UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005
[_] 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 1-31398
NATURAL GAS SERVICES GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 75-2811855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2911 South County Road 1260
Midland, Texas 79706
(Address of principal executive offices)
(432) 563-3974
(Issuer's telephone number, including area code)
N/A
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding at May 16, 2005
Common Stock, $.01 par value 6,782,764
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Quarterly Report on Form
10-QSB in response to comments received by us from the Staff of the Securities
and Exchange Commission. Unless otherwise stated, all information contained in
this amendment is as of May 16, 2005, the filing date of our original Quarterly
Report on Form 10-QSB for the fiscal quarter ended March 31, 2005. As a result
of this amendment, Natural Gas Services Group, Inc. is filing as exhibits to
this Amendment No. 1 on Form 10-QSB/A the certifications pursuant to Section 302
and 906 of the Sarbanes-Oxley Act of 2002. This Amendment No. 1 on Form 10-QSB/A
does not change our previously reported financial statements and other financial
disclosures.
Items included in the original Form 10-QSB that are not included herein
are not amended and remain in effect as of the date of the original filing.
Additionally, this Form 10-QSB/A does not purport to provide an update or a
discussion of any other developments subsequent to the original filing.
2
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of certain members of
Natural Gas' management, the chief executive officer and the chief financial
officer evaluated the effectiveness of the design and operation of the
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
Natural Gas Services Group, Inc. as of the end of the period covered by this
report. Based on this evaluation, the chief executive officer and chief
financial officer concluded that, as of the end of the period covered by this
report, Natural Gas' disclosure controls and procedures were effective to ensure
that information required to be disclosed by Natural Gas Services Group, Inc. in
the reports that it files under the Exchange Act is collected, processed and
disclosed within the time periods specified n the Commission's rules and forms.
(b) Changes in internal controls.
There were no changes in Natural Gas' internal controls during the
period covered by this report that have materially affected or are reasonably
likely to materially affect Natural Gas' internal controls over financial
reporting. In addition, to the knowledge of the chief executive officer and
chief financial officer there were no changes in other factors that could
significantly affect these controls subsequent to the date of the most recent
evaluation made by the chief executive officer and chief financial officer.
3
PART II - OTHER INFORMATION
Item 6. Exhibits
The following exhibits are filed herewith or incorporated herein by
reference, as indicated:
Exhibit No. Description
----------- -----------
2.1 Purchase and Sale Agreement by and between Hy-Bon Engineering
Company, Inc. and NGE Leasing, Inc. (Incorporated by reference
to Exhibit 2.1 of the Registrant's Current Report on Form 8-K
dated February 28, 2003 and filed with the Securities and
Exchange Commission on March 6, 2003)
3.1 Articles of Incorporation, as amended (Incorporated by
reference to Exhibit 3.1 of the 10QSB filed and dated November
10, 2004)
3.2 Bylaws (Incorporated by reference to Exhibit 3.4 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
4.1 Form of warrant certificate (Incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.2 Form of warrant agent agreement (Incorporated by reference to
Exhibit 4.2 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.3 Form of lock-up agreement (Incorporated by reference to
Exhibit 4.3 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.4 Form of representative's option for the purchase of common
stock (Incorporated by reference to Exhibit 4.4 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
4.5 Form of representative's option for the purchase of warrants
(Incorporated by reference to Exhibit 4.5 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
4.6 Stockholders Agreement, dated January 3, 2005 among Paul D.
Hensley, Tony Vohjesus, Jim Hazlett and Natural Gas Services
Group, Inc. (Incorporated by reference to Exhibit 4.3 of the
Registrant's From 8-K Report, dated January 3, 2005, as filed
with the Securities and Exchange Commission on January 7,
2005)
4
Executive Compensation Plans and Arrangements (Exhibits 10.1,
10.24, 10.25 and 10.26)
10.1 1998 Stock Option Plan (Incorporated by reference to Exhibit
10.1 of the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.2 Asset Purchase Agreement, dated January 1, 2001, between the
Registrant and Great Lakes Compression, Inc. (Incorporated by
reference to Exhibit 10.2 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.3 Exhibits 3(c)(1), 3(c)(2), 3(c)(3), 3(c)(4), 13(d)(1),
13(d)(2) and 13(d)(3) to Asset Purchase Agreement, dated
January 1, 2001, between the Registrant and Great Lakes
Compression, Inc. (Incorporated by reference to Exhibit 10.14
of the Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.4 Amendment to Guaranty Agreement between Natural Gas Services
Group, Inc. and Dominion Michigan Production Services, Inc.
