þ
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Nevada
(State
or other jurisdiction of incorporation or organization)
|
20-2559624
(I.R.S.
Employer Identification No.)
|
|
|
|
|
3855
South 500 West, Suite J, Salt Lake City, Utah
(Address
of principal executive offices)
|
84115
(Zip
Code)
|
Title
of each class
Common
Stock, $0.001 par value per share
|
|
Name
of each exchange on which registered
None
|
Item
No.
|
Page
|
|
PART
I
|
|
|
|
|
|
ITEM
1.
|
DESCRIPTION
OF BUSINESS
|
1
|
ITEM
2.
|
DESCRIPTION
OF PROPERTY
|
6
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
6
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
12
|
|
|
|
PART
II
|
|
|
|
|
|
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
12
|
ITEM
6.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
|
14
|
ITEM
7.
|
FINANCIAL
STATEMENTS
|
21
|
ITEM
8.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
|
22
|
ITEM
8A.
|
CONTROLS
AND PROCEDURES
|
22
|
ITEM
8B.
|
OTHER
INFORMATION
|
23
|
|
|
|
PART
III
|
|
|
|
|
|
ITEM
9.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION
16(a) OF THE EXCHANGE ACT
|
23
|
ITEM
10.
|
EXECUTIVE
COMPENSATION
|
25
|
ITEM
11.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
26
|
ITEM
12.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
28
|
ITEM
13.
|
EXHIBITS
AND REPORTS ON FORM 8-K
|
28
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
29
|
ITEM 1. |
ITEM 2. |
DESCRIPTION
OF PROPERTY
|
ITEM 3. |
LEGAL
PROCEEDINGS
|
o
|
expand
our systems effectively or efficiently or in a timely
manner;
|
o
|
allocate
our human resources optimally;
|
o
|
meet
our capital needs;
|
o |
identify
and hire qualified employees or retain valued employees;
or
|
o | incorporate effectively the components of any business or product line that we may acquire in our effort to achieve growth. |
o
|
quarterly
variations in our revenues and operating
expenses;
|
o
|
announcements
of new products or services by us;
|
o
|
fluctuations
in interest rates;
|
o
|
significant
sales of our common stock, including “short”
sales;
|
o
|
the
operating and stock price performance of other companies that investors
may deem comparable to us; and
|
o
|
news
reports relating to trends in our markets or general economic
conditions.
|
·
|
For
the year ended December 31, 2006, salaries and related taxes increased
by
$694,831 to $858,869 for the year ended December 31, 2006 from $164,038
for the period from March 24, 2005 (inception) to December 31, 2005
due to
the hiring of staff to implement our business
plan.
|
·
|
For
the year ended December 31, 2006, consulting expense increased to
$73,750
as compared to $0 from March 24, 2005 (inception) to December 31,
2005
primarily due to approximately $63,000 paid to a consultant who then
became our president.
|
·
|
For
the year ended December 31, 2006, we incurred settlement expenses
due to
the termination of a consulting contract of $62,500 and the termination
of
an exclusive distribution agreement of $39,250. We did not incur
any
settlement expenses for the period ended December 31,
2005.
|
·
|
For
the year ended December 31, 2006, advertising and marketing expenses
were
$370,043 as compared to $22,626 for the period from March 24, 2005
(inception) to December 31, 2005, an increase of $347,417. This increase
is attributable to an increase in our marketing efforts as we roll
out
product and implement our business plan. We expect our marketing
and
advertising expenses to increase as our revenues increase and expect
to
spend increased funds on adverting and promotion of our products
as well
as sales training. During fiscal 2007, we intend to significantly
expand
our marketing efforts related to our
products.
|
·
|
For
the year ended December 31, 2006, other selling, general and
administrative expenses amounts to $872,115 as compared to $157,931
for
the period from March 24, 2005 (inception) to December 31, 2005.
