(Exact
Name of Small Business Issuer in Its Charter)
|
|||
|
|||
Delaware
|
1177
High Ridge Road, Stamford, CT 06905
|
20-4378866
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Address
of principal executive offices)
(zip
code)
|
(IRS
Employer
Identification
No.)
|
Large
accelerated filer
|
o
|
|
Accelerated
filer
|
o
|
|
Non-accelerated
filer (Do not check if a smaller reporting company)
|
o
|
|
Smaller
reporting company
|
x
|
|
Page
|
|||
PART
I
|
|||
Cautionary
Note Regarding Forward-Looking Statements
|
4
|
||
ITEM
1.
|
Business
|
5
|
|
ITEM
1A.
|
Risk
Factors
|
7
|
|
ITEM
1B.
|
Unresolved
Staff Comments
|
10
|
|
ITEM
2.
|
Properties
|
10
|
|
ITEM
3.
|
Legal
Proceedings
|
10
|
|
ITEM
4.
|
Submission
of Matters to a Vote of Security Holders
|
10
|
|
PART
II
|
|||
ITEM
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
10
|
|
ITEM
6.
|
Selected
Financial Data
|
11
|
|
ITEM
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
11
|
|
ITEM
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
17
|
|
ITEM
8.
|
Financial
Statements and Supplementary Data
|
18
|
|
ITEM
9.
|
Changes
In and Disagreements with Accountant on Accounting and Financial
Disclosure
|
27
|
|
ITEM
9A.
|
Controls
and Procedures
|
27
|
|
ITEM
9B.
|
Other
Information
|
28
|
|
PART
III
|
|||
ITEM
10.
|
Directors,
Executive Officers and Corporate Governance
|
28
|
|
ITEM
11.
|
Executive
Compensation
|
29
|
|
ITEM
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
30
|
|
ITEM
13.
|
Certain
Relationships and Related Transactions and Director
Independence
|
31
|
|
ITEM
14
|
Principal
Accountant Fees and Services
|
||
PART
IV
|
|||
ITEM
15.
|
Exhibits,
Financial Statement Schedules.
|
31
|
|
SIGNATURES
|
36
|
ITEM 6. |
SELECTED
FINANCIAL DATA
|
ITEM 7. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINCNAICAL CONDITION
AND
RESULTS OF OPERATIONS.
|
ITEM 8. |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
|
Page
|
||
Report
dated November 10, 2008 of Michael F. Albanese, C.P.A.
|
18
|
|
Report
dated November 15, 2007 of Wolinetz, Lafazan & Company,
P.C.
|
19
|
|
Balance
Sheets as of June 30, 2008.
|
20
|
|
Statements
of Operations for the years ended June 30, 2008 and June 30, 2007
and from
inception December 15, 2005 to June 30, 2008
|
21
|
|
Statements
of Stockholders Deficiency from inception December 15, 2005 to
June 30,
2008
|
22
|
|
Statements
of Cash Flows for the years ended June 30, 2008 and 2007 and from
inception December 15, 2005 to June 30, 2008
|
23
|
|
Notes
to Financial Statements
|
24-26
|
|
June
30, 2008
|
|||
|
|
|||
ASSETS
|
|
|||
|
|
|||
Current
Assets:
|
|
|||
|
|
|||
Cash
and Cash Equivalents
|
$
|
6,149
|
||
|
||||
|
||||
Total
Current Assets
|
6,149
|
|||
|
||||
Property
and Equipment, Net
|
954
|
|||
|
||||
|
|
|||
Total
Assets
|
$
|
7,103
|
||
|
||||
|
||||
LIABILITIES
AND STOCKHOLDERS’
|
||||
|
||||
Current
Liabilities:
|
||||
|
||||
7%
Convertible Debentures
|
$
|
500,000
|
||
Convertible
Notes Payable, Net of Unamortized Discount of $-0- and
$37,654
|
201,960
|
|||
Loan
Payable - Related Party
|
64,000
|
|||
Accrued
Expenses
|
2,150
|
|||
Accrued
Liquidated Damages
|
106,667
|
|||
Accrued
Interest
|
152,588
|
|||
|
||||
Total
Current Liabilities
|
1,027,365
|
|||
|
||||
Commitments
and Contingencies
|
-
|
|||
|
||||
Stockholders’
Deficiency:
|
||||
|
||||
Preferred
Stock, $.0001 par value; 10,000,000 shares authorized, none issued
and
outstanding
|
-
|
|||
Common
