UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

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 FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

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For the quarterly period ended April 30, 2013

Commission file number 0-16416

 

MICRO IMAGING TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

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

 

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

 

Registrant’s telephone number, including area code: (949) 388-4547

 

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

 

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

 

Common Stock, par value $0.01 per share

(Title of Class)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]    No [  ].

 

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 [  ]		Accelerated filer [  ]		Non-accelerated filer [  ]		Smaller reporting company [X]
			(Do not check if a smaller reporting company)

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [  ]    No [X].

 

At May 29, 2013, there were 4,945,448 shares of the Registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: NONE

 

 

  

TABLE OF CONTENTS

 

			Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheet as of April 30, 2013 and October 31, 2012		F-1
	Condensed Consolidated Statements of Operations Six months Ended April 30, 2013 and April 30, 2012 And the Cumulative Period November 1, 2005 to April 30, 2013		F-2
	Condensed Consolidated Statements of Cash Flows Six months ended April 30, 2013 and April 30, 2013 And the Cumulative Period November 1, 2005 to April 30, 2013		F-3
	Notes to Condensed Consolidated Financial Statements		F-4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations		3
Item 3.	Controls and Procedures		5
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		5
Item 2.	Changes in Securities		6
Item 3.	Omitted as not applicable		6
Item 4.	Submission of Matters to a Vote of Security Holders		7
Item 5.	Omitted as not applicable		7
Item 6.	Exhibits and Reports on Form 8-K		7
SIGNATURES			8

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.      Financial Statements 

 

Micro Imaging Technology, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Balance Sheet

April 30, 2013 and October 31, 2012

(Unaudited)

 

		April 30, 2013				October 31, 2012
ASSETS
Current assets:
Cash		$	13,143			$	90,132
Related party receivables			2,000				15,269
Inventories			67,487				25,600
Prepaid expenses			4,720				31,120
Total current assets			87,350				162,121
Fixed assets, net			104,401				123,041
Total assets		$	191,751			$	285,162
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Notes payable to stockholder, net of unamortized discount of $2,970 and $5,536 in 2013 and 2012, respectively		$	161,530			$	136,464
Convertible notes payable, net of unamortized discount of $0 and $3,202 in 2013 and 2012, respectively			77,368				74,166
Accounts payable - trade			277,400				171,578
Accounts payable to officers and directors			77,034				45,583
Accrued payroll			171,914				139,040
Anti-dilution liability			65,401				65,401
Other accrued expenses			63,700				58,555
Total current liabilities			894,347				690,787
Long term liabilities:
Note payable to stockholder, net of unamortized discount of $10 and $844 in 2013 and 2012, respectively			1,940				46,106
Redeemable convertible preferred stock, $0.01 par value; 5,200 shares authorized, issued and outstanding at April 30, 2013 and October 31, 2012			26,000				26,000
Total long term liabilities			27,940				72,106
Total liabilities			922,287				762,893
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.01 par value; 25,000,000 shares authorized; 4,944,813 and 4,473,715 shares issued and outstanding at April 30, 2013 and October 31, 2012, respectively			49,455				44,737
Additional paid-in capital			45,230,688				44,889,013
Accumulated deficit from previous operating activities			(27,809,201	)			(27,809,201	)
Deficit accumulated during the development stage			(18,201,478	)			(17,602,280	)
Total stockholders’ deficit			(730,536	)			(477,731	)
Total liabilities and stockholders’ deficit		$	191,751			$	285,162

 

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

 

 

Micro Imaging Technology, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Operations

Six months Ended April 30, 2013 and April 30, 2012

And the Cumulative Period November 1, 2005 to April 30, 2013

(Unaudited)

 

																		Cumulative period
																		from
		Three months ended								Six months ended								November 1, 2005
		April 30,								April 30,								through
		2013				2012				2013				2012				April 30, 2013
Sales		$	-			$	-			$	-			$	-			$	58,000
Cost of Sales			-				-				-				-				29,886
Gross profit			-				-				-				-				28,114
Operating costs and expenses:
Research and development			105,069				79,411				248,379				181,975				5,679,707
Sales, general and administrative			194,981				250,785				337,217				388,170				8,248,297
Total operating expenses			300,050				330,196				585,596				570,145				13,928,004
Loss from operations			(300,050	)			(330,196	)			(585,596	)			(570,145	)			(13,899,890	)
Other income (expense):
Interest income			2				2				13				2				11,464
Interest expense			(4,080	)			(196,991	)			(12,015	)			(307,635	)			(4,922,605	)
Gain on derivative instruments			-				15,866				-				44,440				149,304
Other income, net			-				15,557				-				16,319				473,049
Total other expense, net			(4,078	)			(165,566	)			(12,002	)			(246,874	)			(4,288,788	)
Loss from operations:
Before provision for income tax			(304,128	)			(495,762	)			(597,598	)			(817,019	)			(18,188,678	)
Provision for income tax											(1,600	)			(1,600	)			(12,800	)
Net loss			(304,128	)			(495,762	)			(599,198	)			(818,619	)			(18,201,478	)
Net loss attributable to:
Non-controlling interest			(43,097	)			(26,208	)			(83,052	)			(57,026	)			(1,332,814	)
Micro Imaging Technology, Inc. stockholders			(261,031	)			(469,554	)			(516,146	)			(761,593	)			(16,868,664	)
Net loss		$	(304,128	)		$	(495,762	)		$	(599,198	)		$	(818,619	)		$	(18,201,478	)
Net loss per share, basic and diluted		$	(0.06	)		$	(0.33	)		$	(0.13	)		$	(0.65	)
Shares used in computing net loss per share, basic and diluted			4,868,305				1,502,522				4,743,517				1,262,657

