UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
( X ) Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2005
---------------
( ) Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ____________ to _______________
Commission file number _______________________________________
Catcher Holdings, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 62-0201385
- ------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
39526 Charlestown Pike Hamilton, VA 20158-3322
- ------------------------------- -----------------------------------
(Address of Principal Executive (Zip Code)
Offices)
(540) 882-3087
- --------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
U.S. Telesis Holdings, Inc.
1165 Via Vera Cruz
San Marcos, CA 92078
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days:
Yes [ X ] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at August 8, 2005
------ -----------------------------
Common Stock, $.001 par value per share 12,500,382
Series A Preferred Stock 1
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
TABLE OF CONTENTS
PAGE
PART I. Financial Information ................................................1
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations for the three
months and six months ended June 30, 2005 and 2004
and Inception to Date (Unaudited) .............................1
Consolidated Balance Sheets as of June 30, 2005
(Unaudited) and December 31, 2004.............................2
Consolidated Statements of Cash Flows for the
six months ended June 30, 2005 and 2004 and
Inception to Date (Unaudited) .................................3
Consolidated Statements of Stockholders' Deficit
for the six months ended June 30, 2005.........................4
Notes to Consolidated Financial Statements ..................5-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................10 - 16
Item 3. Controls and Procedures........................................16
PART II.......................................................................17
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds................................................17
Item 4. Submission of Matters to a Vote of Security Holders............17
Item 6. Exhibits.......................................................19
SIGNATURES....................................................................22
CERTIFICATIONS AND EXHIBITS...................................................23
PART I. FINANCIAL INFORMATION
ITEM I - CONSOLIDATED FINANCIAL STATEMENTS
CATCHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED INCEPTION TO
2005 2004 2005 2004 DATE
----------- ----------- ----------- ----------- -----------
Net revenue $ -- $ -- $ -- $ -- $ --
Cost of product sales -- -- -- -- --
Cost of services -- -- -- -- --
Research and development expenses 2,946,872 235,335 2,972,637 247,878 3,620,110
Selling, general and
administrative expenses 3,783,580 74,363 3,838,622 76,949 3,939,515
----------- ----------- ----------- ----------- -----------
OPERATING LOSS (6,730,452) (309,698) (6,811,259) (324,827) (7,559,625)
Interest income (expense) 6,598 -- 6,598 -- 6,598
Other (expense) income, net -- -- -- -- --
----------- ----------- ----------- ----------- -----------
LOSS FROM OPERATIONS BEFORE INCOME TAXES (6,723,854) (309,698) (6,804,661) (324,827) (7,553,027)
Income taxes -- -- (800) -- (800)
----------- ----------- ----------- ----------- -----------
NET LOSS $(6,723,854) $ (309,698) $(6,805,461) $ (324,827) $(7,553,827)
----------- ----------- ----------- ----------- -----------
LOSS PER SHARE:
Basic & Diluted $ (0.54) $ (309,068) $ -- $ (324,827) $ --
----------- ----------- ----------- ----------- -----------
Weighted-average number of shares
outstanding - Basic and Diluted: (Note 5) 4,603,706 -- 4,603,706 -- 928,818
See Notes to Consolidated Financial Statements.
1
CATCHER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
JUNE 30, 2005 2005
(UNAUDITED) 2004
----------- -----------
ASSETS
Current Assets:
Cash and cash equivalents $ 2,397,005 $ 364
Prepaid expenses and other
current assets 48,994
----------- -----------
Total current assets 2,445,999 364
Property, plant and equipment, net 3,659
----------- -----------
TOTAL ASSETS $ 2,449,658 $ 364
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable 145,037 718,730
Notes Payable -- 30,000
Accrued and other current liabilities 13,480 --
----------- -----------
Total current liabilities 158,517 748,730
----------- -----------
TOTAL LIABILITIES 158,517 748,730
Shareholders' Equity:
Common shares, $0.001 value,
50,000,000 shares authorized;
12,500,369 and 46,640 shares
outstanding, respectively 12,500 47
Preferred shares, $0.001 par value,
1 million shares authorized;
1 and 0 shares outstanding,
respectively -- --
Additional paid in capital 9,832,468 (47)
Accumulated deficit (7,553,827) (748,366)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 2,291,141 (748,366)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 2,449,658 $ 364
----------- -----------
See Notes to Consolidated Financial Statements.
2
CATCHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
-------------------------- INCEPTION TO
2005 2004 DATE
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(6,805,461) $ (324,827) $(7,553,827)
Adjustments to reconcile net cash provided
by operating activities:
Non-cash stock-based compensation expense 5,551,707 -- 5,551,707
Changes in assets and liabilities, net of
the effects of acquisitions and divestitures:
Accounts payable (573,692) 325,178 145,038
Accrued and other liabilities 13,480 -- 13,480
Other (48,994) -- (48,994)
----------- ----------- -----------
Net cash provided by operating activities (1,862,960) 351 (1,892,596)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net (3,659) -- (3,659)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance (Repayment) of short-term debt (30,000) -- --
Proceeds from issuance of common stock 4,293,260 -- 4,293,260
----------- ----------- -----------
Net cash provided by financing activities 4,263,260 -- 4,263,260
----------- ----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS 2,396,641 351 2,397,005
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 364 -- --
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,397,005 $ 351 $ 2,397,005
----------- ----------- -----------
See Notes to Consolidated Financial Statements.