(Incorporated by reference to Exhibit 10.3 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.5 Form of Series A 10% Subordinated Notes due December 31, 2006
(Incorporated by reference to Exhibit 10.8 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.6 Form of Five-Year Warrants to Purchase Common Stock
(Incorporated by reference to Exhibit 10.9 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.7 Warrants issued to Berry-Shino Securities, Inc. (Incorporated
by reference to Exhibit 10.10 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.8 Warrants issued to Neidiger, Tucker, Bruner, Inc.
(Incorporated by reference to Exhibit 10.11 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.9 Form of warrant issued in March 2001 for guaranteeing debt
(Incorporated by reference to Exhibit 10.12 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.10 Form of warrant issued in April 2002 for guaranteeing debt
(Incorporated by reference to Exhibit 10.13 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
5
10.11 Articles of Organization of Hy-Bon Rotary Compression, L.L.C.,
dated April 17, 2000 (Incorporated by reference to Exhibit
10.18 of the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.12 Regulations of Hy-Bon Rotary Compression, L.L.C. (Incorporated
by reference to Exhibit 10.19 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.13 First Amended and Restated Loan Agreement between the
Registrant and Western National Bank (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K, dated March 27, 2003 and filed with the
Securities and Exchange Commission on April 14, 2003)
10.14 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Alan Kurus (Incorporated by
reference to Exhibit 10.25 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.15 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Wayne Vinson (Incorporated by
reference to Exhibit 10.26 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.16 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Earl Wait (Incorporated by
reference to Exhibit 10.27 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.17 Triple Net Lease Agreement, dated June 1, 2003, between NGE
Leasing, Inc. and Steven J. & Katherina L. Winer (Incorporated
by reference to Exhibit 10.17 of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
2003)
10.18 Lease Agreement, dated June 19, 2003, between NGE Leasing,
Inc. and Wise Commercial Properties (Incorporated by reference
to Exhibit 10.18 of the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2003)
10.19 Lease Agreement, dated March 1, 2004, between the Registrant
and the City of Midland, Texas (Incorporated by reference to
Exhibit 10.19 of the Registrant's Form 10-QSB for the fiscal
quarter ended June 30, 2004)
10.20 Second Amended and Restated Loan Agreement, dated November 3,
2003, between the Registrant and Western National Bank
(Incorporated by reference to Exhibit 10.20 of the
Registrant's Form 10-QSB for the fiscal quarter ended June 30,
2004)
6
10.21 Securities Purchase Agreement, dated July 20, 2004, between
the Registrant and CBarney Investments, Ltd. (Incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated July 20, 2004 and filed with the Securities and
Exchange Commission on July 27, 2004)
10.22 Stock Purchase Agreement, dated October 18, 2004, by and among
the Registrant, Screw Compression Systems, Inc., Paul D.
