10-K 1 f10k2011_mit.htm 2011 ANNUAL YEAR END REPORT f10k2011_mit.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K

(Mark One) 
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended:  September 30, 2011

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 000-31469
 
Medical International Technology, Inc.
(Exact name of registrant as specified in its charter)
 
 Colorado
 
 84-1509950
 (State or other jurisdiction of incorporation or organization)
 
 (I.R.S. Employer Identification No.)
 

1872 Beaulac, Ville Saint-Laurent
Montreal, Quebec, Canada HR4 2E9
 (Address of principal executive offices)(Zip Code)
 
Registrant’s telephone number, including area code: (514) 339-9355

Securities registered pursuant Section 12(b) of the Act:
   
Title of each class:
Name of each exchange on which registered:
None
None
 
Securities registered pursuant Section 12(g) of the Act:
Common Stock, par value $.001
(Title of class)

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ
 
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 þ     No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No þ
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
 
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. (
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company þ
                                                 (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 Act).  Yes o     No þ
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 31, 2011 is approximately $2,888,121 (based on its reported last sale price by the OTC Bulletin Board).

The number of shares outstanding of the registrant’s common stock as of December 29, 2011 was 79,270,627

Documents Incorporated By Reference: None 
 
 
 

 
 
 
Table of Contents
  

       
  PAGE
   
PART I
   
ITEM 1.
 
Business
 
  3
ITEM 1A.
 
Risk Factors
 
  5
ITEM 1.B
 
Unresolved Staff Comments
    5
ITEM 2.
 
Properties
 
  5
ITEM 3.
 
Legal Proceedings
 
  5
ITEM 4.
 
(Removed and Reserved)
 
  6
         
   
PART II
   
ITEM 5.
 
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
  6
ITEM 6.
 
Selected Financial Data
 
  7
ITEM 7.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operation
 
  7
ITEM 7A.
 
Quantitative and Qualitative Disclosures About Market Risk
 
  11
ITEM 8.
 
Financial Statements and Supplementary Data
 
  11
ITEM 9.
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
  25
ITEM 9 A.
 
Controls and Procedures
 
  25
ITEM 9B.
 
Other Information
    25
         
   
PART III
   
ITEM 10.
 
Directors, Executive Officers and Corporate Governance
 
  26
ITEM 11.
 
Executive Compensation
 
  27
ITEM 12.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
  28
ITEM 13.
 
Certain Relationships and Related Transactions, and Director Independence
 
  28
ITEM 14.
 
Principal Accounting Fees and Services
 
  29
         
   
PART IV
   
ITEM 15.
 
Exhibits, Financial Statement Schedules
 
  30
SIGNATURES
       
 
CAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public.  Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.  Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
 
 
2

 
 
PART I
 
 
Item 1. Business
  
Medical International Technology, Inc. (“MIT” or the “Company”)) is based in Montreal, Canada.  We specialize in production, marketing and the sale of needle-free jet injector products designed for humans and animals, for single and mass injections. Needle-free jet injector technology and products provide advantages over traditional needle injection techniques and products, including; efficiency, handling security, biological waste elimination, and patient stress reduction.
  
The Company concentrates its activities in the medical and para-medical sectors, in particular, in the field of medical devices. Our strategy is to build a market for its different products and establish strategic alliances with different pharmaceutical companies, medical devices distributors and manufacturers to ensure good distribution channels for its products.

The benefits of needle-free injection compared to needle injection, in particular with respect to the features of our products, can be summarized as follows:
 
1.  
Less tissue damage and less painful;
2.  
Simple, fast and effective;
3.  
Precise, reliable and safe;
4.  
Good absorption of liquids;
5.  
Prevents stress from traditional needle syringes and infections from contaminated needles;
6.  
Friendly to the environment (no biological waste);
7.  
Affordable and economical; and
8.  
Efficient use of medication used.

History
 
We were incorporated in the State of Colorado on July 19, 1999.  We had three wholly-owned subsidiaries, Medical International Technologies (MIT Canada) Inc. a Canadian company, acquired in June 2002, 3567940 Canada inc. a Canadian company, acquired in June 2002 and merged with MIT Canada Inc. For the past 2 years 3567940 Canada inc. had no activities, no assets and no Liabilities, in August of 2011 the company has been dissolved.  As for ScanView, a Canadian company, acquired in June 2007, had no activities for the past 2 years.

On May 6, 2009, we entered into a joint venture agreement (the “Joint Venture Agreement”) with Jiangsu Hualan Biotechnology Ltd. (China) (“Jiangsu Hualan”). Pursuant to the Joint Venture Agreement, the parties established a joint venture company, Jiangsu Hualan MIT Medical Technology (MIT China) Ltd. (“MIT China” or the “Joint Venture”), focusing on research, production and sales of medical equipments, import and export of medical equipments and components products, especially Needle-Free Jet Injector products. The total investment by the Joint Venture amounted to $2,000,000, and the registered capital amounted to $1,400,000. We invested $686,000, representing 49% of the registered capital, to the Joint Venture, including $280,000 as technology contribution and $406,000 in cash.

Since its inception the joint venture “MIT China” has been diligently marketing, promoting and selling all the Med-Jet and Agro-Jet products to the Chinese market, during the fiscal year ending September 30, 2011, MIT Canada trained MIT China employees to assemble and control the quality of the final product to its customers.

During fiscal year 2010 MIT China started their first clinical trial required towards obtaining the Chinese SFDA. The second and final trial was completed successfully also during the same fiscal year, MIT China received the final report from the two hospitals involved in the trial. At the start of fiscal year 2011 MIT China submitted the completed report to the Chinese SFDA authorities for final approval and issuance of the official licence to sell MIT Med-Jets.

On February 2011 MIT China received its official certification from the Chinese SFDA authorities to sell the MED-JET® products, in September 2011 MIT China received also received the price index for the Province of Jiangsu allowing our Med-Jet products to be sold in all Jiangsu Hospitals and clinics. MIT China is working hard towards obtaining other price index across all Chinese provinces during fiscal 2012 and 2013.

During the third quarter of fiscal year 2011 MIT China purchased 151,000 SQ FT. of land and began construction of their first building in Taizhou (China Medical City). This first building of 40,000 SQ FT. when finalised will be used for the production of injectors for the Chinese market only. The construction is expected to be completed during the last quarter of 2012.
 
 
3

 
 
Products
 
Animal Sector:
 
We market several models of Agro-Jet Needle-Free injectors. The AGRO-JET Model MIT II, MIT III, MIT VI and MIT X. MIT included in their marketing effort the new Avian –Jet during the last quarter of 2011.The AGRO-JET technology is a low pressure, high performance, semi-automatic needle-free injector intended for the general use of the livestock market. The Models MIT II and MIT III is intended to target piglets of up to 20Kg. Piglets are one of the largest markets in the animal sector, because these animals require a large number of injections during their growth.
 
The Agro-Jet Models MIT VI and X is a product intended for pigs larger then 20Kg such as swine, veal, cattle, beef, sheep, equine and other livestock.
  
Human Sector:
 
MED-JET Model H-III intended for the mass vaccination of humans, and the Model MED-JET-MBX intended for all clinical dermatology, cosmetics procedures, plastic surgery, general practice and routine procedures in clinic and hospitals. We have received Health Canada, European Certification, ISO 9001, and ISO 13485.  We have also obtained SFDA (Chinese Certification) and the Russian FDA approval, and will do our best efforts to obtain U.S. FDA approval during 2012. We are marketing and selling our MED-JET in clinics in Canada and a few other countries and intend to market and sell it in many other markets during 2012.
 