 

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

 

  

Micro Imaging Technology, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

Six months ended April 30, 2013 and April 30, 2013

And the Cumulative Period November 1, 2005 to April 30, 2013

(Unaudited)

 

										Cumulative period
										from
		Six months ended								November 1, 2005
		April 30,								to
		2013				2012				April 30, 2013
Cash flows from operating activities:
Net loss			(599,198	)		$	(818,619	)		$	(18,201,478	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			25,044				14,218				201,417
Gain on extinguishment of debt			-				-				(288,192	)
Amortization of costs and fees related to convertible debentures			6,602				214,152				1,166,836
Common stock issued for services			-				-				2,144,790
Common stock issued to officers, directors and consultants for services			993				79,580				3,212,484
Common stock issued for shares of subsidiary stock			-				-				254,000
Common stock of subsidiary issued to employees and consultants			-				-				2,815
Common stock issued as a commission			-				-				3,000
Common stock issued for accounts payable			-				455,459				296,583
Common stock issued to former licensee			-				-				41,319
Common stock issued/recovered on cancelled agreements			-				-				20,478
Non-cash compensation for stock options and warrants			-				-				631,923
Costs and fees related to issuance of convertible debt			- ’				3,288				542,540
Interest expense related to beneficial conversion feature			-				-				1,944,800
Interest paid with common stock			-				35,876				118,487
Interest on notes receivable for common stock			-				-				(1,373	)
(Increase) decrease in assets:
Related party receivables			13,269				-				(2,000	)
Prepaid expenses			26,400				-				20,871
Inventories			(41,887	)			-				(143,275	)
Increase (decrease) in liabilities:
Derivative liability			-				(70,404	)			-
Trade accounts payable			126,222				(46,096	)			611,116
Accounts payable to officers and directors			31,451				(292,386	)			784,074
Accrued payroll and other expenses			38,019				55,564				471,668
Net cash used in operating activities			(373,085	)			(369,368	)			(6,167,117	)
Cash flows from investing activities:
Purchase of fixed assets			(6,404	)			(4,256	)			(223,547	)
Net cash used in investing activities			(6,404	)			(4,256	)			(223,547	)

 

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

 

  

Micro Imaging Technology, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows (Continued)

Six months ended April 30, 2013 and April 30, 2013

And the Cumulative Period November 1, 2005 to April 30, 2013

(Unaudited)

 

										Cumulative period
										from
		Six months ended								November 1, 2005
		April 30,								to
		2013				2012				April 30, 2013
Cash flows from financing activities:
Principal payments on notes payable to stockholder			(22,500	)			-				(1,296,000	)
Proceeds from common stock subscription			-				-				-
Proceeds from issuance of notes payable to a related party			-				60,000				1,119,800
Proceeds from issuance of notes and convertible notes payable			-				75,000				1,604,234
Proceeds from issuance of common stock			325,000				273,813				3,780,475
Net cash provided by financing activities			302,500				408,813				5,208,509
Net change in cash			(76,989	)			35,189				(1,182,155	)
Cash at beginning of period			90,132				5,206				1,195,298
Cash at end of period		$	13,143			$	40,395			$	13,143
Supplemental Disclosure of Cash Flow Information
Interest paid		$	267			$	-			$	11,252
Income taxes paid		$	1,600			$	1,600			$	21,840
Supplemental Schedule of Non-Cash Investing and Financing Activities
Conversion of convertible notes payable to shares of common stock		$	-			$	290,000
Common stock issued in consideration for accounts payable and accrued payroll		$	20,400			$	-
Notes converted by stockholders		$	-			$	206,500

 

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

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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.

 

Our independent registered public accounting firm has included an explanatory paragraph in its report on the financial statements for the year ended October 31, 2012 which raises substantial doubt about our ability to continue as a going concern.

 

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, 2013, the Company owned eighty point seven percent (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, 2013. 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 the 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 majority-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.

 

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, 2013 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.

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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, 2012, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 29, 2013.

 

Changes in Capitalization and Reverse Stock Split

 

On February 8, 2013, the Company effectively amended its Articles of Incorporation and decreased the authorized number of shares of Common Stock from 2.5 billion to 25 million shares. At the same time, the Company underwent a five hundred-for-one (500:1) reverse stock split of its Common Stock and Redeemable Convertible Preferred Stock. For purposes of this Quarterly Report, all issuances of common stock and options or warrants to purchase common stock, if any, are reflected retroactively in post-reverse split amounts. As of April 30, 2013, the reverse split effected by the Company resulted in a reduction in capital stock and an increase in additional paid-in capital in the amount of $24,677,786.

