DELAWARE
|
22-2011859
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
Page
|
||
PART
I
|
||
Item
1.
|
Description
of Business
|
1
|
Item
2.
|
Description
of Property
|
7
|
Item
3.
|
Legal
Proceedings
|
8
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
8 |
PART
II
|
||
Item
5.
|
Market
for Common Equity and Related Stockholder Matters
|
8
|
Item
6.
|
Management's
Discussion and Analysis or Plan of Operation
|
10
|
Item
7.
|
Financial
Statements
|
19
|
Item
8.
|
Changes
In and Disagreements with Accountants on Accounting
|
|
and
Financial Disclosure
|
19
|
|
Item
8A.
|
Controls
and Procedures
|
19
|
Item
8B.
|
Other
Information
|
19
|
PART
III
|
||
Item
9.
|
Directors,
Executive Officers, Promoters and Control Persons;
|
|
Compliance
With Section 16(a) of the Exchange Act
|
19
|
|
Item
10.
|
Executive
Compensation
|
21
|
Item
11.
|
Security
Ownership of Certain Beneficial Owners and Management
|
|
and
Related Stockholder Matters
|
25
|
|
Item
12.
|
Certain
Relationship and Related Transactions
|
26
|
Item
13.
|
Exhibits
|
27
|
Item
14.
|
Principal
Accountant Fees and Services
|
29
|
SIGNATURES
|
31
|
·
|
Reduction
in application development time, cost and
risk;
|
·
|
Reduction
of desktop and PDA application deployment time and
cost;
|
·
|
Increased
richness of user experience;
|
·
|
Elimination
of security concerns inherent with Web browser
vulnerabilities;
|
·
|
Decreased
server software and hardware costs;
and
|
·
|
Optimization
of network resources for best
performance.
|
·
|
Data
Access;
|
·
|
Role-based
User Profiles;
|
·
|
Flexible
Security Model including strong
encryption;
|
·
|
Configuration
Management;
|
·
|
Event
Management;
|
·
|
Integration
Gateways; and
|
·
|
Secure
Client.
|
1.
|
OEM
Licensing - This would include licensing existing technology we have
developed to other equipment manufacturers either to incorporate
into
their existing product offering or for
resale.
|
2.
|
Voice
and Data Security Products - Our existing products provide feature
rich
call control technology that can be expanded to serve additional
markets.
|
·
|
Microsoft.
SMEI is a Microsoft Certified Partner. Recently, Aquifer’s security model
and its presence on the Navy Marine Corps Intranet (NMCI) network
have
attracted interest from Microsoft Federal and from Microsoft Business
Development in Redmond. SMEI is currently working with Redmond to
develop
a NMCI formal Microsoft/SMEI case study describing the benefits of
.NET
and Aquifer.
|
·
|
AmberPoint.
AmberPoint is a Silicon Valley-based software company that builds
and
markets management solutions for Web services. SMEI and AmberPoint
co-market products to federal governmental agencies. SMEI plans to
integrate Aquifer and AmberPoint to help developers more easily and
accurately monitor the .NET applications they
build.
|
·
|
RTI’s
E-Solutions Divisioncombines its experience in mission critical systems,
distributed systems, web development, and knowledge environments
to
provide our customers with cutting-edge IT solutions for distributed
e-business and web infrastructure.
|
·
|
RTI’s
Mobile Solutions Division works closely with the other RTI divisions
to
provide support in the areas of wireless communication and portable
device
data management. MSD solutions deal with real-time data management
as well
as mission critical solutions to government/military and commercial
customers.
|
·
|
RTI’s
Professional Services Division provides both on-site and off-site
consulting and engineering support. PSD has formed long-term and
on-going
relationships with companies such as Lockheed Martin, Motorola, Logistics
Management Institute, BAE Systems, and Hughes Network Systems, to
support
their continuing engineering and consulting needs.
|
·
|
RTI’s
Software Systems Division (SSD) provides hard core and/or real-time
embedded and mission critical solutions to government, military and
commercial customers.
|
·
|
Kinitos,
Inc. delivers an enterprise deployment solution that allows IT to
maintain
centralized control of existing Windows Forms clients. The Kinitos
.NET
platform centralizes control of the monitoring, deployment and updating
of
existing Windows Forms client applications throughout the network.
It
handles policy based client deployment and rollback, enables real
time
monitoring and delivers centralized reporting of client
applications.
|
·
|
ObjectWare,
Inc. markets its IdeaBlades technology as an application development
platform for the rapid creation of smart client applications. ObjectWare
leverages Microsoft .NET technology to streamline development, deployment
and maintenance processes while simplifying the supporting hardware
and
software environments.
|
For
|
Against
|
Abstain
|
||
12,162,271
|
190,701
|
1,170
|
High
|
Low
|
High
|
Low
|
||||||||||
First
Quarter
|
$
|
.90
|
$
|
.50
|
$
|
1.60
|
$
|
.50
|
|||||
Second
Quarter
|
$
|
.80
|
$
|
.60
|
$
|
1.50
|
$
|
.80
|
|||||
Third
Quarter
|
$
|
.70
|
$
|
.50
|
$
|
0.70
|
$
|
.50
|
|||||
Fourth
Quarter
|
$
|
.60
|
$
|
.40
|
$
|
.90
|
$
|
.50
|
Plan
category
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
|
Weighted
average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available for future issuance under equity compensation plans (excluding
securities reflected in column (a)
|
|||||||
|
(a)
|
(b)
|
(c)
|
|||||||
Equity
compensation plans approved by security holders
|
1,371,000
|
$
|
1.00
|
467,000
|
||||||
|
||||||||||
Equity
compensation plans not approved by security
holders
|
-0-
|
-0-
|
-0-
|
|||||||
|
||||||||||
Total
|
1,371,000
|
$
|
1.00
|
467,000
|
For
the twelve months ended
December
31,
|
|||||||
2006
|
|
2005
|
|||||
Reported
Operating Income (Loss)
|
$
|
455,886
|
$ |
(1,006,881
|
)
|
||
Add-back:
|
|||||||
Non-cash
Depreciation & Amortization expenses
|
$
|
780,285
|
$
|
164,515
|
|||
Share-based
Compensation
|
$
|
90,612
|
$
|
5,000
|
|||
Adjusted
Operating Income (Loss)
|
$
|
1,326,783
|
$ |
(837,366
|
)
|
For
the Years Ending December 31,
|
|
||||||
|
|
2006
|
|
2005
|
|||
Sales
|
$
|
7,494,888
|
$
|
4,235,269
|
|||
Net
Loss
|
$
|
(16,271,618
|
)
|
$
|
(863,103
|
)
|
|
Net
Loss Per Share
|
$
|
(1.37
|
)
|
$
|
(.10
|
)
|
OPERATING
EXPENSES
|
PERCENT
OF SALES
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Research
& Development
|
435,768
|
431,021
|
5.8
|
%
|
10.2
|
%
|
|||||||
Selling,
General & Administrative
|
3,248,013
|
2,537,365
|
43.3
|
%
|
59.9
|
%
|
|||||||
Total
Operating Costs and Expenses
|
$
|
3,683,781
|
$
|
2,968,386
|
49.1
|
%
|
70.1
|
%
|
·
|
the
difficulty of integrating acquired products, services or
operations;
|
·
|
the
potential disruption of the ongoing businesses and distraction of
our
management and the management of acquired
companies;
|
·
|
the
difficulty of incorporating acquired rights or products into our
existing
business;
|
·
|
difficulties
in disposing of the excess or idle facilities of an acquired company
or
business and expenses in maintaining such
facilities;
|
·
|
difficulties
in maintaining uniform standards, controls, procedures and
policies;
|
·
|
the
potential impairment of relationships with employees and customers
as a
result of any integration of new management
personnel;
|
·
|
the
potential inability or failure to achieve additional sales and enhance
our
customer base through cross-marketing of the products to new and
existing
customers;
|
·
|
the
effect of any government regulations which relate to the business
acquired;
|
·
|
potential
unknown liabilities associated with acquired businesses or product
lines,
or the need to spend significant amounts to retool, reposition or
modify
the marketing and sales of acquired products or the defense of any
litigation, whether of not successful, resulting from actions of
the
acquired company prior to our
acquisition.