MED-JET –P-I is intended for use in the human sector, targeting hospitals, clinics and individuals who must inject medications at home (diabetics and others). Our needle-free injection technology, for humans and for animals, allows for painless injections and reduces the damage to skin and tissues, especially for people who must inject themselves frequently, such as:
 
·  
Diabetics
·  
Allergy Injections
·  
Vitamin Injections
·  
Growth Hormone Injections
·  
Antibiotic Injections
·  
Birth Control or Impotence Injections
·  
Vaccines for Children
·  
Antidote Vaccines for bee stings or snake bites, for example
·  
Other neuroplegics

We will analyze and plan for the diabetics market in fiscal year 2012. A secondary market will be the allergy market. We are currently unable to access many of the geographic markets due to the need for additional regulatory approvals in the localities for the various applications. We will continue selling in the markets where our products are currently approved and continue our efforts in localities where approvals are pending.

Marketing and Distribution
 
We promote and sell products in over 30 countries including the United States of America.  The Company is exerting every effort and using its resources to promote its products and to open markets for its technology. As we continue to market our products, we are gaining broader acceptance for our low pressure needle-free injection technology.

The Company has adopted an approach with potential distributors; whereby, new distributors are allowed twelve months with guaranteed minimum quantities in order to test the market for the AGRO-JET. We are then able to better evaluate potential distributors before signing long term distribution agreements with them. Where the Company may experience difficulties with distributors meeting their purchasing schedules, we work with these distributors to assist them in developing their respective markets.
 
Doctors, nurses and technicians have been using the MED-JET-MBX with excellent results anesthetizing patients who receive medical treatments which involve multiple injections such as for Hyperhidrosis (excessive sweating of the hands, feet and under arms) and BOTOX ® injections and many other injectables.
 
The MED-JET eliminates the risk of accidental sticks to health care professionals and creates a safer workplace. Other advantages include its light weight (0.5 kg) and excellent medication absorption rate. Additionally, the system has the ability to increase or decrease the volume and pressure of injection. This technology is unique to the MED-JET and AGRO-JET injectors. The system is designed to allow for the injection of up to 600 injections an hour.
 
The MED-JET has patent protection and is approved for use in human medicine in Canada, Europe and other countries.

Hyperhidrosis is the medical term for excessive sweating. Millions of people worldwide suffer from this condition. Our needle free injection was chosen for testing in a study regarding the treatment of Hyperhidrosis. Dr. Antranik Benohanian MD, FRCPC Dermatologist at Saint Luc Hospital of The Montreal University Hospital Center, has been using the MED-JET MBX for several months for the treatment of Hyperhidrosis. In addition to the underarms, Hyprehidrosis often occurs in the palms, soles of the feet and even the face. Currently, treatments typically carried out by needle injections that must be repeated every 4-6 months, in excessive pain to patients. Many patients are reluctant to receive multiple injections in their hand and their face due to the pain associated with traditional needle injections. Physicians in around the world are using the MED-JET for many other treatments as well.
 
 
4

 
 
Few publications based on Dr. Benohanian clinical work using MIT Med-Jet have been issued in major associations, the American Academy of Dermatology, the British Journal of Dermatology. These publications have helped provide strong evidence that the MED-JET Products from Medical International Technology Inc., are approved and being used in Clinics and Hospitals in many countries.
 
Doctors in Montreal are also using the MED-JET Model MBX and the MED-JET-H-II for injections of lidocaine, botox and cortisone for different treatment, in dermatology, minor surgery, phisiatric and other treatments.

Our MED-JET ® MBX injector helps reduce treatment time to the doctors, pain and discomfort to patient’s in these sensitive areas of the body that is caused by traditional needle injections. In addition, MIT’s needle free injector results in a less severe puncture since it has a volume of 0.02cc, up to 0.3cc. It is important to be able to increase or decrease the volume and pressure of injection, based on the comfort level of the patient. This technology is unique to all of our MED-JET injectors. 
  
Patents and Trademarks
 
We have obtained trademark registration in the United States on the use of AGRO-JET (Reg. No. 2,712,089) and MED-JET (Reg. No. 2,798,613).
 
Regulation and Approvals
 
We manufacture and sell products that may require various approvals by government agencies in the locals in which they are used. These regulations or approvals vary greatly depending upon the way our products are used. We may not have the required approvals for various applications of our products in those localities. We continue to seek approvals for various applications of our products but the costs associated with achieving such approvals may exceed our available resources or be commercially impracticable.
 
We have received full certification for our Quality Management System granted under the International Organization for Standardization's ISO: 9001:2000. This includes Certification for the “Canadian Medical Device Conformity Assessment System” (CMDCAS), for devices to be licensed by Health Canada. The company plans to aggressively market the MED-JET for human use for mass-inoculation. The company feels that Canada and other world markets can benefit greatly from the MED-JET. By using the MED-JET, health officials have an alternative delivery method that is safer and faster than the traditional needle. These certifications allow us to market the Med-Jet Needle-Free injector for human use in all countries other than the United States, at this point. The Med-Jet injector will be re submitted for FDA approval, which, if accepted, will allow us to sell the Med-Jet in the United States, making it a truly worldwide system.  The approval process for the U.S. FDA is expensive and may take an extended period of time. We will target for 2012 and 2013 the actual MED-JET products to receive approval from the FDA.
 
Employees
 
Currently, the company has three employees and three consultants. As our operations are expanded additional employees will be required.

Item1A. Risk Factors
 
We are not required to provide this information as we are a smaller reporting company.

Item 1B.  Unresolved Staff Comments

We are not required to provide this information as we are a smaller reporting company.
 
Item 2. Properties
 
We currently lease our office under an operating lease that will expire on December 31, 2014. This office is a 7,200 square foot industrial facility in Montreal, Canada. Facilities include various machine tools and test systems for prototyping and light production. The annual lease expense for the facilities for the year ending September 30, 2011 was approximately $49,382.
 
Item 3. Legal Proceedings
 
From time to time, the Company is named in legal actions in the normal course of business. In the opinion of management, the outcome of these matters, if any, will not have a material impact on the financial condition or results of operations of the Company.

 
5

 
We are currently involved in litigation with one of our distributors over a contract termination clause in which we plan to vigorously defend.  We do not believe this matter will have a material adverse effect on our financial condition or results of operations.
 
Item 4. (Removed and Reserved)
  
PART II

Item 5. Market for Common Equity and Related Stockholder Matters
 
Market Information
 
Our common stock is currently listed on the OTCBB under the symbol “MDLH.”  As of the date of this Report, 79,090,627 shares of our common stock were issued and outstanding.

Of the 79,090,627 shares of our common stock issued and outstanding, [64,927,074] of such shares are restricted shares.  None of these restricted shares are eligible for resale absent registration or an exemption from registration.

Price Range of Common Stock

The following table sets forth the high and low trade information for our common stock for each quarter for the previous two years. The prices reflect inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.
 
   
High
   
Low
 
Fiscal Year 2010
           
   First quarter ended December 31, 2009
 
$
.16
   
$
.06
 
   Second quarter ended March 31, 2010
 
$
.55
   
$
.12
 
   Third quarter ended June 30, 2010
 
$
.17
   
$
.05
 
   Fourth quarter ended September 30, 2010
 
$
.12
   
$
.05
 
                 
Fiscal Year 2011
           
   First quarter ended December 31, 2010
 
$
.10
   
$
.06
 
   Second quarter ended March 31, 2011
 
$
.23
   
$
.09
 
   Third quarter ended June 30, 2011
 
$
.17
   
$
.09
 
   Fourth quarter ended September 30, 2011
 
$
.12
   
$
.07
 
   
               
 
Holders

As of the date of this Report there were approximately 93 holders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.
 
Dividend Policy
 
We have not paid a cash dividend on its common stock in the past 12 months. The company does not anticipate paying any cash dividends on its common stock in the next 12-month period.  Management anticipates that earnings, if any, will be retained to fund the company's working capital needs and the expansion of its business.  The payment of any dividends is at the discretion of the Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth certain information as of the date hereof, with respect to compensation plans under which our equity securities are authorized for issuance:
 
   
(a)
 
(b)
 
(c)
   
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
Weighted-average exercise price of outstanding options, warrants and rights
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
             
 
Equity compensation
None
       
 
Plans approved by
         
 
Security holders
         
             
 
Equity compensation
None
       
 
Plans not approved
         
 
By security holders
         
 
Total
         
 
 
6

 
 
Item 6. Selected Financial Data

We are not required to provide the information required by this Item because we are a smaller reporting company.

