shares under the Benefit Plan each to Michael Brennan and Victor Hollander for services rendered under the Micro Imaging Technology 2008 Employee Benefit Plan (the “Benefit Plan”). No further shares are available under the Benefit Plan.
 
8


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 six months ended April 30, 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
   
75,000
   
0.17
             
Outstanding at April 30, 2008
   
1,360,000
 
$
0.26
   
3.9
 
$
51,500
 
 
The Company’s MIT subsidiary granted 585,000 options to various employees of the Company during the year ended October 31, 2003, 85,000 of which have been cancelled or 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 April 30, 2008 is set forth in the table below. Options outstanding at April 30, 2008 expire between June 2008 and January 2016.
 
Range of
Exercise
Prices
 
Options
Outstanding
April 30,
2008
 
Weighted
Average
Remaining
Contractual
Life
 
Weighted
Average
Exercise
Price
 
Options
Exercisable
April 30,
2008
 
Weighted
Average
Exercise
Price
 
 
 
 
         
 
 
 
 
MICRO IMAGING TECHNOLOGY, INC:
                         
$ 0.14 - $0.30
   
1,300,000
   
4.0
 
$
0.23
   
1,200,000
 
$
0.23
 
$ 0.78
   
50,000
   
2.3
 
$
0.78
   
50,000
 
$
0.78
 
$ 0.94
   
10,000
   
1.3
 
$
0.94
   
10,000
 
$
0.94
 
 
   
1,360,000
               
1,260,000
     
MIT (SUBSIDIARY):
                         
$ 0.10
   
500,000
   
0.3
 
$
0.10
   
500,000
 
$
0.10
 
TOTAL:
   
1,860,000
             
1,860,000
     
 
Total estimated unrecognized compensation from unvested stock options as of April 30, 2008 was approximately $13,000, which is expected to be recognized over a weighted average period of approximately 2.7 years.

New Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement 133,” which enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS 133, “Accounting for Derivative Instruments and Hedging Activities;” and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Specifically, SFAS 161 requires:

·
Disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;
·
Disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;
·
Disclosure of information about credit-risk-related contingent features; and
·
Cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.
 
9

 
SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008, but earlier application is encouraged. Management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In May 2008, the Financial Accounting Standards Board issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. The sources of accounting principles that are generally accepted are categorized in descending order as follows:

a)
FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certificate Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.
b)
FASB Technical Bulletings and, if cleared by the FASB, AICPA Industry Audit and Accounting Buides and Statements of Position.
c)
AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).
d)
Implementation guides (Q&As) published by the FASB Staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

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. The loan originally matured on March 5, 2008, but was extended by Mr. Frank to March 5, 2009.

Between January 17 and March 10, 2008, the Company borrowed a total of $100,000 from its Chief Executive Officer, Michael W. Brennan. The loans are due upon demand and accrue interest at the rate of 8% per annum. The Company repaid $35,000 of the principal loans in April 2008.

The Company also borrowed a total of $20,000 from Board member Victor Hollander between February 5 and March 21, 2008. The loans bear interest at 8% per annum and are also due upon demand.

On March 27, 2008, the Company entered into a Securities Purchase Agreement with Divine Capital Markets which is acting as a Placement Agent seeking buyers for a minimum amount of $250,000 and a maximum aggregate amount of $800,000 of secured convertible debentures from the Company. On April 17, 2008 and April 23, 2008, the Company sold $265,000 and $40,000 in such debentures through the Agreement. The debentures bear 6% annual interest and mature on the third anniversary of the final closing date on which the final debentures are sold as determined by the Placement Agent. The debentures are secured by the Company’s intellectual property and are convertible at any time at the option of the holder into the Company’s common stock at a fair market value of 75% of the lowest closing bid price per share for the 20 trading days immediately preceding conversion. The debentures are also redeemable by the Company: 1) if before six months at 120% of the principal value, plus interest; or 2) if after six months, at 131% of principal, plus interest. The Company paid a total of $69,900 in cash fees and commissions relating to these debentures and issued 600,000 shares of common stock as a commission to the Placement Agent valued at $240,000, or $0.40 per share. The intrinsic value of the beneficial conversion feature was determined to be $101,666 and is being amortized over the three-year life of the loans. We also incurred fees and expenses to obtain the loans in the amount of $309,900, which is also being expensed over the life of the loans. Such fees and expenses include the fair value of the 600,000 shares of common stock issued to the Placement Agent as a commission.