 

Reclassification of Prior Year Presentation

 

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.   This change in classification does not materially affect previously reported cash flows in the Consolidated Statement of Cash Flows, and had no effect on the previously reported Consolidated Statement of Operations for any period.

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has not generated revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from several shareholders and believes this funding will continue. Management believes the existing shareholders will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core business.

 

3.

Concentration of Credit Risk and Other Risks and Uncertainties

 

Accounts Payable – Trade

 

As of April 30, 2013, the amount due to a former consultant to the Company, $112,000, represented 52% of the total amount due for accounts payable to non-affiliates.

 

Litigation and Claims

 

On May 16, 2012, Alpine MIT Partners, LLC (Plaintiffs) filed a civil action against the Company and its Chairman and Chief Executive Officer, Jeffrey G. Nunez, (collectively, the Company), in the Texas District Court, Travis County. Plaintiffs alleged breach of contract and civil conspiracy, as well as tortious interference with contractual relations and prospective business relations. The lawsuit alleges that the Company breached certain provisions of a March 7, 2012 Securities Purchase Agreement the Company executed with the Plaintiff to sell up to $2.0 million of 7% Senior Secured five-year Convertible Debentures convertible into shares of common stock at a conversion rate of $.003 per share. The purchase and sale of the first $1.0 million Debenture was scheduled to close on or before April 6, 2012 and was subject to, among other things, Alpine closing the necessary equity funding to consummate the transactions. No money was ever received by the Company from Alpine.

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

The lawsuit also suggests that the Company’s Chairman and Chief Executive Officer, Jeffrey G. Nunez, has a history of regulatory and securities law violations. The Company’s Board of Directors has researched the matter and understands that in January 2004, Mr. Nunez was requested by the NASD to appear and provide testimony pursuant to NASD Rule 8210. Mr. Nunez did not appear, but agreed not to associate in any capacity, in the future, with NASD member firms. The Company’s Board of Directors believes this to be of no consequence with respect to Mr. Nunez’ qualifications to serve as a board member and chief executive officer of the Company.

 

The Company argued that the lawsuit was improperly filed in Texas and that the Texas court had no jurisdiction over the Company in this matter. At a hearing on March 7, 2013, the court upheld the Company’s position and dismissed the case against the Company.

 

On January 10, 2013, the Company learned that Plaintiffs had filed a lien against the Company’s patents on May 8, 2012 with the California Secretary of State under the Uniform Commercial Code. On or about January 29, 2013, the Company filed suit against Alpine MIT Partners, LLC in the Orange County, California Superior Court alleging, among other claims, that the UCC filing is unauthorized. The lawsuit also names the managing director and managing member of Alpine as Defendants and alleges that they made false promises, intentional misrepresentations and breached the contract which is the subject of the Texas suit. The Company is seeking damages of $1.6 million.

 

In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its financial statements not to be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote.

 

Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. If the assessments indicate that loss contingencies that could be material to any one of its financial statements are not probable, but are reasonably possible, or are probable, but cannot be estimated, then the Company discloses the nature of the loss contingencies, together with an estimate of the range of possible loss or a statement that such loss is not reasonably estimable. Since the lawsuit filed against the Company in Texas has been dismissed, no loss contingency has been accrued.

 

Antidilution Liability

 

The Company has recorded a $65,401 liability to allow for the possible dilutive impact of equity issuances that alter or effect conversion or exchange rates existing on the various dates of conversion or exercise of securities having adjustable conversion rates.

 

Accrued Payroll, Payroll Taxes and Benefits

 

From April 2010 through March 2012, payments made to two employees were recorded as reductions in accrued and unpaid payroll. In April 2012, the Company reclassified such payments as net payroll payments; calculated and recorded the employer and employee taxes that should have been withheld on such payment. Federal and state payroll tax returns have been filed for the last three quarters of 2010, all of 2011 and the first quarter of 2012. Estimated penalties and interest on the late filings and payments, in the sum of $27,029, have been accrued as of April 30, 2013. On September 20, 2012, the Internal Revenue Service filed a Notice of Federal Tax Lien against the Company assessing $58,858 for unpaid taxes, penalties and interest. A Notice of Tax Lien was also filed by the State of California on November 9, 2012 in the amount of $8,206, including penalty and interest, The Company has been in contact with the respective tax authorities in an effort to negotiate a payment arrangement for the taxes due.

 

Accrued Payroll and Benefits consist of the above payroll taxes and salaries, wages, and vacation benefits earned by employees, but not disbursed as of April 30, 2013. Accrued Payroll also includes the above estimated penalties and interest due on such unpaid payroll taxes. Liability for vacation benefits is accrued when earned monthly and reduced when taken. At the end of each fiscal period, the balance in the accrued vacation benefits liability account is adjusted to reflect current pay rates. Annual leave earned but not taken is considered an unfunded liability since this leave will be funded from future appropriations when it is actually taken by employees.

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

4.