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview
 
Medical International Technology, Inc. is based in Montreal, Canada; specializing in production, marketing and sale of needle-free jet injector products designed for humans and animals, for single and mass injections. Needle-free jet injector technology and products provide advantages over traditional needle injection techniques and products, including; efficiency, handling security, biological waste elimination, and patient stress reduction.

The Company’s major source of revenues is from sales. The company has maintained operations from these revenues and through equity and debt financing. The company has been dependent on advances from related parties to maintain operations. There are no agreements, assurances or commitments to continue providing these advances. Products are currently developed, assembled and shipped from our facility. Component manufacturing is subcontracted to various suppliers and machine shops.

On May 21, 2009 MIT signed a Joint Venture Agreement with the largest manufacturer of rubber stopper in China supplying to most of the Pharmaceutical Corporation MIT has also received an initial order of 120 Agro-Jet® for vaccination of livestock and poultry from the joint venture. The name of the joint venture company is “Jiangsu Hualan MIT Medical Technology (MIT China) Ltd” and it is located in Taizhou city in the Jiangsu province. This prime location supported by the central government, recently being named by the Central Chinese government as “China Medical City” and become one of the most important medical cities in China through the relocation of the pharmaceutical and medical devices corporations. MIT Canada/USA has 49% equity in “Jiangsu Hualan MIT Medical Technology (MIT China) Ltd.” The total investment by both parties is $1.4 million dollars.

MIT China received all the legal documents pertaining to the licenses for the manufacturing of some of MIT Canada products and has started assembling the Agro-Jet models in September 2009 for the sales to the Chinese market. MIT Canada will continue to produce and supply most of the components for the joint venture. Our plan is to implement step by step the assembly and production of all our models for the Human “MED-JET” and Animal “AGRO-JET” needle-free technologies.

During fiscal year 2010 MIT China started their first clinical trial required towards obtaining the Chinese SFDA. The second and final trial was completed successfully also during the same fiscal year, MIT China received the final report from the two hospitals involved in the trial. At the start of fiscal year 2011 MIT China submitted the completed report to the Chinese SFDA authorities for final approval and issuance of the official licence to sell MIT Med-Jets.

On February 2011 MIT China received its official certification from the Chinese SFDA authorities to sell the MED-JET® products, in September 2011 MIT China received also received the price index for the Province of Jiangsu allowing our Med-Jet products to be sold in all Jiangsu Hospitals and clinics. MIT China is working hard towards obtaining other price index across all Chinese provinces during fiscal 2012 and 2013.

During the third quarter of fiscal year 2011 MIT China purchased 151,000 SQ FT. of land and began construction of their first building in Taizhou (China Medical City). This first building of 40,000 SQ FT. when finalised will be used for the production of injectors for the Chinese market only. The construction is expected to be completed during the last quarter of 2012.

The Company is pleased to continue providing a safe and effective means to help prevent the spread of deadly diseases to both humans and animals through the use of the Med-Jet® and Agro-Jet® needle-free injection system.
 
 
7

 
 
Management Plan of Operations

Medical International Technology's intends to concentrate its activities in the medical and veterinary sectors, in particular, in the field of equipment and instrumentation. The company's strategy is to build good, reliable and cost effective products, seek and establish strategic alliances with different pharmaceutical companies and manufacturers to ensure good distribution channels for its products.

MIT promotes and sells products in over 30 countries including the United States of America. MIT is exerting every effort and using its resources to promote its products and to open markets for its technology. As we continue to market our products, we hope to gain broader acceptance of the needle-free injection technology. MIT is continually researching and developing its products to the market needs.

We will continue to seek additional funding to expand operations and develop sales revenue to a volume sufficient to sustain operations.

Results of Operations

Comparison for the year ended September 30, 2011 to the year ended September 30, 2010
 
The following table presents the statement of operations for the year ended September 30, 2011 as compared to the comparable period of the year ended September 30, 2010. The discussion following the table is based on these results.

   
Years Ended September 30,
 
   
2011
   
2010
 
             
Revenues
 
$
437,378
   
$
510,893
 
Cost of sales
   
200,848
     
228,408
 
Gross profit
   
236,533
     
282,485
 
                 
Operating expenses
               
                 
    Selling, general and administrative expenses
   
702,169
     
1,066,293
 
           Total operating expenses
   
702,169
     
1,066,293
 
Operating income (loss)
   
(465,636)
     
(783,808
)
                 
Other:
               
    Equity earnings (loss) on MIT China Joint Venture
   
(130,762
)
   
(88,681
)
    Amortization non-refundable Distribution Rights Deposit
   
-
     
130,000
 
    Interest expense
   
(47,041
)
   
(8,620
)
          Total other income (expense)
   
(177,803)
     
32,699
 
                 
Income (loss) before provision for income taxes
   
(634,439
)
   
(751,109
)
                 
Net loss
 
$
(643,439)
   
$
(751,109
)
 
Revenues

The company’s consolidated revenues decreased by $73,515 or 14.4% to $437,378 during the fiscal year ending September 30, 2011. This slight reduction in sales was primarily due to the market situation in general.

Cost of Sales

The cost of sales decreased slightly by $27,560 in 2011. This slight decrease was related to our marketing and selling initiatives in the selected niche markets.

Gross Profit

The gross profit decreased by 16.26% for the year ending September 30, 2011, This decrease is due primarily to the marketing and selling initiatives in the selected niche markets that have secured our monthly sales.

 
8

 
 
Operating Expenses

Selling, general and administrative expenses decreased from approximately $364,124 to $702,169.

Comparison for the year ended September 30, 2010 to the year ended September 30, 2009
 
The following table presents the statement of operations for the year ended September 30, 2010 as compared to the comparable period of the year ended September 30, 2009. The discussion following the table is based on these results.

   
Years Ended September 30,
 
   
2010
   
2009
 
             
Revenues
 
$
640,893
   
$
656,477
 
Cost of sales
   
228,408
     
228,334
 
Gross profit
   
412,485
     
428,143
 
                 
Operating expenses
               
    Research and development costs
   
-
     
1,981,104
 
    Selling, general and administrative expenses
   
1,066,293
     
778,364
 
           Total operating expenses
   
1,066,293
     
2,759,468
 
Operating income (loss)
   
(653,808
)
   
(2,331,325
)
                 
Other income (expense):
               
    Equity earnings (loss) on MIT China Joint Venture
   
(88,681
)
   
-
 
    Interest income
   
-
     
956
 
    Interest expense
   
(8,620
)
   
(3,841
)
          Total other income (expense)
   
(97,301
)
   
(2,885
)
                 
Income (loss) before provision for income taxes
   
(751,109
)
   
(2,334,210
)
                 
Net loss
 
$
(751,109
)
 
$
(2,334,210
)
 
Revenues

The company’s consolidated revenuedecreased by $15,584 or 0.02% to $640,893 during the fiscal year ending September 30, 2010. This slight reduction in sales was primarily due to the market situation in general.

Cost of Sales

The cost of sales increased slightly by $74 in 2010. This slight increase was related to our marketing and selling initiatives in the selected niche markets.

Gross Profit

The gross profit decreased by 3.65% for the year ending September 30, 2010, This decrease is due primarily to the marketing and selling initiatives in the selected niche markets that have secured our monthly sales.

Operating Expenses

Selling, general and administrative expenses increased by approximately $287,929 to $1,066,293. This increase stemmed primarily from the costs related to the production, investment in moulds and marketing initiatives in the various business segments.

Net Loss

The company’s net loss decreased to $751,109 from $2,334,210, due to the fact that during the third quarter ended June 30, 2010, the Company received notification from Idee that the board of directors of Idee had agreed to terminate the agreement and release the Company of its obligations due of $3,403,982.