Hensley, Jim Hazlett and Tony Vohjesus (Incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated October 18, 2004 and filed with the Securities
and Exchange Commission on October 21, 2004)
10.23 Fourth Amended and Restated Loan Agreement (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K, dated March 14, 2005 as filed with the Securities
and Exchange Commission on March 18, 2005)
10.24 Employment Agreement between Paul D. Hensley and Natural Gas
Services Group, Inc. (Incorporated by reference to Exhibit
10.1 of the Registrants Form 8-K Report, dated January 3,
2005, as filed with the Securities and Exchange Commission on
January 7, 2005)
10.25 Employment Agreement between William R. Larkin and Natural Gas
Services Group, Inc. (Incorporated by reference to Exhibit
10.25 of the Registrant's Form 10-KSB for the fiscal year
ended December 31, 2004, and filed with the Securities and
Exchange Commission on March 30, 2005)
10.26 Promissory Note, dated January 3, 2005, in the original
principal amount of $2,100,000.00 made by Natural Gas Services
Group, Inc. payable to Paul D. Hensley (Incorporated by
reference to Exhibit 10.26 of the Registrant's Form 10-KSB for
the fiscal year ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
10.27 Third Amended and Restated Loan Agreement, dated as of January
3, 2005, among Natural Gas Services Group, Inc., Screw
Compression Systems, Inc. and Western National Bank
(Incorporated by reference to Exhibit 10.1 of the Registrant's
current Report on form 8-K, dated January 3, 2005, and filed
with the Securities and Exchange Commission on January 7,
2005)
10.28 Modification Agreement, dated as of January 3, 2005, by and
between Natural Gas Services Group, Inc. and Western National
Bank (Incorporated by reference to Exhibit 10.2 of the
Registrant's Current Report on Form 8-K, dated January 3,
2005, and filed with the Securities and Exchange Commission on
January 7, 2005)
7
10.29 Guaranty Agreement, dated as of January 3, 2005, made by
Natural Gas Service Group, Inc., for the benefit of Western
National Bank (Incorporated by reference to Exhibit 10.3 of
the Registrant's Current Report on Form 8-K, dated January 3,
2005, and filed with the Securities and Exchange Commission on
January 7, 2005)
10.30 Guaranty Agreement, dated as of January 3, 2005, made by Screw
Compression Systems, Inc., for the benefit of Western National
Bank (Incorporated by reference to Exhibit 10.4 of the
Registrant's Current Report on Form 8-K, dated January 3,
2005, and filed with the Securities and Exchange Commission on
January 7, 2005)
10.31 Third Amended and Restated Loan Agreement (Incorporated by
reference to Exhibit 10.1 of the Registrant's Form 8-K dated
January 3, 2005 and filed with the Securities and Exchange
Commission January 3, 2005)
10.32 First Modification to Fourth Amended and Restated Loan
Agreement (Incorporated by reference to Exhibit 10.1 of the
Registrant's Form 8-K dated May 1, 2005 and filed with
Securities and Exchange Commission May 13, 2005)
14.0 Code of Ethics (Incorporated by reference to Exhibit 14.0 of
the Registrant's Form 10-KSB for the fiscal year ended
December 31, 2004, and filed with the Securities and Exchange
Commission on March 30, 2005)
21.0 Subsidiaries (Incorporated by reference to Exhibit 21.0 of the
Registrant's Form 10-KSB for the fiscal year ended December
31, 2004, and filed with the Securities and Exchange
Commission on March 30, 2005)
*31.1 Certification of Chief Executive Officer required by Section
302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of Chief Financial Officer required by Section
302 of the Sarbanes-Oxley Act of 2002
*32.1 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002
*32.2 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002
-----------------------------
* Filed herewith.
8
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATURAL GAS SERVICES GROUP, INC.
By: /s/ Stephen C. Taylor
-------------------------------------
Stephen C. Taylor
President and Chief Executive Officer
By: /s/ Earl R. Wait
-------------------------------------
Earl R. Wait
Chief Financial Officer and Treasurer
July 6, 2005
9
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
2.1 Purchase and Sale Agreement by and between Hy-Bon Engineering
Company, Inc. and NGE Leasing, Inc. (Incorporated by reference
to Exhibit 2.1 of the Registrant's Current Report on Form 8-K
dated February 28, 2003 and filed with the Securities and
Exchange Commission on March 6, 2003)
3.1 Articles of Incorporation, as amended (Incorporated by
reference to Exhibit 3.1 of the 10QSB filed and dated November
10, 2004)
3.2 Bylaws (Incorporated by reference to Exhibit 3.4 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
4.1 Form of warrant certificate (Incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.2 Form of warrant agent agreement (Incorporated by reference to
Exhibit 4.2 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.3 Form of lock-up agreement (Incorporated by reference to
Exhibit 4.3 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.4 Form of representative's option for the purchase of common
stock (Incorporated by reference to Exhibit 4.4 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
4.5 Form of representative's option for the purchase of warrants
(Incorporated by reference to Exhibit 4.5 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
