Idaho
|
3842
|
68-0566694
|
(State
or jurisdiction
|
(Primary
Standard
|
(IRS
Employer
|
of
incorporation or
|
Industrial
|
Identification
|
organization)
|
Classification
|
No.)
|
|
Code
Number)
|
David
M. Loev,
|
|
John
S. Gillies,
|
The
Loev Law Firm, PC
|
|
The
Loev Law Firm, PC
|
6300
West Loop South, Suite 280
|
&
|
6300
West Loop South, Suite 280
|
Bellaire,
Texas 77401
|
|
Bellaire,
Texas 77401
|
Phone:
(713) 524-4110
|
|
Phone:
(713) 524-4110
|
Fax:
(713) 524-4122
|
|
Fax:
(713) 456-7908
|
Title
of Each Class of Securities to Be Registered
|
Amount
Being Registered
|
Proposed
Maximum Price Per Share (1)
|
Proposed
Maximum Aggregate Price (1)
|
Amount
of Registration Fee(2)
|
Common
Stock
$0.001
par value per share
|
9,356,392
(3)
|
$0.047
|
$439,750.42
|
$13.50
|
Common
Stock
$0.001
par value per share
|
2,857,142
(4)
|
$0.047
|
$134,285.67
|
$4.12
|
Common
Stock
$0.001
par value per share
|
2,000,000
(5)
|
$0.047
|
$94,000.00
|
$2.89
|
Common
Stock
$0.001
par value per share
|
3,000,000
(6)
|
$0.047
|
$141,000.00
|
$4.33
|
Common
Stock
$0.001
par value per share
|
696,427
(7)
|
$0.047
|
$32,732.07
|
$1.16
|
Total
|
17,909,961
|
$0.047
|
$841,768.16
|
$26.00
|
Prospectus
Summary
|
6
|
Summary
Financial Data
|
9
|
Forward
Looking Statements
|
11
|
Risk
Factors
|
12
|
Use
of Proceeds
|
24
|
Dividend
Policy
|
24
|
Legal
Proceedings
|
24
|
Directors,
Executive Officers, Promoters and Control Persons
|
25
|
Security
Ownership of Certain Beneficial Owners and Management
|
27
|
Interest
of Named Experts and Counsel
|
29
|
Indemnification
of Directors and Officers
|
29
|
Description
of Business
|
31
|
Management's
Discussion and Analysis of
|
|
Financial
Condition and Results of Operations
|
45
|
Controls
and Procedures
|
59
|
Description
of Property
|
60
|
Certain
Relationships and Related Transactions
|
60
|
Executive
Compensation
|
61
|
Changes
in and Disagreements with Accountants
|
|
on
Accounting and Financial Disclosure
|
64
|
Descriptions
of Capital Stock
|
64
|
Shares
Available for Future Sale
|
65
|
Plan
of Distribution and Selling shareholders
|
66
|
Market
for Common Equity and Related Stockholder Matters
|
77
|
Additional
Information
|
78
|
Legal
Matters
|
78
|
Financial
Statements
|
79,
F-1
-- F-29
|
Part
II
|
81
|
Common
Stock Offered:
|
17,909,961
shares by selling
shareholders
|
Common
Stock Outstanding Before The Offering:
|
98,274,889
shares
|
Common
Stock Outstanding After The Offering:
|
116,184,850
shares (assuming the full conversion of all of the shares registered
herein in connection with the conversion of the Debentures, as
well as the
full exercise of all the shares issuable in connection with the
warrants,
which are registered herein).
|
Use
Of Proceeds:
|
We
will not receive any proceeds from the sale of the shares of common
stock
offered by the selling shareholders in connection with the common
stock
issuable upon conversion of the Debentures and/or the shares of
common
stock previously issued, however, we may receive up to $864,286
in
connection with the exercise of the 6,428,571 shares of common
stock
underlying the warrants which we are registering herein. See "Use
of
Proceeds."
|
Limited
Market:
|
Our
common stock is quoted on the Pink Sheets trading market under
the symbol
"PDPR." The market for our common stock is highly volatile, sporadic
and
illiquid as discussed in more detail below, under the heading "Risk
Factors." We can provide no assurance that there will be a market
for our
securities in the future. If in the future a market does exist
for our
securities, it is likely to be highly illiquid and
sporadic.
|
Principal
Offices:
|
12926
Willow Chase Drive Houston, TX 77070
|
Telephone
Number:
|
(281)
897-1108
|
Website:
|
www.kidscanplay.com
(which includes information that we do not desire to be incorporated
by
reference into this
Prospectus).