 
9

 
 
Liquidity and Capital Resources

During the fiscal year ending September 30, 2011 the Company’s cash position decreased by $15,827. Net cash used by operating activities was $585,863, resulting primarily from accounts payable, accrued liabilities and inventories.  Net cash provided by financing activities was $954,943, resulting primarily from the issuance of stock in private placements netting cash proceeds of $772,572.  Net cash used by investing activities was $398,116 resulting primarily from the acquisition of Tooling and machinery of 363,379.  The effect of exchange rates on cash during fiscal 2011 resulted in an increase in cash value of $13,209.

During the fiscal year ending September 30, 2010 the Company’s cash position decreased by $50,745. Net cash used by operating activities was $3,014,516, resulting primarily from increases in related party payables and common stock issued for services.  Net cash provided by financing activities was $2,813,706, resulting primarily from the issuance of stock in private placements netting cash proceeds of $346,004 and reduction in amounts due to related parties of 3,153,696.  Net cash used by investing activities was $20,910.  The effect of exchange rates on cash during fiscal 2010 resulted in a decrease in cash value of $230,645.

The Company has reported a negative working capital position of $41,075,553 and has accumulated operation losses since inception of $13,062,171, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of creditors and stockholders and upon obtaining the capital requirements for the continuing operations of the Company. Management believes actions planned and presently being taken provides the opportunity for the Company to continue as a going concern.

During the year ended September 30, 2011, the Company issued 12,830,332 shares of common stock in connection with private placements, debt reductions and for services. The Company issued 5,163,332 shares at $0.10 per share for total proceeds of $517,081, 365,000 shares were issued at $0.10 per share for total debt reductions of $36,500, and 7,302,000 shares were issued at $.0138 per share for services rendered of $100,921. The private placement proceeds were used to provide additional working capital.
 
The Company expects that revenues from existing and developing sales may not meet its liquidity requirements for the next 12-month period at its current level of operations. The company has been dependent on advances from related parties to maintain operations. There are no agreements, assurances or commitments to continue providing these advances. The company continues to rely on management to develop the business and work to develop sales. Management has and may continue to supplement cash flows from sales with additional equity and debt financing. Substantially, expanded operations are expected to require additional capital, either from a future offering of equity or the company pursuing other methods of financing, as appropriate.
 
Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Critical Accounting Policies
 
The accompanying discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and all available information. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. US GAAP requires us to make estimates and judgments in several areas, including those related to recording various accruals, income taxes, the useful lives of long-lived assets, such as property and equipment and intangible assets, and potential losses from contingencies and litigation. We believe the policies discussed below are the most critical to our financial statements because they are affected significantly by management’s judgments, assumptions and estimates.

Foreign Currency Translations
 
The Company operates out of its offices in Montreal, Canada and maintains its books and records in Canadian Dollars. The financial statements herein have been converted into U.S. Dollars. Balance sheet accounts have been translated at exchange rates in effect at the end of the year.   Income statement accounts have been translated at average exchange rates for the year. Translation gains and losses are included as a separate component of stockholders’ equity.

New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that revises the manner in which entities present comprehensive income in their financial statements. The guidance requires entities to report comprehensive income in either a single, continuous statement or two separate but consecutive statements. This guidance will become effective for fiscal years beginning after December 15, 2011; however, we have early adopted this guidance as of the end of our fiscal 2011 reporting period as permitted by the guidance. The adoption of this new guidance had no impact on our consolidated financial condition and results of operations.
 
 
10

 
 
In May 2011, the FASB issued authoritative guidance to amend the fair value measurement and disclosure requirements. The guidance requires the disclosure of quantitative information about unobservable inputs used, a description of the valuation processes used and a qualitative discussion around the sensitivity of the measurements. The guidance will become effective for the Company at the beginning of our second quarter of fiscal 2012. We expect adoption to have no impact on our consolidated financial condition and results of operations. 
 
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

We are not required to provide the information required by this Item because we are a smaller reporting company.

Item 8. Financial Statements and Supplementary Data
 
 
 
Medical International Technology, Inc.
 
Financial Statements
 
Contents
 
 
Page 
Report of Independent Registered Public Accounting Firm
16
Financial Statements
 
Consolidated Balance Sheet
17
Consolidated Statements of Operations
18
Consolidated Statements of Comprehensive Loss
19
Consolidated Statement of Stockholders’ (Deficit)
20
Consolidated Statements of Cash Flows
21
Notes to Consolidated Financial Statements
22
   



 
11

 
 
Report of Independent Registered Public Accounting Firm
 


To The Board of Directors and Stockholders of
Medical International Technology, Inc.

We have audited the accompanying consolidated balance sheets of Medical International Technology, Inc. and subsidiaries as of September 30, 2011 and 2010, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the 2011 and 2010 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Medical International Technology, Inc. and subsidiaries as of September 30, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency. Those conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ PS STEPHENSON & CO., P.C.
 

Wharton, Texas
December 22, 2011

 
 
12

 


 
MEDICAL INTERNATIONAL TECHNOLOGY
CONSOLIDATED BALANCE SHEETS
 

 
   
September 30,
 
   
2011
 
2010
 
Assets
     
             
Current assets
       
  Cash and cash equivalents
 
$
10,889
   
$
26,716
 
  Accounts receivable
   
48,349
     
12,809
 
  Inventories
   
322,906
     
224,223
 
                 
  Prepaid expenses
   
18,820
     
20,200
 
    Total current assets
   
400,964
     
238,948
 
Property and Equipment
         
  Tooling and machinery
   
678,918
     
301,995
 
  Furniture and office equipment
   
147,950
     
141,600
 
  Leasehold improvements
   
30,438
     
29,132
 
    Total property and equipment
   
857,306
     
427,727
 
Less accumulated depreciation
   
(502,782
)
   
(451,779
)
     Total property and equipment, net
   
354,524
     
20,948
 
                 
Patents (net of accumulated amortization of $9,412 and $4,372)
   
23,781
     
14,834
 
 
Investment in MIT China Joint Venture
   
     242,056
     
        348,434
 
     Total assets
 
$
1,021,325
   
$
668,164
 
                 
Liabilities and Stockholder's Equity (Deficit)
 
                 
Current liabilities
         
  Bank line
 
$
31,167
   
$
-
 
  Deferred income
   
1,083,317
     
1,078,009
 
  Accounts payable and accrued expenses
   
209,310
     
312,303
 
  Amounts due to related parties
   
152,723
     
178,767
 
     Total current liabilities
   
1,476,517
     
1,569,079
 
Long-Term Debts
   
177,247
     
-
 
     Total liabilities
   
1,653,764
     
1,569,079
 
                 
Stockholder's Equity (Deficit)
       
Preferred stock, $.0001 par value; 3,000,000 shares authorized;
 
    No issued and outstanding shares.
   
-
     
-
 
Common stock, $.0001 par value; 100,000,000 shares authorized;
 
    79,090,627 and  66,260,295  issued and outstanding, respectively
   
7,909
     
6,626
 
Additional paid-in capital
   
12,804,206
     
11,931,996
 
  Accumulated deficit
   
(13,062,171
)
   
   (12,418,732
)
  Other comprehensive income (loss)
   
(382,381
)
   
(420,805
)
     Total Stockholder's Equity (Deficit)
   
(632,439
)    
(900,915
)
                 
     Total Liabilities and Stockholder's Equity (Deficit)
 
$
1,021,325
   
$
668,164
 

The accompanying notes are an integral part of these consolidated financial statements. 
 
