Nevada
|
90-0226181
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
940 N.W. 1st Street, Fort Lauderdale, Florida
|
33311
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer ¨
|
Accelerated filer ¨
|
|
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
|
Smaller reporting company x
|
June
30,
|
||||||||
2010
|
December
31,
|
|||||||
(Unaudited)
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 34,160 | $ | 2,713 | ||||
Accounts
receivable, net of $32,000 and $31,000 allowance for doubtful accounts,
respectively
|
51,004 | 9,704 | ||||||
Accounts
receivable - related parties
|
53,839 | 14,419 | ||||||
Inventory
|
482,061 | 488,694 | ||||||
Income
tax refunds receivable
|
— | 121,802 | ||||||
Prepaid
expenses and other current assets
|
31,656 | 67,078 | ||||||
Deferred
tax asset, net - current
|
171 | 219 | ||||||
Total
current assets
|
652,891 | 704,629 | ||||||
Property,
plant and equipment, net
|
1,155,536 | 1,165,940 | ||||||
Deferred
tax asset, net - non-current
|
138,349 | 42,685 | ||||||
Other
assets
|
2,895 | 6,968 | ||||||
Total
assets
|
$ | 1,949,671 | $ | 1,920,222 | ||||
LIABILITIES
AND STOCKHOLDERS' (DEFICIT) EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 473,880 | $ | 391,767 | ||||
Customer
deposits
|
18,266 | 11,365 | ||||||
Royalties
payable - related parties
|
69,573 | 49,611 | ||||||
Other
liabilities
|
182,285 | 2,921 | ||||||
Other
liabilities and accrued interest - related parties
|
27,454 | 18,570 | ||||||
Notes
payable - current portion
|
248,662 | 247,424 | ||||||
Notes
payable - related parties - current portion
|
158,391 | 137,408 | ||||||
Total
current liabilities
|
1,178,511 | 859,066 | ||||||
Long-term
liabilities
|
||||||||
Notes
payable - long-term portion
|
809,884 | 834,966 | ||||||
Notes
payable - related parties - long-term portion
|
172,585 | 219,319 | ||||||
Total
liabilities
|
2,160,980 | 1,913,351 | ||||||
Commitments
and contingencies
|
||||||||
Stockholders'
(deficit) equity
|
||||||||
Preferred
stock; $0.001 par value: 10,000,000 shares authorized; No shares issued
and outstanding
|
— | — | ||||||
Common
stock; $0.001 par value; 250,000,000 shares authorized; 2,667,636 and
1,785,538 shares issued and outstanding, respectively
|
2,667 | 1,785 | ||||||
Common
stock payable; $0.001 par value; 350,000 and 502,140 shares,
respectively
|
350 | 502 | ||||||
Prepaid
equity based compensation
|
(305,015 | ) | (43,542 | ) | ||||
Additional
paid-in capital
|
1,760,790 | 1,358,333 | ||||||
Accumulated
deficit
|
(1,670,101 | ) | (1,310,207 | ) | ||||
Total
stockholders' (deficit) equity
|
(211,309 | ) | 6,871 | |||||
Total
liabilities and stockholders' (deficit) equity
|
$ | 1,949,671 | $ | 1,920,222 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
revenues
|
||||||||||||||||
Net
revenues
|
$ | 445,295 | $ | 444,192 | $ | 764,211 | $ | 804,972 | ||||||||
Net
revenues - related parties
|
212,770 | 125,657 | 358,037 | 276,181 | ||||||||||||
Total
net revenues
|
658,065 | 569,849 | 1,122,248 | 1,081,153 | ||||||||||||
Cost
of net revenues
|
||||||||||||||||
Cost
of net revenues
|
474,659 | 369,486 | 853,546 | 772,132 | ||||||||||||
Royalties
expense - related parties
|
