U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 0-51109
RMD TECHNOLOGIES, INC.
(Exact Name of Company as Specified in Its Charter)
California | 72-1530833 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1597 Alamo Road, Holtville, California 92250
(Address of Principal Executive Offices)
(760) 356-2039
(Company's Telephone Number)
(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. Yes x No o.
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
As of May 29, 2007, the Company had 16,860,000 shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes o No x.
RMD TECHNOLOGIES, INC.
Index
Page Number | ||
PART I. | FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
Condensed Balance Sheet as of February 28, 2007 (unaudited) | 3 | |
Condensed Statements of Operations for the three and nine months ended February 28, 2007 and 2006 (unaudited) | 4 | |
Condensed Statements of Cash Flows for the nine months ended February 28, 2007 and 2006 (unaudited) | 5 | |
Notes to Condensed Financial Statements (unaudited) | 6 | |
Item 2. | Management's Discussion and Analysis or Plan of Operations | 7 |
Item 3. | Controls and Procedures | 11 |
PART II. | OTHER INFORMATION | |
Item 1. | Legal Proceedings | 12 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
Item 3. | Defaults Upon Senior Securities | 12 |
Item 4. | Submission of Matters to a Vote of Security Holders | 12 |
Item 5. | Other Information | 12 |
Item 6. | Exhibits | 12 |
SIGNATURES |
2
RMD TECHNOLOGIES, INC.
CONDENSED BALANCE SHEET
(Unaudited)
ASSETS | ||||
February 28, | ||||
2007 | ||||
Current Assets: | ||||
Cash | $ | -- | ||
Escrow deposit | -- | |||
Accounts receivable, net of allowance for doubtful accounts of $9,417 and $0, respectively | 2,564 | |||
Prepaid expenses | -- | |||
Total Current Assets | 2,564 | |||
Furniture and equipment, net of accumulated depreciation of $38,093 and $34,401, respectively | 31,657 | |||
Other Assets: | ||||
Security deposits | 5,911 | |||
Total Assets | $ | 40,132 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Current Liabilities: | ||||
Bank overdraft | $ | 276 | ||
Accounts payable | 209,362 | |||
Current portion of capital lease obligations | 11,688 | |||
Loan agreements | 5,133 | |||
Accrued payroll | 154,804 | |||
Accrued interest - related party convertible debenture | 8,547 | |||
Deferred revenue | -- | |||
Deposit for purchase of common stock | -- | |||
Related party loans | 503,342 | |||
Total Current Liabilities | 893,152 | |||
Long-Term Liabilities: | ||||
Capital lease obligations, less current portion | -- | |||
Related party convertible debenture, net of discounts of $63,889 and $88,686, respectively | 36,111 | |||
Total Liabilities | 929,263 | |||
Stockholders’ Equity (Deficit): | ||||
Common stock, no par value, 100,000,000 shares authorized, 16,082,300 and 15,382,300 shares issued and outstanding, respectively | 71,300 | |||
Additional paid-in capital | 125,947 | |||
Retained earnings (deficit) | (1,086,378 | ) | ||
Total Stockholders’ Equity (Deficit) | (889,131 | ) | ||
Total Liabilities and Stockholders’ Equity (Deficit) | $ | 40,132 |
See accompanying notes.