Stock, $.0001 par value; 250,000,000 shares authorized, 16,761,597
issued
and outstanding
|
1,676
|
|||
Additional
Paid-In Capital
|
290,394
|
|||
Deferred
Finance Costs, Net
|
-
|
|||
Deficit
Accumulated During the Development Stage
|
(1,312,332
|
)
|
||
|
||||
Total
Stockholders’ Deficiency
|
(1,020,262
|
)
|
||
|
||||
Total
Liabilities and Stockholders’ Deficiency
|
$
|
7,103
|
|
|
For the Period
|
||||||||
For the Fiscal Year
|
For the Fiscal Year
|
December 15, 2005
|
||||||||
Ended
|
Ended
|
(Inception)
|
||||||||
|
June 30, 2008
|
June 30, 2007
|
To June 30, 2008
|
|||||||
Net
Revenues
|
$
|
-
|
$ |
-
|
$ |
-
|
||||
Costs
and Expenses:
|
||||||||||
Officer’s
Compensation
|
$
|
46,573
|
$
|
180,000
|
$
|
286,573
|
||||
Software
Development
|
14,000
|
167,415
|
228,985
|
|||||||
Other
General and Administrative Expenses
|
51,327
|
139,025
|
237,160
|
|||||||
Total
Costs and Expenses
|
111,900
|
486,440
|
752,718
|
|||||||
Loss
from Operations
|
(111,900
|
) |
(486,440
|
) |
(752,718
|
) | ||||
Other
Expenses:
|
||||||||||
Amortization
of Deferred Finance Costs
|
(99,837
|
)
|
(112,012
|
)
|
(240,113
|
)
|
||||
Amortization
of Deferred Debt Discount
|
(37,654
|
)
|
(22,592
|
)
|
(60,246
|
)
|
||||
Interest
Expense
|
(89,851
|
)
|
(51,942
|
)
|
(152,588
|
) | ||||
Liquidated
Damages
|
-
|
(90,000
|
)
|
(106,667
|
)
|
|||||
Total
Other Expenses
|
(227,342
|
)
|
(
276,546
|
)
|
(559,614
|
)
|
||||
Net
Loss
|
$
|
(339,242
|
)
|
$
|
(762,986
|
)
|
$
|
(1,312,332
|
)
|
|
Weighted
Average Common Shares
|
||||||||||
Outstanding –
Basic and Diluted
|
16,761,597
|
16,603,798
|
||||||||
Net
Loss per Common Share – Basic and Diluted
|
(.02
|
)
|
(.05
|
)
|
Deficit
|
|||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||
Additional
|
Deferred
|
During the
|
|||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid-In
|
Finance
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
Common Stock sold to Founders
|
-
|
$
|
-
|
4,510,000
|
$
|
451
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
451
|
|||||||||||
Common
Stock Issued for Software
|
|||||||||||||||||||||||||
Development –
at Par Value
|
-
|
-
|
9,700,000
|
970
|
-
|
-
|
-
|
970
|
|||||||||||||||||
Common
Stock Issued to a Private
|
|||||||||||||||||||||||||
Investor –
at $.024 Per Share
|
-
|
-
|
2,083,333
|
208
|
49,792
|
-
|
-
|
50,000
|
|||||||||||||||||
Commissions
on Sale of Common Stock
|
-
|
-
|
-
|
-
|
(5,000
|
)
|
-
|
-
|
(5,000
|
)
|
|||||||||||||||
Net
Loss for the Period
|
-
|
-
|
-
|
-
|
-
|
-
|
(210,104
|
)
|
(210,104
|
)
|
|||||||||||||||
Balance –
June 30, 2006
|
-
|
-
|
16,293,333
|
1,629
|
44,792
|
-
|
(210,104
|
)
|
(163,683
|
)
|
|||||||||||||||
Common
Stock Issued Pursuant to a Private Placement at $.12 Per
Share
|
-
|
-
|
468,264
|
47
|
56,143
|
-
|
-
|
56,190
|
|||||||||||||||||
Common
Stock Warrants Issued as Deferred Finance Costs on Note
|
|||||||||||||||||||||||||
Payable –
83,111 at $.116 Per Warrant
|
-
|
-
|
-
|
9,641
|
(9,641
|
)
|
-
|
-
|
|||||||||||||||||
Debt
Discount on Loan Payable
|
-
|
-
|
-
|
43,246
|
-
|
-
|
43,246
|
||||||||||||||||||
Amortization
of Deferred Finance Costs
|
-
|
-
|
-
|
-
|
3,615
|
-
|
3,615
|
||||||||||||||||||
Net
Loss for the Year Ended June 30, 2007
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(762,986
|
)
|
(762,986
|
) | ||||||||||||||
Balance
June 30, 2007
|
|
-
|
|
-
|
16,761,597
|
|
1,676
|
|
153,822
|
|
(6,026
|
)
|
|
(973,090
|
)
|
|
(823,618
|
)
|
|||||||