18,122 | 15,140 | 30,962 | 35,403 | ||||||||||||
Total
cost of net revenues
|
492,781 | 384,626 | 884,508 | 807,535 | ||||||||||||
Gross
profit
|
165,284 | 185,223 | 237,740 | 273,618 | ||||||||||||
Operating
expenses
|
||||||||||||||||
Selling,
general and administrative
|
351,645 | 217,842 | 609,808 | 445,442 | ||||||||||||
Research
and development costs
|
17,086 | 17,274 | 32,646 | 27,353 | ||||||||||||
Total
operating expenses
|
368,731 | 235,116 | 642,454 | 472,795 | ||||||||||||
Loss
from operations
|
(203,447 | ) | (49,893 | ) | (404,714 | ) | (199,177 | ) | ||||||||
Other
(income) expense, net
|
||||||||||||||||
Other
(income) expense, net
|
(6,031 | ) | 757 | (4,898 | ) | 61,538 | ||||||||||
Interest
expense
|
18,826 | 18,183 | 39,168 | 38,138 | ||||||||||||
Interest
expense - related parties
|
10,771 | 6,671 | 16,526 | 13,773 | ||||||||||||
Total
other expense, net
|
23,566 | 25,611 | 50,796 | 113,449 | ||||||||||||
Net
loss before provision for income taxes
|
(227,013 | ) | (75,504 | ) | (455,510 | ) | (312,626 | ) | ||||||||
Provision
for income tax benefit
|
(27,273 | ) | (27,214 | ) | (95,616 | ) | (94,742 | ) | ||||||||
Net
loss
|
$ | (199,740 | ) | $ | (48,290 | ) | $ | (359,894 | ) | $ | (217,884 | ) | ||||
Basic
loss per common share
|
$ | (0.08 | ) | $ | (0.03 | ) | $ | (0.17 | ) | $ | (0.12 | ) | ||||
Diluted
loss per common share
|
$ | (0.08 | ) | $ | (0.03 | ) | $ | (0.17 | ) | $ | (0.12 | ) | ||||
Basic
weighted average common shares outstanding
|
2,421,294 | 1,785,538 | 2,119,288 | 1,785,538 | ||||||||||||
Diluted
weighted average common shares outstanding
|
2,421,294 | 1,785,538 | 2,119,288 | 1,785,538 |
Prepaid
|
Additional
|
Total
|
||||||||||||||||||||||||||||||
Common stock
|
Common stock payable
|
Equity based
|
paid-in
|
Accumulated
|
stockholders'
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
compensation
|
capital
|
deficit
|
equity (deficit)
|
|||||||||||||||||||||||||
Balance,
December 31, 2009
|
1,785,538 | $ | 1,785 | 502,140 | $ | 502 | $ | (43,542 | ) | $ | 1,358,333 | $ | (1,310,207 | ) | $ | 6,871 | ||||||||||||||||
Issuance
of stock payable from prior reporting periods
|
52,140 | 52 | (52,140 | ) | (52 | ) | — | — | — | — | ||||||||||||||||||||||
Stock
granted for consulting services
|
— | — | 100,000 | 100 | (99,000 | ) | 98,900 | — | — | |||||||||||||||||||||||
Legal
expense recognized for stock warrants
|
— | — | — | — | — | 6,250 | — | 6,250 | ||||||||||||||||||||||||
Current
period amortization of prepaid equity based
compensation
|
— | — | — | — | 21,774 | — | — | 21,774 | ||||||||||||||||||||||||
Net
loss
|
— | — | — | — | — | — | (160,154 | ) | (160,154 | ) | ||||||||||||||||||||||
Balance,
March 31, 2010 (Unaudited)
|
1,837,678 | 1,837 | 550,000 | 550 | (120,768 | ) | 1,463,483 | (1,470,361 | ) | (125,259 | ) | |||||||||||||||||||||
Issuance
of stock payable from prior reporting periods
|
450,000 | 450 | (450,000 | ) | (450 | ) | — | — | — | |||||||||||||||||||||||
Stock
granted for consulting services
|
375,000 | 375 | 250,000 | 250 | (290,000 | ) | 289,575 | — | 200 | |||||||||||||||||||||||
Legal
expense recognized for stock warrants
|
— | — | — | — | — | 6,250 | — | 6,250 | ||||||||||||||||||||||||
Stock