 
13

 
 
 

 
MEDICAL INTERNATIONAL TECHNOLOGY
CONSOLIDATED STATEMENTS OF OPERATIONS
 


   
Years Ended September 30,
 
   
2011
   
2010
 
             
             
Revenues
 
$
437,378
   
$
510,893
 
Cost of sales
   
200,845
     
228,408
 
Gross profit
   
236,533
     
282,485
 
                 
Operating expenses
               
    Selling, general and administrative expenses
   
702,169
     
1,066,293
 
           Total operating expenses
   
702,169
     
1,066,293
 
Operating income (loss)
   
(465,636
)
   
(783,808
)
                 
Other
               
    Equity earnings (loss) on MIT China Joint Venture
   
(130,762
)
   
(88,681)
 
                 
    Amortization Non-refundable Distribution Rights Deposit
   
-
     
130,000
 
     
(130,762)
     
41,319
 
                 
    Interest expense
   
(47,041
)
   
(8,620
)
          Total other income (expense)
   
(47,041
)
   
32,699
)
                 
Income (loss) before provision for income taxes
   
(643,439)
     
(751,109)
 
                 
Provision for (benefit from) income taxes
   
-
     
-
 
                 
Net loss
 
$
(643,439)
   
$
(751,109)
 
                 
Net loss per common share
 
$
(0.01)
   
$
(0.01)
 
Weighted average common shares
               
   outstanding - basic and diluted
   
69,736,503
     
61,791,129
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
14

 



MEDICAL INTERNATIONAL TECHNOLOGY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 




   
Years Ended September 30,
 
   
2011
   
2010
 
             
Net loss
 
$
(643,439)
   
$
(751,109)
 
Other comprehensive income (loss)
               
   Foreign currency translation adjustment
   
38,424
     
(210,016
)
                 
Comprehensive loss
 
$
(605,015)
   
$
(979,855)
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
 
15

 
 
 

 
MEDICAL INTERNATIONAL TECHNOLOGY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
 

 
               
Additional
       
   
Common Stock
   
Paid-in
   
Accumulated
 
   
Shares
   
Amount
   
Capital
   
Deficit
 
                         
Balances - September 30, 2006
   
10,867,737
   
$
1,086
   
$
5,786,600
   
$
(6,073,155
)
                                 
    Common shares issued for debts
   
3,920,593
     
392
     
217,811
         
    Common shares issued for services
   
9,498,333
     
951
     
560,185
         
    Common shares issued in private placements
   
272,000
     
27
     
64,993
         
    Common shares issued for the acquisition of Scanview
   
2,500,000
     
250
     
174,750
         
Net loss for the year ended September 30, 2007
                           
(898,376
)
                                 
Balances - September 30, 2007
   
27,058,663
     
2,706
     
6,804,339
     
(6,971,531
)
                                 
Net loss for the year ended September 30, 2008
                           
(2,361,882
)
                                 
Balances - September 30, 2008
   
27,058,663
     
2,706
     
6,804,339
     
(9,333,413)
 
                                 
    Common shares issued for debts
   
20,000,000
     
2,000
     
18,000
         
    Common shares issued for services
   
5,743,420
     
574
     
177,768
         
    Common shares issued for additional capital
   
6,285,174
     
629
     
699,371
         
                                 
Net loss for the year ended September 30, 2009
                           
(2,334,210
)
                                 
Balances-September 30, 2009
   
59,087,157
     
5,909
     
7,699,478
     
(11,667,623)
 
                                 
    Common shares issued for debts
   
-
     
-
     
-
         
    Common shares issued for services
   
4,085,000
     
408
     
482,841
         
    Common shares issued for additional capital
   
3,087,500
     
309
     
345,695
         
                                 
Capitalization of related party debts
                   
3,403,982
         
                                 
    Net loss for the year ended September 30, 2010
                           
(751,109)
 
Balances - September 30, 2010
   
66,260,295
   
$
6,626
   
$
11,931,996
   
$
(12,418,732
)
                                 
                                 
    Common shares issued for debts
   
365,000
     
36
     
36,464 
         
    Common shares issued for services
   
7,302,000
     
731
     
100,190
         
    Common shares issued for additional capital
   
5,163,332
     
516
     
516,565 
         
    Warrant expense
                   
218,991
         
                                 
    Net loss for the year ended September 30, 2011
                           
(643,439)
 
                                 
Balances - September 30, 2011
   
79,090,627
   
$
7,909
   
$
12,804,206
   
$
(13,062,171
)
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
16

 
 
 

 
MEDICAL INTERNATIONAL TECHNOLOGY
CONSOLIDATED STATEMENTS OF CASH FLOWS
 


   
Years Ended September 30,
 
   
2011
   
2010
 
Cash flows from operating activities:
           
Net loss
 
$
(643,439)
   
$
(751,109
)
Adjustments to reconcile net loss to net cash
               
  provided by (used in) operating activities:
               
    Equity loss from MIT China Joint Venture
   
130,762
     
88,681
 
    Depreciation and amortization expense
   
56,424
     
22,597
 
    Common stock issued for services
   
100,921
     
483,250
 
    Warrant expense
   
218,991
     
-
 
Changes in:
               
    Accounts receivable
   
(35,540
)
   
(7,384
)
    Inventories
   
(98,683
)
   
(4,084
)
    Prepaid expenses
   
1,380
     
(15,160
)
    Accounts payable and accrued liabilities
   
(102,994)
     
(76,600)
 
    Related party payables
   
-
     
250,286
 
    Non-refundable Distribution Rights Deposit
   
5,308
     
(148,384
)
         Net cash used by operating activities
   
(366,870
)
   
(157,907
)
                 
Cash flows from investing activities:
               
    Acquisition of patents
   
(10,353
)
   
(10,473
)
    Investment in MIT China joint venture
   
(24,384
)
   
(10,437
)
    Tooling and machinery
   
(363,379)
     
-
 
        Net cash used by investing activities
   
(398,116
)
   
(20,910
)
                 
Cash flows from financing activities:
               
    Bank line
   
31,167
     
-
 
    Bank loans
   
177,248 
     
                - 
 
    Proceeds from issuance of stock, net
   
553,581
     
346,004
 
    Repayment on notes payable
   
-
     
(6,014
)
    Decrease in amounts due to related parties
   
(26,044)
     
-
 
        Net cash provided from financing activities
   
735,952
     
339,990
 
    
               
Effect of exchange rates
   
13,207
     
(211,918
)
                 
                 
Increase (decrease) in cash
   
(15,827
)
   
(50,745
)
Cash, beginning of period
   
26,716
     
77,461
 
Cash, end of period
 
$
10,889
   
$
26,716
 
Supplemental disclosure of cash flow information:
               
    Cash paid for interest
 
$
47,041
   
$
8,620
 
    Cash paid for federal income taxes
 
$
-
   
$
-
 
Supplemental disclosure of non-cash transactions
               
    Common stock issued for debt reductions
 
$
36,500
   
$
-
 
    Capitalization of related party debt
   
-
    $
3,403,982
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
17

 
 
Note 1 –   Business Activities and Related Risks
 
Medical International Technology, Inc. (the "Company") was incorporated in Colorado on July 19, 1999, under the name, Posterally.com, Inc. The Company filed an amendment to its articles of incorporation on September 24, 2002 changing its name to Medical International Technology, Inc.
 
The Company is in the business of manufacturing and marketing a needle free device for use in injecting medicine and supplements for human and animal use.
 
Going Concern:
 
The Company has incurred net losses aggregating $1,394,548 during the two years ended September 30, 2011.  In addition, the Company has a working capital deficiency of $1,075,553 and a stockholder’s deficiency of $632,439 at September 30, 2011. These factors, amongst others, raise substantial doubt about the Company’s ability to continue as a going concern.
 
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Further, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
 
The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
 
The Company has developed a plan to address liquidity in the following ways:
 
Increase revenue through the sale of needle free devices and related products
To raise capital through the sale or exercise of equity securities
 
Note 2 –  Summary of Significant Accounting Policies
 
Principles of consolidation
The accompanying financial statements include the accounts and transactions of Medical International Technology, Inc. and its wholly owned subsidiaries, Medical International Technologies (MIT Canada) Inc. and 9139-2449 Quebec Inc. (dba Scanview).  Intercompany transactions and balances have been eliminated in consolidation.
 
Foreign Currency Translations
The Company operates out of its offices in Montreal, Canada and maintains its books and records in Canadian Dollars. The financial statements herein have been converted into U.S. Dollars. Balance sheet accounts have been translated at exchange rates in effect at the end of the year.    Income statement accounts have been translated at average exchange rates for the year. Translation gains and losses are included as a separate component of stockholders’ equity.
 