Amortization
of Deferred Finance Costs
|
-
|
-
|
-
|
-
|
6,026
|
-
|
6,026
|
||||||||||||||||||
Debt
Forgiven by CEO
|
-
|
-
|
-
|
136,572
|
-
|
-
|
136,572
|
||||||||||||||||||
Net
Loss for the Year Ended June 30, 2008
|
-
|
-
|
-
|
-
|
-
|
(339,242
|
)
|
(339,242
|
)
|
||||||||||||||||
Balance
June 30, 2008
|
- | $ |
-
|
16,761,597
|
$
|
1,676
|
$
|
290,394
|
-
|
$
|
(1,312,332
|
)
|
$
|
(1,020,262
|
)
|
|
|
For
the Period
|
|
|||||||
|
|
For
the Fiscal Year
|
|
For
the Fiscal Year
|
|
December
15,
|
|
|||
|
|
Ended
|
|
Ended
|
|
(Inception)
|
|
|||
|
|
June
30, 2008
|
|
June
30, 2007
|
|
June
30, 2008
|
|
|||
Cash
Flows from Operating Activities
|
||||||||||
Net
Loss
|
$
|
(339,242
|
)
|
$
|
(762,986
|
)
|
$
|
(1,312,332
|
)
|
|
Adjustments
to Reconcile Net Loss to Net Cash
|
||||||||||
(Used)
in Operating Activities:
|
||||||||||
Amortization
of Debt Discount
|
37,654
|
22,592
|
60,246
|
|||||||
Amortization
of Deferred Finance Costs
|
99,837
|
112,012
|
240,113
|
|||||||
Depreciation
Expense
|
954
|
954
|
1,908
|
|||||||
Common
Stock Issued for Software Development
|
-
|
-
|
970
|
|||||||
Changes
in Assets and Liabilities:
|
||||||||||
Increase
(Decrease) in Accrued Expenses
|
(7,529
|
)
|
117,770
|
138,723
|
||||||
Increase
in Accrued Interest
|
89,851
|
62,737
|
152,588
|
|||||||
Increase
in Liquidating Damages
|
-
|
90,000
|
106,667
|
|||||||
Net
Cash (Used) in Operating Activities
|
(118,475
|
)
|
(356,921
|
)
|
(611,117
|
)
|
||||
Cash
Flows from Investing Activities:
|
||||||||||
Purchase
of Equipment
|
-
|
(2,862
|
)
|
(2,862
|
)
|
|||||
Net
Cash (Used) in Investing Activities
|
-
|
(2,862
|
)
|
(2,862
|
)
|
|||||
Cash
Flows from Financing Activities
|
||||||||||
Proceeds
from Issuance of Convertible Debentures
|
-
|
-
|
500,000
|
|||||||
Decrease
in Stock Subscription Receivable
|
-
|
451
|
451
|
|||||||
Net
Proceeds from Issuance of Notes Payable
|
-
|
170,000
|
170,000
|
|||||||
Proceeds
of Loan Payable - Related Party
|
64,000
|
-
|
64,000
|
|||||||
Payments
of Finance Costs
|
-
|
(30,513
|
)
|
(215,513
|
)
|
|||||
Proceeds
from Issuance of Common Stock
|
-
|
56,190
|
106,190
|
|||||||
Expense
on Sale of Common Stock
|
-
|
-
|
(5,000
|
)
|
||||||
Net
Cash Provided by Financial Activities
|
64,000
|
196,128
|
620,128
|
|||||||
Increase
(Decrease) in Cash
|
(54,475
|
)
|
(163,655
|
)
|
6,149
|
|||||
Cash
- Beginning of Period
|
60,624
|
224,279
|
-
|
|||||||
Cash
- End of Period
|
$
|
6,149
|
$
|
60,624
|
$
|
6,149
|
||||
Supplemental
Cash Flow Information:
|
||||||||||
Cash
Paid for Interest
|
-
|
-
|
-
|
|||||||
Cash
Paid for Income Taxes
|
250
|
250
|
500
|
|||||||
Supplemental
Non-Cash Financing Activities:
|
||||||||||
Subscription
Receivable on Sale of Common Stock
|
-
|
-
|
451
|
|||||||
Common
Stock Warrants Issued as Deferred Finance Costs
|
-
|
9,641
|
9,641
|
|||||||
Debt
Discount Attributable to Common Stock Warrants
|
||||||||||
on
Notes Payable
|
-
|
43,246
|
43,246
|
|||||||
Note
Payable Issued as Payment of Deferred Finance Costs
|
-
|
14,960
|
14,960
|
|||||||
Exchange
Related Party Debt to Contributed Capital
|
136,572
|
-
|
136,572
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Isidore
Sobkowski
|
|
52
|
|
President,
Chief Executive Officer, Interim Chief Financial Officer and
Director
|
|
|
|
|
|
Solomon
Lax
|
|
49
|
|
Director
|
|
Long-Term Compensation
|
|||||||||||||||||||||||||||
|
Annual Compensation
|
|
Awards
|
|
|
|||||||||||||||||||||||