issued for consulting services during the period
|
4,958 | 5 | — | — | — | 1,482 | — | 1,487 | ||||||||||||||||||||||||
Current
period amortization of prepaid equity based compensation
|
— | — | — | — | 105,753 | — | — | 105,753 | ||||||||||||||||||||||||
Net
loss
|
— | — | — | — | — | — | (199,740 | ) | (291,740 | ) | ||||||||||||||||||||||
Balance,
June 30, 2010 (Unaudited)
|
2,667,636 | $ | 2,667 | 350,000 | $ | 350 | $ | (305,015 | ) | $ | 1,760,790 | $ | (1,670,101 | ) | $ | (303,309 | ) |
Six Months Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (359,894 | ) | $ | (217,884 | ) | ||
Adjustments
to reconcile net loss to net
cash
(used in) provided by operating activities:
|
||||||||
Depreciation
|
17,190 | 17,877 | ||||||
Amortization
|
— | 685 | ||||||
Change
in deferred tax asset, net
|
(95,616 | ) | (90,853 | ) | ||||
Change
in deferred tax liability, net
|
— | (2,411 | ) | |||||
Stock
based compensation
|
14,187 | 63,000 | ||||||
Amortization
of prepaid equity based compensation expense
|
127,527 | — | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Change
in accounts receivable, net
|
(41,300 | ) | (30,938 | ) | ||||
Change
in accounts receivable - related parties
|
(39,420 | ) | 10,071 | |||||
Change
in inventory
|
6,633 | 186,625 | ||||||
Change
in prepaid expenses and other current assets
|
35,422 | (124 | ) | |||||
Change
in costs and estimated earnings in excess of billings on uncompleted
contract
|
— | 287,861 | ||||||
Change
in other assets
|
4,073 | — | ||||||
Change
in accounts payable and accrued liabilities
|
82,113 | 60,272 | ||||||
Change
in customer deposits
|
6,901 | (187,540 | ) | |||||
Change
in income tax refunds receivable
|
121,802 | — | ||||||
Change
in income taxes payable
|
— | (21,478 | ) | |||||
Change
in other liabilities
|
(636 | ) | (4 | ) | ||||
Change
in other liabilities and accrued interest - related
parties
|
8,884 | 14,420 | ||||||
Change
in royalties payable - related parties
|
19,962 | (5,048 | ) | |||||
Net
cash (used in) provided by operating activities
|
(92,172 | ) | 84,531 | |||||
Cash
flows from investing activities:
|
||||||||
Purchase
of fixed assets
|
(6,786 | ) | (3,600 | ) | ||||
Net
cash used in investing activities
|
(6,786 | ) | (3,600 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from borrowing on loan payable
|
180,000 | — | ||||||
Principal
payments on notes payable
|
(23,844 | ) | (21,797 | ) | ||||
Principal
payments on notes payable - related parties
|
(25,751 | ) | (24,122 | ) | ||||
Net
cash provided by (used in) financing activities
|
130,405 | (45,919 | ) | |||||
Net
change in cash
|
31,447 | 35,012 | ||||||
Cash,
beginning of period
|
2,713 | 3,532 | ||||||
Cash,
end of period
|
$ | 34,160 | $ | 38,544 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid for interest
|
$ | 45,758 | $ | 44,397 | ||||
Cash
paid for income taxes
|
$ | — | $ | 20,000 |
Supplemental
disclosures of non-cash investing activities and
future operating activities:
|
||||||||
Stock
issued for prepaid equity based compensation
|
$ | 389,000 | $ | — | ||||
Stock
options and additional paid-in capital for purchase
of issued and pending patents on March 3, 2009
|
$ | — | $ | 63,000 |
1.
