10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

(Amendment No. 1)

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 July 31, 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 ý

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 September 7, 2008, 37,985,253 shares of the Registrant’s stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE

Explanatory Note

On September 15, 2008, Micro Imaging Technology, Inc. (the “Company”) filed with the Securities and Exchange Commission its Form 10-Q for the quarterly period ended July 31, 2008.

This Amendment No. 1 to Form 10-Q (“Amendment No. 1”) of the Company is being filed to reflect corrections to inadvertent errors in the original filing to disclosures on the Condensed Consolidated Statements of Operations (for the Three months ended July 31, 2008) and, as a result of such errors, to Item 2 - “Managements Discussion and Analysis of Financial Condition and Plan of Operation - Results of Operations.” This Amendment No. 1 does not change any other information set forth in the original filing of the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2008.

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 Balance Sheet

(Unaudited)

	July 31,			October 31,
	2008			2007
ASSETS
Current assets:
Cash	$	17,964		$	127,027
Inventories		100,038			72,406
Prepaid expenses		11,799			12,387
Total current assets		129,801			211,820
Fixed assets, net		79,234			95,212
Unamortized prepaid costs and fees related
to issuance of convertible debentures		416,649			-
Total assets	$	625,684		$	307,032
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Notes payable to stockholder	$	338,000		$	250,000
Trade accounts payable		105,948			90,803
Accounts payable to officers and directors		59,907			64,500
Accrued payroll		26,091			27,193
Other accrued expenses		72,770			41,088
Total current liabilities		602,716			473,584
Long term liabilities:
Convertible debentures		395,000			-
Redeemable convertible preferred stock, $0.01 par value; 2,600,000
shares authorized, issued and outstanding at July 31, 2008.		26,000			26,000
Total long term liabilities		421,000			26,000
Total liabilities		1,023,716			499,584
Commitments and contingencies
Stockholders' (deficit):
Common stock, $0.01 par value; 100,000,000 shares authorized;
37,550,253 shares issued and outstanding at July 31, 2008.		375,502			322,158
Additional paid-in capital		34,560,702			33,133,341
Accumulated deficit from previous operating activities		(27,809,201	)		(27,809,201	)
Deficit accumulated during the development stage		(7,525,035	)		(5,838,850	)
Total stockholders' (deficit)		(398,032	)		(192,552	)
Total liabilities and stockholders' equity	$	625,684		$	307,032

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 Operations

(Unaudited)

													Cumulative period
													from
													November 1, 2005
	Three months ended						Nine months ended						through
	July 31,						July 31,						July 31,
	2008			2007			2008			2007			(Unaudited)
Sales	$	-		$	-		$	-		$	40,000		$	40,000
Cost of Sales		-			725			-			16,535			18,916
Gross profit		-			(725	)		-			23,465			21,084
Operating costs and expenses:
Research and development		111,093			83,729			775,487			533,128			2,344,205
Sales, general and administrative		526,590			140,634			831,768			269,893			2,638,405
Total operating expenses		637,683			224,363			1,607,255			803,021			4,982,610
Loss from operations		(637,683	)		(225,088	)		(1,607,255	)		(779,556	)		(4,961,526	)
Other income (expense):
Interest income		39			1,377			159			3,357			11,342
Interest expense		(51,432	)		-			(74,089	)		(103,033	)		(2,545,343	)
Other income (expense), net		(1	)		800			(3,400	)		(18,078	)		(24,708	)
Other income (expense), net		(51,394	)		2,177			(77,330	)		(117,754	)		(2,558,709	)
Loss from continuing operations:
Before provision for income tax		(689,077	)		(222,911	)		(1,684,585	)		(897,310	)		(7,520,235	)
Provision for income tax		-			-			(1,600	)		(1,600	)		(4,800	)
Net loss	$	(689,077	)	$	(222,911	)	$	(1,686,185	)	$	(898,910	)	$	(7,525,035	)
Net loss per share, basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.04	)
Shares used in computing net loss per
share, basic and diluted		36,794,715			29,785,708			33,926,587			25,291,104

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

(Unaudited)