The
increase was attributable to the increase in operations as we implement
our business plan and is summarized below:
|
2006
|
2005
|
||||||
Professional
fees
|
$
|
188,985
|
$
|
19,568
|
|||
Contract
labor
|
45,466
|
26,628
|
|||||
Insurance
|
24,847
|
3,454
|
|||||
Depreciation
|
41,503
|
2,440
|
|||||
Rent
|
57,664
|
5,918
|
|||||
Travel
and entertainment
|
64,359
|
4,380
|
|||||
Telephone
and utilities
|
33,707
|
5,292
|
|||||
Printing
expenses
|
39,016
|
12,653
|
|||||
Office
supplies
|
36,968
|
15,479
|
|||||
Events/shows
|
45,547
|
5,113
|
|||||
Credit
card and bank fees
|
42,101
|
11,928
|
|||||
Other
|
251,952
|
45,078
|
|||||
Total
|
$
|
872,115
|
$
|
157,931
|
·
|
During
fiscal 2005, salaries and related taxes were $164,038 and related
to the
hiring of staff to implement our business
plan.
|
·
|
During
fiscal 2005, we recorded bad debt expense of $22,500 in established
an
allowance for doubtful accounts on our accounts receivable balance.
|
·
|
During
fiscal 2005, marketing and advertising expenses were
$22,626.
|
·
|
During
fiscal 2005, other selling, general and administrative expenses were
$157,931 and included the
following:
|
Professional
fees
|
$
|
19,568
|
||
Contract
labor
|
26,628
|
|||
Insurance
|
3,454
|
|||
Depreciation
|
2,440
|
|||
Rent
|
5,918
|
|||
Travel
and entertainment
|
4,380
|
|||
Telephone
and utilities
|
5,292
|
|||
Printing
expenses
|
12,653
|
|||
Office
supplies
|
15,479
|
|||
Events/shows
|
5,113
|
|||
Credit
card and bank fees
|
11,928
|
|||
Other
|
45,078
|
|||
Total
|
$
|
157,931
|
FINANCIAL
STATEMENTS
|
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Financial
Statements:
|
||
Balance
Sheet - As of December 31, 2006
|
F-3
|
|
Statements
of Operations for the year ended December 31, 2006 and for the
period from
March 24, 2005 (inception) to December 31, 2005
|
F-4
|
|
Statements
of changes in Stockholders’ Equity for the Year Ended December 31, 2006
and for the period from March 24, 2005 (inception) to December
31,
2005
|
F-5
|
|
Statements
of Cash Flows for the Year Ended December 31, 2006 and for the
period from
March 24, 2005 (inception) to December 31, 2005
|
F-6
|
|
Notes
to Financial Statements
|
F-7
- F- 18
|
ASSETS
|
||||
Current
assets
|
||||
Cash
|
$
|
468,382
|
||
Accounts
receivable, net
|
121,149
|
|||
Inventories
|
102,522
|
|||
Prepaid
income taxes
|
44,361
|
|||
Prepaid
expenses and other current assets
|
31,724
|
|||
Deferred
income tax assets
|
19,468
|
|||
Due
from employees
|
3,714
|
|||
Total
current assets
|
791,320
|
|||
Property
and equipment, net
|
221,474
|
|||
Deposits
and other assets
|
12,119
|
|||
Intangible
assets
|
2,340
|
|||
Total
assets
|
$
|
1,027,253
|
||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
Current
liabilities
|
||||
Convertible
note payable
|
$
|
250,000
|
||
Convertible
note payable - officer
|
100,000
|
|||
Accounts
payable
|
246,691
|
|||
Accrued
liabilities
|
33,573
|
|||
Accrued
wages and wage related expenses
|
121,728
|
|||
Deferred
licensing revenue
|
86,801
|
|||
Sales
returns liability
|
32,000
|
|||
Total
current liabilities
|
870,793
|
|||
Long-term
liabilities
|
||||
Non-current
deferred income tax liablility, net
|
12,087
|
|||
Total
liabilities
|
882,880
|
|||
Stockholders'
equity
|
||||
Common
stock, $0.001 par value; 50,000,000 shares authorized; 10,175,000
shares
issued and outstanding
|
10,175
|
|||
Additional
paid-in capital
|
117,075
|
|||
Retained
earnings
|
17,123
|
|||
Total
stockholders' equity