3
CATCHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
FROM INCEPTION THROUGH JUNE 30, 2005
PREFERRED COMMON
NUMBER OF NUMBER OF SHARES SHARES ADDITIONAL
PREFERRED COMMON $0.001 PAR $0.001 PAR PAID IN DEFICIT
SHARES SHARES VALUE VALUE CAPITAL ACCUMULATED TOTAL
---------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE AT INCEPTION -- -- -- $ -- $ -- $ -- $ --
Issuance of common stock
at $0.001 per share on
December 31, 2004 -- 46,640 -- 47 (47) -- --
Issuance of Convertible
preferred stock at $0.001
per share on April 21, 2005 733,778 -- 734 -- 5,223,765 -- 5,224,499
Issuance of common stock at
$0.001 per share on
April 21, 2005 -- 301,875 302 309,877 -- 310,179
Issuance of common stock to
private investors at $0.001
per share on May 4, 2005 -- 4,500,386 -- 4,500 4,288,743 -- 4,293.243
Issuance of common stock
U.S. Telesis Holdings, Inc.
shareholders at $0.001
per share on May 4, 2005 -- 1,781,252 -- 1,781 (1,764) -- 17
Conversion of Convertible
preferred stock at $0.001
per share into $0.001
common stock per share on
June 23, 2005 (733,777) 5,870,216 (734) 5,870 (5,136) -- --
Issuance of warrants to consultants -- -- -- -- 17,030 -- 17,030
Net loss -- -- -- -- -- (7,553,827) (7,553,827)
---------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE AT JUNE 30, 2005 1 12,500,369 $ -- $ 12,500 $9,832,468 $(7,553,827) $ 2,291,141
---------- ----------- ----------- ----------- ----------- ----------- -----------
See Notes to Consolidated Financial Statements.
4
CATCHER HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared by Catcher Holdings, Inc. (the "Company") pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC") regarding
interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
Company's financial statements and notes thereto for the year ended December 31,
2004 as filed on Form 8-K/A with the SEC on July 15, 2005. The accompanying
consolidated financial statements reflect all adjustments (consisting of normal
recurring adjustments) that are, in the opinion of management, necessary for a
fair presentation of results for the interim periods presented. The results of
operations for the three and six month periods ended June 30, 2005 are not
necessarily indicative of the results to be expected for the full fiscal year.
(2) NATURE OF BUSINESS
U.S. Telesis Holdings, Inc. ("UST") was originally organized to
provide diverse telecommunications products and services to the small and medium
business community in the southeastern United States and to develop a niche
market strategy of reselling long distance services to the electrical
cooperative community. As a result of the dramatic decline in the
telecommunications industry, UST abandoned the business objective to provide
such telecommunications products and services, and instead intended to identify
and complete a merger or acquisition primarily in consideration of the issuance
of shares of the UST's capital stock with a private entity whose business
presents an opportunity for the UST's stockholders.
On May 4, 2005, the Company acquired 100% of the outstanding stock
of Catcher, Inc. ("Catcher") in exchange for 4,848,875 shares of the Company's
common stock and 733,778 shares of its Series "A" preferred stock which are
convertible into 5,872,224 shares of the Company's common stock (the
"Acquisition"). On June 24, 2005, all but one share of the Series "A" preferred
stock issued and outstanding Series A Preferred Stock was automatically
converted to common stock simultaneously with the effectiveness of the filing of
an amended and restated certificate of incorporation changing it's name to
Catcher Holdings, Inc. and providing for a 1 for 7.2 reverse stock split in
respect of our issued and outstanding Common Stock. In addition, the Company
assumed Catcher Inc.'s obligations under its issued and outstanding warrants to
purchase an aggregate of 4,500,386 shares of Common Stock.
The Acquisition has been accounted for as a reverse merger of
Catcher into a shell company. Therefore, the equity of Catcher has been adjusted
to reflect a recapitalization of the stock and the equity of UST has been
adjusted to reflect a financing transaction with the proceeds equal to the net
asset value of UST immediately prior to the Acquisition. The historical
financial statements of Catcher have become the historical financial statements
of the Company. Immediately prior to the Acquisition, Catcher closed an asset
purchase with LCM Technologies, Inc. ("LCM") (See Note 5) in which Catcher
acquired substantially all of the assets and certain
5
liabilities of LCM. This transaction was accounted for as a reverse merger with
the historical financial statements of the acquired business becoming the
historical financial statements of Catcher.
The Company's shareholders have approved an amendment to the
Company's certificate of incorporation to change the Company's name to Catcher
Holdings, Inc. and effectuate a 1 for 7.2 reverse split, which was effective on
June 23, 2005. All share and per share data included in these statements and
notes thereto have been adjusted to reflect the reverse split.
The Company is a developmental stage company which has designed a
portable, ruggedized wireless, hand-held GPS-based command control device
through multiple years of research and development effort. Utilizing proprietary
operating software, the CATCHER(TM) device offers critical real-time wireless
communications through the convergence of voice, video, data and biometric
capabilities. Currently, the device is in the final development stage with the
first beta tests of the units to begin in the fourth quarter of 2005.
(3) GOING CONCERN
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. Subsequent to the acquisition
of Catcher, the Company continues to develop the technology acquired until it is
ready for sale. The Company's ability to continue as a going concern depends on
a number of factors, including but not limited to, the ability to get its
product to market and the ability to raise additional capital if required. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. The Company intends to continue to seek the additional financing
it needs to fund its operations. There can be no assurance that such financing
will be available on terms acceptable to the Company, or at all.
(4) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NET INCOME PER COMMON SHARE
Basic earnings per share is computed by dividing net
loss for the period by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is
computed by dividing net income by the weighted average number of
common shares plus the dilutive effect of outstanding warrants.
Approximately 4,775,094 and 0 outstanding shares to be issued upon
conversion of warrants and exercise of options were excluded from
the calculation of diluted earnings per share for three months ended
June 30, 2005 and 2004, respectively, because they were
anti-dilutive.
INCOME TAXES
The Company accounts for income taxes using the asset
and liability method, as provided by Statement of Financial
Accounting Standards 109, Accounting for Income Taxes (SFAS 109)
which requires the recognition of different tax assets and
liabilities for the future tax consequences of temporary differences
between the financial statement and tax basis carrying amounts of
assets and liabilities. No income taxes were provided since the
Company incurred losses from its inception. Due to the uncertainty
of future taxable income, no future tax benefits have been
recognized.
6
STOCK BASED COMPENSATION
The Company accounts for stock-based compensation for
employees under the recognition and measurement principles of
Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations. The Company had
elected the disclosure only treatment of the fair value recognition
provisions of Financial Accounting Standards Board Statement ("FAS")
No. 123, Accounting for Stock-Based Compensation, as amended by FAS
No. 148, Accounting for Stock-Based Compensation - Transition and
Disclosure to stock-based employee compensation. In December 2004,
the FASB issued SFAS No. 123(R) Share-Based Payment. SFAS No. 123(R)
amends SFAS No. 123. The Company will be required to adopt FAS
123(R) in the first fiscal quarter of 2006 and does not expect it to
have a material impact on its future results of operations.