|
Name
|
Age
|
Position
|
||
Paul
Burgess
|
41
|
President,
chief executive officer and director
|
||
Joe
Noto
|
47
|
Chief
financial officer and secretary
|
||
Eric
D. Zelsdorf
|
40
|
Chief
technology officer
|
||
Michael
Ricciardi
|
47
|
Chief
operating officer
|
||
Jeannemarie
Devolites Davis
|
50
|
Director
|
||
Robert
E. Galbraith
|
62
|
Director
|
||
Thomas
F. Gillett
|
60
|
Director
|
||
Donald
Upson
|
52
|
Director
|
Name
and Principal Position
|
Year
|
Salary
$
|
Bonus
$
(1)
|
Stock
Awards
$
|
Option
Awards
$
(2)
|
Non-Equity
Incentive Plan Compensation
$
|
Nonqualified
Deferred Compensation Earnings
$
|
All
Other Compensation
$
|
Total
$
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Paul
Burgess
|
2006
|
$
|
112,500
|
(3)
|
$
|
52,500
|
$
|
165,500
|
|||||||||||||||||||||
President,
Chief Executive Officer and Director
|
2005
|
$
|
220,833
|
$
|
420,000
|
$
|
640,833
|
||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Joseph
Noto
|
2006
|
$
|
150,000
|
$
|
30,000
|
— |
—
|
$
|
180,000
|
||||||||||||||||||||
Chief
Financial Officer
|
2005
|
$
|
120,967
|
— |
$
|
40,000
|
$
|
160,967
|
|||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Mike
Ricciardi (4)
|
2006
|
$
|
41,250
|
—
|
$
|
75,000
|
$
|
15,000
|
(5)
|
$
|
131,250
|
||||||||||||||||||
Chief
Operating Officer
|
2005
|
—
|
—
|
||||||||||||||||||||||||||
Eric
Zelsdorf
|
2006
|
$
|
160,000
|
$
|
160,000
|
||||||||||||||||||||||||
Chief
Technology Officer
|
2005
|
$
|
146,667
|
$
|
146,667
|
Name
|
Number
of Securities Underlying Unexercised Options
#
Exercisable
|
Number
of Securities Underlying Unexercised Options
#
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Underexercised
Unearned Options
#
|
Option
Exercise Price
$
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested
#
|
Market
Value of Shares or Units of Stock That have not vested
$
|
Equity
Incentive Plan Awards: Number of Unearned Shares Units or Other
Rights
That Have Not Vested #
|
Equity
Incentive Plan Awards Market or Payout Value of Unearned Shares
Units or
Other Rights That have not Vested
$
|
|||||||||||||||||||
Joseph
Noto
|
66,667
|
133,333
|
(1)
|
—
|
$
|
1.00
|
July
2015
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Paul
Burgess
|
200,000
200,000
200,000
|
—
—
400,000
|
(2)
|
$
$
$
|
0.30
0.50
1.00
|
May
2014
Oct
2014
Feb
2015
|
||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Michael
Ricciardi
|
—
|
125,000
|
(3)
|
$
|
0.60
|
Sept
2016
|
(1)
|
66,667
vests July 2007 and 66,667 vests July 2008
|
(2)
|
200,000
vests Feb’ 2007 and 200,000 vests Feb’
2008
|
(3)
|
41,667
vests Sept’ 2007, 41,667 vests Sept’ 2008 and 41,667 vests Sept’
2009
|
·
|
each
director;
|
·
|
each
officer named in the summary compensation
table;
|
·
|
each
person owning of record or known by us, based on information provided
to
us by the persons named below, to own beneficially at least 5% of
our
common stock; and
|
·
|
all
directors and executive officers as a group.
|
Name
of Beneficial Owner (1)
|
Common
Stock
Beneficially
Owned (2)
|
Percentage
of
Common
Stock Beneficially Owned (2)
|
|||||
Paul
Burgess (3)
|
800,000
|
4.6
|
%
|
||||
Eric
D. Zelsdorf
|
583,560
|
3.5
|
%
|
||||
Robert
Galbraith (4)
|
124,500
|
*
|
|||||
Michael
Ricciardi (5)
|
3,118,703
|
18.8
|
%
|
||||
Marie
Riccirdi (5)
|
3,118,703
|
18.8
|
%
|
||||
Burlington
Assembly of God (6)
2035
Columbus Road
Burlington,
New Jersey 08016
|
1,000,000
|
5.9
|
%
|
||||
Joe
Noto (3)
|
66,667
|
*
|
|||||
Dragonfly
Capital Partners, LLC (7)
420
Lexington Avenue Suite 2620
New
York, New York 10170
|
978,200
|
5.5
|
%
|
||||
Jeannemarie
Devolites Davis
|
-
|
*
|
|||||
Thomas
F. Gillett
|
-
|
*
|
|||||
Donald
Upson
|
-
|
*
|
|||||
Alan
Bashforth (8)
|
1,659,836
|
9.5
|
%
|
||||
All
named executive officers and directors as a group (8
persons)
|
4,693,430
|
26.8
|
%
|
(1)
|
Except
as otherwise indicated, the address of each beneficial owner is c/o
Lattice Incorporated , 7150 N. Park Drive, Suite 500, Pennsauken,
NJ
08109
|
(2)
|
Applicable
percentage ownership is based on 16,629,848 shares of common stock
outstanding as of April 1, 2007, together with securities exercisable
or
convertible into shares of common stock within 60 days of April 1,
2006 for each stockholder. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission
and
generally includes voting or investment power with respect to securities.