|
144,373
|
|||
Total
liabilities and stockholders' equity
|
$
|
1,027,253
|
|
Year
Ended
Dec
31, 2006
|
For
the Period
From
Mar 24, 2005
(inception)
to
Dec
31, 2005
|
|||||
Net
sales
|
$
|
2,777,036
|
$
|
728,786
|
|||
Cost
of sales
|
727,434
|
119,410
|
|||||
Gross
profit
|
2,049,602
|
609,376
|
|||||
Operating
expenses:
|
|||||||
Salaries
and related taxes
|
858,869
|
164,038
|
|||||
Consulting
|
73,750
|
-
|
|||||
Settlement
fees
|
101,750
|
-
|
|||||
Advertising
and marketing
|
370,043
|
22,626
|
|||||
Bad
debt (recovery) expense
|
(2,307
|
)
|
22,500
|
||||
Other
selling, general and administrative
|
872,115
|
157,931
|
|||||
Total
operating expenses
|
2,274,220
|
367,095
|
|||||
(Loss)
income from operations
|
(224,618
|
)
|
242,281
|
||||
Other
income (expense):
|
|||||||
Interest
expense
|
(2,813
|
)
|
(900
|
)
|
|||
Interest
and other income
|
6,760
|
-
|
|||||
Total
other income (expense)
|
3,947
|
(900
|
)
|
||||
Income
before provision for income taxes
|
(220,671
|
)
|
241,381
|
||||
Income
tax benefit (expense)
|
79,418
|
(83,005
|
)
|
||||
Net
(loss) income
|
(141,253
|
)
|
158,376
|
||||
Basic
and diluted net (loss) earnings per common share
|
$
|
(0.01
|
)
|
$
|
0.02
|
||
Weighted
average number of shares outstanding - basic and
diluted
|
10,052,808
|
10,000,000
|
Additional
|
Total
|
|||||||||||||||
Common
Stock
|
Paid-in
|
Retained
|
Stockholders'
|
|||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Equity
|
||||||||||||
Balance,
March 24, 2005 (Inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
Common
stock issued to founder at inception
|
10,000,000
|
10,000
|
(9,000
|
)
|
-
|
1,000
|
||||||||||
Net
income for the period
|
-
|
-
|
-
|
158,376
|
158,376
|
|||||||||||
Balance,
December 31, 2005
|
10,000,000
|
10,000
|
(9,000
|
)
|
158,376
|
159,376
|
||||||||||
Capital
Contribution
|
-
|
-
|
25,000
|
-
|
25,000
|
|||||||||||
Sale
of common stock
|
100,000
|
100
|
74,900
|
-
|
75,000
|
|||||||||||
Common
stock issued in settlement of contract
|
75,000
|
75
|
26,175
|
-
|
26,250
|
|||||||||||
Net
loss for the year
|
-
|
-
|
-
|
(141,253
|
)
|
(141,253
|
)
|
|||||||||
Balance,
December 31, 2006
|
10,175,000
|
$
|
10,175
|
$
|
117,075
|
$
|
17,123
|
$
|
144,373
|
Year
Ended
|
For
the Period From
Mar
24, 2005 to
|
||||||
|
Dec
31, 2006
|
Dec
31, 2005
|
|||||
Cash
flows from operating activities
|
|||||||
Net
(loss) income
|
$
|
(141,253
|
)
|
$
|
158,376
|
||
Adjustments
to reconcile net (loss) income to net cash used in operating
activities:
|
|||||||
Depreciation
|
41,503
|
2,440
|
|||||
Loss
on disposal of fixed assets
|
335
|
-
|
|||||
Bad
debt (recovery) expense
|
(2,307
|
)
|
22,500
|
||||
Deferred
income tax (benefit ) expense
|
(79,418
|
)
|
72,037
|
||||
Expense
related to issuance of common stock for contract
settlement
|
26,250
|
-
|
|||||
Changes
in assets and liabilities
|
|||||||
Accounts
receivable
|
955
|
(142,297
|
)
|
||||
Inventory
|
(92,050
|
)
|
(10,472
|
)
|
|||
Due
from employees
|
(3,714
|
)
|
-
|
||||
Prepaid
income taxes
|
(44,361
|
)
|
-
|
||||
Prepaid
expenses and other current assets
|
39,074
|
(70,798
|
)
|
||||
Due
from related parties
|
6,364
|
(6,364
|
)
|
||||
Deposits
|
-
|
(4,516
|
)
|
||||
Other
assets
|
(7,603
|
)
|
-
|
||||
Accounts
payable
|
203,326
|
43,365
|
|||||
Income
taxes payable
|
(3,468
|
)
|
3,468
|
||||
Accrued
liabilities
|
11,799
|
-
|
|||||
Accrued
wages and wage related expenses
|
121,728
|
-
|
|||||
Deferred
licensing revenues
