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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
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 000-13225
VPGI CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 802808 75380
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(214) 263-3122
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO ____
Indicate by check mark whether the registrant is an accelerated filer
(as defined in rule 12b-2 of the Exchange Act). YES NO X
At November 18, 2004, there were 5,242,120 shares of Registrant's
common stock outstanding.
GENERAL INDEX
Page
Number
---------------------------------------------------------------------------
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.................................. 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................... 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK........................................... 13
ITEM 4. CONTROLS AND PROCEDURES............................... 13
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS.............................................. 14
SIGNATURES...................................................... 14
EXHIBIT INDEX................................................... 15
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VPGI CORP. and Subsidiaries
Consolidated Balance Sheets
September 30 June 30
2004 2004
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ - $ -
----------- -----------
Total current assets - -
OTHER ASSETS
Pension surplus 49,972 49,972
----------- -----------
Total other assets 49,972 49,972
----------- -----------
Total assets $ 49,972 $ 49,972
=========== ===========
VPGI CORP. and Subsidiaries
Consolidated Balance Sheets
September 30 June 30
2004 2004
----------- -----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ - $ -
----------- -----------
Total current liabilities - -
Total liabilities - -
STOCKHOLDERS' EQUITY
Preferred stock, cumulative, $1.00
par value; 1,000,000 shares authorized:
Series A, 30,000 shares issued and
outstanding (liquidation
preference of $30,000) 30,000 30,000
Series H, 2 shares issued and outstanding
(liquidation preference of $50,000) 2 2
Series K, 20 shares issued and outstanding
(liquidation preference of $500,000) 20 20
Series 2002-G, 196 shares issued and
outstanding (liquidation preference
of $4.9 million) 196 196
Common stock, $.001 par value; 80,000,000
shares authorized; 5,242,120 shares
issued and outstanding at September 30
and June 30, 2004 5,242 5,242
Additional paid in capital 60,356,529 60,356,529
Accumulated deficit (60,342,017) (60,342,017)
----------- -----------
Total stockholders' equity 49,972 49,972
----------- -----------
Total liabilities and stockholders' equity $ 49,972 $ 49,972
=========== ===========
The accompanying notes are an integral part of these statements.
VPGI CORP. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three Months Ended September 30,
2004 2003
----------- -----------
Revenues
Product sales $ - $ -
Consulting and support services - -
----------- -----------
Total revenues - -
Cost of products and services
Cost of product sales - -
Cost of consulting and support services - -
----------- -----------
Total cost of products and services - -
----------- -----------
Gross margin - -
Operating expenses
General and administrative - 37,152
----------- -----------
Total operating expenses - 37,152
Operating loss - (37,152)
Other (income) expense
Other income - (6,560)
----------- -----------
Total other (income) expense - (6,560)
----------- -----------
Net loss - (30,592)
Dividend requirements on preferred stock (1,075) (1,075)
----------- -----------
Net loss attributable to common stockholders $ (1,075) $ (31,667)
=========== ===========
Per share amounts allocable to common stockholders
Basic and diluted
Net loss $ (0.00) $ (0.01)
=========== ===========
Weighted average common shares outstanding -
basic and diluted 5,242,120 4,839,468
The accompanying notes are an integral part of these statements.
VPGI CORP. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended September 30,
2004 2003
---------- ----------
Cash flows from operating activities
Net loss $ - $ (30,592)
Adjustments to reconcile net loss to cash
used in operating activities:
Common stock issued - 756
Warrants to purchase common stock issued - 27,488
Changes in operating assets and liabilities
Accounts payable and accrued
liabilities - (4,850)
---------- ----------
Cash and cash equivalents used
in operating activities - (7,198)
Cash flows from investing activities
Cash and cash equivalents
provided by investing activities - -
---------- ----------
Cash flows from financing activities
Cash and cash equivalents
used in financing activities - -
Net decrease in cash and cash equivalents - (7,198)
Cash and cash equivalents, beginning of period - 9,883
---------- ----------
Cash and cash equivalents, end of period $ - $ 2,685
========== ==========
Non-cash transactions:
756,000 shares of common stock issued
for consulting services
Warrants to purchase 150,000 shares of
common stock issued for professional
services
The accompanying notes are an integral part of these statements.