Shares of common stock that are currently exercisable or exercisable
within 60 days of December 30, 2006 are deemed to be beneficially
owned by
the person holding such securities for the purpose of computing the
percentage of ownership of such person, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other
person.
|
(3)
|
Represents
shares issuable upon exercise of
options.
|
(4)
|
Includes
5,000 shares owned by Mr. Galbraith’s wife, as to which Mr. Galbraith
disclaims beneficial interest
|
(5)
|
Mr.
and Mrs. Ricciardi are husband and wife. The number of shares beneficially
owned by each of them includes (a) 717,974 shares owned by Michael
Ricciardi, (b) 1,480,823 shares owned by Marie Ricciardi, and (c)
919,905
shares owned by them as custodian for their minor child. Mr. and
Mrs.
Ricciardi disclaims beneficial interest in the shares owned by the
other
and their minor child.
|
(6)
|
Represents
666,667 shares of common stock and 333,333 shares of common stock
issuable
upon exercise of warrants.
|
(7)
|
Warrants issued to Dragonfly as placement fees for the Barron financing. These warrants were issued in 2 traunches of 489,100 each with a strike price of $0.50 and $1.25 per share respectively with a five year term. |
(8)
|
Includes:
(a) 16,500 shares owned by Mr. Bashforth; (b) 152,000 shares owned
by
Innovative Communications Technology, Ltd., which is controlled by
Mr.
Bashforth; (c) 436,336 shares owned by Calabash Holdings Ltd., which
is
controlled by Mr. Bashforth; and (d) 200,000 shares issuable upon
exercise
of options held by Calabash Holdings Ltd exercisable at 0.50 per
share
which expire March 31, 2008; and (e) 600,000 warrants exercisable
at $1.00
per share which expire 2012 and (f) 170,000 shares and 850,000 warrants
issued in connection with the private placement of common stock between
April 14th
and May 11, 2006. The warrants are five year warrants and have a
strike
price of $1.20 per share.
|
·
|
we
paid Michael Ricciardi, our chief operating officer, $ 512,064 and
issued
to him 717,975 shares of common stock; 162,560 shares of series B
preferred stock, which shall on September 18, 2007 automatically
convert
into approximately 135,466 shares of common stock; and an option
to
purchase 125,000 shares of our common stock at a purchase price of
$0.65
per share.
|
·
|
we
paid Marie Ricciardi, Mr. Ricciardi’s spouse, $1,056,135 and issued her we
issued her 1,480,823 shares of our common stock and 335,281 shares
of our
Series B preferred stock, which shall on September 18, 2007 automatically
convert into approximately 279,400 shares of our common stock.
|
·
|
we
paid $656,082 to Michele Ricciardi and issued Marie and Michael Richardi
Custodian for their minor child under the Uniform Gifts to Minors
Act
208,280 shares of our Series B preferred stock which shall on September
18, 2007 automatically convert into approximately 173,566 shares
of our
common stock
|
Exhibit
|
||
Number
|
Description
|
|
2.1
|
||
2.2
|
Stock
Purchase Agreement dated December 16, 2004 among Science Dynamics
Corporation, Systems Management Engineering, Inc. and the shareholders
of
Systems Management Engineering, Inc. identified on the signature
page
thereto (Incorporated by reference to Form 8-K, filed with the
Securities
and Exchange Commission on December 22, 2004)
|
|
2.3
|
Amendment
No. 1 to Stock Purchase Agreement dated February 2, 2005 among
Science
Dynamics Corporation, Systems Management Engineering, Inc. and
the
shareholders of Systems Management Engineering, Inc. identified
on the
signature page thereto (Incorporated by reference to Form 8-K,
filed with
the Securities and Exchange Commission on February 11,
2005)
|
|
2.4
|
Stock
purchase agreement by Ricciardi Technologies, Inc., its Owners,
including
Michael Ricciardi as the Owner Representative and Science Dynamics
Corporation, dated as of September 12,
2006.**
|
3.1
|
Certificate
of Incorporation (Incorporated by reference to the Company's
registration
statement on Form S-18 (File No. 33-20687), effective April 21,
1981)
|
|
3.2
|
Amendment
to Certificate of Incorporation dated October 31, 1980 (Incorporated
by
reference to the Company's registration statement on Form S-18 (File
No.
33-20687), effective April 21, 1981)
|
|
3.3
|
Amendment
to Certificate of Incorporation dated November 25, 1980 (Incorporated
by
reference to the Company's registration statement on Form S-18 (File
No.
33-20687), effective April 21, 1981)
|
|
3.4
|
Amendment
to Certificate of Incorporation dated May 23, 1984 (Incorporated
by
reference to the Company's registration statement on Form SB-2 (File
No.
333-62226) filed with the Securities and Exchange Commission on June
4,
2001)
|
|
3.5
|
Amendment
to Certificate of Incorporation dated July 13, 1987 (Incorporated
by
reference to the Company's registration statement on Form SB-2 (File
No.
333-62226) filed with the Securities and Exchange Commission on June
4,
2001)
|
|
3.6
|
Amendment
to Certificate of Incorporation dated November 8, 1996 (Incorporated
by
reference to the Company's registration statement on Form SB-2 (File
No.
333-62226) filed with the Securities and Exchange Commission on June
4,
2001)
|
|
3.7
|
Amendment
to Certificate of Incorporation dated December 15, 1998 (Incorporated
by
reference to the Company's registration statement on Form SB-2 (File
No.