|
DESCRIPTION OF
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
|
1.
|
DESCRIPTION OF
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
1.
|
DESCRIPTION OF
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
1.
|
DESCRIPTION OF
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
2.
|
INVENTORY
|
June 30, 2010
|
December 31, 2009
|
|||||||
Raw
materials
|
$ | 325,024 | $ | 303,230 | ||||
Work
in process
|
— | — | ||||||
Finished
goods
|
157,037 | 185,464 | ||||||
$ | 482,061 | $ | 488,694 |
3.
|
PREPAID EXPENSES AND
OTHER CURRENT ASSETS
|
4.
|
PROPERTY, PLANT AND
EQUIPMENT
|
June 30, 2010
|
December 31, 2009
|
|||||||
Building,
leasehold improvements, and land
|
$ | 1,224,963 | $ | 1,224,963 | ||||
Furniture,
fixtures, vehicles and equipment
|
122,396 | 115,610 | ||||||
1,347,359 | 1,340,573 | |||||||
Less: accumulated
depreciation and amortization
|
191,823 | 174,633 | ||||||
$ | 1,155,536 | $ | 1,165,940 |
5.
|
CUSTOMER CREDIT
CONCENTRATIONS
|
6.
|
RELATED PARTIES
TRANSACTIONS
|
Promissory
note payable to the Chief Executive Officer of the Company, unsecured,
bearing interest at 7.5% per annum, due in monthly principal and interest
payments of $7,050, maturing on August 1, 2013.
|
$ | 291,964 | ||
Promissory
note payable due an entity in which the Company’s Chief Executive
Officer has a financial interest, GKR Associates, LLC., secured
by
third mortgage on real property, having a carrying value of $1,134,710
at
June 30, 2010, bearing 6.99% interest per annum, due in monthly principal
and interest payments of $1,980, maturing on February 22,
2012.
|
39,012 | |||
330,976 | ||||
Less
amounts due within one year
|
158,391 | |||
Long-term
portion of notes payable – related parties
|
$ | 172,585 |
6.
|
RELATED PARTY
TRANSACTIONS (continued)
|
2010
|
$ | 111,657 | ||
2011
|
95,218 | |||
2012
|
82,152 | |||
2013
|
41,949 | |||
2014
|
— | |||
Thereafter
|
— | |||
$ | 330,976 |
Promissory
note payable to the Chief Executive Officer of the Company, unsecured,
bearing interest at 7.5% per annum, due in monthly principal and interest
payments of $7,050, maturing on August 1, 2013.
|
$ | 307,412 | ||
Promissory
note payable due an entity in which the Company’s Chief Executive Officer
has a financial interest, GKR Associates, LLC., secured by second mortgage
on real property, having a carrying value of $1,148,425 at December 31,
2009, bearing 6.99% interest per annum, due in monthly principal and
interest payments of $1,980, maturing on February 22,
2012.
|
49,315 | |||
356,727 | ||||
Less
amounts due within one year
|
137,408 | |||
Long-term
portion of notes payable – related parties
|
$ | 219,319 |
6.
|
RELATED PARTY
TRANSACTIONS (continued)
|
6.
|
RELATED PARTY
TRANSACTIONS (continued)
|
June 30, 2010
|
December 31, 2009
|
|||||||
Accrued
interest on Notes payable – related parties
|
$ | 27,454 | $ | 18,205 | ||||
Accounts
payable – 940 Associates, Inc.
|
— | 365 | ||||||
Other
liabilities – related parties
|
$ | 27,454 | $ | 18,570 |
7.
|
ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES
|
8.
|
OTHER
LIABILITIES
|
9.
|
NOTES
PAYABLE
|
Term
loan secured by a second mortgage on the real property of the Company with
a carrying value of $1,134,710 at June 30, 2010, interest rate at 6.50%
per annum, due in monthly principal and interest payments of $1,200 with a
balloon payment due February 12, 2011.