|
86,801
|
-
|
|||||
Sales
return liability
|
25,320
|
-
|
|||||
Accrued
interest payable
|
-
|
28,455
|
|||||
Net
cash provided by operating activities
|
189,281
|
96,194
|
|||||
Cash
flows from investing activities
|
|||||||
Payments
for intangible assets
|
-
|
(2,340
|
)
|
||||
Proceeds
from disposal of equipment
|
3,000
|
-
|
|||||
Purchase
of property and equipment
|
(189,543
|
)
|
(54,204
|
)
|
|||
Net
cash used in investing activities
|
(186,543
|
)
|
(56,544
|
)
|
|||
Cash
flows from financing activities
|
|||||||
Repayments
on equipment financing payable
|
(10,017
|
)
|
(14,989
|
)
|
|||
Loan
proceeds
|
-
|
4,500
|
|||||
Proceeds
from convertible note payable
|
250,000
|
-
|
|||||
Proceeds
from convertible note payable - officer
|
100,000
|
-
|
|||||
Loan
repayments
|
-
|
(4,500
|
)
|
||||
Capital
contribution
|
25,000
|
-
|
|||||
Proceeds
from sale of common stock
|
75,000
|
1,000
|
|||||
Net
cash provided by (used in) financing activities
|
439,983
|
(13,989
|
)
|
||||
Net
increase in cash and cash equivalents
|
442,721
|
25,661
|
|||||
Cash
and cash equivalents at beginning of year
|
25,661
|
-
|
|||||
Cash
and cash equivalents at end of year
|
$
|
468,382
|
$
|
25,661
|
|||
Supplemental
disclosure of cash flow information
|
|||||||
Cash
paid during the period for interest
|
$
|
1,814
|
$
|
900
|
|||
Cash
paid during the period for income taxes
|
$
|
1,000
|
$
|
7,500
|
|||
Non-cash
investing and financing activities
|
|||||||
Property
and equipment acquired for equipment financing payable
|
$
|
-
|
$
|
25,005
|
Useful
Lives
|
|
Office,
computer and other equipment
|
3
to 7 years
|
Automobiles
|
5
years
|
Leasehold
improvements
|
1
to 3.13 years
|
|
Net
Income
(Loss)
|
Weighted
Average
Shares
|
Per
Share
Amount
|
|||||||
Period
from March 24, 2005 (Inception) to December 31, 2005:
|
||||||||||
Basic
EPS
|
$
|
158,376
|
10,000,000
|
$
|
0.02
|
|||||
Effect
of common stock equivalents
|
—
|
—
|
||||||||
Diluted
EPS
|
$
|
158,376
|
10,000,000
|
$
|
0.02
|
|||||
Year
Ended December 31, 2006:
|
||||||||||
Basic
EPS
|
$
|
(141,253
|
)
|
10,052,808
|
$
|
(0.01
|
)
|
|||
Effect
of common stock equivalents
|
——
|
|||||||||
Diluted
EPS
|
$
|
(141,253
|
)
|
10,052,808
|
$
|
(0.01
|
)
|
Accounts
receivable
|
$
|
141,342
|
||
Less:
Allowance for doubtful accounts
|
(20,193
|
)
|
||
Accounts
Receivable, net
|
$
|
121,149
|
Finished
Goods
|
$
|
67,257
|
||
Raw
Materials
|
35,265
|
|||
$
|
$
102,522
|
Useful
Lives
|
|||||||
Computer
Equipment and Software
|
3
to 5 years
|
$
|
58,790
|
||||
Office
Equipment
|
3
to7 years
|
58,407
|
|||||
Furniture
and Fixtures
|
7
years
|
9,405
|
|||||
Automobiles
|
5
years
|
47,063
|
|||||
Leasehold
improvements
|
1
to 3.13 years
|
91,637
|
|||||
265,302
|
|||||||
Less
Accumulated Depreciation
|
(43,828
|
)
|
|||||
$
|
221,474
|
2006
|
2005
|
||||||
Deferred
income tax (benefit) expense
|
$
|
(79,418
|
)
|
$
|
72,037
|
||
Current
income tax (benefit) expense
|
--
|
10,968
|
|||||
$
|
(79,418
|
)
|
$
|
83,005
|
2006
|
2005
|
||||||
Computed
“expected” tax (benefit)
expense
|
$
|
(82,311
|
)
|
$
|
96,552
|
||
Meals
and entertainment
|
1,572
|
990
|
|||||
Other
|
1,321
|
--
|
|||||
Current
income taxes, tax rate difference
|
--
|
(14,537
|
)
|
||||
$
|
(79,418
|
)
|
$
|
83,005
|
2006
|
||||
Deferred
tax assets:
|
||||
Net
operating loss carryforward
|
$
|
4,422
|
||
Allowance
for doubtful accounts
|
7,532
|
|||
Sales
returns accrual
|
11,936
|
|||
Total
gross deferred tax assets
|
23,890