|
|
Three
Months Ended
|
Year
ended
|
|||||
|
December
31, 2006
|
June
30, 2006
|
|||||
Revenue
|
$
|
241,138
|
$
|
716,107
|
|||
Operating
expenses:
|
|||||||
Cost
of sales, except for
|
|||||||
items
stated separately below
|
35,640
|
219,272
|
|||||
Selling,
general and
|
|||||||
administrative
expenses
|
385,212
|
1,373,939
|
|||||
Depreciation
expense
|
6,038
|
20,231
|
|||||
Total
operating expenses
|
426,890
|
1,613,442
|
|||||
Loss
from operations
|
(185,752
|
)
|
(897,335
|
)
|
|||
Other
income and (expense):
|
|||||||
Interest
income
|
-
|
8
|
|||||
Interest
expense
|
(69,093
|
)
|
(81,873
|
)
|
|||
Change
in value of derivative
|
|||||||
financial
instruments
|
1,150,661
|
(3,742,205
|
)
|
||||
Gain
on extinguishment of debt
|
-
|
310,799
|
|||||
Other
expenses
|
-
|
(2,811
|
)
|
||||
Total
other income (expense)
|
1,081,568
|
(3,516,082
|
)
|
||||
Net
income (loss)
|
$
|
895,816
|
$
|
(4,413,417
|
)
|
||
Net
income (loss) per common share - basic
|
|||||||
and
diluted
|
$
|
0.01
|
$
|
(0.05
|
)
|
||
Weighted
average shares of common
|
|||||||
stock
outstanding - basic and diluted
|
98,274,889
|
95,998,042
|
December
31, 2006
|
June
30, 2006
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
22,857
|
$
|
274,641
|
|||
Trade
accounts receivable, net
|
380,393
|
268,642
|
|||||
Prepaid
expenses and other
|
|||||||
current
assets
|
11,825
|
13,396
|
|||||
Current
portion of deferred
|
|||||||
financing
cost, net
|
119,665
|
109,693
|
|||||
Total
current assets
|
534,740
|
666,372
|
|||||
Furniture
and equipment, net
|
58,954
|
59,138
|
|||||
Deferred
financing cost
|
169,530
|
239,334
|
|||||
Total
assets
|
$
|
763,224
|
$
|
964,844
|
|||
|
|||||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
Current
Liabilities:
|
|||||||
Trade
accounts payable
|
$
|
196,511
|
$
|
143,167
|
|||
Accrued
liabilities
|
268,079
|
257,680
|
|||||
Current
portion of convertible debt,
|
|||||||
net
of discount of $0 and $25,000
|
|||||||
at
December 31, 2006 and
|
|||||||
June
30, 2006, respectively
|
75,000
|
60,000
|
|||||
Due
to related party
|
500
|
500
|
|||||
Derivative
financial instruments
|
2,766,164
|
5,119,365
|
|||||
Total
current liabilities
|
3,306,254
|
5,580,712
|
|||||
Convertible
debt, net of discount of
|
|||||||
$543,358
and $592,716 at
|
|||||||
December
31, 2006 and
|
|||||||
June
30, 2006, respectively
|
56,642
|
7,284
|
|||||
Deferred
rent
|
11,871
|
12,575
|
|||||
|
|||||||
Total
liabilities
|
3,374,767
|
5,600,571
|
|||||
|
|||||||
Commitments
and contingencies
|
-
|
-
|
|||||
Stockholders'
deficit:
|
|||||||
Preferred
stock, par value $0.001;
|
|||||||
authorized
10,000,000 shares;
|
|||||||
issued
and outstanding 1,000,000 shares
|
|||||||
at
December 31, 2006 and June 30, 2006
|
1,000
|
1,000
|
|||||
Common
stock, par value $0.001; authorized
|
|||||||
100,000,000
shares; issued and outstanding
|
|||||||
98,274,889
at December 31, 2006 and
|
|||||||
June
30, 2006
|
98,275
|
98,275
|
|||||
Additional
paid-in capital
|
8,210,615
|
7,764,327
|
|||||
Accumulated
deficit
|
(10,921,433
|
)
|
(12,499,329
|
)
|
|||
|
|||||||
Total
stockholders' deficit
|
(2,611,543
|
)
|
(4,635,727
|
)
|
|||
|
|||||||
|
|||||||
Total
liabilities and stockholders' deficit
|
$
|
763,224
|
$
|
964,844
|
|
o
|
refunding
of amounts we have been paid pursuant to our government
contracts;
|
|
o
|
imposition
of fines, penalties and other sanctions on
us;
|
|
o
|
loss
of our right to participate in various federal
programs;
|
|
o
|
damage
to our reputation in various markets;
or
|
|
o
|
material
and/or adverse effects on the business, financial condition and results
of
operations.
|
|
o
|
Our
failure to pay any principal or interest on the Debentures when
due;
|
|
o
|
Our
failure to issue shares of common stock to the Purchasers in connection
with any conversion as provided in the
Debentures;
|
|
o
|
Our
failure to obtain effectiveness of our Registration Statement by
August
13, 2007, or if such Registration Statement once effective, ceases
to be
effective for more than ten (10) consecutive days or more than
twenty (20)
days in any twelve (12) month
period;
|
|
o
|
Our
entry into bankruptcy or the appointment of a receiver or
trustee;
|
|
o
|
Our
breach of any covenants in the Debentures or Purchase Agreement,
or our
breach of any representations or warranties included in any of the
other
agreements entered into in connection with the Closing;
or
|
|
o
|
If
any judgment is entered against us or our property for more than
$100,000,
|
Use
of Proceeds
|
Assuming
1/2 of the warrants |
Assuming
all
warrants
are
sold
|
Percentage
of
Total
Funds
Raised (1)
|
|||||||
Auditor,
Accounting and Attorneys Fees
|
$
|
50,000*
|
$
|
100,000*
|
11.6
|
%
|
||||
Inventory
|
$
|
75,000*
|
$
|
150,000*
|
17.4
|
%
|
||||
Equipment
and Building Improvements
|
$
|
50,000*
|
$
|
100,000*
|
11.6
|
%
|
||||
Promotional,
Marketing and Travel Costs
|
$
|
200,000*
|
$
|
400,000*
|
46.3
|
%
|
||||
Working
Capital
|
$
|
57,143*
|
$
|
114,286*
|
13.2
|
%
|
||||
Totals
|
$
|
432,143
|
$
|
864,286
|
100.0
|
%
|
NAME
|
AGE
|
POSITION
|
||
|
|
|
||
Linda
Putback-Bean
|
60
|
President,
Chief Executive Officer,
|
||
|
|
and
Director
|
||
|
|
|
||
Dan
Morgan
|
58
|
Vice
President/Chief Prosthetist
|
||
|
|
|
||
Kenneth
Bean
|
61
|
Director,
|
||
|
|
Vice
President of Operations,
|
||
|
|
Chief
Financial Officer,
|
||
|
|
and
Secretary
|
||
|
|
|
||
Jean
Gonzalez
|
55
|
Prosthetist
|
|
Name
and address of
|
Number
of Shares of
|
Percentage
of Voting
|
|||
Title
of class
|
beneficial
owner
|
Voting
Stock(1)
|
Stock
(5)
|
|||
|
|
|
|
|||
Common
Stock
|
Linda
Putback-Bean
|
48,210,251
(2)
|
40.8%
|
|||
|
Director,
President and Secretary
|
|
|
|||
|
12926
Willow Chase Drive
|
|
|
|||
|
Houston,
Texas 77070
|
|
|
|||
|
|
|
|
|||
Common
Stock
|
Dan
Morgan
|
11,198,861
(3)
|
9.5%
(3)
|
|||
|
Vice
President/Chief Prosthetist
|
|
|
|||
|
12926
Willow Chase Drive
|
|
|
|||
|
Houston,
Texas 77070
|
|
|
|
|
|
|
|||
Common
Stock
|
Kenneth
Bean
|
48,210,251
(4)
|
40.8%
|
|||
|
Vice
President, Chief
|
|
|
|||
|
Financial
Officer and Director
|
|
|
|||
|
12926
Willow Chase Drive
|
|
|
|||
|
Houston,
Texas 77070
|
|
|
|
|
|
|
|||
Common
Stock
|
All
Officers and Directors as a
|
59,408,351
(2)(3)
|
50.2%
|
|||
|
group
(total of 3)
|
|
|
1.