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 six months ended April 30, 2008 and 2007 was $3,216 and $4,134, respectively.
 
10


7.
Securities Transactions
 
Common Stock Issued in Private Placement Transactions

On December 18, 2007 and April 17, 2008, the Company sold 500,000 shares of common stock at $0.12 per share to an unaffiliated accredited investor for net proceeds of $120,000.

Common Stock issued to Officers, Directors and Certain Consultants
 
During the six months ended April 30, 2008, pursuant to his compensation arrangement, the Company issued 300,000 shares of common stock to its Chief Executive Officer, Michael W. Brennan, at prices ranging from $0.14 to $0.35 per share. The aggregate fair market value of the shares was determined to be $77,000. Mr. Brennan also received 100,000 shares of the common stock of the Company’s Nevada subsidiary during the six months ended April 30, 2008. The shares were issued at $0.001 par value, for a total fair market value of $100.
 
The Company issued 150,000 shares of common stock to George Farquhar, its Chief Operating Officer, during the six months ended April 30, 2008 in accordance with his compensation arrangement with the Company. The shares were issued at prices ranging from $0.14 to $0.35 per share, with an aggregate fair market value of $38,500. 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 six months ended April 30, 2008.

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 total fair market value of the shares was $270,000, or $0.27 per share.
 
Common Stock Issued as Commission

In April 2008, pursuant to a Securities Purchase Agreement, the Company issued 600,000 shares of common stock to the Placement Agent which assisted in selling $305,000 in convertible debentures for the Company in April. The fair market value of the shares was $240,000, or $0.40 per share.

Common Stock Issued upon Exercise of Warrants

The company issued 200,000 shares of common stock on April 22, 2008 upon the exercise of warrants at $0.06 per share. The $12,000 purchase price for the warrants, which were issued in 2006 to the Company’s legal counsel, was paid by crediting the Company in that amount for outstanding fees for services rendered.

8.
Subsequent Events
 
In accordance with their consulting arrangements, on June 10, 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 May 1, 2008, the Board of Directors authorized the formation of the 2008 Employee Incentive Stock Program and authorized the issuance of a total of 584,472 shares of common stock under the Plan to various individuals, including officers and directors, in exchange for cancellation of loans and interest as well as fees and expenses due them from the Company. The FMV of the stock on the grant date was $0.30 per share in cancellation of $175,341 in accrued debt.
 
On June 9, 2008, the Board of Directors authorized the issuance of 1,500,000 shares of common stock in equal amounts of 500,000 shares to two consultants pursuant to their consulting agreements and to the general manager of our MIT operation as a bonus. The fair market value of the shares on the grant date was $0.28 per share.
 
Between May 28 and June 10, 2008, the Company sold an additional $65,000 in convertible debentures and received proceeds of $53,300, net of commissions due.
 
11

 

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 six months ended April 30, 2008 and 2007, respectively.
 
The Company had no sales revenue during the six months ended April 20, 2008.

Research and development expenses for the three and six month periods ended April 30, 2008 increased by $169,350 and $159,386, respective, 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 an increase in consulting expense and common stock issued in exchange for consulting services. The increase also reflects additional salaries for new employees and related costs.
 
Sales, general and administrative expenses increased by $150,131 and $231,528 for the three and six months ended April 30, 2008, respectively, compared to the prior year periods. The increase reflects the cost incurred for consulting expenses and the cost of issuing stock to consultants.
 