Related Party Receivables

 

Receivables from related parties are non-interest bearing, uncollateralized obligations and consist of a $2,000 advance to one recently hired employee in October 2012 to assist with moving expenses. The preparation of financial statements requires our management to make estimates and assumptions relating to the collectivity of our accounts receivable. Management believes that the referenced receivables are collectible and as of October 31, 2012 and April 30, 2013, the Company has determined that no Allowance for Doubtful Accounts was required.

 

5.

Inventory

 

Inventory is stated at the lower of cost or market and comprised entirely of finished goods. Cost is determined on a first-in, first-out (FIFO) basis. The Company’s management monitors inventory for excess and obsolete items and makes necessary valuation corrections when such adjustments are required.

 

6.

Property and Equipment

 

Property and equipment are recorded at cost and are depreciated using the straight-line method over an expected useful life of 3 or 5 years. Effective October 31, 2011, the Company reclassified and capitalized as machinery and equipment eight of its MIT 1000 Systems that it had carried as finished goods valued at $75,788. A revised model of the systems has been designed and the Company will utilize these eight first generation models as laboratory testing equipment. Commencing November 1, 2011, these systems are being depreciated over an expected useful life of 3 years.

 

The production tooling for the Company’s revised MIT 1000 has been capitalized and the $14,000 cost is being amortized over an estimated useful life of 3 years.

 

Expenditures for normal maintenance and repairs are charged to operations. The cost and related accumulated depreciation of assets are removed from the accounts upon retirement or other disposition, and the resulting profit or loss is reflected in the Statement of Operations. Renewals and betterments that materially extend the life of the assets are capitalized.

 

7.

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 2011 Annual Report on Form 10-K. The Company has not experienced any material change in its critical accounting policies since November 1, 2011. 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.

 

New Accounting Pronouncements

 

The following accounting standards updates were recently issued and have not yet been adopted by us.  These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows. There were various other updates recently issued which represented technical corrections to the accounting literature or application to specific industries.  None of the other updates are expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.  The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210.  As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements.  ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.

 

On February 7, 2013, the FASB issued Accounting Standards Update [ASU] 2013-03, entitled Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities. The guidance in ASU 2013-03 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 825, entitled Financial Instruments.  The objective associated with issuing this amended guidance is to clarify the scope and applicability of a particular disclosure for nonpublic entities [nonissuers] that resulted from the issuance of ASU 2011-04, entitled Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, where that amended guidance essentially served to rewrite the guidance in FASB ASC 820, entitled Fair Value Measurement. The ASU 2013-03 amendments to FASB ASC 825 became effective upon issuance of the guidance.  Since the amendments were issued on February 7, 2013, that date serves as the effective date of the amended guidance. The adoption of ASU 2013-03 is not expected to have a material effect on the Company’s operating results or financial position.

 

On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.  The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:

 

●         The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.

●         Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.

 

While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013.  The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption.  The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.

 

On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting.  With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements.  The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting.  The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities.  The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods.  Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent.  Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Earnings Per Share

 

Basic earnings per share are based on the weighted average number of shares outstanding for a period.  Diluted earnings per share are based upon the weighted average number of shares and potentially dilutive common shares outstanding.  Potential common shares outstanding principally include convertible notes payable and stock options under our stock plan.  Since the Company has incurred losses, the effect of any common stock equivalent would be anti-dilutive.

 

Stock Based Compensation

 

Stock-based compensation costs for stock options issued to employees is measured at the grant date, based on the fair value of the award using the Black Scholes Option Pricing Model, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant).

 

No stock-based compensation was recognized during the six months ended April 30, 2013.

 

On February 14, 2012, the Board of Directors adopted the 2012 Employee Benefit Plan which is authorized to grant up to 120,000 shares of common stock or options to purchase common stock to eligible employees, directors, officers, consultants or advisors. Eligibility and vesting, in the case of options, is determined by the Board of Directors. Between January 16, 2013 and February 22, 2013, the Company issued 16,000 shares of common stock which vested immediately under the Plan to legal counsel for services rendered and the fair market value of $1.05 and $1.50 per share. The aggregate value of the shares was $20,400.

 

The following table summarizes information about options granted under the Company’s equity compensation plans through April 30, 2013 and otherwise to employees, directors and consultants of the Company. Generally, 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. Typically, in the case of an employee, vested options terminate when an employee leaves the Company. The options granted have contractual lives ranging from two to ten years.

 

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (in years)				Aggregate Intrinsic Value
Outstanding at October 31, 2012			5,600			$	40.00				1.2			$	—
Granted			—				—
Exercised			—				—
Expired			(1,000	)			145.00
Canceled			—				—
Outstanding at April 30, 2013			4,600			$	19.29				0.9			$	—

 

 

Summary information about the Company’s options outstanding at April 30, 2013 is set forth in the table below. Options outstanding at April 30, 2013 expire between August 2013 and January 2016.

 

Range of Exercise Prices			Options Outstanding April 30, 2013				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price				Options Exercisable April 30, 2013				Weighted Average Exercise Price
$ 7.68-$70.00				4,400				0.9			$	13.35				4,400			$	13.35
$ 150.00				200				0.3			$	150.00				200			$	150.00
	TOTAL:			4,600												4,600

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

As of April 30, 2013, all outstanding options had fully vested and there was no estimated unrecognized compensation from unvested stock options.