4.6 Stockholders Agreement, dated January 3, 2005 among Paul D.
Hensley, Tony Vohjesus, Jim Hazlett and Natural Gas Services
Group, Inc. (Incorporated by reference to Exhibit 4.3 of the
Registrant's From 8-K Report, dated January 3, 2005, as filed
with the Securities and Exchange Commission on January 7,
2005)
Executive Compensation Plans and Arrangements (Exhibits 10.1,
10.24, 10.25 and 10.26)
10.1 1998 Stock Option Plan (Incorporated by reference to Exhibit
10.1 of the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.2 Asset Purchase Agreement, dated January 1, 2001, between the
Registrant and Great Lakes Compression, Inc. (Incorporated by
reference to Exhibit 10.2 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.3 Exhibits 3(c)(1), 3(c)(2), 3(c)(3), 3(c)(4), 13(d)(1),
13(d)(2) and 13(d)(3) to Asset Purchase Agreement, dated
January 1, 2001, between the Registrant and Great Lakes
Compression, Inc. (Incorporated by reference to Exhibit 10.14
of the Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.4 Amendment to Guaranty Agreement between Natural Gas Services
Group, Inc. and Dominion Michigan Production Services, Inc.
(Incorporated by reference to Exhibit 10.3 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.5 Form of Series A 10% Subordinated Notes due December 31, 2006
(Incorporated by reference to Exhibit 10.8 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.6 Form of Five-Year Warrants to Purchase Common Stock
(Incorporated by reference to Exhibit 10.9 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.7 Warrants issued to Berry-Shino Securities, Inc. (Incorporated
by reference to Exhibit 10.10 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.8 Warrants issued to Neidiger, Tucker, Bruner, Inc.
(Incorporated by reference to Exhibit 10.11 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.9 Form of warrant issued in March 2001 for guaranteeing debt
(Incorporated by reference to Exhibit 10.12 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.10 Form of warrant issued in April 2002 for guaranteeing debt
(Incorporated by reference to Exhibit 10.13 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.11 Articles of Organization of Hy-Bon Rotary Compression, L.L.C.,
dated April 17, 2000 (Incorporated by reference to Exhibit
10.18 of the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.12 Regulations of Hy-Bon Rotary Compression, L.L.C. (Incorporated
by reference to Exhibit 10.19 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.13 First Amended and Restated Loan Agreement between the
Registrant and Western National Bank (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K, dated March 27, 2003 and filed with the
Securities and Exchange Commission on April 14, 2003)
10.14 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Alan Kurus (Incorporated by
reference to Exhibit 10.25 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.15 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Wayne Vinson (Incorporated by
reference to Exhibit 10.26 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.16 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Earl Wait (Incorporated by
reference to Exhibit 10.27 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.17 Triple Net Lease Agreement, dated June 1, 2003, between NGE
Leasing, Inc. and Steven J. & Katherina L. Winer (Incorporated
by reference to Exhibit 10.17 of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
2003)
10.18 Lease Agreement, dated June 19, 2003, between NGE Leasing,
Inc. and Wise Commercial Properties (Incorporated by reference
to Exhibit 10.18 of the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2003)
10.19 Lease Agreement, dated March 1, 2004, between the Registrant
and the City of Midland, Texas (Incorporated by reference to
Exhibit 10.19 of the Registrant's Form 10-QSB for the fiscal
quarter ended June 30, 2004)
10.20 Second Amended and Restated Loan Agreement, dated November 3,
2003, between the Registrant and Western National Bank
(Incorporated by reference to Exhibit 10.20 of the
Registrant's Form 10-QSB for the fiscal quarter ended June 30,
2004)
10.21 Securities Purchase Agreement, dated July 20, 2004, between
the Registrant and CBarney Investments, Ltd. (Incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated July 20, 2004 and filed with the Securities and
Exchange Commission on July 27, 2004)
10.22 Stock Purchase Agreement, dated October 18, 2004, by and among
the Registrant, Screw Compression Systems, Inc., Paul D.