|
Our
failure to pay any principal or interest when
due;
|
2.
|
Our
failure to issue shares of common stock to the Purchasers in connection
with any conversion as provided in the
Debentures;
|
3.
|
Our
failure to file a Registration Statement covering the shares of
common
stock which the Debentures are convertible into within sixty (60)
days of
the Closing (July 31, 2006), or obtain effectiveness of such Registration
Statement within one hundred and forty-five (145) days of the Closing
(October 22, 2006), which dates were later amended to February
15, 2007,
and August 13, 2007, respectively in connection with the Waiver
of Rights
Agreement and the Second Waiver of Rights Agreement, described
in greater
detail below, or if such Registration Statement once effective,
ceases to
be effective for more than ten (10) consecutive days or more than
twenty
(20) days in any twelve (12) month
period;
|
4.
|
Our
entry into bankruptcy or the appointment of a receiver or
trustee;
|
5.
|
Our
breach of any covenants in the Debentures or Purchase Agreement,
if such
breach continues for a period of ten (10) days after written notice
thereof by the Purchasers, or our breach of any representations or
warranties included in any of the other agreements entered into in
connection with the Closing; or
|
6.
|
If
any judgment is entered against us or our property for more than
$100,000,
and such judgment is unvacated, unbonded or unstayed for a period
of
twenty (20) days, unless otherwise consented to by the Purchasers,
which
consent will not be unreasonably
withheld.
|
o
|
$50,000
to Lionheart Associates, LLC doing business as Fairhills Capital
("Lionheart"), as a finder's fee in connection with the
funding;
|
|
|
o
|
$50,000
in legal fees owed to our corporate counsel in connection with
the
preparation of our Form 10-SB and Form SB-2 registration statements
and
various other of our public filings;
|
|
|
o
|
$60,000
in accounting/auditing fees in connection with the audit of and
review of
our financial statements contained in our Form 10-SB and Form SB-2
registration statements and our other quarterly and annual report
filings;
|
|
|
o
|
$18,000
to OTC Financial Network, as a finder's fee in connection with
the funding
(we also have agreed to pay OTC Financial Network an additional
$9,000
upon the payment of the final tranche of funding by the
Purchasers);
|
|
|
o
|
$5,000
in closing costs associated with the
funding;
|
o
|
$40,000
to be used by us in connection with the purchase of additional
equipment
and machinery in connection with the fitting of prosthesises;
|
|
|
o
|
$100,000
to be used by us in connection with our continuing marketing and
advertising plans (as described in greater detail under “Plan of
Operations” in our latest periodic filing); and
|
|
|
o
|
$77,000
to be used by us as needed for general working capital and the
purchase of
inventory for our prosthesises on an ongoing
basis.
|
AJW
Partners, LLC
|
102,000
warrants
|
AJW
Offshore, Ltd.
|
606,000
warrants
|
AJW
Qualified Partners, LLC
|
279,000
warrants
|
New
Millennium Capital Partners II, LLC
|
13,000
warrants
|
Total
|
1,000,000
warrants
|
|
|
·
|
$50,000
- Repayment of a stockholder loan;
|
·
|
$10,000
- Inventory for our prosthetics operations;
|
·
|
$60,000
- Equipment and building improvements;
|
·
|
$200,000
- Promotional, marketing and travel costs associated with our increased
marketing campaign;
|
·
|
$14,000
- Closing costs and finders fees in connection with the funding;
and
|
·
|
$76,000-
General working capital, including certain amounts for officers
and
directors salaries, rent and office expenses, of which a portion
may be
used to pay accrued interest on the Convertible Notes. We have
not paid
any of the accrued interest on the Convertible Notes to date, and
have not
been requested to pay such interest by the Purchasers to
date.
|
o
|
Linda
Putback-Bean, our President, Chief Executive Officer, Director
and upper
extremity fabricating specialist, who works for us full time. Her
Texas
certification and licensure is that of a "Prosthetist's Assistant",
(PA).
|
o
|
Dan
Morgan is Our Vice President/Chief Prosthetist, he is an ABC and
Texas
certified Prosthetist licensed to perform "critical care events"
in all of
our prosthetic fittings. He is on call full-time.
|
o
|
Jean
Gonzalez is an ABC and Texas certified Prosthetist, also licensed
to
perform "critical care events" in all of our prosthetic fittings,
full
time.
|
o
|
Kenneth
W. Bean is our Vice President of Operations, Chief Financial Officer,
Secretary and Director, and works for us full time. He is in charge
of the
non-patient care side of the
business.
|
o
|
Kim
Hardberger is our office manager/ bookkeeper, and third party payer
liaison in charge of coding and billing and accounts receivable,
who works
for us full time.