333-62226) filed with the Securities and Exchange Commission on June
4,
2001)
|
|
3.8
|
Amendment
to Certificate of Incorporation dated December 4, 2002 (Incorporated
by
reference to the Company's information statement on Schedule 14C
filed
with the Securities and Exchange Commission on November 12,
2002)
|
|
3.9
|
By-laws
(Incorporated by reference to the Company's registration statement
on Form
S-18 (File No. 33-20687), effective April 21, 1981)
|
|
3.10
|
Restated
Certificate of Incorporation (Incorporated by reference to the
Registration Statement On Form SB-2. file with the Securities and
Exchange
Commission on February 12, 2007)
|
|
4.1
|
Secured
Convertible Term Note dated February 11, 2005 issued to Laurus Master
Fund, Ltd. (Incorporated by reference to Form 8-K filed with the
Securities and Exchange Commission on February 18,
2005)
|
|
4.2
|
Common
Stock Purchase Warrant dated February 11, 2005 issued to Laurus Master
Fund, Ltd. (Incorporated by reference to Form 8-K filed with the
Securities and Exchange Commission on February 18,
2005)
|
|
4.3
|
Second
Omnibus Amendment to Convertible Notes and Related Subscription Agreements
of Science Dynamics Corporation issued to Laurus Master Fund, Ltd.
(Incorporated by reference to Form 8-K, filed with the Securities
and
Exchange Commission on March 2, 2005)
|
|
4.4
|
Form
of warrant issued to Barron Partners LP**
|
|
4.5
|
Promissory
Note issued to Barron Partners LP**
|
|
4.6
|
Form
of warrant issued to Dragonfly Capital Partners LLC**
|
|
4.7
|
Secured
Promissory Note issued to Michael Ricciardi**
|
|
4.8
|
Amended
and Restated Common Stock Purchase Warrant issued to Laurus Master
Fund
LTD to Purchase up to 3,000,000 share of Common Stock of Lattice
Incorporated.**
|
|
4.9
|
Amended
and Restated Common Stock Purchase Warrant issued to Laurus Master
Fund,
LTD to Purchase up to 6,000,000 shares of Commmon Stock of Lattice
Incorporated**
|
|
4.10
|
Common
Stock Purchase Warrant issued to Laurus Master Fund, LTD to Purchase
14,583,333 Shares Of Common Stock of Lattice
Incorporated.
|
|
4.11
|
Second
Amended and Restated Secured Term Note from Lattice Incorporated
to Laurus
Master Fund, LTD.
|
|
10.1
|
Executive
Employment Agreement Amendment made as of February 14, 2005 by and
between
Science Dynamics Corporation and Paul Burgess (Incorporated by reference
to Form 8-K filed with the Securities and Exchange Commission on
March 2,
2005)**
|
|
10.2
|
Stock
Purchase Agreement by Ricciardi Technologies, Inc., its Owners, including
Michael Ricciardi as Owner Representative and Lattice Incorporated,
dated
September 12, 2006.**
|
|
10.3
|
Omnibus
Amendment and Waiver between Lattice Incorporated and Laurus Master
Fund,
LTD, dated September 18, 2006.**
|
|
10.3
|
Agreement
dated December 30, 2004 between Science Dynamics Corporation and
Calabash
Consultancy, Ltd. (Incorporated by reference to Form 8-K, filed with
the
Securities and Exchange Commission on February 25,
2005)
|
|
10.4
|
Employment
Agreement dated January 1, 2005 between Science Dynamics Corporation,
Systems Management Engineering, Inc. and Eric D. Zelsdorf (Incorporated
by
reference to Form 8-K filed with the Securities and Exchange Commission
on
February 25, 2005)
|
|
10.5
|
Executive
Employment of dated March 7, 2005 by and between Science Dynamics
Corporation and Joe Noto (Incorporated by reference to the 10-KSB
filed on
April 17, 2006)
|
10.7
|
Sub-Sublease
Agreement made as of June 22, 2001 by and between Software AG and
Systems
Management Engineering, Inc. (Incorporated by reference to Form
8-K filed
with the Securities and Exchange Commission on February 18,
2005)
|
|
10.8
|
Securities
Purchase Agreement dated February 11, 2005 by and between Science
Dynamics
Corporation and Laurus Master Fund, Ltd. (Incorporated by reference
to
Form 8-K filed with the Securities and Exchange Commission on February
18,
2005)
|
|
10.9
|
Master
Security Agreement dated February 11, 2005 among Science Dynamics
Corporation, M3 Acquisition Corp., SciDyn Corp. and Laurus Master
Fund,
Ltd. (Incorporated by reference to Form 8-K filed with the Securities
and
Exchange Commission on February 18, 2005)
|
|
10.10
|
Stock
Pledge Agreement dated February 11, 2005 among Laurus Master Fund,
Ltd.,
Science Dynamics Corporation, M3 Acquisition Corp. and SciDyn Corp.
(Incorporated by reference to Form 8-K filed with the Securities
and
Exchange Commission on February 18, 2005)
|
|
10.11
|
Subsidiary
Guaranty dated February 11, 2005 executed by M3 Acquisition Corp.
and
SciDyn Corp. (Incorporated by reference to Form 8-K filed with
the
Securities and Exchange Commission on February 18,
2005)
|
|
10.12
|
Registration
Rights Agreement dated February 11, 2005 by and between Science
Dynamics
Corporation and Laurus Master Fund, Ltd. (Incorporated by reference
to
Form 8-K filed with the Securities and Exchange Commission on February
18,
2005)
|
|
10.13
|
Microsoft
Partner Program Agreement (Incorporated by reference to Form 8-K
filed
with the Securities and Exchange Commission on February 18,
2005)
|
|
10.14
|
AmberPoint
Software Partnership Agreement (Incorporated by reference to Form
8-K
filed with the Securities and Exchange Commission on February 18,
2005)
|
|
10.15
|
Securities
Agreement between Science Dynamics Corporation and Barron Partners
LP,
dated September 15, 2006**
|
|
10.16
|
Employment
Agreement between Science Dynamics Corporation and Michael
Ricciardi**.
|
|
10.17
|
Amendment
to Employment Agreement - Paul Burges**
|
|
10.18
|
Amendment
to Employment Agreement - Joseph Noto**
|
|
10.19
|
Registration
Rights Agreement by and among Science Dynamics Corporation and
Barron
Partners LLP, dated As of September 19, 2006.**
|
|
10.20
|
Amendment
to Securities Purchase Agreement and Registration Rights Agreement
(Incorporated by Reference to the Registration Statement on Form
SB-2
filed with the SEC on February 12, 2007).