VPGI CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
BASIS OF PRESENTATION
The interim consolidated financial statements and summarized notes
included herein were prepared, without audit, in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP)
for interim financial information, pursuant to rules and regulations of the
Securities and Exchange Commission. Because certain information and notes
normally included in complete financial statements prepared in accordance
with U.S. GAAP were condensed or omitted pursuant to such rules and
regulations, it is suggested that these financial statements be read
in conjunction with the Consolidated Financial Statements and the Notes
thereto, included in the Company's Annual Report on Form 10-K for the
preceding fiscal year. These interim financial statements and notes hereto
reflect all adjustments which are, in the opinion of management, necessary
for a fair statement of results for the interim periods presented. Such
financial results, however, should not be construed as necessarily
indicative of future earnings.
REDEEMABLE PREFERRED STOCK
Prior to April 16, 2003, the Company's Series 2002-G preferred stock
was redeemable at the option of the holder, and was therefore classified
outside of stockholders' equity in the balance sheets of those periods. The
redemption value of these securities varies based on the market price of the
Company's common stock. The Company adopted an accounting method for those
prior periods provided in EITF Topic D-98 for these types of securities,
which recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of the security to equal the redemption value at
the end of each reporting period. The result of this accounting method is
an increase in loss attributable to common shareholders and a decrease in
stockholders' equity as the Company's common stock price increases, with
the opposite effect when the Company's common stock price decreases.
On April 16, 2003, the terms of the preferred stock were amended,
whereby redemption of the preferred stock shall be at the sole option of the
Company. Therefore, the preferred stock will be accounted for in subsequent
periods as equity.
NOTES PAYABLE / NOTES RECEIVABLE
On May 10, 2002 the Company entered into a note payable with Gemini
Growth Fund, L.P. for $200,000, at an annual interest rate of 14%, maturing
on May 31, 2003. On November 12, 2002, the loan agreement was modified to
change the loan amount from $200,000 to $300,000 and the Company entered
into an additional note payable with Trident Growth Fund, L.P., formerly
known as Gemini Growth Fund, L.P., for $100,000 at an annual interest rate
of 14%, maturing on November 30, 2003. In connection with the $100,000
loan, the Company issued warrants to purchase 75,000 shares of its Common
Stock, exercisable for three years at a fixed exercise price of $1.50 per
share. The loans were collateralized by a security interest in the note
received in connection with the sale of the Curtis Mathes trademark and
other assets of the Company. Interest was payable monthly in cash. In
December 2002, the Company received a notice of default and acceleration
notice from Trident Growth Fund, accelerating the entire principal balance
due on the notes. To satisfy this obligation, the Company negotiated a
discount on the $850,000 note receivable it acquired in the sale of the
Curtis Mathes trademark in exchange for a lump sum payment of $550,000 from
the debtor, charging $300,000 to discount on acceleration of note receivable
collection. Approximately $300,000 of the proceeds received by the Company
were applied to pay the entire remaining principal balance, as well as
accumulated interest and other fees, due on the note payable to Trident
Growth Fund.
SALE OF SUBSIDIARIES
In December 2002, the Company sold nine of its subsidiaries: Video
Management, Inc., including its wholly owned subsidiary Network America,
Inc., Corporate Network Solutions, L.C., Warranty Repair Corporation, FFL
Corporation, including its wholly owned subsidiary Systematic Electronics
Corp., uniView Technologies Advanced Systems Group, Inc., uniView Network
America Corp., and uniView Xpressway Corporation. In the transaction,
all of the issued and outstanding common stock of each of subsidiary was
transferred to W. I. Technology Holding Company Inc. for a purchase price of
$10. In connection with the sale, the Company issued warrants to purchase
150,000 shares of its common stock, exercisable through December 19, 2005 at
a fixed exercise price of the greater of $.01 or par value per share. The
Company had no operations remaining after the sale. Due to the resulting
suspension of ongoing development of its technologies, the Company wrote
down all of the intellectual property values and goodwill associated with
its technologies. The Company reported no gain or loss on the transaction
as the assets of these subsidiaries had been written off or realized, and
the liabilities on the books were satisfied prior to the sale.
LOSS PER SHARE
Basic loss per share are based upon the weighted average number of
shares of common stock outstanding. Diluted loss per share are based upon
the weighted average number of shares of common stock outstanding and, when
dilutive, common shares issuable for stock options, warrants and convertible
securities. There are no dilutive securities in the three-month periods
ended September 30, 2004 and 2003. The effect of preferred stock dividends
on the amount of losses allocable to common stockholders was negligible for
the three months ended September 30, 2004 and 2003.
The weighted average of outstanding warrants that were not included in
the diluted calculation because their effect would be anti-dilutive total
973,913 and 1,169,837 for the three months ended September 30, 2004 and
2003, respectively. The weighted average of outstanding options that were
not included in the diluted calculation because their effect would be anti-
dilutive total 1,808,196 and 2,027,283 for the three months ended September
30, 2004 and 2003, respectively.