|
|||
Less
valuation allowance
|
--
|
|||
Net
deferred tax assets
|
$
|
23,890
|
||
Deferred
tax liabilities:
|
||||
Property
and equipment
|
$
|
16,509
|
||
Total
gross deferred tax liabilities
|
16,509
|
|||
Net
deferred tax assets
|
$
|
7,381
|
Deferred
tax assets, net
-
current
|
$
|
19,468
|
||
Deferred
tax liabilities, net - non-current
|
(12,087
|
)
|
||
Net
deferred tax assets
|
$
|
7,381
|
2007
|
$
|
44,088
|
||
2008
|
24,030
|
|||
2009
|
|
12,192
|
||
Total
|
|
$
|
80,310
|
2006
|
2005
|
||
United
States
|
86%
|
85%
|
|
Europe
|
5%
|
13%
|
|
Other
|
9%
|
2%
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
|
ITEM 8A. |
ITEM 8B. |
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION
16(a) OF THE
EXCHANGE ACT
|
Name
|
|
Age
|
|
Position
|
Robert
G. Pedersen II
|
|
40
|
|
Chief
Executive Officer, Director
|
Brandon
T. O’Brien
|
|
36
|
|
Chief
Financial Officer
|
ITEM 10. |
Name
and principal
Position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||
Robert
G. Pedersen II
CEO
& President
|
2004
2005
2006
|
-
-
40,000
|
-
-
10,000
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
85,000
(3)
-
|
-
85,000
50,000
|
|||||||||
Phillip
Chipping (1)
|
2004
2005
2006
|
-
54,614
98,500
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
54,614
98,500
|
|||||||||
David
Ho
Former
CFO (4)
|
2004
2005
2006
|
-
-
-
|
-
-
-
|
-
9,600
(2)
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
9,600
-
|
ITEM 11. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
Title
of
Class
|
|
Name
and Address
Of
Beneficial
Owners (1)
|
|
Amount
and Nature
Of
Beneficial Ownership
|
Percent
Of
Class
(2)
|
|
Common
Stock
|
|
Robert
G. Pedersen II, President and Chief Executive Officer (3)
|
|
6,785,714
|
44.35%
|
|
Common
Stock
|
Brandon
T. O’Brien
Chief
Financial Officer
|
0
|
--
|
|||
Common
Stock
|
|
Andrew
C. Park
201
Post Street, 11th Floor
San
Francisco, CA 94108
|
|
1,058,235
|
7.04%
|
|
Common
Stock
|
|
SunCreek,
LLC (4)
2873
Tolcate Lane
Holladay,
Utah 84121
|
|
5,285,714
|
34.53%
|
|
Common
Stock
|
Joseph
W. and Patricia G. Abrams Family Trust (5)
|
820,042
|
5.46%
|
|||
|
|
All
officers, directors and director nominees as a group
(2)
|
|
6,785,714
|
44.339%
|
(1)
|
Unless
otherwise noted, the address for each of the named beneficial owners
is:
3855 South 500 West, Suite J, Salt Lake City, Utah, 84115. Unless
otherwise indicated, beneficial ownership is determined in accordance
with
Rule 13d-3 promulgated under the Exchange Act and generally includes
voting and/or investment power with respect to securities. Shares
of
common stock subject to options or warrants that are currently exercisable
or exercisable within sixty days of March 18, 2007, are deemed to
be
beneficially owned by the person holding such options or warrants
for the
purpose of computing the percentage of ownership set forth in the
above
table, unless otherwise indicated.
|
(2)
|
The
calculations of percentage of beneficial ownership are based on 15,021,142
shares of common stock outstanding as of March 18,
2007.
|
(3)
|
Includes
1,500,000 shares of Common Stock held directly by Mr. Pedersen and
5,000,000 shares of Common Stock held by SunCreek, LLC, an entity
wholly
owned by Mr. Pedersen. Mr. Pedersen exercises sole voting and investment
control over the shares held by SunCreek, LLC. Also includes 285,714
shares subject to issuance upon the conversion of a convertible promissory
note in the principal amount of $100,000 owned by SunCreek, LLC.