|
$ | 199,528 | ||
Promissory
note payable secured by a first mortgage on the real property of the
Company having a carrying value of $1,134,710 at June 30, 2010, interest
at 6.99% per annum, due in monthly principal and interest payments of
$9,038, maturing on January 22, 2022.
|
859,018 | |||
1,058,546 | ||||
Less
amounts due within one year
|
248,662 | |||
Long-term
portion of notes payable
|
$ | 809,884 |
9.
|
NOTES PAYABLE
(continued)
|
2010
|
$ | 24,668 | ||
2011
|
249,818 | |||
2012
|
54,475 | |||
2013
|
58,623 | |||
2014
|
62,915 | |||
Thereafter
|
608,047 | |||
$ | 1,058,546 |
Revolving
Line of Credit secured by a third mortgage on the real property of the
Company with a carrying value of $1,148,425 at December 31, 2009, bearing
interest at the lender’s base rate plus 1.00% per
annum. Interest payments are due monthly on the outstanding
principal balance and the Line of Credit matures on December 2,
2009.
|
$ | 199,990 | ||
Promissory
note payable secured by a first mortgage on the real property of the
Company having a carrying value of $1,148,425 at December 31, 2009,
interest at 6.99% per annum, due in monthly principal and interest
payments of $9,038, maturing on January 22, 2022.
|
882,400 | |||
1,082,390 | ||||
Less
amounts due within one year
|
247,424 | |||
Long-term
portion of notes payable
|
$ | 834,966 |
10.
|
EQUITY INCENTIVE
PLAN
|
11.
|
STOCK ISSUED FOR LEGAL
SERVICES
|
12.
|
STOCK WARRANTS ISSUED
FOR LEGAL SERVICE
|
13.
|
STOCK ISSUED FOR
CONSULTING SERVICES
|
14.
|
OFFERING AGREEMENT AND
INDEPENDENT CONSULTANT AND ADVISORY
AGREEMENT
|
15.
|
INCOME
TAXES
|
June 30, 2010
|
June 30, 2009
|
|||||||
Current
taxes
|
||||||||
Federal
|
$ | — | $ | 3,706 | ||||
State
|
— | (5184 | ) | |||||
Current
taxes
|
— | (1,478 | ) | |||||
Change
in deferred taxes
|
(68,931 | ) | (29,812 | ) | ||||
Change
in valuation allowance
|
41,658 | 4,076 | ||||||
Provision
for income tax (benefit) expense
|
$ | (27,273 | ) | $ | (27.214 | ) |
June 30, 2010
|
June 30, 2009
|
|||||||
Current
taxes
|
||||||||
Federal
|
$ | — | $ | 3,706 | ||||
State
|
— | (5,184 | ) | |||||
Current
taxes
|
— | (1,478 | ) | |||||
Change
in deferred taxes
|
(188,757 | ) | (107,803 | ) | ||||
Change
in valuation allowance
|
93,141 | 14,539 | ||||||
Provision
for income tax (benefit) expense
|
$ | (95,616 | ) | $ | (94,742 | ) |
Deferred
tax assets:
|
||||
Equity
based compensation
|
$ | 23,868 | ||
Allowance
for doubtful accounts
|
10,880 | |||
Depreciation
and amortization timing differences
|
11,817 | |||
Net
operating loss carryforward
|
256,847 | |||
On-line
training certificate reserve
|
343 | |||
Total
deferred tax assets
|
303,755 | |||
Valuation
allowance
|
(165,235 | ) | ||
Deferred
tax assets net of valuation allowance
|
138,520 | |||
Less
deferred tax assets – non-current, net of valuation
allowance
|
138,349 | |||
Deferred
tax assets – current, net of valuation allowance
|
$ | 171 |
15.