The Chief Financial Officer was granted, subject to
shareholder approval, options to purchase 918,000 shares of common
stock of the Company at an exercise price of $3.74 vesting over
three years in three separate tranches consisting of (1) a first
tranche of 580,000 shares, 25% of which vests on June 16, 2005 with
the remaining 75% vesting monthly, pro rata each month, over the
three year period following June 16, 2005, (2) a second tranche of
193,000, 25% of which vests on June 16, 2006, with the remaining 75%
vesting monthly, pro rata each month, over the three year period
following June 16, 2006 and (3) a third tranche of 145,000 shares,
25% of which vests on June 16, 2007 with the remaining 75% vesting
monthly, pro rata each month, over the three year period following
June 16, 2007. If there is a "Change of Control" of the Company (as
that term is defined in an agreement between the Company and the
CFO), all unvested options will immediately vest. However, if the
CFO's employment is terminated without Cause or for Good Reason (as
each of those terms are defined in the Employment Agreement), any
unvested options in a tranche that had commenced to vest shall
immediately vest. The grant of options are subject to stockholder
approval of a stock option plan of the Company. If approved, 189,708
options would have vested as of June 30, 2005. The Company will
determine the fair value of the option when the measurement date has
occurred, and in accordance with Financial Accounting Standards
Board Interpretation No. 44 will record that value as compensation
expense in the period the option is deemed granted.
(5) ASSET PURCHASE
Pursuant to an asset purchase agreement, dated April 21, 2005, between Catcher
and LCM Technologies, Inc. ("LCM"), Catcher acquired certain assets in exchange
for the assumption of certain liabilities of LCM and its founder, Ira Tabankin,
relating to the CATCHERTM device and the business of LCM. The transaction was
accounted for by application of reverse merger accounting, and as such, the
historical statements of the acquired business became the historical statements
of Catcher. The Company assumed approximately $836,000 in accounts payable and
notes payable. Certain patent rights held by creditors of the Company were
exchanged for shares in Catcher Inc. (See Note 6).
7
(6) EQUITY TRANSACTIONS
Prior to the Acquisition, Catcher sold the equivalent of 6,218,739
common shares to founders for $0.001 per share and the exchange of property and
future services of the founders. The difference between the fair value of the
shares of $0.89 and the price paid has been expensed during the three and six
months ended June 30, 2005.
On May 4, 2005, Catcher sold in a private placement, 4,500,386
shares of common stock and warrants to purchase an additional 4,500,386 shares
of common stock to private investors for net proceeds of $4,293,691 ("Private
Placement"). The warrants vested immediately and expire in May of 2015. The
warrants have exercise prices ranging from $1.00 to $1.50. The warrants are
callable at the exercise price by the Company upon completing certain milestones
defined in the agreement. The warrants were exchanged by the Company in the
Acquisition.
The Registration Rights Agreement to the Private Placement, provided
that the Company would incur penalties if it failed to file a registration
statement within 90 days of the Private Placement ("Filing Deadline"). The
Company may also incur penalties in the event that, due to the fault of the
Company, its registration statement is not deemed effective by the Securities
and Exchange Commission within 180 days of the Private Placement. Prior to the
Filing Deadline, the Company filed the registration statement on August 1, 2005.
(7) EMPLOYMENT AGREEMENTS
Catcher entered into an employment agreement with its Chief
Executive Officer, Chief Technology Officer and Chairman, Chief Financial
Officer of Catcher and the Vice President -- Engineering. The employment
agreements expire at various times through 2008. In conjunction with agreements
the Company paid $55,000 in signing bonuses. The agreements provide for
aggregate salaries of $816,000 per year.
(8) CONSULTING AGREEMENTS
Catcher entered into a Consulting Agreement with Hayden
Communications, Inc. dated as of May 1, 2005 for a period of twelve (12) months
at a fee of $5,000 per month plus reimbursement of certain expenses. Immediately
following the Acquisition, a fee totaling $160,000 was paid to Hayden
Communications, Inc. in respect to certain services provided in respect of
capital markets consulting, marketing material creation and production. The
agreement may be terminated by either party at the six-month anniversary. Hayden
Communications, Inc. was a shareholder of Catcher whose shares were exchanged by
the Company in the Acquisition.
Catcher entered into a Consulting Agreement with The Del Mar
Consulting Group, Inc. ("DCG") for a period of twelve (12) months effective as
of April 21, 2005 at a fee of $5,000 per month plus reimbursement of certain
expenses. DCG was a shareholder of Catcher whose shares were exchanged by the
Company in the Acquisition.
Catcher entered into a Consulting Agreement with Kai Hansen for a
period of twelve (12) months effective as of April 21, 2005 at a fee of $5,000
per month plus reimbursement of certain expenses. Mr. Hansen was a shareholder
of Catcher whose shares were exchanged by the Company in the Acquisition.
8
Catcher entered into a Services Agreement with BlackFord Partners,
Inc., dated as of May 6, 2005, whereby BlackFord Partners, Inc. agreed to
provide financial and accounting advisory services to Catcher and us at a rate
of $75 to $125 per hour depending on the type of services rendered. Pursuant to
an Amendment to the Services Agreement, dated as of June 24, 2005, warrants to
purchase 85,000 shares of our common stock at an exercise price of $3.74 was
issued by the Company to the principals of BlackFord, Partners, Inc., our Chief
Financial Officer is a principal of Blackford Partners, Inc. The Company has
valued the warrants at $17,030 using the binomial option pricing model. The
value of the warrant is included in selling, general and administrative expense
for the three and six months ended June 30, 2005.
(9) SEGMENT AND GEOGRAPHIC INFORMATION
To date, the Company has viewed its operations and manages its
business as principally one segment. As a result, the financial information
disclosed herein represents all of the material financial information related to
the Company's principal operating segment in accordance with SFAS No. 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. The Company
has not had any sales to date nor has it conducted any operations outside of the
United States.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion and analysis should be read in conjunction with the
Unaudited Consolidated Financial Statements and related Notes to Consolidated
Financial Statements included in Item 1 of Part I of this Quarterly Report on
Form 10-Q.