 

The following table summarizes the information relating to warrants granted to non-employees as of October 31, 2012 and changes during the six months ended April 30, 2013:

 

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (in years)				Aggregate Intrinsic Value
Outstanding at October 31, 2012			146,667			$	1.00				1.8			$	—
Granted			—				—
Exercised			(40,000	)			1.00
Expired			—				—
Canceled			(66,667	)			1.50
Outstanding at April 30, 2013			40,000			$	1.00				2.0			$	—

 

 

Summary information about the Company’s warrants outstanding at April 30, 2013 is set forth in the table below. Warrants outstanding at April 30, 2013 expire in and April 2015.

 

Range of Exercise Prices				Warrants Outstanding April 30, 2013				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price				Warrants Exercisable April 30, 2013				Weighted Average Exercise Price
$	1.00				40,000				2.0			$	1.00				40,000			$	1.00
					40,000												40,000

 

8.

Convertible Debentures

 

On November 10, 2010, the Company entered into a convertible note for $64,868 with a stockholder. The Note matured on May 31, 2012 and bears interest at the rate of ten percent (10%) per annum. The Note is convertible into shares of common stock at a forty two percent (42%) discount to the average of the lowest three (3) closing bid prices of the common stock during the ten (10) trading days prior to the conversion date. The note holder may convert any or all of the unpaid principal note prior to the maturity date. The Company calculated the intrinsic value of the conversion feature to be $46,973 as of the date of issuance of the debentures using the same criteria as noted above, which amount has been fully amortized as of April 30, 2013. The Company has expensed $16,030 in accrued interest on the note as of April 30, 2013. If the note had been converted as of April 30, 2013, the Company would have issued a total of 203,348 shares of common stock the value of which would exceed, by $46,973 the principal balance due on the note. The Company is currently negotiating with the lender to settle or renegotiate the Note.

 

On November 27, 2009, the Company borrowed $25,000 from an unaffiliated lender. In September 2011, the lender converted $12,500 of the principal and $2,876 in accrued interest into 17,084 shares of common stock. The Company issued an Amended and Restated Convertible Note for the $12,500 principal balance of the loan. The amended note matured on December 31, 2012 and bears interest at 6% and is convertible into common shares at a 55% discount to the average of the lowest three (3) closing bid prices of the common stock during the ten (10) trading days prior to the conversion date. The Company calculated the intrinsic value of the conversion feature on the remaining balance to be $10,507 as of the date of issuance of the amended note which has been fully amortized as of April 30, 2013. As of April 30, 2013, the Company had expensed a total of $1,204 in accrued interest on the remaining principal balance of $12,500. If the $12,500 balance of the note had been converted as of April 30, 2013, the Company would have issued a total of 50,505 shares of common stock valued at $15,278 more than the principal balance due on the note.

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

At April 30, 2013 and October 31, 2012, without taking into effect any unamortized discounts, convertible debentures consisted of the following:

 

						October 31, 2012
		April 30, 2013				(Audited)
Convertible note payable to stockholder; principal and interest at 10% due on May 31, 2012.			64,868				64,868
Convertible notes payable to various stockholders; principal and interest at 6% maturing on December 31, 2012.			12,500				12,500
			77,368				77,368
Less current maturities			77,368				77,368
Long term portion of Convertible and Series 1 notes payable		$	—			$	—

 

9.

Notes Payable

 

At April 30, 2013 and October 31, 2012, without taking into effect any unamortized discounts, notes payable to an officer and to stockholders consisted of the following:

 

						October 31, 2012
		April 30, 2013				(Audited)
Unsecured, interest-free convertible notes payable to former officer/director of the Company; principal due on payment schedule through May 2014.		$	114,450			$	136,950
Unsecured convertible note payable to various stockholders; principal and interest at 6% due between December 9, 2010 and April 20, 2011.			52,000				52,000
			166,450				188,950
Less current maturities			164,500				142,000
Long term portion of notes payable		$	1,950			$	46,950

 

Concurrent with his April 13, 2012 resignation as Chairman of the Board of Directors and Chief Executive Officer, the Company agreed to repay a total of $160,000 in principal loans, $24,339 in accrued interest and $13,120 in unpaid fees and expenses due Michael Brennan over a 25-month payment schedule commencing May 1, 2012. Payments due Mr. Brennan for February, March and April 2013, each in the amount of $7,500, have not been made per the payment schedule. As of April 30, 2013, payments have been made to Mr. Brennan to reduce the principal balance to $114,450.

 

With the exception of the above $114,450 in notes payable to a former officer and director, and the overdue payments due to Mr. Brennan, all of the above notes payable were past due as of April 30, 2013. The Company is currently negotiating with holders of the remaining $52,000 in principal notes to either extend the maturity date or convert the notes into shares of common stock.

 

10.

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. Employer contributions would be made at the rate of three percent (3%) of the employees’ base annual wages. However, the Company made no contributions to the IRA plan during the six months ended April 30, 2013 and 2012.

 

 

MICRO IMAGING TECHNOLOGY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

11.