							Cumulative period
							from
	Nine months ended						November 1, 2005
	July 31,						through
	2008			2007			July 31, 2008
Cash flows from operating activities:
Net loss	$	(1,686,185	)	$	(898,910	)	$	(7,525,035	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation		20,633			9,100			63,303
Amortization of costs and fees related to convertible debentures		41,118			-			41,118
Common stock issued for services		348,750			-			447,750
Common stock issued to officers and directors for services		438,000			175,500			1,693,750
Common stock issued for shares of subsidiary stock		-			-			254,000
Common stock of subsidiary issued to employees and consultants		150			2,815			2,815
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			31,035			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:
Prepaid expenses		588			201			13,792
Inventories		(27,632	)		(35,978	)		(100,038	)
Increase (decrease) in liabilities:
Trade accounts payable		84,713			(18,762	)		44,821
Accounts payable to officers and directors		92,907			48,695			153,460
Accrued payroll and other expenses		30,578			(53,185	)		(42,052	)
Net cash used in operating activities		(641,582	)		(616,077	)		(2,688,548	)
Cash flows from investing activities:
Purchase of fixed assets		(4,655	)		-			(136,054	)
Net cash used in investing activities		(4,655	)		-			(136,054	)

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

5

Micro Imaging Technology, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

							Cumulative period
							from
	Nine months ended						November 1, 2005
	July 31,						through
	2008			2007			July 31, 2008
Cash flows from financing activities:
Principal payments on notes payable to stockholder		(21,726	)		(1,000,000	)		(1,021,726	)
Proceeds from issuance of convertible debentures		395,000			-			425,000
Prepaid costs and fees related to issuance
of convertible debentures		(86,100	)		-			(86,100	)
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		537,174			730,094			1,647,268
Net change in cash		(109,063	)		114,017			(1,177,334	)
Cash at beginning of period		127,027			13,349			1,195,298
Cash at end of period	$	17,964		$	127,366		$	17,964
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 for prepaid costs and fees
related to convertible debentures	$	240,000		$	-
Prepaid costs and fees related to beneficial
conversion feature of convertible debentures	$	131,667		$	-
Common stock issued to officers, directors and
consultants for debt	$	167,068		$	42,223
Conversion of notes payable to a director
to shares of common stock	$	20,274		$	-
Conversion of notes payable, major stockholder,	$	-		$	1,126,800
to shares of common stock
Conversion of other note payable to shares of common stock	$	-		$	30,000
Issuance of common stock in payment of liabilities	$	-		$	356,429
Payment of liabilities by cancellation of note
receivable on common stock	$	-		$	49,501

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 July 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 nine months ended July 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 July 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

Between January 17 and July 2, 2008, a Director and the Company’s Chief Executive Officer, Michael W. Brennan, loaned the Company a total of $130,000 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.

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 July 31, 2008:

The Company has accrued a total of $46,848 in fees and expenses due Michael W. Brennan for services rendered between October 2007 and July 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. Mr. Emerson also receives a stipend for attendance of each meeting of the Board of Directors. On May 1, 2008, Mr. Emerson converted a total of $34,000 in accrued fees to common stock. As of July 31, 2008, the Company has accrued an additional $4,500 in fees due Mr. Emerson.

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. Mr. Hollander also converted into common stock all accrued fees due him, totaling $48,500, as of May 1, 2008. An additional $5,500.00 has accrued to Mr. Hollander as of July 31, 2008.

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.

8

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 nine months ended July 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.

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.

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 nine months ended July 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		75,000		0.17
Outstanding at July 31, 2008		1,360,000	$	0.26		3.6	$	51,500

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

Range of Exercise Prices	Options Outstanding July 31, 2008	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Options Exercisable July 31, 2008	Weighted Average Exercise Price
MICRO IMAGING TECHNOLOGY, INC:
$ 0.14 - $0.30	1,300,000	3.7	$	0.23	1,200,000	$	0.23
$ 0.78	50,000	2.0	$	0.78	50,000	$	0.78
$ 0.94	10,000	1.0	$	0.94	10,000	$	0.94
TTOTAL	1,360,000				1,260,000

Total estimated unrecognized compensation from unvested stock options as of July 31, 2008 was approximately $13,000, which is expected to be recognized over a weighted average period of approximately 2.5 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.

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 Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides 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).

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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 July 2, 2008, the Company borrowed a total of $130,000 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 $42,000 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. On May 1, 2008, these loans and $274 in accrued interest were converted to 67,580 shares of common stock with a fair market value of $0.30 per share.

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. Between April 17, 2008 and July 25, 2008, the Company sold a total of $395,000 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 $81,600 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 $131,667and 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 $326,100, 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 nine months ended July 31, 2008 and 2007 was $4,683 and $6,776, respectively.

