Delaware
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75-2402409
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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PART
I. FINANCIAL INFORMATION
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Page(s)
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Item
1.
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Financial
Statements:
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Balance
Sheets as of June 30, 2006 (unaudited) and
December 31, 2005
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4
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Statements
of Operations for the Three Months and
Six Months Ended June 30, 2006 and 2005
(unaudited)
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5
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Statements
of Cash Flows for the Six Months ended
June 30, 2006 and 2005 (unaudited)
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6
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Notes
to Financial Statements
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7
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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10
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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13
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Item
4.
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Controls
and Procedures
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13
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PART
II. OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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14
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Item
1A.
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Risk
Factors
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14
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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14
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Item
3.
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Defaults
Upon Senior Securities
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14
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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14
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Item
5.
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Other
Information
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14
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Item
6.
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Exhibits
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14
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Signatures
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15
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Exhibit
Index
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16
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Exhibit
31.1
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Certification
by John A. Paganelli, Chief Executive Officer, pursuant to Rule
13a-14(a)
and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the
quarterly period ended March 31, 2006.
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Exhibit
31.2
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Certification
by David Hostelley, Chief Financial Officer, pursuant to Rule 13a-14(a)
and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the
quarterly period ended March 31, 2006.
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Exhibit
32.1
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Certification
by John A. Paganelli, Chief Executive Officer pursuant to18 U.S.C.
Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
for the quarterly period ended March 31, 2006.
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Exhibit
32.2
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Certification
by David Hostelley, Chief Financial Officer pursuant to 18 U.S.C.
Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
for the quarterly period ended March 31, 2006.
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June
30,
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December
31,
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2006
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2005
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ASSETS
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(unaudited)
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Current
assets:
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Cash
and cash equivalents
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$
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8,805
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$
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8,901
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Prepaid
expenses and other current assets
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70
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99
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Total
current assets
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8,875
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9,000
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Total
assets
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$
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8,875
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$
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9,000
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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Current
liabilities:
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Accounts
payable and accrued expenses
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$
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262
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$
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277
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Total
current liabilities
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262
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277
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Total
liabilities
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262
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277
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Commitments
and contingencies
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Stockholders’
equity:
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Preferred
stock - $.01 par value, 10,000,000 shares authorized; 1,002,017 and
952,839 shares of Series A convertible preferred issued and outstanding
(liquidation value $2,505,000 and $2,382,000)
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10
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10
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Common
stock - $.01 par value, 30,000,000 shares authorized; 16,991,101
and
16,945,026 shares issued and outstanding
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170
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169
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Additional
paid-in capital
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68,385
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68,384
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Subscriptions
receivable, net of reserve
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(101
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)
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(101
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)
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Accumulated
deficit
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(56,514
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)
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(56,402
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)
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Treasury
stock, 611,200 shares of common stock, at cost
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(3,337
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)
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(3,337
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)
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Total
stockholders’ equity
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8,613
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8,723
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Total
liabilities and stockholders’ equity
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$
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8,875
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$
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9,000
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See
Notes to Financial Statements.
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Three
Months Ended
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Six
Months Ended
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June
30,
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June
30,
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||||||||||||
2006
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2005
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2006
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2005
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(unaudited)
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(unaudited)
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Revenue:
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$
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—
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$
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—
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$
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—
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$
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—
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Operating
Expenses:
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—
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—
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General
and administrative
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170
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484
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359
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815
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170
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484
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359
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815
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Operating
loss
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(170
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)
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(484
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)
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(359
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)
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(815
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)
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Other
(income) expense, primarily interest
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(102
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)
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(50
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)
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(247
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)
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(90
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)
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Loss
before provision (benefit) for taxes
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(68
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)
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(434
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)
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(112
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)
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(725
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)
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Provision
(benefit) for taxes
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—
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—
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—
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—
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Net
Loss
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(68
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)
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(434
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)
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(112
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)
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(725
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)
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Preferred
stock dividend
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—
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—
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(238
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)
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(234
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)
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Net
loss attributable to
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|||||||||||||
to
common shareholders
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(68
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)
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(434
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)
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(350
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)
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(959
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)
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Net
loss per share-basic and diluted
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(0.00
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)
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(0.03
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)
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(0.02
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)
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(0.06
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)
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Weighted
average number of
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shares
outstanding - basic and diluted
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16,378
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16,878
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16,358
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16,264
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See
Notes to Financial Statements.