Name and Principal
Position
|
Year
|
Salary ($)
|
Bonus
($)
|
Restricted
Stock
Awards ($)
|
Securities
Underlying
Options/SARs
(#)
|
Non-Equity
Incentive Plan
Compensation
|
Non-Qualified
Deferred
Compensation
Earnings
|
All Other
Compensation
($)
|
Total
Compensation
($)
|
|||||||||||||||||||
Isidore
Sobkowski
|
2008 | 46,573 | (1) |
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
2007
|
180,000
|
(1)
|
0
|
0
|
0
|
0
|
0
|
0
|
91,995
|
|||||||||||||||||||
|
2006
|
60,000
|
0
|
0
|
0
|
0
|
0
|
0
|
60,000
|
ITEM 12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER
MATTERS
|
Title of Class
|
Name of Beneficial Owner
|
Amount and Nature
of
Beneficial Owner
|
Percent of Class
|
|||||||
Common
Stock
|
Isidore Sobkowski |
9,700,000
|
57.9
|
%
|
||||||
Common
Stock
|
Solomon Lax |
2,200,000
|
13.1
|
%
|
||||||
Common
Stock
|
Michael Hartstein |
960,000
|
5.7
|
%
|
||||||
Common
Stock
|
Eroom Systems, Inc. |
2,083,333
|
12.4
|
%
|
||||||
Common
Stock
|
All executive officers and directors as a group |
11,900,000
|
71.0
|
%
|
DESIGNATION
OF EXHIBIT AS
SET FORTH IN
ITEM 601 OF
REGULATION
S-K
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation
|
|
Incorporated
by Reference to the Registration Statement on Form SB-2 filed on
November
13, 2006 (File No. 333-138625).
|
|
|
|
|
|
3.2
|
|
Bylaws
|
|
Incorporated
by Reference to the Registration Statement on Form SB-2 filed on
November
13, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.1
|
|
Securities
Purchase Agreement dated March 10, 2006 by and between the Company
and
Alpha Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna
Enterprises Corp., and CMS Capital
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.2
|
|
7%
Convertible Debenture dated March 10, 2006 issued to Alpha Capital
Aktiengesellschaft
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No.
333-138625).
|
4.3
|
|
Registration
Rights Agreement dated March 10, 2006 by and between the Company
and Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.4
|
|
Security
Agreement dated March 10, 2006 by and between the Company and Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital and Michael Hartstein, as collateral
agent
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No.
333-138625).
|
4.5
|
|
Collateral
Agent Agreement dated March 10, 2006 by and between the Company and
Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital and Michael Hartstein, as collateral
agent
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.6
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.7
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.8
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
10.1
|
|
Asset
Purchase Agreement by and between Isidore Sobkowski and the Company
dated
March 6, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
10.2
|
|
Voting
Agreement by and between Michael Hartstein, Solomon Lax and Isidore
Sobkowski
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
10.3
|
|
Subscription
Agreement by and among the Company, Alpha Capital Anstalt, and Harborview
Master Fund L.P.
|
|
Incorporated
by Reference to the Company’s Current Report of Form 8-K filed on May 30,
2007 (File No. 333-138625).
|
|
|
|
|
|
10.4
|
|
Form
of Warrant issued by the Company to each of Alpha Capital Anstalt,
and
Harborview Master Fund L.P.
|
|
Incorporated
by Reference to the Company’s Current Report of Form 8-K filed on May 30,
2007 (File No. 333-138625).