Catcher Holdings, Inc., a Delaware corporation and its subsidiaries
(the "Company") has included in this Quarterly Report certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 concerning the Company's business, operations and financial condition.
"Forward-looking statements" consist of all non-historical information, and the
analysis of historical information, including the references in this Quarterly
Report to future revenue growth, collaborative agreements, future expense
growth, future credit exposure, earnings before interest, taxes, depreciation
and amortization, future profitability, anticipated cash resources, anticipated
capital expenditures, capital requirements, and the Company's plans for future
periods. In addition, the words "could", "expects", "anticipates", "objective",
"plan", "may affect", "may depend", "believes", "estimates", "projects" and
similar words and phrases are also intended to identify such forward-looking
statements.
Actual results could differ materially from those projected in the
Company's forward-looking statements due to numerous known and unknown risks and
uncertainties, including, among other things, unanticipated technological
difficulties, the volatile and competitive environment for drug delivery
products, changes in domestic and foreign economic, market and regulatory
conditions, the inherent uncertainty of financial estimates and projections, the
uncertainties involved in certain legal proceedings, instabilities arising from
terrorist actions and responses thereto, and other considerations described as
"Risk Factors" in other filings by the Company with the Securities and Exchange
Commission (the "SEC") including the Form 8-K Amendment No. 1, filed with the
SEC on July 15, 2005 and the Form SB-2 filed with the SEC on August 1, 2005.
Such factors may also cause substantial volatility in the market price of the
Company's Common Stock. All such forward-looking statements are current only as
of the date on which such statements were made. The Company does not undertake
any obligation to publicly update any forward-looking statement to reflect
events or circumstances after the date on which any such statement is made or to
reflect the occurrence of unanticipated events
CORPORATE BACKGROUND
CATCHER HOLDINGS, INC.
The Company was incorporated under the laws of the state of Delaware
on August 25, 1998. In a merger agreement dated May 20, 1999, the Company merged
with and into Woodland Communications Group, Inc. and thereafter on June 3,
1999, Woodland Communications Group, Inc. changed its name to U.S. Telesis
Holdings, Inc ("UST"). Following the acquisition by UST, effective June 23,
2005, the Company changed its name to Catcher Holdings, Inc.
UST was originally organized to provide diverse telecommunications
products and services to the small and medium business community in the
southeastern United States and to develop a niche market strategy of reselling
long distance services to the electrical cooperative community. As a result of
the dramatic decline in the telecommunications industry, UST
10
abandoned its business objective to provide such telecommunications products and
services.
On March 1, 2001, the State of Delaware revoked the UST's charter
for failure to file its annual report with the State of Delaware for the years
1999 and 2000 and to pay its franchise tax for those years. On May 29, 2003, UST
filed a Form 10SB with the SEC to become a reporting company under the
Securities Exchange Act of 1934 (the "Exchange Act"). UST amended the Form 10SB
in July, 2003. UST's charter in the State of Delaware was revived on March 31,
2005 and franchise taxes due were paid with penalties and interest.
UST's plan was to identify and complete a merger or acquisition
primarily in consideration of the issuance of shares of its capital stock with a
private entity whose business presents an opportunity for the our stockholders.
Consistent with that plan, effective May 4, 2005, the UST acquired 100% of the
outstanding stock of Catcher, a Delaware corporation ("Catcher") through a
series of stock exchanges with the shareholders of Catcher pursuant to which
Catcher became the Company's wholly-owned subsidiary (the "Acquisition"). The
Company's principal business became the ownership of Catcher, which acts as the
Company's operating subsidiary.
CATCHER
ORGANIZATIONAL HISTORY
Catcher is a development stage company originally formed during
April 2005, principally to operate the business of developing, manufacturing and
distributing the CATCHER(TM) device, a portable, ruggedized, wireless handheld
computing and communications device. Pursuant to an asset purchase agreement
between Catcher and LCM Technologies, Inc. ("LCM"), Catcher purchased certain
assets and assumed certain liabilities of LCM and its founder, Ira Tabankin,
relating to the CATCHER(TM) device and the business of LCM. The transaction was
accounted for by application of reverse purchase accounting.
PLAN OF OPERATIONS
From inception to date, Catcher has been primarily involved in
organizational activity, negotiating vendor and personnel contracts, making
arrangements for the commercial use and deployment of the CATCHER(TM) technology
and preliminary development of its initial customer base. Catcher intends to
negotiate for long-term original equipment manufacturer ("OEM") and value added
reseller ("VAR") contracts with potential customers. Under these, Catcher
expects to deliver product for the benefit of its customers and various
end-users.
DEVELOPMENT STAGE COMPANY
Catcher is in the early stage of operation and, as such, the
relationships between revenue, cost of revenue and operating expenses reflected
in the financial information included herein do not represent future expected
financial relationships. Catcher expects that such expenses will increase with
the escalation of research and development, sales and marketing activities and
transaction volumes, but at a much slower rate of growth than the corresponding
revenue increase. Much of the cost of revenue and operating expenses reflected
herein are relatively fixed costs. Accordingly, at such stage of operations
period to period comparisons of results of operations are not meaningful.
11
Catcher expects to incur significant expenses without generating any
revenue, at least through commencing production, which is not anticipated before
early 2006. For the year to date, through July 15, 2005, Catcher has spent
approximately $2,237,000 on research and development, general and administrative
expenses, and other working capital requirments, which includes the assumed
liabilities of LCM which at the time of the acquisition totaled approximately
$836,000.
Catcher expects to begin to generate revenues during early 2006,
based solely from the sale of CATCHER(TM) devices. Under the terms of Catcher's
anticipated OEM and VAR agreements, Catcher anticipates sharing revenue with its
customers depending on customer and end-user requirements and the deployment
model adopted by the parties.