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Six
Months Ended
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June
30,
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|||||||
2006
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2005
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(unaudited)
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Cash
flows from operating activities:
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Net
loss
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$
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(112
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)
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$
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(725
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)
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Adjustments
to reconcile net loss to net cash used in
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|||||||
operating
activities:
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|||||||
Depreciation
and amortization
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—
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2
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Reserve
for Subscription Receivable
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—
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201
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Compensation
expense - Stock Options
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2
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—
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Changes
in:
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Prepaids
and other assets
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29
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(16
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)
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Accounts
payable and accrued expenses
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(15
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)
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(79
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)
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Net
cash used in operating activities
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(96
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)
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(617
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)
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NET
DECREASE IN CASH
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(96
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)
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(617
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)
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Cash
and cash equivalents at beginning of period
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8,901
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8,734
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CASH
AND CASH EQUIVALENTS AT END OF PERIOD
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$
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8,805
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$
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8,117
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See
Notes to Financial Statements.
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Weighted
Average Price
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Number
of Shares
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Weighted
Average Remaining Contractual Term (In
Years)
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Outstanding,
January 1, 2006
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$
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3.37
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905,000
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Granted
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0.41
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40,000
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Canceled
or Expired
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4.31
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(670,000
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)
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Forfeited
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—
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—
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Exercised
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—
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—
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Outstanding,
June 30, 2006
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$
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0.63
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275,000
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8.42
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Options
exercisable as of June 30, 2006
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275,000
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8.42
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Risk-free
interest rate
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4.9
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%
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Expected
volatility
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12.8
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%
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Weighted
average expected life (in years)
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5.0
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Dividend
yield
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0
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%
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Three
Months Ended
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Six
Months Ended
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||||||
June
30,
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June
30,
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||||||
2005
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2005
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Net
loss attributable to common stockholders as reported
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$
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(434
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)
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$
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(959
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)
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Deduct:
Total stock-based employee compensation expense determined under
fair
value based method for all awards, net of related tax
effects
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(1
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)
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(7
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)
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Pro
forma net loss
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$
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(435
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)
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$
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(966
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)
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Earnings
per share:
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Basic
and diluted-as reported
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$
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(0.03
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)
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$
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(0.06
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)
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Basic-pro
forma
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$
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(0.03
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)
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$
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(0.06
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)
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Exhibit 31.1 |
Certification
by John Paganelli, Chief Executive Officer, pursuant to Rule 13a-14(a)
and
15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly
period
ended June 30, 2006.
|
Exhibit 31.2 | Certification by David Hostelley, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, 2006. |
Exhibit 32.1 | Certification by John Paganelli, Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, 2006. |
Exhibit 32.2 | Certification by David Hostelley, Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, 2006. |
John A. Paganelli | ||
Chairman of the Board, | ||
Chief Executive Officer (Interim) | ||
David Hostelley | ||
Chief Financial Officer |
EXHIBIT |
NUMBER | DESCRIPTION |
Exhibit 31.1 |
Certification
by John Paganelli, Chief Executive Officer, pursuant to Rule 13a-14(a)
and
15d-14(a) of the Securities and Exchange Act of 1934 as adopted
pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly
period
ended June 30, 2006.
|
Exhibit 31.2 | Certification by David Hostelley, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, 2006. |
Exhibit 32.1 | Certification by John Paganelli, Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, 2006. |
Exhibit 32.2 | Certification by David Hostelley, Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June 30, 2006. |