Cash and Cash Equivalents
For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include cash on hand, amounts due to banks and any other highly liquid investments with maturities of three months or less.

Allowance for Doubtful Accounts
The allowance for doubtful accounts on accounts receivable is charged to income in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.
 
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation includes an analysis of sales levels by product type. Among other factors, the Company considers historical and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining the net realizable value of the inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.
 
 
18

 
 
Property and Equipment
The cost of property and equipment is depreciated over the estimated useful lives of the related assets, which range from 5 to 7 years. Depreciation is computed on the straight-line method for financial reporting purposes and on the declining balance method for income tax reporting purposes. Depreciation expense for the year ended September 30, 2011 and 2010 were $49,785 and $18,225, respectively.
 
Long-Lived Assets
FASB Accounting Standards Codification 360-10-40, “Property, Plant, and Equipment, Impairment of Disposal of Long-Lived Assets” (ASC 360-10-40), previously referred to as Statement of Financial Accounting Standards No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” requires that long-lived assets, such as property and equipment and purchased intangibles subject to amortization, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored. As of September 30, 2011, we had not recognized any impairment of long-lived assets in connection with ASC 360-10-40 based on our reviews.
 
Patents
Patents on our technologies are being amortized over their remaining lives ranging from 7.5 years through 15 years.
 
Goodwill and Purchased Intangible Assets
Goodwill and identifiable intangible assets are accounted for in accordance with FASB Accounting Standards Codification 350, “Intangibles — Goodwill and Other” (ASC 350), previously referred to as Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” Under this standard, we assess the impairment of goodwill and identifiable intangible assets at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The first step in the assessment is the estimation of fair value. If step one indicates that impairment potentially exists, we perform the second step to measure the amount of impairment, if any. Goodwill and identifiable intangible asset impairment exists when the estimated fair value is less than its carrying value.
 
Revenue Recognition
The Company recognizes revenue when the related product is shipped to the respective customer provided that: title and risk of loss have passed to the customer; persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable.

Stock options
Effective October 1, 2005, we adopted the provisions of FASB Accounting Standards Codification 718, “Compensation — Stock Compensation” (ASC 718), previously referred to as Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”.  We adopted ASC 718 using the modified prospective transition method. Under this transition method, compensation cost recognized includes (a) the compensation cost for all share-based awards granted prior to, but not yet vested, as of October 1, 2005, based on the grant-date fair value estimated in accordance with the original provisions of ASC 718 and (b) the compensation cost for all share-based awards granted subsequent to September 30, 2005, based on the grant-date fair value estimated in accordance with the provisions of ASC 718. Additionally, we accounted for restricted stock awards granted using the measurement and recognition provisions of ASC 718. We measure the fair value of the restricted stock awards on the grant date and recognize them in earnings over the requisite service period for each separately vesting portion of the award.

The Company determines the value of stock options utilizing the Black-Scholes option-pricing model. Compensation costs for share-based awards with pro rata vesting are allocated to periods on a straight-line basis.
 
Net Loss per Common Share
Basic earnings per share (“EPS”) are computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution from the exercise or conversion of securities into common stock, including stock options and warrants. For the years ended September 30, 2011and 2010, there were no dilutive effects of such securities as the Company incurred a net loss in each period.  At September 30, 2011, the Company had outstanding warrants to purchase 3,148,332 common shares.  There were no outstanding options or warrants as of September 30, 2010.
 
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 
19

 
 
Income Taxes
The Company and its subsidiaries file a consolidated federal income tax return under the accrual method of accounting.  The Company accounts for income taxes under ASC 740-10-25.  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes.  When management determines that it is more than likely that a deferred tax asset will not be realized, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities during the period.   The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date.
 
Effective January 1, 2009, the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of September 30, 2011 and 2010 there were no amounts that had been accrued in respect to uncertain tax positions.

None of the Company’s federal or state income tax returns is currently under examination by the Internal Revenue Service (“IRS”) or state authorities.  However, fiscal years 2007 and later remain subject to examination by the IRS and respective states.

Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consists principally of cash in banks and trade receivables.  The Company manages this risk by maintaining all deposits in high quality financial institutions and periodically performing evaluations of the relative credit standing of the financial institutions that are considered in the Company’s investment strategy. The Company grants unsecured credit to its customers during the normal course of business and performs ongoing credit evaluations of its customers to minimize any potential loss.
 
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable and accounts payable. Management believes that the carrying values of these assets and liabilities are representative of their respective fair values based on their short-term nature.

New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that revises the manner in which entities present comprehensive income in their financial statements. The guidance requires entities to report comprehensive income in either a single, continuous statement or two separate but consecutive statements. This guidance will become effective for fiscal years beginning after December 15, 2011; however, we have early adopted this guidance as of the end of our fiscal 2011 reporting period as permitted by the guidance. The adoption of this new guidance had no impact on our consolidated financial condition and results of operations.

In May 2011, the FASB issued authoritative guidance to amend the fair value measurement and disclosure requirements. The guidance requires the disclosure of quantitative information about unobservable inputs used, a description of the valuation processes used and a qualitative discussion around the sensitivity of the measurements. The guidance will become effective for the Company at the beginning of our second quarter of fiscal 2012. We expect adoption to have no impact on our consolidated financial condition and results of operations.

Reclassifications

Certain reclassifications have been made to the 2010 financial statements to conform to the 2011 financial statement presentation. Such reclassifications had no effect on consolidated net income as previously reported.
 
Note 3 –   Inventories
 
Inventories at September 30, 2011 and 2010 consist of the following:
 
   
2011
   
2010
 
Raw materials
 
$
208,892
   
$
166,611
 
Work in process
   
102,259
     
47,259
 
Finished goods
   
11,755
     
10,353
 
Total
 
$
322,906
   
$
224,223
 
 
 
20

 
 
Note 4 –   Patents
 
As of September 30, 2011 the Company has net patents on certain technologies aggregating $23,781. Amortization expense for the years ended September 30, 2011 and 2010 were $6,639 and $4,372, respectively. During the year ended September 30, 2011, the Company capitalized patent costs on its needle-free injector of $10,353.  Following is a detail of patents at September 30, 2011.
 
   
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
 
Weighted
Average
Life
(Years)
Patents
 
$33,193
 
$9,412
 
$23,781
 
7.5 through 15
 
Note 5 –   Joint venture agreement

On May 6, 2009, the Company entered into a certain joint venture agreement (the “Joint Venture Agreement”) with Jiangsu Hualan Biotechnology Ltd. (China) (“Jiangsu Hualan”).   Pursuant to the Joint Venture Agreement, the parties established a joint venture company, Jiangsu Hualan MIT Medical Technology (MIT China) Ltd. (“MIT China” or the “Joint Venture”), focusing on research, production and sales of medical equipments, import and export of medical equipments and components products, especially Needle-Free Jet Injector products. The total investment by the Joint Venture shall amount to $2,000,000, and the registered capital shall amount to $1,400,000.  The Company invested cash of $426,678 and transferred the license rights to produce and sell the Company’s needle-free injectors products into the Joint Venture.  The license rights were valued at $280,000 under the agreement.  The contributions by the Company resulted in the Company owning 49% of the registered capital of the Joint Venture.  Jiangsu Hualan contributed cash of $714,000, and owns 51% of the registered capital.

Under the agreement, the Company appointed 1 member to the Board of Directors of the Joint Venture and Jiangsu Hualan appointed 2 members to the Board of Directors.  Profits of the Joint Venture will be paid based each parties investment in the registered capital.

During the period from May 6, 2009 to September 30, 2009, the Joint Venture had not commenced operations.  The Joint Venture commenced operations during the Company’s 1st quarter of fiscal 2010.

The Company accounts for its investment in MIT China in accordance with Financial Accounting Standards Board Accounting Standards Codification 323, “Investment — Equity Method and Joint Venture” (ASC 323), previously referred to as Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” Accordingly, the Company adjusts the carrying amount of its investment in MIT China to recognize its share of earnings or losses. As of September 30, 2011, the Company’s recorded investment in the MIT China was $242,056. During the year ended September 30, 2011, the Company recorded an equity loss from its investment in MIT China of $130,762.