3
RMD TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months | For the Nine Months | ||||||||||||
Ended February 28, | Ended February 28, | ||||||||||||
2007 | 2006 | 2007 | 2006 | ||||||||||
Net Sales | $ | 21,989 | $ | 45,040 | $ | 135,550 | $ | 169,853 | |||||
Cost of Sales | 18,202 | 75,926 | 186,950 | 178,067 | |||||||||
Gross Profit (Loss) | 3,787 | (30,886 | ) | (51,400 | ) | (8,214 | ) | ||||||
Operating Expenses: | |||||||||||||
Payroll | 24,594 | 15,415 | 83,072 | 15,415 | |||||||||
Professional fees | 580 | 4,459 | 177,133 | 26,028 | |||||||||
Other operating expenses | 33,378 | 41,858 | 118,971 | 156,297 | |||||||||
Total Operating Expenses | 58,552 | 61,732 | 379,176 | 197,740 | |||||||||
Loss from Operations | (54,765 | ) | (92,618 | ) | (430,576 | ) | (205,954 | ) | |||||
Other Income (Expense): | |||||||||||||
Other income | -- | -- | 615 | -- | |||||||||
Interest expense | (4,055 | ) | (1,630 | ) | (4,840 | ) | (5,337 | ) | |||||
Related party interest expense | (53,886 | ) | (9,611 | ) | (74,544 | ) | (20,869 | ) | |||||
Total Other Income (Expense) | (57,941 | ) | (11,241 | ) | (78,769 | ) | (26,206 | ) | |||||
Loss Before Provision for Income Taxes | (112,706 | ) | (103,859 | ) | (509,345 | ) | (232,160 | ) | |||||
Provision for Income Taxes | -- | -- | -- | -- | |||||||||
Net Income (Loss) | $ | (112,706 | ) | $ | (103,859 | ) | $ | (509,345 | ) | $ | (232,160 | ) | |
Basic and Diluted Net Income (Loss) per Common Share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.02 | ) | |
Weighted Average Number of Common Shares Outstanding | 16,082,300 | 15,002,300 | 15,968,747 | 15,002,300 |
See accompanying notes.
4
RMD TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended
For the Nine Months Ended | |||||||
February 28, | |||||||
2007 | 2006 | ||||||
Cash Flows from Operating Activities: | |||||||
Net income (loss) | $ | (509,345 | ) | $ | (232,160 | ) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Accretion of discounts related to convertible debenture | 24,797 | 8,220 | |||||
Depreciation | 3,692 | 4,892 | |||||
Imputed related party interest expense | 25,947 | -- | |||||
Net (increase) decrease in operating assets: | |||||||
Escrow deposit | 2,000 | -- | |||||
Accounts receivable | 393 | 10,719 | |||||
Inventory | -- | (871 | ) | ||||
Prepaid expenses | 7,100 | -- | |||||
Net increase (decrease) in operating liabilities: | |||||||
Accounts payable | 263,525 | 18,184 | |||||
Accrued payroll | 125,166 | -- | |||||
Accrued interest - related party convertible debenture | 5,878 | 2,669 | |||||
Change in deferred revenue | (9,600 | ) | -- | ||||
Accrued interest - related party loans | 12,605 | 6,990 | |||||
Net Cash Used in Operating Activities | (47,842 | ) | (181,357 | ) | |||
Cash Flows from Investing Activities | -- | -- | |||||
Cash Flows from Financing Activities: | |||||||
Net proceeds from (payments on) bank overdraft | (6,076 | ) | (2,130 | ) | |||
Payments on loan agreements | (52 | ) | -- | ||||
Proceeds from related party loans | 53,115 | 163,228 | |||||
Proceeds from related party convertible debenture | -- | 100,000 | |||||
Payments on capital lease obligations | (14,145 | ) | (10,853 | ) | |||
Proceeds from common stock subscriptions | 15,000 | -- | |||||
Net Cash Provided by Financing Activities | 47,842 | 250,245 | |||||
Increase (decrease) in cash | -- | 68,888 | |||||
Cash at Beginning of the Period | -- | -- | |||||
Cash at End of the Period | $ | -- | $ | 68,888 | |||
Supplemental Disclosures of Cash Flow Information: | |||||||
Cash paid during the period for: | |||||||
Interest | $ | 4,840 | $ | 2,249 | |||
Income taxes | $ | -- | $ | -- | |||
Supplemental Disclosures of Noncash Investing and Financing Activities: | |||||||
Payments made directly by related party | $ | 158,915 | $ | -- | |||
Liabilities eliminated through the issuance of common stock | $ | 20,000 | $ | -- |
See accompanying notes.
5
RMD TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Condensed - RMD Technologies, Inc. (“the Company”) has elected to omit substantially all footnotes to the financial statements for the nine months ended February 28, 2007 since there have been no significant changes (other than indicated in other footnotes) to the information previously reported by the Company in its annual report filed on Form 10-KSB for the fiscal year ended May 31, 2006.
Unaudited Information - The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments (which include only normal recurring adjustments) that are, in the opinion of management, necessary to properly reflect the results of the interim periods presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
Reclassification - Certain amounts in prior-year financial statements have been reclassified for comparative purposes to conform with presentation in the current-year financial statements.