|
|
|
|
|
|
10.5
|
|
Form
of Secured Note issued by the Company to each of Alpha Capital Anstalt
and
Harborview Master Fund L.P.
|
|
Incorporated
by Reference to the Company’s Current Report of Form 8-K filed on May 30,
2007 (File No. 333-138625).
|
|
|
|
|
|
10.6
|
|
Consent
Agreement by and among the Company, Alpha Capital Anstalt, and Harborview
Master Fund L.P.
|
|
Incorporated
by Reference to the Company’s Current Report of Form 8-K filed on May 30,
2007 (File No. 333-138625).
|
|
|
|
|
|
31.1
|
|
Certification
of President and Chief Executive Officer (one person) pursuant to
Rule
13a-14(a)/15d-14(a) of the Exchange Act
|
|
Provided
Herewith
|
32.1
|
|
Certification
of President and Chief Executive Officer (one person) pursuant to
18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
Provided
Herewith
|
|
APRECIA,
INC.
|
|
November
12, 2008
|
By:
|
/s/
Isidore Sobkowski
|
|
Isidore
Sobkowski,
President,
Chief Executive Officer
and
Interim Chief Financial Officer
(Principal
Accounting Officer)
|
November
12, 2008
|
By:
|
/s/
Isidore Sobkowski
|
|
|
President,
Chief Executive Officer,
Interim
Chief Financial Officer and Director
(Principal
Accounting Officer)
|
|
|
|
|
|
|
November
12, 2008
|
By:
|
/s/
Solomon Lax
|
|
|
Director
|
DESIGNATION
OF EXHIBIT AS
SET FORTH IN
ITEM 601 OF
REGULATION
S-K
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation
|
|
Incorporated
by Reference to the Registration Statement on Form SB-2 filed on
November
13, 2006 (File No. 333-138625).
|
|
|
|
|
|
3.2
|
|
Bylaws
|
|
Incorporated
by Reference to the Registration Statement on Form SB-2 filed on
November
13, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.1
|
|
Securities
Purchase Agreement dated March 10, 2006 by and between the Company
and
Alpha Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna
Enterprises Corp., and CMS Capital
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.2
|
|
7%
Convertible Debenture dated March 10, 2006 issued to Alpha Capital
Aktiengesellschaft
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No.
333-138625).
|
4.3
|
|
Registration
Rights Agreement dated March 10, 2006 by and between the Company
and Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No.
333-138625).
|
4.4
|
|
Security
Agreement dated March 10, 2006 by and between the Company and Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital and Michael Hartstein, as collateral
agent
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.5
|
|
Collateral
Agent Agreement dated March 10, 2006 by and between the Company and
Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital and Michael Hartstein, as collateral
agent
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.6
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.7
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.8
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
10.1
|
|
Asset
Purchase Agreement by and between Isidore Sobkowski and the Company
dated
March 6, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
10.2
|
|
Voting
Agreement by and between Michael Hartstein, Solomon Lax and Isidore
Sobkowski
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
10.3
|
|
Subscription
Agreement by and among the Company, Alpha Capital Anstalt, and Harborview
Master Fund L.P.
|
|
Incorporated
by Reference to the Company’s Current Report of Form 8-K filed on May 30,
2007 (File No. 333-138625).
|
|
|
|
|
|
10.4
|
|
Form
of Warrant issued by the Company to each of Alpha Capital Anstalt,
and
Harborview Master Fund L.P.
|
|
Incorporated
by Reference to the Company’s Current Report of Form 8-K filed on May 30,
2007 (File No. 333-138625).
|
|
|
|
|
|
10.5
|
|
Form
of Secured Note issued by the Company to each of Alpha Capital Anstalt
and
Harborview Master Fund L.P.
|
|
Incorporated
by Reference to the Company’s Current Report of Form 8-K filed on May 30,
2007 (File No. 333-138625).
|
10.6
|
|
Consent
Agreement by and among the Company, Alpha Capital Anstalt, and Harborview
Master Fund L.P.
|
|
Incorporated
by Reference to the Company’s Current Report of Form 8-K filed on May 30,
2007 (File No. 333-138625).
|
|
|
|
|
|
31.1
|
|
Certification
of President and Chief Executive Officer (one person) pursuant to
Rule
13a-14(a)/15d-14(a) of the Exchange Act
|
|
Provided
Herewith
|
32.1
|
|
Certification
of President and Chief Executive Officer (one person) pursuant to
18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
Provided
Herewith
|