|
o
|
The
composition of and distribution of certain feature newspaper articles
through our agreement with Global, which agreement
we subsequently terminated in March 2007;
and
|
o
|
Publicity
and marketing campaign, pursuant to which we previously issued 7,000,000
shares of common stock to certain
consultants.
|
o
|
The
production, filming, editing and narration of informational videos
on the
value of modern prosthetic options for children, which videos describe
the
success stories we have had in helping children overcome limb loss
by
fitting such children with artificial limbs, as well as the distribution
of such videos to fellow pediatric professionals such as nurses,
physical
therapists, doctors and hospital-based family counselors nationally,
at a
cost of approximately $300,000;
|
o
|
Costs
associated with publicizing and scholarships for our four day "whole
family summer get-together" for children with a limb-loss and their
families, at a cost of approximately $50,000;
|
o
|
Travel
and associated costs involved with appearances on television shows,
medical conventions and nursing schools at a cost of approximately
$20,000; and
|
o
|
Sponsorship
costs of non-profit organizations such as the "Amputee Coalition
of
American" and the Para-Olympics, at a cost of approximately
$50,000.
|
SIX
MONTHS
|
|
SIX
MONTHS
|
|
YEAR
|
|
YEAR
|
|
INCEPTION
|
|
||||||
|
ENDED
|
|
ENDED
|
|
ENDED
|
|
ENDED
|
|
TO
|
|
|||||
|
SEPTEMBER
30,
|
|
SEPTEMBER
30,
|
|
JUNE
30,
|
|
JUNE
30,
|
|
JUNE
30,
|
|
|||||
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2004
|
||||||
Trade
accounts receivable,
|
|||||||||||||||
net
|
$
|
380,393
|
$
|
150,302
|
$
|
268,642
|
$
|
107,851
|
$
|
53,704
|
|||||
Revenue
|
$
|
436,368
|
$
|
269,743
|
$
|
716,107
|
$
|
566,001
|
$
|
157,530
|
|||||
Annualized
|
$
|
872,736
|
$
|
539,486
|
$
|
716,107
|
$
|
566,001
|
$
|
218,625
|
|||||
Annualized
increase in sales
|
$
|
156,629
|
$
|
(26,515
|
)
|
$
|
150,106
|
$
|
347,376
|
||||||
Percentage
increase
|
|||||||||||||||
in
annualized sales
|
21.87
|
%
|
(4.68
|
%)
|
26.52
|
%
|
158.89
|
%
|
|||||||
Increase
in net
|
|||||||||||||||
accounts
receivable
|
$
|
111,751
|
$
|
42,451
|
$
|
160,791
|
$
|
54,147
|
|||||||
Percentage
increase in net
|
|||||||||||||||
accounts
receivable
|
41.60
|
%
|
39.36
|
%
|
149.09
|
%
|
100.82
|
%
|
|||||||
Days
sales in net receivables
|
159
|
102
|
137
|
47
|
|
|
DECEMBER
31,
|
|
DECEMBER
31,
|
|
JUNE
30,
|
|
JUNE
30,
|
|
||||
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|||||
|
|||||||||||||
Trade
accounts payable
|
$
|
196,511
|
$
|
125,925
|
$
|
143,167
|
$
|
89,280
|
|||||
Accrued
liabilities
|
$
|
268,079
|
$
|
53,000
|
$
|
257,680
|
$
|
183,791
|
First
Closing Fees and Costs (on $600,000 received through the sale
of Notes in
May 2006)
|
|||||
$100,000
|
Finder
|
Lionheart
Associates, LLC doing business as Fairhills Capital as a finder's
fee in
connection with the funding;
|
|||
$18,000
|
Finder
|
OTC
Financial Network, as a finder's fee in connection with the
funding;
|
|||
$75,000
|
Legal
Fees and Closing Payments
|
To
our counsel, the Purchasers' counsel and certain companies working
on the
Purchasers' behalf
|
|||
$10,000
|
Held
in escrow
|
Held
in Escrow for the payment of additional Key Man life insurance
on Linda
Putback-Bean and Kenneth W. Bean
|
|||
Total
|
$203,000
|
||||
Second
Closing Fees and Costs (on $400,000 received through the sale
of Notes in
February 2007)
|
|||||
$50,000
|
Finder
|
Lionheart
Associates, LLC doing business as Fairhills Capital as a finder's
fee in
connection with the funding;
|
|||
$18,000
|
Finder
|
OTC
Financial Network, as a finder's fee in connection with the
funding;
|
|||
$5,000
|
Closing
costs
|
Escrow
fees
|
|||
Total
|
$73,000
|
||||
Total
Notes sold to the Purchasers as of the date of this
filing:
|
|||||
$1,000,000
|
|||||
Minus
fees described above
|
$276,000
|
||||
Total
funds received by the Company
|
$724,500
|
||||
*
Which amount includes funds paid by the Company to its legal
counsel and
independent auditor in connection with its reporting requirement
and the
drafting and review of this Registration Statement and the financial
statements contained herein.
|
|||||
Other
than the payments described above, we do not anticipate having
to pay any
additional money, other than approximately $5,000 in closing
costs
associated with the next funding tranche and $9,000 to our finder
OTC
Financial Network out of the funds we will receive from the next
funding
tranche, to the Purchasers or any entities associated with the
Purchasers
or the funding tranches, other than amounts we may choose to
prepay on the
Notes and/or quarterly interest payments on the Notes, which
are not
accrued and/or which are not converted into shares of our common
stock
pursuant to the terms of the Notes. We have not however paid
any of the
accrued interest on the Convertible Notes to date, and although
we have
not been requested to pay such interest by the Purchasers to
date, we may
choose to pay such accrued interest out of the funds we receive
from the
third funding tranche.