|
|
14.1
|
Code
of Ethics (Incorporated by reference to the Company's annual report
on
Form 10-KSB for the fiscal year ended December 31, 2003, filed
with the
Securities and Exchange Commission on April 9, 2004)
|
|
21.1
|
Subsidiaries
of the Company
|
|
31.1
|
Certification
by Chief Executive Officer, required by Rule 13a-14(a) or Rule
15d-14(a)
of the Exchange Act
|
|
31.2
|
Certification
by Chief Financial Officer, required by Rule 13a-14(a) or Rule
15d-14(a)
of the Exchange Act
|
|
32.1
|
Certification
by Chief Executive Officer, required by Rule 13a-14(b) or Rule
15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18
of the
United States Code
|
|
32.2
|
Certification
by Chief Financial Officer, required by Rule 13a-14(b) or Rule
15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18
of the
United States Code
|
|
99.1
|
Pledge
and Security Agreement made by and between Science Dynamics Corporation
in
favor of and being delivered to Michael Ricciardi as Owner Representative,
dated September 19, 2006
|
|
99.10
|
Lockup
Agreement from Laurus Master Fund, LTD.**
|
|
99.11
|
Irrevocable
Proxy**
|
|
99.2
|
Escrow
Agreement by and between Science Dynamics Corporation, Ricciardi
Technologies, Inc. and the individuals listed on Schedule 1 thereto,
dated
September 19, 2006**
|
|
99.3
|
Form
of Lock Up Agreement, executed pursuant to the Securities Purchase
Agreement between Science Dynamics Corporation and Barron Barron
Partners,
dated September 15, 2006.
|
Date: April 16, 2007 | By: | /s/ Paul Burgess |
Paul Burgess |
||
President,
Chief Executive Officer
and
Director
|
Date: April 16, 2007 | By: | /s/ Joe Noto |
Joe Noto |
||
Chief
Financial Officer and Principal
Accounting
Officer
|
Signature
|
Title
|
Date
|
||
/s/ Paul Burgess | ||||
Paul
Burgess
|
President,
Chief Executive Officer and Director
|
April
16, 2007
|
||
/s/ Joe Noto | ||||
Joseph
Noto
|
Chief
Financial Officer and Secretary
|
April
16, 2007
|
||
/s/
Robert Galbraith
|
||||
Robert
Galbraith
|
Director
|
April
16, 2007
|
||
Jeannemarie
Devolites Davis
|
Director
|
April
___, 2007
|
||
/s/ Thomas F. Gillett | ||||
Thomas
F. Gillett
|
Director
|
April
16,2007
|
||
Donald
Upson
|
Director
|
April
___, 2007
|
Report
of Independent Accountants dated March 9, 2007
|
F-2
|
Consolidated
Balance Sheets as of December 31, 2006 and 2005
|
F-3
|
Consolidated
Statements of Operations, two years ended December 31,
2006
|
F-4
|
Consolidated
Statements of Cash Flows, two years ended December 31,
2006
|
F-5
|
Consolidated
Statements of Changes in Shareholders' Equity, two years
ended
|
|
December
31, 2006
|
F-6
|
Notes
to Consolidated Financial Statements
|
F-7
- F-25
|
2006
|
|
2005
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
392,275
|
$
|
53,997
|
|||
Accounts
receivable - trade
|
2,412,164
|
706,255
|
|||||
Inventories
|
64,442
|
6,049
|
|||||
Other
current assets
|
698,514
|
190,581
|
|||||
Total
current assets
|
3,567,395
|
956,882
|
|||||
Property
and equipment, net
|
37,187
|
35,279
|
|||||
Goodwill
|
2,547,866
|
2,063,833
|
|||||
Other
Intangibles, net
|
7,344,235
|
1,077,110
|
|||||
Other
assets
|
122,936
|
19,213
|
|||||
-
|
|||||||
Total
assets
|
$
|
13,619,618
|
$
|
4,152,317
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
|||||||
Current
liabilities:
|
|||||||
Customer
deposits
|
$
|
15,000
|
$
|
150,199
|
|||
Customer
Prepayments
|
62,495
|
-
|
|||||
Accounts
payable
|
892,773
|
986,505
|
|||||
Accrued
expenses
|
1,736,754
|
1,084,555
|
|||||
Current
maturities notes payable
|
1,998,189
|
2,667,942
|
|||||
Derivative
Liability
|
19,873,782
|
462,462
|
|||||
Total
current liabilities
|
24,578,993
|
5,351,663
|
|||||
Non-Current
Deferred Tax Liabilities
|
406,162
|
-
|
|||||
Minority
Interest
|
135,561
|
78,316
|
|||||
Shareholders'
equity - (Deficit)
|
|||||||
Preferred
stock - .01 par value
|
|||||||
10,000,000
shares authorized
|
|||||||
1,000,000
and 0 issued
|
10,000
|
-
|
|||||
Common
stock - .01 par value,
|
|||||||
200,000,000
shares authorized,
|
|||||||
16,642,428
and 8,967,477 issued
|
|||||||
16,629,848
and 8,954,897 outstanding
|
|||||||
in
2006 and 2005 respectively.