Under current plans, Catcher will need approximately $3,000,000 of
additional capital to continue its development operations and other working
capital needs during the next 12 months, excluding amounts that may be necessary
to fund intial production of the Catcher units. Catcher anticipates that funding
for these expenditures will come principally from the proceeds of exercise of
outstanding warrants.
COST OF SALES
Cost of sales will consist primarily of direct costs of the
manufactured units, wages of operational employees and cost of training. Many
factors are anticipated to affect Catcher's gross margin including, but not
limited to, market conditions, competition, production order volumes and
supplier pricing. Management currently does not anticipate that Catcher will
operate its own production facilities, as it intends to outsource production to
a third party manufacturer.
EXPENSES AND CAPITAL EXPENDITURES
Catcher's operating expenses for the period from April 20, 2005
(inception) June 1, 2005 were comprised of general and administrative expenses,
research and development and the assumption and payment of certain liabilities
of LCM Technologies, Inc. from which certain assets were acquired relating to
Catcher's business. Catcher expects to incur significant additional expenses
before generating any revenue, at least through the completion of the initial
production unit of the CATCHER(TM) device which is not anticipated before
November, 2005. Operating expenses, including primarily research and development
expenses and general and administrative expenses were approximately
$1,200,000 for the quarter ended June 30, 2005. Expenses are expected to
increase significantly as Catcher adds employees to support its research and
development, marketing and business development efforts.
General and administrative expenses include all corporate and
administrative functions that serve to support Catcher's current and future
operations and provide an infrastructure to support future growth. Major items
in this category include compensation and benefits for management and staff,
travel related expenses, professional services, and other miscellaneous
expenses.
Catcher's principal expenditures have been for purposes of research
and development, general and administrative purposes, and other working capital
needs. Catcher anticipates such
12
expenditures of approximately $1,600,00 and $965,000 in the third and fourth
quarter of 2005 respectively, and anticipates continuing levels of ongoing
research and development and other working capital requirements in the future.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
In addition to the transitional nature of revenues and expenditures
resulting from Catcher's status as a development stage company, Catcher expects
to experience significant fluctuations in its future quarterly operating results
due to a variety of factors, many of which are outside of its control. Those
factors that may adversely affect Catcher's quarterly operating results include:
(i) its ability to attract new customers at a steady rate; (ii) the announcement
or introduction of products by its potential competitors; (iii) increase in the
cost of inputs from suppliers; (iv) the amount and timing of operating costs and
capital expenditures relating to expansion of Catcher's business, operations,
and infrastructure; (viii) government regulation; and (ix) general economic
conditions and economic conditions specific to the security products industry.
Due to the foregoing factors, in one or more future quarters,
Catcher's operating results may fall below the expectations of securities
analysts and investors. In such event, the trading price of Catcher's common
stock would likely be materially adversely affected.
ACCOUNTING PRINCIPLES
Below is a brief description of basic accounting principles which
the Company has adopted in determining its recognition of revenues and expenses.
REVENUE RECOGNITION
Sales revenue will be recognized as products are delivered to the
Company's customers. The Company may also collect license fees for the right to
sell the CATCHER(TM) device. Rates for such licenses are yet to be established.
The Company is in its development phase and has no existing customers.
The Company intends to recognize revenue in accordance with the SEC
(SEC) Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements" as updated by SEC Staff Accounting Bulletin No. 104, "Revenue
Recognition". Under these guidelines, revenue is recognized when persuasive
evidence of an arrangement exists, shipment has occurred or services rendered,
the price is fixed or determinable and payment is reasonably assured. Under
these requirements, when the terms of sale include customer acceptance
provisions, and compliance with those provisions have not been previously
demonstrated, revenues are recognized upon acceptance.
LIQUIDITY AND CAPITAL RESOURCES
The Company's only source of liquidity is the cash generated from
the private offering of the Company's stock immediately prior to the
Acquisition. The Company's principal uses of cash have been for research and
development and general and administrative expenses.
13
The Company currently has outstanding Series A Warrants and Series B
Warrants to purchase an aggregate of 4,500,386 shares of its common stock (the
"Warrants"). There are 2,250,193 Series A Warrants outstanding. Each Series A
Warrant will entitle the holder to purchase one share of the common stock of the
Company at $1.50 per share (the "Series A Exercise Price"), exercisable for a
period of five years. Once the common stock, issuable upon exercise of the
Warrants, is registered with the SEC, the Series A Warrants may be called by the
Company upon notice to the warrant holder from time to time at any time that the
common stock closes at or above $2.50 per share for ten (10) consecutive trading
days at an average volume of 40,000 shares per day during the ten-day trading
period, PROVIDED THAT, within twenty (20) business days after the date of such
notice, the warrant holder will have the right to exercise, under the terms and
conditions of the Series A Warrants, all or a part (but not less than 25%) of
the Series A Warrants held at the Series A Exercise Price. From and after the
expiration of such twenty (20) business day notice, the Company may repurchase
all Series A Warrants then held for a purchase price of $.01 per Series A
Warrant unless and to the extent that the Series A Warrant holder first
exercises Series A Warrants at the Series A Exercise Price.
There are 2,250,193 Series B Warrants outstanding. Each Series B
Warrant entitles the holder to purchase one share of common stock at $2.00 per
share (the "Series B Exercise Price"), exercisable for a period of five years.
Once the common stock, issuable upon exercise of the Series B Warrants, is
registered with the SEC, the Series B Warrants may be called by the Company upon
notice to the warrant holder from time to time at any time that the common stock
closes at or above $3.33 per share, for ten (10) consecutive trading days at an
average volume of 40,000 shares per day during the ten-day trading period;
PROVIDED THAT, within twenty (20) business days after the date of such notice,
the warrant holder will have the right to exercise, under the terms and
conditions of the Series B Warrants, all or a part (but not less than 25%) of
the Series B Warrants held at the Series B Exercise Price. From and after the
expiration of such twenty (20) business day notice, the Company may repurchase
all Series B Warrants then held for a purchase price of $.01 per Series B
Warrant unless and to the extent that the Series B Warrant holder first
exercises Series B Warrants at the at the Series B Exercise Price.