NOTE 2 GOING CONCERN
The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At February 28, 2007, the Company had current liabilities that exceeded current assets by $890,588, had incurred significant losses during the last few years, and had negative cash flow from operations. These factors create an uncertainty about the Company's ability to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 COMMON STOCK
During the nine months ended February 28, 2007, the Company issued a total of 700,000 shares of common stock for cash of $15,000 and to settle liabilities totaling $20,000 ($0.05 per share).
6
Item 2. Management's Discussion and Analysis or Plan of Operations
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-QSB that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-QSB, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
o | Our ability to attract and retain management, and to integrate and maintain technical information and management information systems; |
o | Our ability to raise capital when needed and on acceptable terms and conditions; |
o | The intensity of competition; and |
o | General economic conditions. |
All written and oral forward-looking statements made in connection with this Form 10-QSB that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.
For the Three Months Ended February 28, 2007 compared to the Three Months Ended February 28, 2006.
Results of Operations.
(a) Revenues.
The Company had revenues totaling $21,989 for the three months ended February 28, 2007 as compared with the previous period of $45,040, a decrease of $23,051 or approximately 51%. This decrease between the two periods was the result of the reduction of marketing/sales personnel due to a reduction in payroll. For the three months ended February 28, 2007, cost of revenues totaled $18,202, compared to $75,926 in the prior period, a decrease of $57,724 or approximately 76%. This decrease between the two periods was the result of the lack of sales/marketing personnel due to a reduction in payroll. Overall, gross profit (loss) totaled $3,787 for the three months ended February 28, 2007 compared to $(30,886) in the prior period, an increase of $34,673. This increase between the two periods was the result of a reduction in sales/marketing personnel and supporting staff. The Company’s revenues and its related cost of sales primarily consisted of sales and recycling.
7
(b) Operating Expenses.
Operating expenses for the three months ended February 28, 2007 were $58,552 as compared with $61,732 for the prior period, a decrease of $3,180 or approximately 5%. The overall decrease in operating expenses compared to the prior period was primarily due to a reduction in payroll expenses.
(c) Interest Expense
Interest expense for the three months ended February 28, 2007 totaled $4,055 compared to $1,630 for the three months ended February 28, 2006, an increase of $2,425 or approximately 149%. Related party interest expense for the three months ended February 28, 2007 totaled $53,886 compared to $9,611 for the three months ended February 28, 2006, an increase of $44.275 or approximately 461%. The overall increase in interest expense compared to the prior period was primarily due to an increase in indebtedness.
(d) Net Loss.
The Company’s net loss for the three months ended February 28, 2007, totaled $112,706 as compared with the prior period’s net loss of $103,859, an increase in net loss of $8,847 or approximately 9%. This increase was due to an increase in related party interest expense.
For the Nine Months Ended February 28, 2007 compared to the Nine Months Ended February 28, 2006.
Results of Operations.
(a) Revenues.
The Company had revenues totaling $135,550 for the nine months ended February 28, 2007 as compared with the previous period of $169,853, a decrease of $34,303 or approximately 20%. This decrease between the two periods was the result of a reduction in payroll expenses. For the nine months ended February 28, 2007, cost of sales totaled $186,950, compared to $178,067 in the prior period, an increase of $8,883 or approximately 5%. This increase between the two periods was the result of the addition of an in house phone sales person.. Overall, gross profit (loss) totaled $(51,400) for the nine months ended February 28, 2007 compared to $(8,214) in the prior period, an increase of $43,186. This increase between the two periods was the result of a curtailment of operations. The Company’s revenues and its related cost of sales primarily consisted of sales and recycling.
8
(b) Operating Expenses.
Operating expenses for the nine months ended February 28, 2007 were $379,176 as compared with $197,740 for the prior period, an increase of $181,436 or approximately 92%. The overall increase in selling, general and administrative expense compared to the prior was primarily due to an increase in facilities and personnel costs.
(c) Interest Expense
Interest expense for nine months ended February 28, 2007 totaled $4,840 compared to $5,337 for the nine months ended February 28, 2006, a decrease of $497 or approximately 9%. Related party interest expense for nine months ended February 28, 2007 totaled $74,544 compared to $20,869 for the nine months ended February 28, 2006, an increase of $53,675 or approximately 257%. The overall increase in interest expense compared to the prior period was primarily due to an increase in indebtedness.
(d) Net Loss.