|
INCOME TAXES
(continued)
|
June 30, 2010
|
June 30, 2009
|
|||||||
Statutory
tax rate benefit
|
— | % | — | % | ||||
Increase
(decrease) in rates resulting from:
|
||||||||
Net
operating loss carryforward or carryback
|
(40 | )% | (27 | )% | ||||
Equity
based compensation and loss
|
2 | % | (7 | )% | ||||
Book/tax
depreciation and amortization differences
|
(3 | )% | — | % | ||||
Change
in valuation allowance
|
20 | % | 5 | % | ||||
Other
|
— | % | (1 | )% | ||||
Effective
tax rate benefit
|
(21 | )% | (30 | )% |
Deferred
tax assets:
|
||||
Stock
options
|
$ | 33,527 | ||
Allowance
for doubtful accounts
|
10,540 | |||
Net
operating loss carryforward
|
72,382 | |||
On-line
training certificate reserve
|
438 | |||
Total
deferred tax assets
|
116,887 | |||
Valuation
allowance
|
(72,095 | ) | ||
Deferred
tax assets net of valuation allowance
|
44,792 | |||
Less
deferred tax assets – non-current, net of valuation
allowance
|
44,573 | |||
Deferred
tax assets – current, net of valuation allowance
|
$ | 219 | ||
Deferred
tax liability
|
||||
Depreciation
and amortization timing differences
|
$ | 1,888 | ||
Less
deferred tax liability – non-current
|
1,888 | |||
Deferred
tax liability – current
|
$ | — |
15.
|
INCOME TAXES
(continued)
|
16.
|
AUTHORIZATION OF
PREFERRED STOCK
|
17.
|
LEGAL
|
Exhibit No.
|
Description
|
Location
|
||
2.2
|
Merger
Agreement, dated June 18, 2002 by and among United Companies Corporation,
Merger Co., Inc. and Avid Sportswear & Golf Corp.
|
Incorporated
by reference to Exhibit 2.02 Amendment No. 1 to Form S-4 filed June 24,
2002.
|
||
2.3
|
Articles
of Merger of Avid Sportswear & Golf Corp. with and into Merger Co.,
Inc.
|
Incorporated
by reference to Exhibit 2.03 Amendment No. 1 to Form S-4 filed June 24,
2002.
|
||
3.1
|
Articles
of Incorporation
|
Incorporated
by reference to Exhibit 3.1 of 10-Q for the quarter ended September 30,
2009 filed on November 13, 2009.
|
||
3.2
|
Articles
of Amendment
|
Incorporated
by reference to the appendix to the Company's Definitive Information
Statement on Schedule 14C filed July 31, 2007.
|
||
3.3
|
Articles
of Amendment Authorization of Preferred Stock
|
Incorporated
by reference to Schedule 14C filed on June 1, 2010
|
||
3.4
|
Bylaws
|
Incorporated
by reference to Exhibit 3.04 to the Registration Statement on Form
10-SB.
|
||
5.1
|
2007
Stock Option Plan
|
Incorporated
by reference to the appendix to the Company's Definitive Information
Statement on Schedule 14C filed July 31, 2007.
|
||
10.1
|
Share
Exchange Agreement, dated March 23, 2004 by and among the Company, Trebor
Industries, Inc. and Robert Carmichael
|
Incorporated
by reference to Exhibit 16.1 to Current Report on Form 8-K filed April 9,
2004
|
||
10.2
|
Non-Exclusive
License Agreement –
BC
Keel Trademark
|
Incorporated
by reference to Exhibit 10.18 to Form 10QSB for the quarter ended June 30,
2005 filed August 15, 2005.
|
||
10.3
|
Exclusive
License Agreement - Brownie's Third Lung, Brownie's Public Safety,
Tankfill, and Related Trademarks and Copyrights
|
Incorporated
by reference to Exhibit 10.20 to Form 10QSB for the quarter ended June 30,
2005 filed August 15, 2005.