The Company also has outstanding a warrant to purchase 65,000 shares
of its common stock issued to Jeff Gilford, the Company's current Chief
Financial Officer, for an exercise price of $3.74 per share and a warrant to
purchase 20,000 shares of its common stock to Stanley Blackburn for an exercise
price of $3.74 per share, each of which was issued in connection with accounting
and advisory services rendered by Blackford Partners.
The Company may require substantial additional capital in order to
complete future development of the business and implement its business plan.
Other than as described above, the Company may seek to arrange other forms of
financing to fulfill these capital needs, in the event that the cash generated
by our operations is insufficient to fund the growth requirements. The other
forms of business financing obtained through third parties may include various
combinations of equity, debt and bank financing.
In light of the limited shareholders' equity as well as the lack of
the Company's operating history, there can be no assurance that the Company will
be able to obtain the necessary additional capital on a timely basis or on
acceptable terms, if at all, to fund the development of its business. In any of
such events, the Company's business growth and prospects would be materially and
adversely affected. As a result of any such financing, the holders of the common
stock may experience substantial dilution.
14
The following factors, among others, could cause actual results to
differ from those indicated in the above forward-looking statements: pricing
pressures in the industry; a downturn in the economy in general; weak demand for
its products; its ability to attract new customers; and an increase in
competition in the market for its products and services. These factors, and
additional risks and uncertainties not known to the Company or that the Company
currently deems immaterial may impair business operations, may cause its actual
results to differ materially from any forward-looking statement.
Although the Company believes the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance or achievements. The Company is under no duty to
update any of the forward-looking statements after the date of this report to
conform to actual results or to make changes in its expectations.
Since inception, the Company has not generated revenue and there can
be no assurance that the Company will generate revenue in the future.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Increases in interest rates will affect the cost of financing and
may affect the Company's ability to obtain favorable financing terms in order to
grow as anticipated.
OFF BALANCE SHEET FINANCING ARRANGEMENTS
The Company does not have any off balance sheet financing
arrangements.
IMPACT OF INFLATION
The Company believes that its results of operations are not
dependent upon moderate changes in inflation rates as the Company expects it
will be able to pass along component price increases to its customers.
SEASONALITY
The Company does not expect any material seasonality in sales
fluctuations in the market for its products and services.
15
RECENTLY ISSUED ACCOUNTING STANDARDS AND CRITICAL ACCOUNTING POLICIES
In May 2005, the FASB issued FASB Statement No. 154, Accounting
Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB
Statement No. 3 (SFAS No. 154). Previously, APB No. 20, Accounting Changes and
SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements
required the inclusion of the cumulative effect of changes in accounting
principle in net income of the period of the change. SFAS No. 154 requires
companies to recognize a change in accounting principle, including a change
required by a new accounting pronouncement when the pronouncement does not
include specific transition provisions, retrospectively to prior periods'
financial statements. The Company will assess the impact of a retrospective
application of a change in accounting principle in accordance with SFAS No. 154
when such a change arises after the effective date of January 1, 2006.
In December 2004, the FASB issued SFAS No. 123(R), SHARE-BASED
PAYMENT. SFAS No. 123(R) amends SFAS No. 123 to require that companies record as
expense the effect of equity-based compensation, including stock options over
the applicable vesting period. We currently disclose the effect on income that
stock options would have were they recorded as expense. SFAS No. 123(R) also
requires more extensive disclosures concerning stock options than required under
current standards. The new rule applies to option grants made after a company's
adoption of the standard, as well as options that are not vested at the date of
adoption. SFAS No. 123(R) becomes effective in our case not later than the
beginning of the fiscal year that begins after December 15, 2005. We do not
currently expect to elect early adoption of this standard and have not
determined whether we will apply this new standard prospectively in the first
quarter of 2006, retroactively from the beginning of 2006, or on a restated
basis for all prior periods on a comparable basis. We do not expect that the
adoption of SFAS No. 123(R) will have a material impact on our future results of
operations.
ITEM 3. CONTROLS AND PROCEDURES.
Within the 90 days prior to the date of this report, based on an
evaluation of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT")), the Chief Executive and Chief Financial Officer
of the Company have concluded that the Company's disclosure controls and
procedures are effective for ensuring that information required to be disclosed
by the Company in its Exchange Act reports is recorded, processed, summarized
and reported within the applicable time periods specified by the Securities and
Exchange Commission's rules and forms. The Company also concluded that
information required to be disclosed in such reports is accumulated and
communicated to the Company's management, including its principal executive and
principal financial officer, as appropriate to allow timely decisions regarding
required disclosure. There was no change in the Company's internal controls over
financial reporting that occurred during the most recent fiscal quarter that
materially affected or is reasonably likely to materially affect the Company's
internal controls over financial reporting.
16
PART II
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Throughout 2004 and early 2005 the Company entered into convertible
promissory notes with an aggregate principal balance of $71,975 with certain of
its investors, which notes were automatically converted, effective May 4, 2005,
to an aggregate of 214,517 shares of the Company's common stock.
On May 4, 2004, through a series of stock purchase agreements, the
Company issued 34,911,900 shares of its common stock, 733,778 shares of its
Series A Preferred Stock, and Series A and Series B warrants to purchase an
aggregate of 32,402,600 shares of its common stock to the holders of common
stock of Catcher
On June 24, 2005, the Company issued to Stan Blackburn a warrant to
purchase 20,000 shares of its common stock, at an exercise price of $3.74 and
issued to Jeff Gilford a warrant purchase 65,000 shares of its common stock at
an exercise price of $3.74, in each case, in connection for providing consulting
services pursuant to the Services Agreement, dated as of May 6, 2005, by and
between the Company and BlackFord Partners, Inc., as amended.
On June 24, 2005, the Company granted to Jeff Gilford options to
purchase 918,000 shares of its common at an exercise price of $3.74 vesting over
three years in three separate tranches, pursuant to the Employment Agreement,
effective as of June 16, 2005, by and between the Company and Mr. Gilford.