Interest income is generated from short-term investments and decreased by $1,896 and $1,860 for the three and six months ended April 30, 2008, respectively, as investment capital was utilized to sustain operations. Interest expense for the three and six months ended April 30, 2008 decreased by $38,260 and $80,376 compared to the prior period. The decrease reflect the effect of having converted over $2 million in interest-bearing loans into common stock during the second quarter of fiscal 2007.
 
Components of other expense, other than interest, decreased by $18,220 and $15,479 for the three and six months ended April 30, 2008, compared to the prior year period as a result of conversion of interest-bearing loans during the second quarter of fiscal 2007.
 
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 April 30, 2008, we had a working capital deficit of $472,907, representing a $211,143 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 cash during the six months ended April 30, 2008 has been from the sale of equity and convertible debentures and loans by our Chief Executive Officer, Michael W. Brennan, and Board member, Victor Hollander. Between January and March 2008, we borrowed $110,000 from Mr. Brennan and $20,000 from Mr. Hollander. Between December 2007 and April 2008, we sold 1,000,000 shares of common stock in a private placement transaction for net proceeds of $120,000. We also sold a total of $305,000 in convertible debentures in March and April 2008 for net proceeds, after fees and expenses, of $235,100.
 
12

 
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 anticipate up to an additional $400,000 in net proceeds in connection with the sale of convertible debentures initiated in April 2008. We have engaged the services of a consultant to provide investment banking and financial public relations services to expand on this and other financing strategies.

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 September 2007, we appointed an exclusive distributor to sell our MIT products in Taiwan and China. We have entered into similar arrangements with three other companies granting distribution rights in Bulgaria, Vietnam, Laos, Cambodia, Puerto Rico and the Caribbean. We are in the process of developing promotional materials and marketing and sales strategies with these and other future distributors which we believe will assist in meeting our sales expectations in this fiscal year.

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 May 2009.

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.
 
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.
 
13

 
PART II - OTHER INFORMATION
 
Item 1.
Omitted as not applicable.
 
Item 2. 
Changes in Securities
 
Between November 1, 2007 and April 30, 2008, the Company issued a total of 450,000 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 $0.35 per share, for an aggregate compensation expense of $115,500 as of the six months ended April 30, 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.
 
In December 2007 and April 2008, the Company issued a total of 1,000,000 shares of common stock at $0.12 per share in a private placement transactions for net proceeds of $120,000.
 
In March 2008, the Company issued 1,000,000 shares of common stock to the Company’s Chief Executive Officer and to a member of the Board of Directors for services rendered. At $0.27 per share, the fair market value of the shares was determined to be $270,000.
 
In April 2008, pursuant to a March 2008 Securities Purchase Agreement, the Company issued 600,000 shares of common stock to a placement agent which assisted in the sale of $305,000 in convertible debentures. The fair market value of the shares was $240,000, or $0.40 per share.
 
On March 22, 2008, the Company issued 200,000 shares of common stock upon exercise of warrants at $0.06 per share.
 
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.
 
14

 
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.
 
Da Dated:  June 10, 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)
 

 
15


 
EX-31.1 2 v117416_ex31-1.htm Unassociated Document

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 six months ended April 30, 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:  June 10, 2008
 
 
 
 
 
 
 
  /S/ MICHAEL W. BRENNAN
 
 
Michael W. Brennan
 
 
Chief Executive Officer
 
 
16

 
EX-31.2 3 v117416_ex31-2.htm Unassociated Document
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 six months ended April 30, 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:  June 10, 2008
 
 
 
 
 
 
 
  /S/ CATHERINE PATTERSON
 
 
Catherine Patterson
 
 
Chief Financial Officer
 
 
17

EX-32.2 4 v117416_ex32-2.htm Unassociated Document
 
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 six months ended April 30, 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
 
 
June 10, 2008
 
 
19

 
 

 

EX-32.1 5 v117416_ex32-1.htm Unassociated Document
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 six months ended April 30, 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
 
 
June 10, 2008
 
 
 
18

 
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