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 nine months ended July 31, 2008, pursuant to his compensation arrangement, the Company issued 450,000 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 $112,000. Mr. Brennan also received 100,000 shares of the common stock of the Company’s Nevada subsidiary during the nine months ended July 31, 2008. The shares were issued at $0.001 par value, for a total fair market value of $100.

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The Company issued 225,000 shares of common stock to George Farquhar, its Chief Operating Officer, during the nine months ended July 31, 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 $56,000. 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 nine months ended July 31, 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.

On June 9, 2008, the Board of Directors authorized the issuance of 1,000,000 shares of common stock in equal amounts of 500,000 shares to two consultants pursuant to their consulting agreements. The fair market value of the shares on the grant date was $0.28 per share.

On June 24, 2008, the Company issued 275,000 shares of common stock in connection with the engagement of a firm providing investment consulting services. The fair market value of the shares on the transaction date was $68,750, or $0.25 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 $395,000 in convertible debentures for the Company between April and July 2008. The fair market value of the shares was $240,000, or $0.40 per share.

Common Stock Issued in Cancellation of Debt

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 $175,342 in accrued debt.

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 August 31, 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 August 4, 2008 and on August 28, 2008, our largest shareholder, Anthony M. Frank, purchased 180,000 shares of common stock from the Company in private transactions for $0.1667 per share. The Company received a total of $60,000 in the two transactions.

On August 27, 2008, the Company received an additional $16,400, net of fees and commissions, from the sale of convertible debentures through the Stock Purchase Agreement with Divine Capital.

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.

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Results of Operations

References to fiscal 2008 and fiscal 2007 are for the nine months ended July 31, 2008 and 2007, respectively.

The Company had no sales revenue during the nine months ended July 31, 2008.

Research and development expenses for the three and nine month periods ended July 31, 2008 increased by $27,364 and $242,359, respectively, 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 $385,956 and $561,875 for the three and nine months ended July 31, 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 $1,338 and $3,198 for the three and nine months ended July 31, 2008, respectively, as investment capital was utilized to sustain operations. Interest expense for the three months ended July 31, 2008 decreased by $51,432 compared to the prior period. The decrease reflects the effect of having converted over $2 million in interest-bearing loans into common stock during the second quarter of fiscal 2007. Interest expense for the nine months ended July 31, 2008, however, increased by $28,944 compared to fiscal 2007 due to increased borrowings commencing in the fourth quarter of fiscal 2007.

Components of other expense, other than interest, decreased by $14,678 for the nine months ended July 31, 2008, compared to the prior year period when the fair market value of unrecoverable shares was written off. The three months ended July 31, 2008 reflects a $801 increase in other expense compared to the prior year primarily as a result of property tax accrual in the current period.

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 July 31, 2008, we had a working capital deficit of $472,915, representing a $211,151 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 as well as an increase in short term borrowings.

Our primary source of cash during the nine months ended July 31, 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 $130,000 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 $395,000 in convertible debentures between March and July 2008 for net proceeds, after fees and expenses, of $308,900.

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 consultants to provide investment banking and financial public relations services to expand on this and other financing strategies.

13

We are in the process of introducing the MIT System to market and believe that we will be able to generate revenues from the sale of products in the near future. In September 2007, we appointed an exclusive distributor to sell our MIT products in Taiwan and China. We have entered into similar arrangements with four other companies granting distribution rights in Bulgaria, Vietnam, Laos, Cambodia, the United Kingdom, Ireland, 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.

14

PART II - OTHER INFORMATION

Item 1. Omitted as not applicable.

Item 2. Changes in Securities

Between November 1, 2007 and July 31, 2008, the Company issued a total of 675,000 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 $168,000 as of the nine months ended July 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.

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 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.

On March 22, 2008, the Company issued 200,000 shares of common stock upon exercise of warrants at $0.06 per share.

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 $395,000 in convertible debentures. The fair market value of the shares was $240,000, or $0.40 per share.

On May 1, 2008, the Company issued 584,472 shares of common stock in cancellation of $175,342 in accrued fees and expenses due various individuals, including officers and directors of the Company.

During June 2008, a total of 1,275,000 shares of common stock, valued at $348,750, were issued to various consultants of the Company in connection with consulting agreements.

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.

15

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:  September 7, 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)

16

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 nine months ended July 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: September 7, 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 nine months ended July 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: September 7, 2008
	/s/ CATHERINE PATTERSON
	Catherine Patterson
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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 nine months ended July 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

September 7, 2008

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

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 nine months ended July 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:

(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/ CATHERINE PATTERSON

Catherine Patterson

Secretary and Chief Financial Officer

September 7, 2008