In the opinion of the Company, the issuance of the foregoing shares
of common stock, warrants, and options and shares of common stock subject to the
warrants and options were exempt from registration under the Securities Act of
1933, as amended (the "Act") by virtue of Section 4(2) of the Act and/or
Regulation D promulgated thereunder.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 6, 2005, the holders of a majority of all of the issued and outstanding
shares of common stock and Series A Preferred Stock of the Company via written
consent without a meeting pursuant to Section 228(e) of the Delaware General
Corporation Law authorized that the Company take the following actions:
(a) amend and restate the Company's Certificate of Incorporation to
(1) change the name of from U.S. Telesis Holdings, Inc to Catcher Holdings,
Inc., (2) provide for a 1 for 7.2 reverse stock split in respect of the
Company's issued and outstanding common stock and (3) otherwise to amend and
restate the Company's certificate of incorporation;
17
(b) fix the number of members of the Board of Directors of the
Company (the "BOARD OF DIRECTORS") at five (5) members; and
(c) elect three (3) directors to the Board of Directors and permit
those three directors to fill the remaining two vacancies on the Board of
Directors by appointing an additional two directors.
The three directors who were elected to the Board of Directors by
the stockholders are as follows:
CHARLES SANDER, DIRECTOR AND PRESIDENT AND CHIEF EXECUTIVE OFFICER.
Mr. Sander has more than 30 years' experience in the aviation
security/operations arena. From June 2002 until joining Catcher and the Company,
Mr. Sander was Vice President and Partner at Unisys Corporation's Global
Transportation Unit where he headed Unisys' Airports business practice in the
development and marketing of aviation products and services. From September 2000
to June 2002, Mr. Sander was Vice President for Aviation Sales at Scanz
Communications, Inc. From March 1998 to September 2000, Mr. Sander was first an
Executive Account Manager and, in December of 1999, Regional Director, Aviation
Sales for TYCO/ADT Security Services, Inc. having launched Tyco's aviation
security group. Mr. Sander started his professional career as a military air
traffic controller and also held the position of BWI airport general manager.
Mr. Sander will also serve as President and Chief Executive Officer of Catcher.
IRA TABANKIN, DIRECTOR AND SECRETARY. Mr. Tabankin has more than 30
years' experience developing and launching new products for such companies as
SHARP Electronics, NovAtel Communications, Robert Bosch and Cadence Design
Services. Prior to founding Catcher in 2005, Mr. Tabankin was President and
Chief Executive Officer of LCM Technologies, Inc., a company he founded in 2004
for purposes of developing the CATCHER(TM) device. From July 2002 until founding
LCM Technologies, Inc. in 2004, Mr. Tabankin was an independent consultant for
his own company, IJT Consulting through which he provided consulting services to
various clients. From February of 1999 to July 2002, Mr. Tabankin was Chief
Strategic Officer of ScanZ Communications, Inc. Mr. Tabankin will also serve as
the sole director, Chairman and Chief Technical Officer of Catcher.
REAR ADMIRAL (RETIRED) CATHAL FLYNN, DIRECTOR. Admiral Flynn began
his naval career in 1960. In 30 years of active service, he served mainly in
areas of naval special warfare, joint special operations, measures to combat
terrorism, and international security affairs. Promoted to Rear Admiral in 1985,
he served successively as Commander, Naval Security and Investigative Command
(and concurrently as Assistant Director of Naval Intelligence for
Counterintelligence and Anti-terrorism), Director of Plans and Policy, US
Special Operations Command, and Deputy Assistant Secretary of Defense for
Special Operations. After retiring in 1990, Rear Admiral Flynn joined Science
Applications International Corporation. He concurrently served on committees of
the National Research Council and the Defense Science Board. From 1993 to 2000,
Rear Admiral Flynn was the Associate Administrator for Civil Aviation Security
in the Federal Aviation Administration. Since early 2001, Admiral Flynn has
acted as an independent consultant to numerous clients, in the area of civil
aviation security. From 2001 to 2002, Admiral Flynn was a consultant to
Argenbright Security, Inc, and was a non-voting member of the Board of that
company. Since December 2004, Admiral Flynn has been a member of the Advisory
Board of Isonics, Inc. Since May 2005, he has been a board member and Vice
President, Aviation Security, of SecureLogic Corporation.
18
On June 24, 2005, the Board of Directors elected H. Clayton Foushee
to fill one of the vacancies in the Board of Directors.
H. CLAYTON FOUSHEE, JR., DIRECTOR. Dr. Foushee has a wealth of
experience in the aviation, operations, legislation, safety and security fields,
including 12 years of government service at the National Aeronautics and Space
Administration (NASA) and the Federal Aviation Administration, where he was
Chief Scientific and Technical Advisor. Foushee spent a decade in senior
executive positions with Northwest Airlines, first as Managing Director, Flight
Procedures, Training and Standards from 1992 to 1993, then as Vice President,
Flight Operations from 1993 to 1998 and finally as Vice President, Regulatory
Affairs from 1998 to 2001. From 2002 until January, 2005, Dr. Foushee was Vice
President and Partner at the Unisys Corporation Global Transportation Division,
where he managed major strategic transportation projects and coordinated public
and private industry initiatives with the Congress and government agencies. Most
recently, since February, 2005, Dr. Foushee has been a Partner (non-attorney)
and Director of Governments Affairs for the Washington, D.C. law firm, Zuckert,
Scoutt and Rasenberger (ZSR), L.L.P. and President of Farragutt International,
L.L.C., the consulting division of ZSR.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1. Certified copy of the Amended and Restated Certificate of
Incorporation of the Registrant incorporated by reference to Exhibit
3.1 to the Form 8-K dated June 23, 2005 filed with the Securities
and Exchange Commission (the "SEC") on June 28, 2005.
3.2 Bylaws of the Registrant incorporated by reference to Exhibit 2.2 of
the Form 10-SB filed with the SEC on May 29, 2003, as amended by
Amendment No. 1 to the Bylaws of the Registrant incorporated by
reference to Exhibit 3.2 to the Form 8K dated July 29, 2005 and
filed with the SEC on August 1, 2005.
4.1 Form of Series A Warrant issued to investors incorporated by
reference to Exhibit 4.1 to the Form 8-K/A dated May 4, 2005 filed
with the SEC on July 15, 2005.