|
166,425
|
89,675
|
|||||
Additional
paid-in capital
|
25,571,152
|
19,609,720
|
|||||
(Deficit)
|
(36,850,842
|
)
|
(20,579,224
|
)
|
|||
(11,103,265
|
)
|
(879,829
|
)
|
||||
Common
stock held in treasury, at cost
|
(397,833
|
)
|
(397,833
|
)
|
|||
Total
shareholders' equity (Deficit)
|
(11,501,098
|
)
|
(1,277,662
|
)
|
|||
Total
liabilities and shareholders'
|
|||||||
Equity
|
$
|
13,619,618
|
$
|
4,152,317
|
Year
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
Sales
- Technology Products
|
$
|
1,692,052
|
$
|
1,224,042
|
|||
Sales
- Technology Services
|
5,802,836
|
3,011,227
|
|||||
Total
Sales
|
7,494,888
|
4,235,269
|
|||||
Cost
of Sales - Technology Products
|
554,136
|
439,483
|
|||||
Cost
of Sales - Technology Services
|
2,801,085
|
1,834,281
|
|||||
Total
Cost of Sales
|
3,355,221
|
2,273,764
|
|||||
Total
Gross Profit
|
4,139,667
|
1,961,505
|
|||||
Operating
costs and expenses:
|
|||||||
Research
and development
|
435,768
|
431,021
|
|||||
Selling,
general and administrative
|
3,248,013
|
2,537,365
|
|||||
3,683,781
|
2,968,386
|
||||||
Operating
income (Loss) before other income (expenses)
|
455,886
|
(1,006,881
|
)
|
||||
Other
income (expense):
|
|||||||
Derivative
income (loss)
|
(13,753,295
|
)
|
370,027
|
||||
Extinguishment
gain (loss)
|
(158,266
|
)
|
|||||
Interest
Expense
|
(704,178
|
)
|
(509,007
|
)
|
|||
Finance
Expense
|
(2,054,520
|
)
|
(26,979
|
)
|
|||
Total
other expenses
|
(16,670,259
|
)
|
(165,959
|
)
|
|||
Net
(Loss) from operations
|
|||||||
Before
State Income tax benefit
|
(16,214,373
|
)
|
(1,172,840
|
)
|
|||
Benefit
from State Taxes
|
—
|
216,058
|
|||||
Loss
before minority interest
|
(16,214,373
|
)
|
(956,782
|
)
|
|||
Minority
Interest
|
(57,245
|
)
|
93,679
|
||||
Net
Loss
|
$
|
(16,271,618
|
)
|
$
|
(863,103
|
)
|
|
Basic
and diluted earnings per common share
|
|||||||
= From Net Loss | $ | (1.37 | ) | $ |
(0.10
|
)
|
|
Weighted
average shares outstanding basic and diluted
|
11,888,458
|
8,508,529
|
Year
Ended December 31,
|
|||||||
2006
|
|
2005
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
(loss)
|
$
|
(16,271,618
|
)
|
$
|
(863,103
|
)
|
|
Adjustments
to reconcile net (loss) to net cash
|
|||||||
provided
by (used for) operating activities:
|
|||||||
Depreciation
|
40,831
|
107,825
|
|||||
Amortization
Intangible assets
|
739,454
|
56,690
|
|||||
Amortization
of debt discount
|
371,753
|
154,702
|
|||||
Stock
based compensation
|
90,612
|
5,000
|
|||||
Financing
expense
|
2,054,520
|
26,979
|
|||||
Derivative
(Income) expense
|
13,753,295
|
(370,027
|
)
|
||||
Minority
interest
|
57,245
|
(93,679
|
)
|
||||
Extinguishment
Loss
|
158,266
|
-
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
(Increase)
decrease in:
|
|||||||
Accounts
receivable
|
(818,847
|
)
|
535,754
|
||||
Inventories
|
23,150
|
44,969
|
|||||
Other
current assets
|
(69,472
|
)
|
(14,809
|
)
|
|||
Other
assets
|
1,649
|
(64,401
|
)
|
||||
Increase
(decrease) in:
|
|||||||
Accounts
Payable and
|
|||||||
accrued
expenses
|
(270,269
|
)
|
489,745
|
||||
Customer
Deposits
|
(135,199
|
)
|
150,199
|
||||
Deferred
Revenue
|
62,495
|
-
|
|||||
Total
adjustments
|
16,059,483
|
1,028,947
|
|||||
Net
cash provided by (used for)
|
|||||||
operating
activities
|
(212,135
|
)
|
165,844
|
||||
Cash
flows from investing activities:
|
|||||||
Acquisitions
|
(3,665,638
|
)
|
(1,655,325
|
)
|
|||
Cash
acquired in acquisitions
|
156,772
|
5,519
|
|||||
Purchase
of property and equipment
|
(39,837
|
)
|
(12,212
|
)
|
|||
Net
cash (used) in investing activities
|
(3,548,703
|
)
|
(1,662,018
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Issuance
of common stock
|
1,293,906
|
-
|
|||||
Repayment
of convertible notes payable (Laurus)
|
(1,000,000
|
)
|
-
|
||||
Financing
fees in connection with Barrons financing and
|
|||||||
Revolving
accounts receivable line
|
(553,059
|
)
|
-
|
||||
Loans
from Stockholders & Officers
|
250,000
|
188,301
|
|||||
Loans
paid Stockholders & officers
|
(245,629
|
)
|
(78,912
|
)
|
|||
Payment
of Bank Notes
|
-
|
(131,250
|
)
|
||||
Issuance
of Convertible Debt (Barrons)
|
4,450,000
|
1,867,500
|
|||||
Short
term notes paid
|
(234,000
|
)
|
(66,000
|
)
|
|||
Net
borrowing (Payment)on Revolving AR credit facility
|
137,898
|
(422,149
|
)
|
||||
Net
cash (used in) provided by financing activities
|
4,099,116
|
1,357,490
|
|||||
Net
increase (decrease) in
|
|||||||
cash
and cash equivalents
|
338,278
|
(138,684
|
)
|
||||
Cash
and cash equivalents -
|
|||||||
beginning
of period
|
53,997
|
192,681
|
|||||
Cash
and cash equivalents -
|
|||||||
end
of period
|
$
|
392,275
|
$
|
53,997
|
|||
Supplemental
information:
|
|||||||
Interest
paid
|
$
|
315,470
|
$
|
235,718
|
|||
Taxes
paid
|
$
|
-
|
$
|
-
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-In
|
Treasury
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
(Deficit)
|
Shares
|
Amount
|
Total
|
||||||||||||||||||||
|
||||||||||||||||||||||||||||
December
31, 2004
|
5,396,417
|
53,964
|
16,566,639
|
(19,716,121
|
)
|
12,580
|
(397,833
|
)
|
(3,493,351
|
)
|
||||||||||||||||||
Discount
on 2005 Laurus Note
|
16,735
|
16,735
|
||||||||||||||||||||||||||
Issuance
of common stock
|
||||||||||||||||||||||||||||
Convertible
debt Conversion
|
1,542,872
|
15,429
|
1,336,158
|
1,351,587
|
||||||||||||||||||||||||
Issuance
of Stock
|
||||||||||||||||||||||||||||
Acquisition
of SMEI
|
1,655,325
|
16,553
|
1,340,813
|
1,357,366
|
||||||||||||||||||||||||
Issuance
of Common to
|
||||||||||||||||||||||||||||
SMEI
Employees
|
65,863
|
659
|
67,020
|
67,679
|
||||||||||||||||||||||||
Warrants
issued
|
10,000
|
10,000
|
||||||||||||||||||||||||||
Issuance
of Common
|
||||||||||||||||||||||||||||
Stock
issued for Service
|
307,000
|
3,070
|
272,355
|
275,425
|
||||||||||||||||||||||||
Net
Loss
|
(863,103
|
)
|
(863,103
|
)
|
||||||||||||||||||||||||
Balance
|
||||||||||||||||||||||||||||
December
31, 2005
|
-
|
-
|
8,967,477
|
89,675
|
19,609,720
|
(20,579,224
|
)
|
12,580
|
(397,833
|
)
|
(1,277,662
|
)
|
||||||||||||||||
Issuance
of common stock
|
||||||||||||||||||||||||||||
Private
Placement June 2006
|
2,274,951
|
22,750
|
1,371,156
|
1,393,906
|
||||||||||||||||||||||||
Issuance
of Stock
|
||||||||||||||||||||||||||||
Acquisition
of RTI
|
5,000,000
|
50,000
|
3,040,000
|
3,090,000
|
||||||||||||||||||||||||
Issuance
of Common to
|
||||||||||||||||||||||||||||
Keshet
Funds on Extinguishment of debt
|
300,000
|
3,000
|
177,000
|
180,000
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Laurus
Amendment
|
||||||||||||||||||||||||||||
July
06
|
100,000
|
1,000
|
57,500
|
58,500
|
||||||||||||||||||||||||
Issuance
of 1,161,588
|
||||||||||||||||||||||||||||
of
warrants in June 2006
|
720,185
|
720,185
|
||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Preferred
“Series B” issued
|
1,000,000
|
10,000
|
504,979
|
514,979
|
||||||||||||||||||||||||
Issuance
of
|
||||||||||||||||||||||||||||
Common
|
||||||||||||||||||||||||||||
Share-based
comp.