Hensley, Jim Hazlett and Tony Vohjesus (Incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated October 18, 2004 and filed with the Securities
and Exchange Commission on October 21, 2004)
10.23 Fourth Amended and Restated Loan Agreement (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K, dated March 14, 2005 as filed with the Securities
and Exchange Commission on March 18, 2005)
10.24 Employment Agreement between Paul D. Hensley and Natural Gas
Services Group, Inc. (Incorporated by reference to Exhibit
10.1 of the Registrants Form 8-K Report, dated January 3,
2005, as filed with the Securities and Exchange Commission on
January 7, 2005)
10.25 Employment Agreement between William R. Larkin and Natural Gas
Services Group, Inc. (Incorporated by reference to Exhibit
10.25 of the Registrant's Form 10-KSB for the fiscal year
ended December 31, 2004, and filed with the Securities and
Exchange Commission on March 30, 2005)
10.26 Promissory Note, dated January 3, 2005, in the original
principal amount of $2,100,000.00 made by Natural Gas Services
Group, Inc. payable to Paul D. Hensley (Incorporated by
reference to Exhibit 10.26 of the Registrant's Form 10-KSB for
the fiscal year ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
10.27 Third Amended and Restated Loan Agreement, dated as of January
3, 2005, among Natural Gas Services Group, Inc., Screw
Compression Systems, Inc. and Western National Bank
(Incorporated by reference to Exhibit 10.1 of the Registrant's
current Report on form 8-K, dated January 3, 2005, and filed
with the Securities and Exchange Commission on January 7,
2005)
10.28 Modification Agreement, dated as of January 3, 2005, by and
between Natural Gas Services Group, Inc. and Western National
Bank (Incorporated by reference to Exhibit 10.2 of the
Registrant's Current Report on Form 8-K, dated January 3,
2005, and filed with the Securities and Exchange Commission on
January 7, 2005)
10.29 Guaranty Agreement, dated as of January 3, 2005, made by
Natural Gas Service Group, Inc., for the benefit of Western
National Bank (Incorporated by reference to Exhibit 10.3 of
the Registrant's Current Report on Form 8-K, dated January 3,
2005, and filed with the Securities and Exchange Commission on
January 7, 2005)
10.30 Guaranty Agreement, dated as of January 3, 2005, made by Screw
Compression Systems, Inc., for the benefit of Western National
Bank (Incorporated by reference to Exhibit 10.4 of the
Registrant's Current Report on Form 8-K, dated January 3,
2005, and filed with the Securities and Exchange Commission on
January 7, 2005)
10.31 Third Amended and Restated Loan Agreement (Incorporated by
reference to Exhibit 10.1 of the Registrant's Form 8-K dated
January 3, 2005 and filed with the Securities and Exchange
Commission January 3, 2005)
10.32 First Modification to Fourth Amended and Restated Loan
Agreement (Incorporated by reference to Exhibit 10.1 of the
Registrant's Form 8-K dated May 1, 2005 and filed with
Securities and Exchange Commission May 13, 2005)
14.0 Code of Ethics (Incorporated by reference to Exhibit 14.0 of
the Registrant's Form 10-KSB for the fiscal year ended
December 31, 2004, and filed with the Securities and Exchange
Commission on March 30, 2005)
21.0 Subsidiaries (Incorporated by reference to Exhibit 21.0 of the
Registrant's Form 10-KSB for the fiscal year ended December
31, 2004, and filed with the Securities and Exchange
Commission on March 30, 2005)
*31.1 Certification of Chief Executive Officer required by Section
302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of Chief Financial Officer required by Section
302 of the Sarbanes-Oxley Act of 2002
*32.1 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002
*32.2 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002
-----------------------------
* Filed herewith.