|
|||||
·
|
$50,000
- Repayment of a stockholder loan;
|
·
|
$10,000
- Inventory for our prosthetics operations;
|
·
|
$60,000
- Equipment and building improvements;
|
·
|
$200,000
- Promotional, marketing and travel costs associated with our
increased
marketing campaign;
|
·
|
$14,000
- Closing costs and finders fees in connection with the funding;
and
|
·
|
$76,000-
General working capital, including certain amounts for officers
and
directors salaries, rent and office expenses, of which a portion
may be
used to pay accrued interest on the Convertible Notes. We have
not paid
any of the accrued interest on the Convertible Notes to date,
and have not
been requested to pay such interest by the Purchasers to
date.
|
Lease
year:
|
Monthly
Rent:
|
|
|
|
|
1
|
$3,488
|
|
2
|
$3,623
|
|
3
|
$3,757
|
|
4
|
$3,891
|
|
5
|
$4,025
|
|
|
|
|
option
year 1
|
$4,159
|
|
option
year 2
|
$4,293
|
|
option
year 3
|
$4,428
|
|
option
year 4
|
$4,562
|
|
option
year 5
|
$4,696
|
|
ANNUAL
COMPENSATION
|
LONG
TERM COMPENSATION
|
|||||||
|
Fiscal
|
|
|
|
AWARDS
|
|
PAYOUTS
|
|
|
|
|
Year
|
|
|
Other
|
|
|
|
|
|
|
ended
|
|
|
Annual
|
Restricted
|
|
|
|
Name
and
|
|
June
|
|
|
Comp-
|
Stock
|
Options/
|
LTIP
payouts
|
All
Other
|
Principal
Position
|
Title
|
30
|
Salary
|
Bonus
|
ensation
|
Awarded
|
SARs(#)
|
($)
|
Compensation
|
Linda
Putback-
|
CEO,
President
|
2006
|
$84,000
|
$0
|
0
|
0
|
0
|
0
|
0
|
Bean
|
and
Director
|
2005
|
$84,000
|
$0
|
0
|
0
|
0
|
0
|
$2,700,000(2)
|
|
|
2004
|
$56,000(1)
|
$0
|
$0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Dan
Morgan
|
Vice
|
2006
|
$37,000
|
$0
|
0
|
0
|
0
|
0
|
0
|
|
President/Chief
|
2005
|
$48,000
|
$0
|
0
|
0
|
0
|
0
|
$
919,886(3)
|
|
Prosthetist
|
2004
|
$20,000(4)
|
$0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Kenneth
W.
|
Vice
President,
|
2006
|
$47,000
|
$0
|
0
|
0
|
0
|
0
|
0
|
Bean
|
Chief
Financial
|
|
|
|
|
|
|
|
|
|
Officer,
Secretary
|
|
|
|
|
|
|
|
|
|
and
Director
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(Individual
Grants)
|
Potential
Realizable Value at Assumed Annual Rates of Stock Price Appreciation
for
Options Term
|
Alternative
to (f) and (g): Grant Date Value
|
||||
|
|
|
||||||
Name
|
Securities
Underlying
Options/
SARS
Granted
(#)
|
Number
of
Percent
of Total
Options/SARs
Granted
to
Employees
in
Fiscal
Year (%)
|
Exercise
of
Base
Price
($/Sh)
|
Expiration
Date
|
5%($)
|
10%($)
|
Grant
Date
Present
Value
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|
Linda
Putback-Bean,
|
|
|
|
|
|
|
|
|
CEO
and President
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|
|
|
|
|
|
|
|
|
|
Dan
Morgan,
|
|
|
|
|
|
|
|
|
Vice
President and
|
|
|
|
|
|
|
|
|
Chief
Prosthetist
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|
|
|
|
|
|
|
|
|
|
Kenneth
W. Bean
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|
Vice
President of Operations,
|
|
|
|
|
|
|
|
|
Chief
Financial Officer, and
|
|
|
|
|
|
|
|
|
Secretary
|
|
|
|
|
|
|
|
|
TOTAL
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|
|
|
|
|
|
|
|
Number
of
|
Value
of
|
|
|
|
Unexercised
|
Unexercised
In-
|
|
|
|
Underlying
|
The-Money
|
|
|
|
Options/SARs
at FY
|
Options/SARs
at
|
|
Shares
|
end
(#);
|
FY
end ($);
|
|
|
Acquired
on
|
Value
Realized
|
Exercisable/
|
Exercisable/
|
Name
|
Exercise
(#)
|
($)
|
Unexercisable
|
Unexercisable
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Linda
Putback-Bean,
|
|
|
|
|
CEO
and President
|
-0-
|
$-0-
|
-0-/-0-
|
$-0-
|
|
|
|
|
|
Dan
Morgan, Vice
|
|
|
|
|
President
and Chief
|
|
|
|
|
Prosthetist
|
-0-
|
$-0-
|
-0-/-0-
|
$-0-
|
|
|
|
|
|
Kenneth
W. Bean
|
|
|
|
|
Vice
President of Operations,
|
-0-
|
$-0-
|
-0-/-0-
|
$-0-
|
Chief
Financial Officer, and
|
|
|
|
|
Secretary
|
|
|
|
|
Number
of securities remaining
|
|
Number
of securities to be
|
|
available
for future issuance
|
|
issued
upon exercise of
|
Weighted-average
exercise
|
under
equity compensation
|
|
outstanding
options, warrants
|
price
of outstanding options,
|
plans
(excluding securities
|
|
and
rights
|
warrants
and rights
|
reflected
in column (a))
|
Plan
category
|
(a)
|
(b)
|
(c)
|
Equity
compensation plans
|
|||
approved
by security holders
|
-0-
|
-0-
|
-0-
|
Equity
compensation plans
|
|
||
not
approved by security holders
|
-0-
|
$-0-
|
-0-
|
|
|||
Total
|
-0-
|
$-0-
|
-0-
|
Selling
Stockholder
|
Common
Stock beneficially owned prior to offering
|
Percentage
owned before offering
|
Common
stock included in this prospectus
|
Common
Stock beneficially owned after offering
|
Percentage