|
—
|
—
|
90,612
|
90,612
|
||||||||||||||||||||||||
Net
Loss
|
-
|
(16,271,618
|
)
|
(16,271,618
|
)
|
|||||||||||||||||||||||
Balance
|
||||||||||||||||||||||||||||
December
31, 2006
|
1,000,000
|
$
|
10,000
|
16,642,428
|
$
|
166,425
|
$
|
25,571,152
|
$
|
(36,850,842
|
)
|
12,580
|
$
|
(397,833
|
)
|
($11,501,098
|
)
|
2005
|
||||
Net
Loss As reported
|
$
|
(863,103
|
)
|
|
Deduct
compensation expenses (Fair Value Options)
|
(299,124
|
)
|
||
Deduct
Compensation expense (Fair Value Warrants)
|
(504,241
|
)
|
||
Pro
Forma Net Loss
|
$
|
(1,666,468
|
)
|
|
Basic
and Diluted Net Loss per share
|
||||
As
reported
|
($0.10
|
)
|
||
Pro
Forma Net Loss
|
($0.20
|
)
|
Category
|
Amount
|
|||
Current
assets
|
$
|
1,197,538
|
||
Property
and equipment
|
93,613
|
|||
Intangible
assets
|
3,197,633
|
|||
Deposits
|
2,000
|
|||
Current
liabilities
|
(1,104,668
|
)
|
||
Debt
|
(93,750
|
)
|
||
Minority
interest
|
(171,995
|
)
|
||
$
|
3,120,371
|
Intangible
assets acquired consisted of the following:
|
Life
|
||||||
Goodwill
|
—
|
$
|
2,063,833
|
||||
Contractual
backlog (a)
|
5
|
854,084
|
|||||
Customer
lists
|
5
|
279,716
|
|||||
Total
amount of intangible assets acquired
and weighted average life
|
5
|
$
|
3,197,633
|
Year
ended December 31:
|
2005
|
|||
Revenues
|
$
|
4,633,227
|
||
Net
income (loss) from continuing operations
|
$
|
(989,755
|
)
|
|
Basic
and diluted net income (loss) per
share from continuing operations
|
$
|
(0.10
|
)
|
Category
|
Amount
|
|||
Current
assets
|
$
|
1,230,027
|
||
Property
and equipment
|
1,473
|
|||
Intangible
assets
|
7,490,612
|
|||
Deposits
|
9,406
|
|||
Current
liabilities
|
(910,901
|
)
|
||
$
|
7,820,617
|
Life
|
|||||||
Customer
relationships
|
5
|
$
|
3,382,517
|
||||
Know
how and processes
|
5
|
2,924,790
|
|||||
Goodwill
|
—
|
484,033
|
|||||
Contractual
backlog
|
1
|
534,271
|
|||||
Employment
contract
|
1
|
165,000
|
|||||
$
|
7,490,611
|
|
2006
|
|||
Revenues
|
$
|
9,759,858
|
||
Net
(Loss)
|
$
|
(15,674,107
|
)
|
|
Basic
and diluted net (loss) per share
|
$
|
(1.32
|
)
|
2006
|
|
2005
|
|||||
Computers,
fixtures
|
|||||||
And
equipment
|
$
|
1,633,452
|
$
|
1,590,713
|
|||
Less
accumulated
|
|||||||
Depreciation
|
(1,596,265
|
)
|
(1,555,434
|
)
|
|||
Totals
|
$
|
37,187
|
$
|
35,279
|
2006
|
Gross
Carrying Amount
|
Accumulated
Amortization
|
Net
Carrying Amount
|
|||||||
Amortizable
intangible assets:
|
||||||||||
Customer
relationships
|
$
|
3,382,517
|
$
|
(169,126
|
)
|
$
|
3,213,391
|
|||
Know
how and processes
|
2,924,790
|
(146,240
|
)
|
2,778,550
|
||||||
Customer
backlog
|
1,388,355
|
(364,288
|
)
|
1,024,067
|
||||||
Customer
lists
|
279,717
|
(69,929
|
)
|
209,788
|
||||||
Employment
contract
|
165,000
|
(46,562
|
)
|
118,438
|
||||||
$
|
8,140,379
|
$
|
(796,145
|
)
|
$
|
7,344,234
|
2005
|
Gross
Carrying Amount
|
Accumulated
Amortization
|
Net
Carrying Amount
|
|||||||
Amortizable
intangible assets:
|
||||||||||
Customer
backlog
|
$
|
854,084
|
$
|
(42,704
|
)
|
$
|
811,380
|
|||
Customer
lists
|
279,716
|
(13,986
|
)
|
265,730
|
||||||
$
|
1,133,800
|
$
|
(56,690
|
)
|
$
|
1,077,110
|
2007
|
$
|
2,081,710
|
||
2008
|
1,579,767
|
|||
2009
|
1,579,767
|
|||
2010
|
1,523,077
|
|||
2011
|
579,915
|
|||
|
||||
Total
|
$
|
7,344,236
|
Year
Ended
|
|
Year
Ended
|
|
||||
|
|
December
31, 2006
|
|
December
31, 2005
|
|||
Revenue
|
|||||||
Technology
Services
|
$
|
5,802,836
|
(a)
|
3,011,227
|
(a)
|
||
Technology
Products
|
1,692,052
|
1,224,042
|
|||||
Total
Consolidated Revenue
|
$
|
7,494,888
|
(a)
|
$
|
4,235,269
|
(a)
|
|
Net
Income (loss)
|
|||||||
Technology
Services
|
151,052
|
(a)
|
(575,456
|
)(a)
|
|||
Technology
Products
|
(16,422,670
|
)
|
(287,647
|
)
|
|||
Total
Consolidated Net (Loss)
|
$
|
(16,271,618
|
)(a)
|
$
|
(863,103
|
)(a)
|
|
Assets
|
|||||||
Technology
Services
|
$
|
12,406,195
|
(b)
|
3,896,321
|
(b)
|
||
Technology
Products
|
$
|
1,213,422
|
255,996
|
||||
Total
Consolidated Assets
|
$
|
13,619,617
|
(b)
|
$
|
4,152,317
|
(b)
|
|
2006
|
|
2005
|
||||
Deferred
|
|||||||
Federal
|
$
|
-
|
$
|
-
|
|||
Current
|
|||||||
Federal
|
-
|
-
|
|||||
State
|
-
|
-
|
|||||
|
$ | - |
$
|
-
|
2006
|
|
2005
|
|||||
Income
tax benefit at the
|
|||||||
U.S.