BUSINESS SEGMENT INFORMATION
Until it discontinued normal operations in December 2002, the Company
was primarily engaged in high technology product sales and consulting and
support services. The following tables set forth certain information with
respect to the three months ended September 30:
2004 2003
---------- ----------
Net revenues:
Product sales $ - $ -
Services - -
---------- ----------
$ - $ -
========== ==========
Operating loss:
Product sales $ - $ -
Services - -
Corporate - (37,152)
---------- ----------
Total operating loss - (37,152)
Interest and other income - 6,560
---------- ----------
Net loss $ - $ (30,592)
========== ==========
STOCK-BASED COMPENSATION
In December 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure" (SFAS 148) which
amends Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123). SFAS 148 provides alternative methods
of transition for voluntary change to the fair value based method of
accounting for stock-based employee compensation and requires disclosures
in annual and interim financial statements of the effects of stock-based
compensation as reflected below.
The Company continues to account for its stock options under the
recognition and measurement principles of Accounting Principles board
Opinion No. 25 "Accounting for Stock Issued to Employees," and related
Interpretations. No stock based employee compensation expense related to
the Company's stock options is reflected in the net loss, as all options
granted under the plan had an exercise price equal to the market value of
the underlying common stock on the date of grant.
The following table illustrates the effect on net loss and loss per
share if the Company had applied the fair value recognition provisions of
SFAS 123 to stock-based compensation.
Three Months Ended
September 30 September 30
2004 2003
---------- ----------
Net loss, as reported $ (0.00) $ (31,667)
Deduct: Total stock-based employee
compensation expense determined
using the fair value based method
for all awards $ (0.00) $ (13,125)
---------- ----------
Pro forma net loss $ (0.00) $ (44,792)
========== ==========
Loss per share
As reported $ (0.00) $ (0.01)
Pro forma $ (0.00) $ (0.01)
The fair value of these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions:
Three Months Ended
September 30 September 30
2004 2003
---------- ----------
Expected volatility - 150%
Risk-free interest rate - 0.90%
Expected lives - 5 years
Dividend yield - -
SUBSEQUENT EVENTS
On November 10, 2004 the Company signed an Agreement and Plan of Merger
(the "Agreement") to acquire another company, Venture Pacific Group, Inc.
("VPG"). The merger was effected by merging a new subsidiary of the Company
into VPG, resulting in VPG being the surviving entity and a wholly-owned
subsidiary of the Company. The merger was effective upon issuance of the
Certificate of Merger by the Texas Secretary of State on November 16, 2004.
The Chief Executive Officer of the Company has a material relationship
with VPG, as he also serves as the Chief Executive Officer and as a director
of VPG and is the beneficial owner of approximately 39% of VPG. The Company
and VPG also have material relationships with Trident Growth Fund, L.P.
("Trident") who was reported in the Company's Annual Report on Form 10-K
for the period ended June 30, 2004 as a beneficial owner of 7.6% of the
Company's common stock. Trident is also a beneficial owner of approximately
35% of VPG and a significant creditor of VPG.
The acquisition results in the issuance to VPG shareholders
approximately 770,000 new shares of common stock of the Company, which are
valued at approximately $60,000, according to the stock price on November
10, 2004. The exchange ratio consists of one share of common stock of the
Company ("Common Stock") for each ten shares of VPG common stock held by
VPG shareholders.
The Company will also issue to Trident a new series of preferred
stock, Series 2004-L Preferred Stock (the "Preferred Stock"), to retire
an outstanding series of preferred stock of VPG. The Preferred Stock has
a liquidation value of $1.75 million and is convertible at the option of
the holder into a total of 1.75 million shares of Common Stock at any time
after six months from the issue date. 14% cumulative dividends accrue on
the Preferred Stock, which are payable as follows: 4% dividends are payable
quarterly and 10% dividends shall accumulate and be payable upon (a) the
conversion of the Preferred Stock to Common Stock, (b) the redemption of
the Preferred Stock, or (c) such time as the Company generates positive
cash flow sufficient to pay such dividends.
Concurrently with the acquisition of VPG, the Company borrowed $700,000
from Trident and executed a Convertible Note (the "Note") payable at the
earlier of: (i) November 10, 2005; (ii) the closing date of the Company's
next public offering; or (iii) the date of any change of control of the
Company, as defined therein. Interest is payable monthly on the Note at
the rate of 14% per annum. The Note is convertible into Common Stock at any
time on or after the six month anniversary of the date of issue of the Note,
at a per share conversion price equal to the average of the closing prices
of the Common Stock for the three business days ending on any conversion
date. In connection with the loan, the Company issued to Trident warrants
to purchase 760,000 shares of Common Stock, exercisable for five years at
an exercise price of $.10 per share.