owned after offering (1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
AJW
Partners, LLC (2)
|
5,165,000
|
(9)
|
4.99%
|
(9)(14)
|
954,352
|
(20)(A)
|
5,165,000
|
(21)
|
4.99%
|
(9)
|
AJW
Offshore Ltd.(3)
|
5,165,000
|
(9)
|
4.99%
|
(9)(14)
|
5,669,974
|
(20)(A)
|
5,165,000
|
(21)
|
4.99%
|
(9)
|
AJW
Qualified Partners, LLC (4)
|
5,165,000
|
(9)
|
4.99%
|
(9)(14)
|
2,610,433
|
(20)(A)
|
5,165,000
|
(21)
|
4.99%
|
(9)
|
New
Millennium Partners II, LLC (5)
|
1,638,000
|
(10)
|
1.64%
|
(15)
|
121,633
|
(20)(A)
|
1,371,155
|
(22)
|
1.38%
|
(23)
|
Peter
Kertes
|
2,857,142
|
(11)
|
2.83%
|
(16)
|
2,857,142
|
(11)
|
0
|
|
0.00%
|
(17)
|
Lionheart
Associates, LLC, d/b/a Fairhills Capital (6)
|
2,000,000
|
(12)
|
1.99%
|
(17)
|
2,000,000
|
(12)
|
0
|
|
0.00%
|
|
OTC
Financial Network (7)
|
3,000,000
|
(13)
|
2.96%
|
(18)
|
3,000,000
|
0
|
|
0.00%
|
|
|
Global
Media Fund Inc. (8)
|
612,856
|
|
0.62%
|
(19)
|
612,856
|
0
|
|
0.00%
|
|
|
Andrew
Austin
|
83,571
|
*%
|
(19)
|
83,571
|
0
|
0.00%
|
Selling
Shareholder
|
Dollar
Value of the Convertible Notes (assuming the sale of the final
$500,000
tranche of Convertible Notes)
|
Date
the Convertible Notes were sold
|
Closing
price of the Company's common stock on the date the Convertible
Notes were
sold
|
Conversion
price per share of common stock underlying the Convertible Notes
at a 50%
discount to the trading price of the Company's common stock on
the date
the Convertible Notes were sold
|
Total
possible shares underlying the Convertible Notes (assuming no
interest
payments and complete conversion throughout the term of the Notes,
based
on the Conversion Price as of the date the Notes were
sold)
|
Combined
market price of the total number of shares underlying the Convertible
Notes, calculated by using the market price per share on the
date of the
original sale of the Convertible Notes and the total possible
number of
shares the selling shareholders may receive
|
The
total possible shares that the Purchasers' may receive and the
combined
conversion price of the total number of shares underlying the
Convertible
Notes calculated by using the conversion price on the date of
the sale of
the Convertible Notes and the total number of shares the Purchasers'
may
receive
|
The
total possible discount to market price as of the date of the
sale of the
Convertible Notes, calculated by subtracting the total conversion
price of
the on the date of the sale of the Convertible Notes from the
combined
market price of the total number of shares underlying the Convertible
Notes on that date
|
AJW
Partners, LLC
|
$153,000
|
May
30, 2006
|
$0.08
|
$0.04
|
3,825,000
|
$
306,000
|
3,825,000
|
$
153,000
|
AJW
Offshore Ltd.
|
$909,000
|
May
30, 2006
|
$0.08
|
$0.04
|
22,725,000
|
$
1,818,000
|
22,725,000
|
$
909,000
|
AJW
Qualified Partners, LLC
|
$418,500
|
May
30, 2006
|
$0.08
|
$0.04
|
10,462,500
|
$
837,000
|
10,462,500
|
$
418,500
|
New
Millennium Partners II, LLC
|
$19,500
|
May
30, 2006
|
$0.08
|
$0.04
|
487,500
|
$
39,000
|
487,500
|
$
19,500
|
Totals
|
$1,500,000
|
May
30, 2006
|
$0.08
|
$0.04
|
37,500,000
|
$
3,000,000
|
37,500,000
|
$
1,500,000
|
Selling
Shareholder
|
Security
held
|
Date
Security Sold
|
Market
price per share of the underlying securities on the date of the
sale of
such security
|
Conversion/Exercise
price per share as of the date of the sale of the
security
|
Total
possible shares to be received assuming the complete exercise/conversion
of the security
|
Combined
market price of the total number of underlying shares, calculated
by using
the market price per share on the date of the sale and the total
possible
number of shares to be received
|
Total
possible shares to be received and the combined conversion price
of the
total number of shares underlying the security calculated by
using the
conversion price on the date of sale of the security and the
total
possible number of underlying shares
|
Total
possible aggregate discount to the market price as of the date
of the sale
of the security, calculated by subtracting the total conversion/exercise
price in the date of sale of the security by the combined market
price of
the security
|
AJW
Partners, LLC
|
Common
Stock Purchase Warrant
|
5/30/2006
|
$0.08
|
$0.10
|
5,100,000
|
$408,000
|
5,100,000
|
0
|
AJW
Partners, LLC
|
Common
Stock Purchase Warrant
|
4/17/2007
|
$0.05
|
$0.10
|
102,000
|
$5,100
|
102,000
|
0
|
AJW
Offshore Ltd.
|
Common
Stock Purchase Warrant
|
5/30/2006
|
$0.08
|
$0.10
|
30,300,000
|
$2,424,000
|
30,300,000
|
0
|
AJW
Offshore Ltd.