federal statuary tax rate
|
$
|
5,675,031
|
$
|
410,494
|
|||
(Reduction)
increase in tax
|
|||||||
Benefit
from:
|
|||||||
Derivative
income(loss)
|
(4,813,653
|
)
|
129,509
|
||||
Extinguishment
(loss)
|
(55,393
|
)
|
-
|
||||
Amortization
of debt discount
|
(130,114
|
)
|
(54,146
|
)
|
|||
Benefit
from state taxes
|
-
|
(75,620
|
)
|
||||
Actual
income tax benefit not
|
|||||||
Provided
due to valuaton
|
|||||||
Allowance
|
$
|
675,871
|
$
|
410,237
|
December
31,
|
|
December
31,
|
|
||||
|
|
2006
|
|
2005
|
|||
Deferred
tax assets:
|
|||||||
Tax
benefits related
|
|||||||
To
net operating
|
|||||||
Loss
carry forwards
|
|||||||
And
research tax Credits
|
$
|
8,063,954
|
$
|
7,388,083
|
|||
Valuation
Allowance for
|
|||||||
Deferred
tax Assets
|
$
|
8,063,954
|
$
|
7,388,083
|
|||
Net
deferred tax Assets
|
$
|
-0-
|
$
|
-0-
|
2007
|
148,509
|
|||
2008
|
36,744
|
|||
2009
|
15,310
|
|||
2010
|
-0-
|
|||
Total
minimum lease payments
|
$
|
200,563
|
2006
|
|
2005
|
|||||
Face
value $2,000,000, variable rate (8.0% at December 31, 2005)
Secured
|
|||||||
Convertible
Term Note, due in monthly payments of $60,606 commencing June
30,
|
|||||||
2005
(a)
|
$
|
—
|
$
|
1,442,462
|
|||
$400,000,
8.0% Secured Convertible Keshet Term Note (b)
|
—
|
400,000
|
|||||
Revolving
credit facility (c)
|
590,749
|
202,851
|
|||||
Notes
Payable - Stockholders/Officers (d)
|
893,000
|
388,629
|
|||||
Short
term notes payable (e)
|
250,000
|
234,000
|
|||||
Convertible
note (f)
|
264,440
|
—
|
|||||
Total
notes payable
|
1,998,189
|
2,667,942
|
|||||
Less
current maturities, associated with notes payable
|
(1,998,189
|
)
|
(2,667,942
|
)
|
|||
Long-term
debt
|
$
|
—
|
$
|
—
|
Financial
instrument:
|
||||
Warrant
derivative
|
$
|
13,895,090
|
||
Compound
derivative
|
8,113,451
|
|||
Convertible
notes payable
|
—
|
|||
Financing
costs, net of cash costs of $454,851
|
(867,357
|
)
|
||
Day-one
derivative loss
|
(17,096,035
|
)
|
||
$
|
4,045,149
|
Derivative
income (expense)
|
Year
ended
December
31, 2006
|
Year
ended
December
31, 2005
|
|||||
Conversion
features
|
$
|
(13,858,526
|
)
|
$
|
264,752
|
||
Warrant
derivative
|
$
|
105,231
|
$
|
105,275
|
|||
|
$
|
(13,753,295
|
)
|
$
|
370,027
|
Liabilities
|
December
31, 2006
|
December
31, 2005
|
|||||
Compound
derivative
|
($
6,756,114
|
)
|
($
255,462
|
)
|
|||
Warrant
derivative
|
($
13,117,668
|
)
|
($
207,000
|
)
|
|||
Total
|
($
19,873,782
|
)
|
($
462,462
|
)
|
a) |
2002
Employee Stock option plan
|
Number
of
|
Number
of
|
Weighted-
|
||||||||
|
Options
|
Options
|
Average
|
|||||||
|
Available
|
Outstanding
|
Exercise
Price
|
|||||||
Balance
December 31, 2004
|
1,826,000
|
53,500
|
$
|
1.20
|
||||||
Options
granted under Plan 2005
|
(1,034,000
|
)
|
1,034,000
|
$
|
1.00
|
|||||
Options
expired in 2005
|
(41,500
|
)
|
$
|
1.10
|
||||||
Balance
December 31, 2005
|
792,000
|
1,046,000
|
$
|
1.00
|
||||||
Options
granted under Plan in 2006
|
(325,000
|
)
|
325,000
|
$
|
0.60
|
|||||
Balance
December 31, 2006
|
467,000
|
1,371,000
|
$
|
1.00
|
|
2006
|
|
2005
|
||||
|
|||||||
Risk-Free
interest rate
|
4.92
|
%
|
4.88
|
%
|
|||
Expected
dividend yield
|
-
|
-
|
|||||
Expected
stock price volatility
|
156
|
%
|
99
|
%
|
|||
Expected
option Life
|
10
years
|
10
years
|