The Company’s net loss totals $(509,345) for the nine months ended February 28, 2007, as compared with the prior period’s net loss of $(232,160), an increased net loss of $277,185 or approximately 120%. This increased loss was due to an increase in facilities and personnel costs in anticipation of expansion.
Operating Activities.
The net cash used in operating activities was $(47,842) for the nine months ended February 28, 2007 compared to net cash used in operating activities of $(181,357) for the nine months ended February 28, 2006, a decrease in cash used by $133,515 or approximately 74%. The change in operating activities is attributable to a curtailment of operations.
Financing Activities.
The net cash provided by financing activities was $47,842 for the nine months ended February 28, 2007 compared to net cash provided by financing activities of $250,245 for the nine months ended February 28, 2007, resulting in a a decrease of $202,403.
As of February 28, 2007, the Company has total current assets of $2,564 and total current liabilities of $893,152 resulting in a working capital deficit of $(890,588); as of that date the Company had no cash balance.
The Company has raised capital through borrowings from private individuals.
9
Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to the Company. If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned service development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on the Company's financial condition, which could require it to:
- curtail operations significantly;
- sell significant assets;
- seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to products, technologies or markets; or
- explore other strategic alternatives including a merger or sale of the Company.
To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Company's operations. Regardless of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders.
The Company's current cash flow from operations will not be sufficient to maintain its capital requirements for the next twelve months. Accordingly, the Company's implementation of its business plan will depend upon its ability to raise additional funds through bank borrowings and equity or debt financing. The Company estimates that it will need to raise up to $1,000,000 over the next twelve months for such purposes.
On August 24, 2005, the Company raised $25,000 through a promissory note. The note bears an interest rate of 7.5% per annum and was due in August 2006. The note has a feature that allows the holder to convert the principal and any accrued interest into restricted shares of common stock of the Company at a rate of $0.001 per share at any time after the Company clears all comments from the Securities and Exchange Commission on its Form 10-SB filing (which will then make the Company eligible for quotation on the Over the Counter Bulletin Board), until the note is satisfied. The Company has determined that there is a beneficial conversion feature associated with this convertible promissory note in the amount of $25,000 that has been reflected as unamortized debt discount and included in short- term notes payable of the accompanying balance sheet. The principal and accrued interest of $844.41, on this note was paid on February 10, 2006.
10
On January 27, 2006, the Company entered into a Securities Purchase Agreement with La Jolla Cove Investors, Inc. for the sale of a convertible debenture in the amount of $100,000. This debenture bears interest at 7% per annum and is convertible into shares of the Company's common stock. The number of shares into which this debenture may be converted is equal to the dollar amount of the debenture being converted multiplied by 110, minus the product of the conversion price multiplied by 100 times the dollar amount of the debenture being converted, and the entire foregoing result shall be divided by the conversion price. The conversion price is equal to the lesser of (i) 80% of the average of the 3 lowest volume weighted average prices during the 20 trading days prior to the holder's election to convert, or (ii) 80% of the volume weighted average price on the trading day prior to the holder's election to convert (once the Company's common stock commences trading).
In conjunction with the debenture, the Company issued to La Jolla Cove a warrant, dated January 27, 2006, to purchase 10,000,000 shares of common stock of the Company, exercisable at $1.00 per share. Under an addendum to the warrant, the exercise price of the warrant was changed to $1.09 per share; in addition, the warrant is to be exercised in an amount equal to 100 times the amount of the debenture.
In connection with the Securities Purchase Agreement, the Company granted to La Jolla Cove certain rights under a registration rights agreement, dated January 27, 2006, to the shares to be issued upon conversion of the debenture and the warrant.
La Jolla Cove provided the Company with an aggregate $250,000 on January 31, 2006: (a) $100,000 for the debenture, and (b) a $150,000 advance on the exercise of the warrant. As of February 28, 2007, La Jolla has not exercised or received any warrants related to the $150,000 advance.
Item 3. Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our periodic reports filed 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 management, including the Company's principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, management carried out an evaluation, under the supervision and with the participation of the Company's principal executive officer and principal financial officer, of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, the Company's principal executive/financial officer concluded that its disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it 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. In addition, the Company's principal executive officer and principal financial officer concluded that its disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
11
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.
There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits.