The Company expects to utilize VPG as a primary operating entity.
VPG's primary business focus is expected to be licensing radio frequency
identification ("RFID") technologies to integrate with its own technologies
to develop applications in specialty areas, such as anti-counterfeiting of
drugs, medical devices, and logistical systems.
VPG, through a wholly-owned subsidiary, also has a patent pending
on a uniform educational testing system, which is deliverable through
the Internet. The technology combines video, audio, and written data in
an encrypted form that can be utilized to administer remote testing of
applicants by organizations and universities. The technology can be used
to move any form of manageable data in a secure format from remote locations
over the Internet.
The Company discontinued all normal business operations in December
2002, but with the acquisition of VPG, management believes that it is in
a position to begin seeking new business opportunities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize, and
which are subject to various risks and uncertainties, including statements
concerning expected expenses and the adequacy of our sources of cash to
finance our current and future operations. When used in this report, the
words "plans," "believes," "expects," "anticipates," "estimates" and similar
expressions are intended to identify forward-looking statements. Factors
which could cause actual results to materially differ from our expectations
include the following: general economic conditions and growth in the high
tech industry; competitive factors and pricing pressures; changes in product
mix; the timely development and acceptance of new products; and the risks
described from time to time in our SEC filings. These forward-looking
statements speak only as of the date of this report. We expressly disclaim
any obligation or undertaking to release publicly any updates or change in
our expectations or any change in events, conditions or circumstances on
which any such statement may be based, except as may be otherwise required
by the securities laws.
Overview
Until the Company discontinued operations in December 2002, we offered
enhanced digital media solutions to customers worldwide. We also offered
contact center customer service solutions through CIMphony[TM], a suite of
computer telephony integration (CTI) software products and services. We are
continuing to evaluate all of our options and may consider seeking a buyer,
a merger candidate or an acquisition of a viable business.
The following discussion provides information to assist in the
understanding of our financial condition and results of operations for the
fiscal quarter ended September 30, 2004. It should be read in conjunction
with the Consolidated Financial Statements and Notes thereto appearing in
our Annual Report on Form 10-K for fiscal year ended June 30, 2004.
Results of Operations
Revenues. We report no revenues for the fiscal quarters ended
September 30, 2004 and 2003.
Gross Margin. Gross margin for the fiscal quarters ended September 30,
2004 and 2003 was zero.
Operating Expenses. Total operating expenses for the three months
ended September 30, 2004 were zero, compared to $37,152 for the same period
in 2003. Significant components of operating expenses for the three months
ended September 30, 2003 consisted of the following:
2004 2003
---------- ----------
Compensation $ - $ 5,760
Legal expense and professional fees - 26,485
Other - 4,907
---------- ----------
Total $ - $ 37,152
========== ==========
"Other" expenses include public company cost, telephone, travel,
office, insurance and other general and administrative expenses. The
decrease in operating expenses for the period is attributable to the Company
discontinuing all operations in December 2002.
Liquidity and Capital Resources
Cash Flows From Operations. Cash used in operations for the fiscal
quarters ended September 30, 2004 and 2003 were zero and $7,198,
respectively.
Cash Flows From Investing Activities. During the fiscal quarters ended
September 30, 2004 and 2003 we engaged in no significant investing
activities.
Cash Flows from Financing Activities. We engaged in no significant
financing activities during the fiscal quarters ended September 30, 2004 or
2003.
Other Matters
Subsequent Events
On November 10, 2004 we executed an Agreement and Plan of Merger (the
"Agreement") to acquire Venture Pacific Group, Inc. ("VPG"). Pursuant to
the Agreement, we created a new wholly-owned subsidiary for the sole purpose
of merging into VPG, resulting in VPG being the surviving entity and
becoming a wholly-owned subsidiary of the Company. The transaction was
completed on November 16, 2004.
Our Chief Executive Officer, Patrick A. Custer, also serves as the
Chief Executive Officer and as a director of VPG and is the beneficial
owner of approximately 39% of VPG. Trident Growth Fund, L.P. ("Trident"),
previously reported as a beneficial owner of 7.6% of our common stock, is
also a beneficial owner of approximately 35% of VPG.
We will issue to VPG shareholders in the transaction a total
of approximately 770,000 new shares of our Common Stock, valued at
approximately $60,000. The exchange ratio of common stock consists of
one share of our par value $.001 common stock ("Common Stock") for each
ten shares of VPG common stock held by VPG shareholders.