Securities Transactions

 

Common Stock Issued in Private Placement Transactions

 

On May 8, 2012, Board member, Gregg J. Newhuis, entered into a Subscription Agreement, as amended on October 31, 2012, to purchase a total of 1,800,000 shares of the Company’s common stock at $0.50 per share over a six-month period. Mr. Newhuis also received a one-year option to purchase up to an additional 266,667 shares of common stock at $1.50 per share in September 2012. This option was cancelled in October 2012. The Company received the final $100,000 from Mr. Newhuis on November 29, 2012 pursuant to his May 2012 subscription arrangement. Giving effect to the February 8, 2013 reverse stock split, the Company issued a total of 200,000 shares of common stock at $0.50 per share for the November 29, 2012 purchase.

 

On April 20, 2012, the Company granted three-year warrants to purchase 80,000 shares of common stock to a major shareholder as part of a Subscription Agreement for the purchase of 80,000 shares of common stock at $0.75 per share. The warrants are exercisable at $1.00 per share within one year of the subscription; $2.50 per share within two years; and at $5.00 per share during the third year of the warrant. On January 11, 2013, the warrant holder exercised his right to purchase one half of the warrants granted and paid $40,000. Giving effect to the February 8, 2013 reverse stock split, the Company issued 40,000 shares of common stock at $1.00 per share on this transaction.

 

On January 11, 2013, Victor Hollander, a Director and the Company’s Chief Financial Officer, purchased 3,333 shares of common stock for proceeds of $5,000, at the fair market value of $1.50 per share.

 

On May 21, 2012, the Company entered into a Subscription Agreement with a major stockholder to purchase a total of 400,000 shares of the Company’s common stock at $0.50 per share, for a total of $200,000 which the Company received during fiscal 2012. As additional consideration, the purchaser was granted a one-year option to purchase up to an additional 66,667 shares of common stock at $1.50 per share commencing on the date the final dollars are invested. On February 6, 2013, this stockholder surrendered his rights to the referenced warrants in full.

 

On February 6, 2013, the Company entered into a Subscription Agreement with a major stockholder to purchase up to $180,000 in shares of common stock at a purchase price of $0.85 per share over a three month period. Between February 6, 2013 and April 3, 2013, the shareholder purchased a total of 211,764 shares of common stock and paid $180,000.

 

Pursuant to an April 1, 2012 consulting arrangement, the Company agreed to pay Jeffrey Nunez a five percent (5%) transaction fee on all proceeds received by the Company during the one year term of such agreement. The fee is payable in shares of the Company’s common stock which are to be valued as the average closing price of the common stock for the five (5) trading days prior to the transaction which triggers the fee. Between April 20 and October 31, 2012, the Company issued Mr. Nunez a total of 35,512 shares of common stock valued at $53,000 pursuant to the transaction fee arrangement. As of January 31, 2013, an additional $7,000 was due Mr. Nunez under this arrangement at which time the transaction fee arrangement was terminated by mutual agreement. On April 26, 2013, $6,007 of the transaction fee due him was credited against a receivable that Mr. Nunez owed the Company and the remaining $993 balance was paid in the form of 435 and 196 shares of common stock at $1.63 and $1.45 per share, respectively.

 

Common Stock Issued in Cancellation of Debt

 

On January 16, 2013, the Company issued its legal counsel a total of 8,000 shares of common stock in payment for $12,000 in legal services rendered for $1.50 per share.

 

On February 22, 2013, the Company issued an additional 8,000 shares of common stock to legal counsel in payment of $8,400 in legal services rendered for $1.05 per share.

 

12.

Subsequent Events

 

On May 20, 2013, a Director made a short term loan to the Company in the sum of $7,000 which is payable on demand.

 

 

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

 

Forward-Looking Statements

 

This Quarterly Report, 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. Readers are cautioned not to place undue reliance on forward-looking statements. They reflect opinions, assumptions, and estimates only as of the date they were made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements in this Quarterly Report, whether as a result of new information, future events or circumstances, or otherwise.

 

Results of Operations

 

References to fiscal 2013 and fiscal 2012 are for the six month period ended April 30, 2013 and 2012, respectively.

 

The Company had no sales revenue during the six months ended April 30, 2013 or 2012.

 

Research and development expenses for the six month period ended April 30, 2013 increased by $66,404 compared to the prior year. These expenses arose from the program which the Company initiated in December 1997 to develop the micro imaging technology for detecting and identifying contaminants in fluids. The overall increase mainly reflects additional expenditures for salaries and related costs, temporary labor, depreciation expense and marketing related expenses. There were also modest increases in overall operating costs, i.e., utilities, supplies and software related to the development program for the Company’s technology. These increases were partially offset by a decrease in consulting expenses in the current period. Research and development expense for the three months ended April 30, 2013 increased by $25,658 in fiscal 2013 reflecting the increases experienced over the six month period and, again, partially offset by a decrease in consulting expense.

 

Sales, general and administrative expenses decreased by $55,804 and $50,593 for the three and six months ended April 30, 2013, respectively, compared to the prior year period. The decrease reflects a significant reduction in consulting costs as well as expenses associated with shareholder relations and tax accounting. This decrease was offset, however, by a substantial increase in legal fees related to the defense of the Texas-based lawsuit brought against the Company by Alpine MIT Partners – now resolved.