During the year ended September 30, 2011, the Company had sales of products to the joint venture of $324,702

Note 6 – Bank Line

The Company, through a hypothec agreement, has an equipment line of credit up to a maximum of $350,000. The line is secured by account receivables, inventories, equipment and all other assets of the Company. At September 30, 2011, the Company had $31,167 outstanding under the agreement.  There were no amounts outstanding as of September 30, 2010.

Note 7 –   Related Party Transactions
 
Related party balances consist of the following at September 30, 2011 and 2010
 
   
2011
   
2010
 
Payable to 2849-674 Canada, Inc.
   
        72,723
     
        67,974
 
Payable to Pascal D’Onofrio
      -
 
   
        30,793
 
Payable to 9211-0766 Quebec Inc.
   
        80,000
     
        80,000
 
                 
   
$
152,723
   
$
178,767
 
                 
 
The Company has borrowed from shareholders and corporations owned by shareholders. These loans are bearing interest at 8%, and are due during fiscal 2012.
 
 
21

 
 
Note 8–   Income Taxes
 
Deferred income taxes are provided for the tax effects of temporary differences in the reporting of income for financial statement and income tax reporting purposes and arise principally from net operating loss carry-forwards, accrued expenses and basis differences in fixed assets. 

The Company’s effective tax rate differs from the Federal statutory rates due to the valuation allowance recorded for the unused net operating loss carry-forwards deferred tax asset. The company has operating losses aggregating approximately $12.8 million, which can be used to reduce future taxable income. Pursuant to ASC 740, we must consider all positive and negative evidence regarding the realization of deferred tax assets, including past operating results and future sources of taxable income. Under the provisions of ASC 740, we determined that the entire net deferred tax asset needed to be reserved given recent losses. The total valuation allowance at September 30, 2011 and 2010 was $13.0million and $12.4 million, respectively.

We have adopted the provisions of FIN 48, now under ASC 740. Under ASC 740, the impact of an uncertain tax position taken or expected to be taken on an income tax return must be recognized in the financial statements at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized in the financial statements unless it is more likely than not of being sustained.

Note 9 –   Stockholders' Equity (Deficit)
 
Issuance of Common Stock

Year Ended September 30, 2011

The Company issued an aggregate of 5,163,332 shares of its common stock for cash under private placement transactions for total proceeds of $517,081.

The Company issued 365,000 shares of its common stock for debt reductions of $36,500. The shares were valued at the closing price of the Company’s stock on the date of issuance, or settlement, which represented fair value.

The Company issued an aggregate of 7,292,000 shares of its common stock for services rendered based on settlement, and represents the fair value of the services provided.  

The Company issued an aggregate of 10,000 shares of its common stock for services rendered under S-8 filings.  The value of the services provided was $1,000, which was based on the closing price of the Company’s stock on the date of issuance, or settlement, and represents the fair value of the services provided.  

Year Ended September 30, 2010

For the year ended September 30, 2010, the Company issued an aggregate of 4,085,000 shares of its common stock for consulting and legal services valued at $483,249.  The shares were valued at the closing price of the Company’s stock on the date of issuance, or settlement, which represented the fair value of the services provided.

For the year ended September 30, 2010, the Company issued an aggregate of 3,087,500 shares of its common stock for cash under private placement transactions for total proceeds of $346,004.

Preferred Stock
 
As of September 30, 2011, there was no preferred stock outstanding. Dividend features and voting rights are at the discretion of the Board of Directors without the requirement of shareholder approval.
 
Outstanding Options
  
As of September 30, 2011 and 2010, there are no options outstanding to purchase shares of the Company’s common stock.

Outstanding Warrants
 
During the period ended June 30, 2011, the Company issued warrants to purchase an aggregate of 2,815,000 common shares at an exercise price of $0.15 per share and 333,332 common shares at an exercise price of $0.20 per share. The warrants were issued in connection with private placements completed during 2011. The warrants vested immediately and have terms of one to two years that expire between March 28, 2012 and February 4 2013. The Company estimated the fair value of the warrants using the Black-Scholes method with assumptions including: (1) term of 1 year to two years; (2) a computed volatility rate of 205%; (3) a discount rate of $0.45%; and (4) zero dividends. The fair value of the warrants was estimated to be $218,991. 
 
 
22

 
 
Note 10 –Operating Leases
 
The Company leases its office and warehouse space under an operating lease that expires on December 31, 2014 that calls for a monthly rent of $4,414. Rent expense for the year ended September 30, 2011 was approximately $49,382.
 
Future minimum lease commitments pertaining to the lease expire as follow:
 
Year ended
     
         
September 30, 2012
   
52,549
 
September 30, 2013
   
52,964
 
September 30, 2014
   
52,964
 
         
Thereafter
   
13,241
 
   
$
171,718
 
 
Note 11– Deferred Income
 
Deferred income consists of the following at September 30, 2011 and 2010:
 
   
2011
   
2010
 
Deposits from customers and distributors
 
$
10,817
   
$
5,509
 
Non-refundable Distribution Rights Deposit
   
1,072,500
     
1,072,500
 
   Total unearned income
 
$
1,083,317
   
$
1,078,009
 
 
On November 1, 2007, the Company received a deposit of $1,300,000 for the worldwide rights to market and sells while maintaining MIT CANADA right to sell all Medical International Technology Inc.’s Needle-Free Jet-Injectors for the human and animal markets. This deposit was part of an agreement under negotiation, which was finalized in January 2009.  Upon finalization, the Company began recognizing the deposit into income over the contractual life of the agreement. During the year ended September 30, 2010, the Company recognized $130,000 into income under this agreement.  During 2011, the Company was notified of potential litigation related to this contract.  Accordingly, due to the uncertainty in a final resolution, the Company ceased recognizing income related to this contract during 2011.  Upon a final resolution of the dispute, the Company will begin amortizing the deposit into income over the remaining contractual life of the agreement.  
 
Note 12 –Notes Payable
 
Long-term debt consists of the following at September 30, 2011 and September 30, 2010:
 
   
September 30,
2011
   
September 30,
2010
 
Note payable to a bank, bearing interest at prime plus 3%, secured by equipment, due June 21, 2016.
 
$
82,227
   
$
-
 
Loan Canada Economic Development, no interest, repayment of the contribution in sixteen (16)
Equal and consecutive quarterly installment starting twelve (12) month after the project completion date.
   
       95,020
     
                 -
 
                 
Current portion of long-term debt
   
-
     
-
 
                 
Long-term debt
 
$
177,247
   
$
-
 
 
 
 
23

 
 
 
Future scheduled principal payments under note agreements are as follows:
 
Year ended
     
         
September 30, 2012
 
$
22,086
 
September 30, 2013
   
41,326
 
September 30, 2014
   
53,203
 
September 30, 2015
   
25,000
 
September 30, 2016
   
23,755
 
September 30, 2017
   
11,877
 
    $
177,247
 

Note 13 –Contingencies
 
Legal Proceedings
 
From time to time, the Company is named in legal actions in the normal course of business. In the opinion of management, the outcome of these matters, if any, will not have a material impact on the financial condition or results of operations of the Company.
 
 
 
24

 
 
 
Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. 

Management's Annual Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008.  The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of September 30, 2011, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
 
Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, the fourth quarter of the fiscal year ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B.  Other Information

None.
 
 
25

 
 
PART III

Item 10. Directors, Executive Officers, and Corporate Governance
 
Our directors and executive officers of the are as follows:
 
NAME                                   POSITION (S)                                       TENURE
 
Karim Menassa                    Chairman, President, Director             June 27, 2002 to present
 
Mr. Karim Menassa, age 60, serves as the President of Medical the Company. Mr. Menassa also serves as a member of the Board of Directors of the Company. Mr. Menassa has developed many state-of-the-art, efficient and reliable devices, and has marketed various medical devices in more than 60 countries. Mr. Menassa obtained a degree in Precision Mechanics Design from the Instituto Salesiano Don Bosco in Cairo, Egypt.