Exhibits included or incorporated by reference herein are set forth in the attached Exhibit Index.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RMD Technologies, Inc. | ||
| | |
Dated: May 30, 2007 | By: | /s/ Patrick A. Galliher |
Patrick A. Galliher, President (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) | ||
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EXHIBIT INDEX
Number | Description |
3.1 | Articles of Incorporation, dated May 17, 2001 (incorporated by reference to Exhibit 3.1 of the Form 10-SB filed on January 7, 2005). |
3.2 | Certificate of Amendment of Articles of Incorporation, dated June 21, 2004 (incorporated by reference to Exhibit 3.2 of the Form 10-SB filed on January 7, 2005). |
3.2 | Bylaws, dated June 20, 2001 (incorporated by reference to Exhibit 3.3 of the Form 10-SB filed on January 7, 2005). |
4.1 | Securities Purchase Agreement between the Company and La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on February 6, 2006). |
4.2 | 7 ¾% Convertible Debenture issued to La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on February 6, 2006). |
4.3 | Warrant to Purchase Common Stock issued to La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.3 of the Form 8-K filed on February 6, 2006). |
4.4 | Registration Rights Agreement between the Company and La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.4 of the Form 8-K filed on February 6, 2006). |
4.5 | Addendum to Convertible Debenture and Warrant To Purchase Common Stock, dated January 27, 2006 (incorporated by reference to Exhibit 4.5 of the Form 8-K filed on February 6, 2006). |
4.6 | Continuing Personal Guaranty issued by Patrick A. Galliher and Suzanne E. Galliher in favor of La Jolla Cove Investors, Inc., dated January 27, 2006 (incorporated by reference to Exhibit 4.6 of the Form 8-K filed on February 6, 2006). |
10.1 | Promissory Note issued by the Company in favor of Steven J. Galliher, dated July 12, 2002 (incorporated by reference to Exhibit 10.1 of the Form 10-SB filed on January 7, 2005). |
10.2 | Promissory Note issued by the Company in favor of Patrick A. Galliher or Suzanne E, Galliher, dated November 17, 2002 (incorporated by reference to Exhibit 10.2 of the Form 10-SB filed on January 7, 2005). |
14
10.3 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated November 17, 2003 (incorporated by reference to Exhibit 10.3 of the Form 10-SB filed on January 7, 2005). |
10.4 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated December 29, 2003 (incorporated by reference to Exhibit 10.4 of the Form 10-SB filed on January 7, 2005). |
10.5 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated January 9, 2004 (incorporated by reference to Exhibit 10.5 of the Form 10-SB filed on January 7, 2005). |
10.6 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated February 6, 2004 (incorporated by reference to Exhibit 10.6 of the Form 10-SB filed on January 7, 2005). |
10.7 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated February 13, 2004 (incorporated by reference to Exhibit 10.7 of the Form 10-SB filed on January 7, 2005). |
10.8 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated March 22, 2003 (incorporated by reference to Exhibit 10.8 of the Form 10-SB filed on January 7, 2005). |
10.9 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated April 26, 2004 (incorporated by reference to Exhibit 10.9 of the Form 10-SB filed on January 7, 2005). |
10.10 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated May 7, 2004 (incorporated by reference to Exhibit 10.10 of the Form 10-SB filed on January 7, 2005). |
10.11 | Promissory Note issued by the Company in favor of Patrick A. Galliher, dated June 17, 2004 (incorporated by reference to Exhibit 10.11 of the Form 10-SB filed on January 7, 2005). |
10.12 | Promissory Note issued by the Company in favor of Ann Morrison, dated August 24, 2005 (incorporated by reference to Exhibit 10.12 of the Form 10-SB/A filed on May 16, 2006). |
10.13 | Consulting Services Agreement between the Company, on the one hand, and De Joya & Company, Inc. and Arthur De Joya, on the other hand, dated September 1, 2005 (incorporated by reference to Exhibit 10 of the Form 8-K filed on September 21, 2005). |
10.14 | Amended and Restated Consulting Services Agreement between the Company, on the one hand, and De Joya & Company, Inc. and Arthur De Joya, on the other hand, dated February 28, 2006 (incorporated by reference to Exhibit 10 of the Form 8-K/A filed on May 11, 2006). |
16 | Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K filed on January 5, 2006). |
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended |
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) |
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) |
15