|
Common
Stock Purchase Warrant
|
4/17/2007
|
$0.05
|
$0.10
|
606,000
|
$30,300
|
606,000
|
0
|
AJW
Qualified Partners, LLC
|
Common
Stock Purchase Warrant
|
5/30/2006
|
$0.08
|
$0.10
|
13,950,000
|
$1,116,000
|
13,950,000
|
0
|
AJW
Qualified Partners, LLC
|
Common
Stock Purchase Warrant
|
4/17/2007
|
$0.05
|
$0.10
|
279,000
|
$13,950
|
279,000
|
0
|
New
Millennium Partners II, LLC
|
Common
Stock Purchase Warrant
|
5/30/2006
|
$0.08
|
$0.10
|
650,000
|
$52,000
|
650,000
|
0
|
New
Millennium Partners II, LLC
|
Common
Stock Purchase Warrant
|
4/17/2007
|
$0.05
|
$0.10
|
13,000
|
$650
|
13,000
|
0
|
Peter
Kertes
|
Common
Stock Purchase Warrant
|
3/28/2006
|
$0.07
|
$0.045
|
1,428,571
|
$100,000
|
1,428,571
|
$35,714
|
Peter
Kertes
|
Convertible
Note
|
3/28/2006
|
$0.07
|
$0.035
|
1,428,571
|
$100,000
|
1,428,571
|
$50,000
|
Lionheart
Associates, LLC, d/b/a Fairhills Capital
|
Common
Stock Purchase Warrant
|
5/30/2006
|
$0.08
|
$0.10
|
2,000,000
|
$160,000
|
2,000,000
|
0
|
OTC
Financial Network
|
Common
Stock Purchase Warrant
|
5/30/2006
|
$0.08
|
$0.10
|
1,000,000
|
$80,000
|
1,000,000
|
0
|
OTC
Financial Network
|
Common
Stock Purchase Warrant
|
5/30/2006
|
$0.08
|
$0.20
|
1,000,000
|
$80,000
|
1,000,000
|
0
|
OTC
Financial Network
|
Common
Stock Purchase Warrant
|
5/30/2006
|
$0.08
|
$0.30
|
1,000,000
|
$80,000
|
1,000,000
|
0
|
Gross
proceeds received by us in connection with the sale of the Purchasers'
Debentures to date
|
All
payments paid by us in connection with the Debenture funding
to
date*
|
Net
proceeds received by us in connection with the Debenture funding
to
date
|
Combined
total possible profit to be realized as a result of any conversion
of the
Debentures and/or exercise of any other Warrants held by the
Purchasers
based on the trading value of our common stock on the original
sale date
of the Debentures (May 30, 2006)
|
$1,000,000
|
$285,000
|
$715,000
|
$1,000,000
|
*
Not including any accrued and unpaid interest on the
Debentures.
|
(1)
Gross
proceeds received by us in connection with the sale of the Purchasers'
Debentures to date
|
(2)
All
payments paid by us in connection with the Debenture funding
to
date*
|
(3)
Net
proceeds received by us in connection with the Debenture funding
to
date
|
(4)
Combined
total possible profit to be realized by the Purchasers as a result
of any
conversion of the Debentures and/or exercise of any other Warrants
held by
the Purchasers based on the trading value of our common stock
on the
original sale date of the Debentures (May 30,
2006)
|
(5)
Total
amount of payments paid by us in connection with the Debenture
funding to
date and the total possible discount to the market price of the
shares
underlying Debentures, divided by the net proceeds to us from
the sale of
the Debentures*
|
(6)
Total
amount of payments calculated in column (5) averaged over the
term of the
Debentures, per year such Debentures are outstanding (assuming
such
Debentures are outstanding for the entire term of the
Debentures)*
|
(7)
Total
amount of payments calculated in column (5) averaged over the
term of the
Debentures, per year such Debentures are outstanding (assuming
such
Debentures are outstanding for the entire term of the Debentures),
including interest on such Debentures
|
$1,000,000
|
$285,000
|
$715,000
|
$1,000,000
|
180%
|
59.91%
|
68%
|
*
Not including any accrued and unpaid interest on the
Debentures.
|
||||||
Number
of shares of common stock outstanding prior to the Funding transaction
that were held by persons other than the Selling Shareholders,
affiliates
of the Company and affiliates of the Selling
Shareholders
|
Number
of shares of common stock registered for resale by the Selling
Shareholders or affiliates of the Selling Shareholders in prior
Company
registration statements
|
Number
of shares of the Company's common stock registered for resale
by the
Selling Shareholders or affiliates of the Selling Shareholders
that
continue to be held by the Selling Shareholders or affiliates
of the
Selling Shareholders
|
Number
of shares of the Company's common stock that have been sold in
registered
resale transactions by the Selling Shareholders or affiliates
of the
Selling Shareholders to date
|
Number
of shares of common stock registered for resale on behalf of
the Selling
Shareholders or affiliates of the Selling Shareholders in the
current
funding transaction
|
58,866,538
|
0
|
0
|
0
|
17,909,961
|
o
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits the purchaser;
|
o
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
o
|
purchases
by a broker-dealer as principal and resale by the broker-dealer
for its
account;
|
o
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
o
|
privately-negotiated
transactions;
|
o
|
broker-dealers
may agree with the Selling Security Holders to sell a specified
number of
such shares at a stipulated price per share;
|
o
|
a
combination of any such methods of sale; and
|
o
|
any
other method permitted pursuant to applicable
law.