4.2 Form of Series B Warrant issued to investors incorporated by
reference to Exhibit 4.2 to the Form 8-K/A dated May 4, 2005 filed
with the SEC on July 15, 2005.
4.3 Form of Warrant issued to Stan Blackburn incorporated by reference
to Exhibit 4.1 to the Form 8-K dated June 23, 2005 filed with the
SEC on June 28, 2005.
4.4 Form of Warrant issued to Jeff Gilford incorporated by reference to
Exhibit 4.2 to the Form 8-K dated June 23, 2005 filed with the SEC
on June 28, 2005.
10.1 Form of Preferred Stock Purchase Agreement, dated as of May 4, 2005,
by and among the Company, Catcher and the preferred stockholders of
Catcher incorporated by reference to Exhibit 10.1 to the Form 8-K/A
dated May 4, 2005 filed with the SEC on July 15, 2005.
19
10.2 Form of Stock Purchase Agreement, dated as of May 4, 2005, by and
among the Company and the founders holding common stock of Catcher
incorporated by reference to Exhibit 4.1 to the Form 8-K/A dated May
4, 2005 filed with the SEC on July 15, 2005.
10.3 Form of Stock Purchase Agreement, dated as of May 4, 2005, by and
among the Company and the private investors in Catcher holding
common stock of Catcher incorporated by reference to Exhibit 4.1 to
the Form 8-K/A dated May 4, 2005 filed with the SEC on July 15,
2005.
10.4 Form of Registration Rights Agreement, dated as of May 4, 2005, by
and among the Company and the persons listed as signatories thereto
incorporated by reference to Exhibit 4.1 to the Form 8-K/A dated May
4, 2005 filed with the SEC on July 15, 2005.
10.5 Employment Agreement, between Jeff Gilford and Catcher, Inc., the
Registrant's subsidiary incorporated by reference to Exhibit 10.1 to
the Form 8-K dated June 23, 2005 and filed with the SEC on June 28,
2005.
10.6 Services Agreement, dated as of May 6, 2005, between the Registrant
and BlackFord Partners Inc., as amended by the Amendment dated June
24, 2005 incorporated by reference to Exhibit 10.2 to the Form 8-K
dated June 23, 2005 and filed with the SEC on June 28, 2005.
10.7 Consulting Agreement, effective as of April 21, 2005, by and between
The Del Mar Consulting Group, Inc. and Catcher incorporated by
reference to Exhibit 4.1 to the Form 8-K/A dated May 4, 2005 filed
with the SEC on July 15, 2005.
10.8 Consulting Agreement, dated as of May 1, 2005, by and between Hayden
Communications, Inc. and Catcher incorporated by reference to
Exhibit 4.1 to the Form 8-K/A dated May 4, 2005 filed with the SEC
on July 15, 2005.
10.9 Consulting Agreement, effective as of April 21, 2005, by and between
Kai Hansen and Catcher incorporated by reference to Exhibit 4.1 to
the Form 8-K/A dated May 4, 2005 filed with the SEC on July 15,
2005.
10.10 Teaming Agreement with Project Performance Corporation dated March
29, 2005 incorporated by reference to Exhibit 4.1 to the Form 8-K/A
dated May 4, 2005 filed with the SEC on July 15, 2005.
10.10 Employment Agreement, effective as of April 21, 2005, by and between
Catcher and Charles Sander incorporated by reference to Exhibit
10.10 to the Form SB-2 dated August 1, 2005 and filed with the SEC
on August 1, 2005.
10.11 Employment Agreement, effective as of April 21, 2005, by and between
Catcher and Ira Tabankin incorporated by reference to Exhibit 10.11
to the Form SB-2 dated August 1, 2005 and filed with the SEC on
August 1, 2005.
10.12 Employment Agreement, effective as of April 21, 2005 by and between
Catcher and John Sutton incorporated by reference to Exhibit 10.12
to the Form SB-2 dated August 1, 2005 and filed with the SEC on
August 1, 2005.
20
10.13 Employment Agreement Amendment Letter dated July 29, 2005 regarding
Ira Tabankin incorporated by reference to Exhibit 10.1 to the Form
8K dated July 29, 2005 and filed with the SEC on August 1, 2005.
10.14 Employment Agreement Amendment Letter dated July 29, 2005 regarding
Charles Sander incorporated by reference to Exhibit 10.2 to the Form
8K dated July 29, 2005 and filed with the SEC on August 1, 2005.
10.15 Employment Agreement Amendment Letter dated July 29, 2005 regarding
John Sutton incorporated by reference to Exhibit 10.3 to the Form 8K
dated July 29, 2005 and filed with the SEC on August 1, 2005.
14.1 Code of Ethics incorporated by reference to Exhibit 14.1 to the Form
8-K dated June 23, 2005 and filed with the SEC on June 28, 2005
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification by Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
No Reports on Form 8-K were filed with the Securities and Exchange Commission
during the three months ended June 30, 2005 and for the period from June 30,
2005 to the date of this filing except that:
o Report on Form 8-K was filed on April 25, 2005 containing responses to
Items 8.01 and 9.01.
o Report on Form 8-K was filed on May 9, 2005 containing responses to
Items 8.01 and 9.01.
o Report on Form 8-K was filed on May 10, 2005 containing responses to
Items 2.01, 3.02, 5.01, 5.02 and 5.03, as amended by Amendment No. 1 to
the Report on Form 8-K filed on July 15, 2005.
o Report on Form 8-K was filed on May 27, 2005 containing responses to
Items 8.01 and 9.01.
o Report on Form 8-K was filed on June 28, 2005 containing responses to
Items 1.01, 3.02, 5.02, 5.03, 5.05, 8.01, and 9.01.
o Report on Form 8-K was filed on August 1, 2005 containing responses to
Items 1.01, 5.03 and 9.01.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CATCHER HOLDINGS, INC.
Date: August 12, 2005 By: /s/ Charles Sander
----------------------------------
Name: Charles Sander
Title: Chief Executive Officer
(Principal Executive Officer)
August 12, 2005 By: /s/ Jeff Gilford
----------------------------------
Name: Jeff Gilford
Title: Chief Financial Officer
(Principal Accounting Officer
22