 

The Company realized negligible interest income during the six months ended April 30, 2013 as all available capital was utilized to sustain operations. Interest expense for the three and six month periods ended April 30, 2013 decreased by $192,911 and $295,620, respectively, compared to the prior period reflecting the conversion of outstanding debt to equity in the past year.

 

The Company recognized $15,866 and $44,440 in non-cash gain for the three and six months ended April 30, 2012, related to certain convertible notes with beneficial conversion features (the Series 1 Notes) that were fully converted as of the fiscal year ended October 31, 2012. No such gains were recorded during fiscal 2013.

 

Components of other income and expense reflected a gain of $15,557 and $16,319 for the three and six month periods ended April 30, 2012 on writing off old debt. No such gains were recorded during fiscal 2013.

 

 

The Company recorded the minimum state income tax provision in fiscal 2013 and 2012 as the Company had cumulative net operating losses in all tax jurisdictions.

 

Liquidity and Capital Resources

 

At April 30, 2013, the Company had working capital deficit of $806,997. This represents a working capital decrease of $278,331 compared to that reported at October 31, 2012. The decrease primarily reflects overall modest increases in current liabilities, i.e., accounts payable and accrued payroll, while utilizing available cash for operating activities.

 

Our only source of cash during the six months ended April 30, 2013 has been from the sale of common stock totaling $325,000, including $40,000 received upon the exercise of warrants. Management estimates that it utilized $53,200 per month in working capital on operations for the six months ended April 30, 2013, compared to the approximate $64,400 per month expended during the six month period ended April 30, 2012.

 

Plan of Operation

 

Our independent registered public accounting firm has included an explanatory paragraph in its report on the financial statements for the year ended October 31, 2012 which raises substantial doubt about our ability to continue as a going concern.

 

The Company is in the process of identifying 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 is 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. There can be no assurances that our efforts will be successful or that the Company will be able to raise sufficient capital to implement our plans or to continue operations.

 

In April 2012, the Company commenced the production phase of its MIT 1000 Rapid Microbial Identification System with its Hawthorne, California-based manufacturing partner. The first of twenty Systems were received in July 2012, with three additional Systems received in November 2012. The Company participated in several food safety conferences during 2012 and brought significant attention to its MIT 1000 which has led to follow-up contacts from several high profile laboratories and research institutes. The Company continues to develop promotional materials and enhance its website with a view toward generating sales in the near future.

 

During the latter part of 2008, the Company appointed an exclusive distributor to sell our MIT products in Taiwan and China. The Company has entered into similar arrangements with five other companies granting distribution rights in Turkey, Bulgaria, the United Kingdom, Ireland, Puerto Rico and the Caribbean. In October 2009, the Company entered into a distribution agreement with a Biotek Sdn Bhd, a Malaysian distributor of research and scientific products for the Association of Southeast Asian Nations (ASEAN) (namely Malaysia, Singapore, Thailand, Brunei, Indonesia, Philippines, Vietnam, Cambodia, Laos and Myanmar). All of our distribution agreements remain in effect at this time.

The Company is in the process of developing and marketing and sales strategies with these and other future distributors which the Company believes will assist in generating sales revenues in the near future.

 

In April 2012, the Company submitted applications to the Association of Advanced Communities Research Institute (AOAC RI) for Performance Test Method Certification for the MIT 1000 System’s for accurate bacterial identifications of the pathogens E. coli and Salmonella. In June 2009, the Company received AOAC RI Certification for the identification of the Listeria bacteria species, a rare but lethal food-borne infection. When certified for certification for the two additional pathogenic bacteria identification processes, the Company’s System will have the proven capability of identifying over 90 percent of all bacteria-causing, food-related illnesses.

 

In the opinion of management, available funds and funds anticipated from forthcoming loans and equity sales are expected to satisfy our working capital requirements through May 2013. However, no assurances can be given that the Company will secure additional financing or revenues in a timely manner, if at all, or that such funds would be sufficient to achieve our intended business objectives.

 

 

The Company 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 the Company 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 the Company is 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 the Company is not successful in obtaining financing for future developments, whether in the form of loans, licenses or equity transactions, it is unlikely that the Company will have sufficient cash to continue to conduct operations, particularly research and development programs, as currently planned. The Company believes that in order to raise needed capital, the Company 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 the Company can obtain additional working capital through the sale of common stock or other securities, the issuance of indebtedness or otherwise or on terms acceptable to us. Further, no assurances can be given that any such equity financing will not result in a further substantial dilution to the existing stockholders or will be on terms satisfactory to us.