|
||
10.4
|
Non-Exclusive
License Agreement -
Garment
Integrated or Garment Attachable Flotation Aid and/or PFD
|
Incorporated
by reference to Exhibit 10.22 to Form 10QSB for the quarter ended June 30,
2005 filed August 15, 2005.
|
||
10.5
|
Non-Exclusive
License Agreement - SHERPA
Trademark
and Inflatable Flotation Aid/Signal
Device
Technology
|
Incorporated
by reference to Exhibit 10.24 to Form 10QSB for the quarter ended June 30,
2005 filed August 15, 2005.
|
||
10.6
|
Non-Exclusive
License Agreement - Tank-
Mounted
Weight, BC or PFD-Mounted Trim Weight or Trim Weight Holding
System
|
Incorporated
by reference to Exhibit 10.25 to Form 10QSB for the quarter ended June 30,
2005 filed August 15, 2005.
|
||
10.7
|
|
Exclusive
License Agreement – Brownie’s Third Lung and Related Trademarks and
Copyright
|
Incorporated
by reference to Exhibit 10.26 to Form 10KSB for the year ended December
31, 2006 filed April 4, 2007.
|
Exhibit No.
|
Description
|
Location
|
||
10.8
|
Agreement
for Purchase and Sale of Property Between Trebor Industries, Inc. and GKR
Associates, Inc. dated February 21, 2007
|
Incorporated
by reference to Exhibit 10.28 to Form 10KSB for the year ended December
31, 2006 filed April 4, 2007.
|
||
10.9
|
First
Mortgage dated February 22, 2007 between Trebor Industries, Inc. and
Colonial Bank
|
Incorporated
by reference to Exhibit 10.29 to Form 10KSB for the year ended year ended
December 31, 2006 filed April 4, 2007.
|
||
10.10
|
Note
dated February 22, 2007 payable to GKR Associates, Inc.
|
Incorporated
by reference to Exhibit 10.30 to Form 10KSB for the year ended year ended
December 31, 2006 filed April 4, 2007.
|
||
10.11
|
Second
Mortgage dated February 22, 2007 between Trebor Industries, Inc.
and GKR Associates, LLC.
|
Incorporated
by reference to Exhibit 10.31 to Form 10KSB for the year ended year ended
December 31, 2006 filed April 4, 2007.
|
||
10.12
|
Promissory
Note dated January 1, 2007 payable to Robert M.
Carmichael.
|
Incorporated
by reference to Exhibit 10.32 to Form 10KSB for the year ended year ended
December 31, 2006 filed April 4, 2007.
|
||
10.13
|
Asset
Purchase Agreement between Trebor Industries, Inc. and Robert
Carmichael.
|
Incorporated
by reference to Form 8K filed on August 1, 2008.
|
||
10.14
|
Asset
Purchase Agreement between Trebor Industries, Inc. and Robert
Carmichael.
|
Incorporated
by reference to Form 8K filed on March 5, 2009.
|
||
10.15
|
Asset
Purchase Agreement between Trebor Industries, Inc. and Robert
Carmichael.
|
Incorporated
by reference to Form 8K filed on January 19, 2010.
|
||
31.1
|
Certification
Pursuant to Rule 13a-14(a)/15d-14(a)
|
Provided
herewith.
|
||
31.2
|
Certification
Pursuant to Rule 13a-14(a)/15d-14(a)
|
Provided
herewith.
|
||
32.1
|
Certification
Pursuant to Section 1350
|
Provided
herewith.
|
||
32.2
|
|
Certification
Pursuant to Section 1350
|
|
Provided
herewith
|
Date: November 22,
2010
|
Brownie’s
Marine Group, Inc.
|
|
By:
|
/s/ Robert
M. Carmichael
|
|
Robert
M. Carmichael
|
||
President,
Chief Executive Officer,
|
||
Chief
Financial Officer/
|
||
Principal
Accounting
Officer
|