Over the years he has gained a vast and varied experience as an entrepreneur, administrator and medical device product innovator.  He has established a significant bank of important and influential contacts in Canada and abroad, touching all aspects of a modern manufacturing industry.  His particular strengths are in administration, engineering, product development, and marketing.  He is also extremely skilful in international negotiations, having successfully negotiated several multimillion dollar contacts and established distributor relationships in over 60 countries.  Some major achievements in his career include:
·  
Inventor of needle-free jet injector for diabetics
·  
Inventor of needle-free jet injector for veterinary use
·  
Inventor of semi-automatic assembly station
·  
Founder of IDEE International R & D Inc. in 1984
·  
Founder of IDEE Technologies Inc. in 1985
·  
Founder of Alliance Medical Inc. in 1989
·  
Founder of Medical International Technologies (MIT Canada) inc. in 2002
 
Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees, or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

Board of Director Meetings and Committees

The directors shall be elected at an annual meeting of the stockholders and except as otherwise provided within the Bylaws of Medical International Technology, Inc., as pertaining to vacancies, shall hold office until his successor is elected and qualified.
 
The Board of Directors held no meetings during the year ended September 30, 2011, but conducted board activities through unanimous consent board resolutions in lieu of meetings.

Our Board of Directors has no separate committees and our Board of Directors acts as the audit committee and the compensation committee.  We do not have an audit committee financial expert serving on our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such forms received by the company and on written representations from certain reporting persons, the company believes that all Section 16(a) reports applicable to its officers, directors and ten-percent stockholders with respect to the fiscal year ended September 30, 2011 were filed.
 
 
26

 
 
Code of Ethics
 
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  The code of ethics is designed to deter wrongdoing and to promote: 
 
•  
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
•  
Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by MIT;
 
•  
Compliance with applicable governmental laws, rules and regulations;
 
•  
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
 
•  
Accountability for adherence to the code.
 
We will provide to any shareholder, upon request, a copy of our code of ethics.  Any such request should be directed to our corporate secretary at 1872 Beaulac, Ville Saint Laurent, Montreal, Quebec, Canada HR4 2E7.
 
Item 11. Executive Compensation

Compensation Summary

The following executives of the Company received compensation in the amounts set forth in the chart below for the fiscal years ended September 30, 2011 and 2010. No other item of compensation was paid to any officer or director of the Company other than reimbursement of expenses. 
 
SUMMARY COMPENSATION TABLE
Name and Principal Position
Year
 
Salary
($)
   
Bonus
($)
   
Stock Awards
($)
   
Option Awards
($)
   
Non-Equity Incentive Plan Compensation ($)
   
Non-Qualified Deferred Compensation Earnings
($)
   
All Other Compensation
($)
   
Totals
($)
 
 
Karim Menassa, CEO, President, Interim CFO and Chairman
2011
  $  
0
       
0
       
0
       
0
       
0
       
0
       
0
    $  
0
 
of the Board
2010
 
$
0
     
0
     
0
     
0
     
0
     
0
     
0
   
$
0
 
                                                                   
As of September 30, 2011, the Company had no group life; health, hospitalization, medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or change in control of us.
 
Compensation of Directors

We do not pay members of our Board of Directors any fees for attendance or similar remuneration or reimburse them for any out-of-pocket expenses incurred by them in connection with our business.
 
Employment Agreements
 
No formal employment agreements exist with any officer or employee.

Long-Term Incentive Plan
 
The Company has a 2011 stock incentive plan under which directors are authorized to grant incentive stock options, to a maximum of five million (5,000,000) of the issued and outstanding shares, to directors, employees and consultants of the Company. The plan provides both for the direct award or sale of shares and for the grant of options to purchase shares.
 
 
27

 
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information as of September 30, 2011 with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our common stock; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated.  
 
Name and Address
Amount and Nature
 
Of Beneficial Holder
of Beneficial Ownership
 
     
Karim Menassa (2)
34,135,692 shares
43.2%
President, Director
   
1872 Beaulac, Ville Saint-Laurent
   
Montreal, Quebec, Canada HR4 2E7
   
     
The Estate of Michel Bayouk (1)
4,522,560 shares
5.71%
1872 Beaulac, Ville Saint-Laurent
   
Montreal, Quebec, Canada HR4 2E9
   
     
Sun Yi (1)
4,928,576 shares
6.23%
13 Building 6 Renmin University
   
#175 Haidian Road, Haidian Dist.
   
Beijing, China
   
     
Les Consultants Rainville Tossounian & Associes Inc. (1)
5,192,000 shares
6.56%
1585 ST LOUIS,  ST LAZARE
QUEBEC, J7T-1Z1, Canada
   
Officers and Directors as a Group
34,135,692 shares
43.2%

(1) Based on 79,090,627 shares issued and outstanding as of September 30, 2011.
 
(2) Karim Menassa directly holds 2,787,422 common shares of the Company, indirectly holds 21,466 shares through Paulette Menassa, his wife, 16,285,139 shares through 2849674 Canada, Inc., 13,666,667 shares through Idee R&D International, Inc., and 1,375,000 shares through 9162-9725 Quebec Inc., which are all controlled by Karim Menassa.

Changes in Control

We are not aware of any person who owns of record, or is known to own beneficially, five percent or more of our outstanding securities of any class, other than as set forth above. We do not have an investment advisor. There are no current arrangements which will result in a change in control, other than those set forth above.

Item 13. Certain Relationships and Related Transactions
 
Related party balances consist of the following at September 30, 2011 and 2010:
 
   
2011
   
2010
 
Payable to 2849-674 Canada, Inc.
   
        72,723
     
        67,974
 
Payable to Pascal D’Onofrio
      -
 
   
        30,793
 
Payable to 9211-0766 Quebec Inc.
   
        80,000
     
        80,000
 
                 
   
$
152,723
   
$
178,767
 

The Company has borrowed from shareholders and corporations owned by shareholders. These loans are bearing interest at 8%, and are due during fiscal 2012.

 
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Director Independence

We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.  NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The NASDAQ listing rules provide that a director cannot be considered independent if:

·  
the director is, or at any time during the past three years was, an employee of the company;
·  
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
·  
a family member of the director is, or at any time during the past three years was, an executive officer of the company;
·  
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
·  
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
·  
the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Mr. Menassa is not considered to be independent because he is an executive officer of the Company.  

We do not currently have a separately designated audit, nominating or compensation committee.

Item 14. Principal Accounting Fees and Services

Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ending September 30, 2011 and 2010 were: $22,500 and $22,500 respectively.
 
Audit Related Fees

There were no fees for audit related services for the years ended August 31, 2011 and 2010.

Tax Fees
 
The Company did not incur any fees for the fiscal years ended August 31, 2011 and 2010 for professional services rendered for tax compliance, tax advice, and tax planning.
 
All Other Fees
 
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended August 31, 2011 and 2010.

Audit Committee

The registrant's Audit Committee, or officers performing such functions of the Audit Committee, have approved the principal accountant's performance of services for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ending September 30, 2011. Audit-related fees, tax fees, and all other fees, if any, were approved by the Audit Committee or officers performing such functions of the Audit Committee.

Work Performance by Others

None.

 
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PART IV

Item 15. Exhibits
 
31.1
Certification of Principal Executive Officer and the Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
32.1
Certification of Principal Executive Officer and the Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
 
 
 
 
 
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 SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf to the undersigned, thereunto duly authorized.
  
 
Medical International Technology, Inc.
 
       
Date: December 29, 2011
By:
/s/ Karim Menassa
 
   
Karim Menassa
 
   
President and Principal Executive Officer
and interim Secretary and Principal Accounting Officer
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of the 12th day of December, by the following persons on behalf of the registrant in the capacities indicated:
 
/s/ Karim Menassa
 
Director, President and Chief Executive Officer
Karim Menassa
   
     
 

31