 

Item 3.         Controls and Procedures

 

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

 

In addition, based on that evaluation, there has been no change in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.          Legal Proceedings

 

On May 16, 2012, Alpine MIT Partners, LLC (Plaintiffs) filed a civil action against the Company and its Chairman and Chief Executive Officer, Jeffrey G. Nunez, (collectively, the Company), in the Texas District Court, Travis County. Plaintiffs alleged breach of contract and civil conspiracy, as well as tortious interference with contractual relations and prospective business relations. The lawsuit alleges that the Company breached certain provisions of a March 7, 2012 Securities Purchase Agreement the Company executed with the Plaintiff to sell up to $2.0 million of 7% Senior Secured five-year Convertible Debentures convertible into shares of common stock at a conversion rate of $.003 per share. The purchase and sale of the first $1.0 million Debenture was scheduled to close on or before April 6, 2012 and was subject to, among other things, Alpine closing the necessary equity funding to consummate the transactions. No money was ever received by the Company from Alpine.

 

 

The lawsuit also suggests that the Company’s Chairman and Chief Executive Officer, Jeffrey G. Nunez, has a history of regulatory and securities law violations. The Company’s Board of Directors has researched the matter and understands that in January 2004, Mr. Nunez was requested by the NASD to appear and provide testimony pursuant to NASD Rule 8210. Mr. Nunez did not appear, but agreed not to associate in any capacity, in the future, with NASD member firms. The Company’s Board of Directors believes this to be of no consequence with respect to Mr. Nunez’ qualifications to serve as a board member and chief executive officer of the Company.

 

At a hearing on March 7, 2013, the court dismissed the lawsuit against the Company upholding its motion that the Texas court had no jurisdiction over the matter.

 

On January 10, 2013, the Company learned that Plaintiffs had filed a lien against the Company’s patents on May 8, 2012 with the California Secretary of State under the Uniform Commercial Code. On or about January 29, 2013, the Company filed suit against Alpine MIT Partners, LLC in the Orange County, California Superior Court alleging, among other claims, that the UCC filing is unauthorized. The lawsuit also names the managing director and managing member of Alpine as Defendants and alleges that they made false promises, intentional misrepresentations and breached the contract which is the subject of the Texas suit. The Company is seeking damages of $1.6 million.

 

Item 2.          Changes in Securities

 

On November 29, 2012, the Company issued 200,000 shares of common stock to Gregg Newhuis, a Director of the Company, for proceeds of $100,000, or $0.50 per share.

 

On January 11, 2013, a major stockholder of the Company exercised a warrant to purchase 40,000 shares of common stock at $1.00 per share and the Company received $40,000 pursuant to the exercise.

 

On January 11, 2013, the Company’s Chief Financial Officer, Victor Hollander, purchased 3,333 shares of Common Stock for proceeds of $5,000, or $1.50 per share.

 

On January 16, 2013, the Company issued 8,000 shares of common stock in payment for legal services rendered valued at $12,000.

 

On February 22, 2013, the Company issued an additional 8,000 shares of common stock to legal counsel for services rendered in the sum of $8,400.

 

Between February 6, 2013 and April 3, 2013, the Company issued 211,764 to a major stockholder for proceeds of $180,000, or $0.85 per share.

 

On April 26, 2013, the Company issued 435 and 196 shares of common stock to Jeffrey Nunez at $1.63 and $1.45 per share, respectively, in partial payment of a transaction fee due him pursuant to an April 2012 agreement whereby he received a 5% transaction fee on all monies received by the Company. See also Note 11 – “Securities Transactions – Common Stock Issued in Private Placement Transactions.”

 

Item 3.          Omitted as not applicable.

 

 

Item 4.          Submission of Matters to a Vote of Security Holders

 

On February 8, 2013, pursuant to a Written Consent of a Majority of Shareholders, the Company voted to amend its Articles of Incorporation to:

 

●

Decrease the authorized number of Common Stock of the Company from 2.5 billion to 25 million shares; and

●

Effect a 500-to-1 reverse split of all classes of its issued and outstanding shares of stock such that the following classes of shares would be reconstituted as of February 8, 2013 as follows:

 

		NUMBER OF SHARES ISSUED AND OUTSTANDING
TITLE OF SECURITIES		PRE-REVERSE SPLIT				POST-REVERSE SPLIT
Common Stock			2,397,818,199				4,795,636
Class B Common Stock			None				None
Convertible Preferred Stock			2,600,000				5,200
Preferred Stock			None				None

 

The total number of shares of common stock outstanding and entitled to vote on February 8, 2013 was 2,397,818,199 (each carrying one [l] vote per share), of which 1,630,849,811 common stock shares voted, with 68.01% shares voting in favor of and approving the amendment. The total number of shares of Convertible Preferred Stock outstanding and entitled to vote is 1,668,371 (each carrying one [1] vote per share), of which 6,663 shares voted, all in favor of and approving the amendment. The total number of shares voting in favor of the amendment equaled or exceeded the voting required for all classes entitled to vote, which percentage vote required was more than fifty percent (50%) of the outstanding shares entitled to vote.

 

Item 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 *
101**		Interactive Data Files of Financial Statements and Notes formatted in Extensible Business Reporting Language (XBRL).

 

* Filed herewith

 

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Exchange Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

(b)

Reports on Form 8-K.

 

None.

 

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: June 10, 2013	MICRO IMAGING TECHNOLOGY, INC.
	By	/S/ Victor A. Hollander
		Victor A. Hollander
		(Chief Financial Officer with
		responsibility to sign on behalf of Registrant as a
		duly authorized officer and principal financial officer)