The
conversion rate per share under the note is $0.35. The note is due
May 15,
2007, if not sooner paid or
converted.
|
(4)
|
Also
includes 285,714 shares subject to issuance upon the conversion of
a
convertible promissory note in the principal amount of $100,000 owned
by
SunCreek, LLC. The conversion rate per share under the note is $0.35.
The
note is due May 15, 2007, if not sooner paid or converted. SunCreek,
LLC
is an entity wholly owned by Mr. Pedersen. Mr. Pedersen exercises
sole
voting and investment control over the shares held by SunCreek, LLC.
See
note 3, above.
|
ITEM 12. |
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
ITEM 13. |
Number
|
Description
|
2.1(2)
|
Agreement
and Plan of Merger Dated February 8,
2007
|
2.2
(2)
|
Sale,
Assignment, Assumption and Indemnification Agreement dated February
8,
2007
|
3.1(1)
|
Articles
of Incorporation of Registrant as filed with the State of
Nevada
|
3.2
(1)
|
Bylaws
of Registrant
|
10.1
(1)
|
Management
Services Agreement dated May 1,
2005
|
10.2
(1)
|
Extension
of Management
Services Agreement dated May 1,
2005
|
10.3
(1)
|
Suspension
of Management Services Agreement Dated May 1,
2005
|
10.4
(1)
|
Academic
Regalia Purchase and Rental Agreement Dated June 15,
2005
|
10.5
(2)
|
Form
of Reseller Agreement
|
10.6
(2)
|
Form
of License Agreement
|
10.7
(2)
|
Form
of Distributorship Agreement
|
10.8
(2)
|
Distribution
Agreement with CareFit USA dated October 3, 2006
|
10.9
(2)
|
Distribution
Agreement with ENVIOUS dated January 24, 2006
|
14
|
Code
of Ethics
|
16
(3)
|
Letter
on Change in Certifying Accountants
|
31.1
|
Certification
of Chief Executive Officer Pursuant To Section 302 Of The
Sarbanes-Oxley Act Of 2002
|
31.2
|
Certification
of Chief Financial Officer Pursuant To Section 302 Of The
Sarbanes-Oxley Act Of 2002
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
2002
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
2002
|
99.1(2)
|
Director’s
and Officer’s Letter of Resignation by Mr. Johnny Lee and Officer’s Letter
of Resignation and Conditional Director’s Resignation from Mr. David Ho to
the Board of Directors of Registrant
|
(1)
|
Incorporated
by Reference from Registrant’s Registration Statement on Form SB-2 filed
December 2, 2005, as amended.
|
(2)
|
Incorporated
by Reference from Registrant’s Current Report on Form 8-K filed on
February 9, 2007.
|
(3)
|
Incorporated
by Reference from Registrant’s Current Report on Form 8-K, as amended,
filed on March 22,
2007.
|
ITEM 14. |
PRINCIPAL
ACCOUNTANT FEES AND
SERVICES
|
December
31, 2006
|
December
31, 2005
|
||||||
(i)
Audit
Fees
|
$
|
64,000
|
$
|
68,000
|
|||
(ii)
Audit
Related Fees
|
—
|
—
|
|||||
(iii)
Tax
Fees
|
—
|
—
|
|||||
(iv)
All
Other Fees
|
—
|
—
|
|||||
Total
fees
|
$
|
64,000
|
$
|
68,000
|
|
ZAGG
INCORPORATED
|
|
Dated:
March 27, 2007
|
By:
|
/s/
ROBERT
G. PEDERSEN II
Robert
G. Pedersen II, President, Chief Executive Officer and
Director
|
|
|
|
Dated:
March 27, 2007
|
By:
|
/s/
BRANDON
T. O’BRIEN
Brandon
T. O’Brien, Chief Financial Officer
|
|