We will also issue to Trident a new series of preferred stock, Series
2004-L Preferred Stock (the "Preferred Stock"), to retire an outstanding
series of preferred stock of VPG. The Preferred Stock has a liquidation
value of $1.75 million and is convertible at the option of the holder into
a total of 1.75 million shares of Common Stock at any time after six months
from the issue date. 14% cumulative dividends accrue on the Preferred
Stock, which are payable as follows: 4% dividends are payable quarterly and
10% dividends shall accumulate and be payable upon (a) the conversion of the
Preferred Stock to Common Stock, (b) the redemption of the Preferred Stock,
or (c) such time as the Company generates positive cash flow sufficient to
pay such dividends.
Concurrently with the acquisition of VPG, we borrowed $700,000 from
Trident and executed a Convertible Note (the "Note") payable at the earlier
of: (i) November 10, 2005; (ii) the closing date of our next public
offering; or (iii) the date of any change of control of the Company, as
defined therein. Interest is payable monthly on the Note at the rate of
14% per annum. The Note is convertible into Common Stock at any time on or
after the six month anniversary of the date of issue of the Note, at a per
share conversion price equal to the average of the closing prices of the
Common Stock for the three business days ending on any conversion date. In
connection with the loan, we issued to Trident warrants to purchase 760,000
shares of Common Stock, exercisable for five years at an exercise price of
$.10 per share.
VPG will be our primary operating entity, going forward. VPG's
primary business focus will be in radio frequency identification ("RFID")
applications in specialty areas, such as anti-counterfeiting, medical
devices, and logistical systems. We will focus on licensing RFID
technologies developed by others to integrate with our own technologies.
VPG's wholly-owned subsidiary, Test Secure International, Inc., has a
patent pending on a uniform educational testing system deliverable through
the Internet. The technology combines video, audio, and written data in
an encrypted form that can be utilized for remote testing under a license
arrangement with organizations and universities. The technology can be used
to move any form of manageable data in a secure format from remote locations
over the Internet.
As a result of our acquisition of VPG and the recent loan from Trident,
we have operating capital and we are in a position to aggressively pursue
business opportunities in the emerging RFID arena. We expect to become an
active participant in this exciting new field and hope soon to be able to
show positive returns for our shareholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which may
adversely affect our financial position, results of operations and cash
flows. In seeking to minimize the risks from interest rate fluctuations, we
manage exposures through our regular operating and financing activities. We
do not use financial instruments for trading or other speculative purposes
and we are not a party to any leveraged financial instruments. We are
exposed to interest rate risk primarily through our borrowing activities,
which are described in the "Long-Term Debt" Notes to the Consolidated
Financial Statements of our Annual Report on Form 10-K for fiscal year
ended June 30, 2004, which are incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer has reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive
Officer has concluded that these disclosure controls and procedures are
effective.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Reference is made to the Exhibit Index of this Form 10-Q for a
list of all exhibits filed with and incorporated by reference in
this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VPGI Corp.
(Registrant)
By: /s/ PATRICK A. CUSTER
--------------------------
Patrick A. Custer
Chief Executive Officer
and Principal Financial Officer
Date: November 19, 2004
VPGI CORP.
and Subsidiaries
EXHIBIT INDEX
Exhibit Number Description of Exhibits Page Number
----------------------------------------------------------------------------
2.1 Agreement and Plan of Merger dated November 10, 2004 between the
Company and Venture Pacific Group, Inc. (filed as Exhibit "2.1"
to the Company's Current Report on Form 8-K filed on November 17,
2004 and incorporated herein by reference.)
4.1 Series 2004-L Preferred Stock terms and conditions (filed as
Exhibit "4.1" to the Company's Current Report on Form 8-K filed
on November 17, 2004 and incorporated herein by reference.)
4.2 Form of warrant issued to Trident Growth Fund, L.P. in connection
with the Loan Agreement dated November 1, 2004 between the Company
and Trident Growth Fund, L.P. (filed as Exhibit "4.2" to the
Company's Current Report on Form 8-K filed on November 17, 2004
and incorporated herein by reference.)
10.1 Loan Agreement dated November 10, 2004 between the Company and
Trident Growth Fund, LP. (filed as Exhibit "10.1" to the Company's
Current Report on Form 8-K filed on November 17, 2004 and
incorporated herein by reference.)
31 * Certification of Chief Executive Officer and Principal Financial
Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities
and Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. 16
32 * Certification of Chief Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. 18
_______________
* Filed herewith.