|
Unaudited
Balance Sheets as of December 31, 2006
|
|
and
June 30, 2006
|
F-1
|
Unaudited
Statements of Operations for the Three and Six Months
Ended
|
|
December
31, 2006 and 2005
|
F-2
|
Unaudited
Statement of changes in Stockholders' Deficit for the
|
|
Six
Months Ended December 31, 2006
|
F-3
|
Unaudited
Statements of Cash Flows for the Six Months
|
|
Ended
December 31, 2006 and 2005
|
F-4
|
Notes
to Financial Statements
|
F-5
|
Report
of Independent Registered Public Accounting Firm
|
F-7
|
Balance
Sheets as of June 30, 2006 and 2005
|
F-8
|
Statements
of Operations for the Years Ended
|
F-9
|
June
30, 2006 and 2005
|
|
Statement
of changes in Stockholders' Deficit for the
|
F-10
|
Years
Ended June 30, 2006 and 2005
|
|
Statements
of Cash Flows for the Years Ended
|
F-12
|
June
30, 2006 and 2005
|
|
Notes
to Financial Statements
|
F-13
|
UNAUDITED
BALANCE SHEETS
|
|||||||
December
31, 2006 and June 30, 2006
|
|||||||
|
|
|
|||||
|
December
31, 2006
|
June
30, 2006
|
|||||
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
22,857
|
$
|
274,641
|
|||
Trade
accounts receivable, net
|
380,393
|
268,642
|
|||||
Prepaid
expenses and other current assets
|
11,825
|
13,396
|
|||||
Current
portion of deferred financing costs, net
|
119,665
|
109,693
|
|||||
|
|||||||
Total
current assets
|
534,740
|
666,372
|
|||||
|
|||||||
Furniture
and equipment, net
|
58,954
|
59,138
|
|||||
Deferred
financing costs
|
169,530
|
239,334
|
|||||
|
|||||||
Total
assets
|
$
|
763,224
|
$
|
964,844
|
|||
|
|||||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
Current
Liabilities:
|
|||||||
Trade
accounts payable
|
$
|
196,511
|
$
|
143,167
|
|||
Accrued
liabilities
|
268,079
|
257,680
|
|||||
Current
portion of convertible debt, net of discount of
|
|||||||
$25,000
at June 30, 2006
|
75,000
|
60,000
|
|||||
Due
to related party
|
500
|
500
|
|||||
Derivative
financial instruments
|
2,766,164
|
5,119,365
|
|||||
|
|||||||
Total
current liabilities
|
3,306,254
|
5,580,712
|
|||||
|
|||||||
Convertible
debt, net of discount of $543,358 and $592,716 at
|
|||||||
December
31, 2006 and June 30, 2006, respectively
|
56,642
|
7,284
|
|||||
Deferred
rent
|
11,871
|
12,575
|
|||||
|
|||||||
Total
liabilities
|
3,374,767
|
5,600,571
|
|||||
|
|||||||
Commitments
and contingencies:
|
|||||||
|
|||||||
Stockholders'
deficit:
|
|||||||
Preferred
stock, par value $0.001; authorized
|
|||||||
10,000,000; 1,000,000
issued and outstanding
|
1,000
|
1,000
|
|||||
Common
stock, par value $0.001; authorized 100,000,000
|
|||||||
shares;
issued and outstanding 98,274,889 shares
|
98,275
|
98,275
|
|||||
Additional
paid-in capital
|
8,210,615
|
7,764,327
|
|||||
Accumulated
deficit
|
(10,921,433
|
)
|
(12,499,329
|
)
|
|||
|
Total
stockholders’ deficit
|
|
|
(2,611,543
|
)
|
|
(4,635,727
|
)
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' deficit
|
|
$
|
763,224
|
|
$
|
964,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements
|
|||||||
|
UNAUDITED
STATEMENTS OF OPERATIONS
|
|||||||||||||
For
the Three and Six Months Ended December 31, 2006 and
2005
|
|||||||||||||
|
|
|
|
|
|||||||||
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
|
December
31,
|
December
31,
|
|||||||||||
|
2006
|
2005
|
2006
|
2005
|
|||||||||
|
|||||||||||||
Revenue
|
$
|
241,138
|
$
|
165,695
|
$
|
436,368
|
$
|
269,743
|
|||||
|
|||||||||||||
Operating
expenses:
|
|||||||||||||
Cost
of sales, except for items
|
|||||||||||||
stated
separately below
|
35,640
|
73,599
|
111,641
|
110,815
|
|||||||||
Selling,
general and
|
|||||||||||||
administrative
expenses
|
385,212
|
268,713
|
928,451
|
436,823
|
|||||||||
Depreciation
expense
|
6,038
|
5,427
|
11,997
|
10,115
|
|||||||||
|
|||||||||||||
Total
operating expenses
|
426,890
|
347,739
|
1,052,089
|
557,753
|
|||||||||
|
|||||||||||||
Loss
from operations
|
(185,752
|
)
|
(182,044
|
)
|
(615,721
|
)
|
(288,010
|
)
|
|||||
|
|||||||||||||
Other
income and (expenses):
|
|||||||||||||
Interest
income
|
-
|
-
|
1
|
-
|
|||||||||
Interest
expense
|
(69,093
|
)
|
(9,480
|
)
|
(159,585
|
)
|
(15,511
|
)
|
|||||
Loss
on disposal of equipment
|
-
|
(2,811
|
)
|
-
|
(2,811
|
)
|
|||||||
Gain
on extinguishment of debt
|
-
|
310,799
|
-
|
310,799
|
|||||||||
Change
in value of derivative
|
|||||||||||||
financial
instruments
|
1,150,661
|
-
|
2,353,201
|
-
|
|||||||||
|
|||||||||||||
Total
other income, net
|
1,081,568
|
298,508
|
2,193,617
|
292,477
|
|||||||||
|
|||||||||||||
Net
income
|
$
|
895,816
|
$
|
116,464
|
$
|
1,577,896
|
$
|
4,467
|
|||||
|
|||||||||||||
Net
income per common share - basic
|
|||||||||||||
and
diluted
|
$
|
0.01
|
$
|
0.00
|
$
|
0.02
|
$
|
0.00
|
|||||
|
|||||||||||||
Weighted
average shares of common
|
|||||||||||||
stock
outstanding - basic and diluted
|
98,274,889
|
95,954,539
|
98,274,889
|
93,481,713
|
|||||||||
|
|||||||||||||
The
accompanying notes are an integral part of these financial
statements
|
|||||||||||||
|
UNAUDITED
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||
For
the Six Months Ended December 31, 2006
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
Additional
|
|
|
|||||||||||||||
|
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Accumulated
|
|
|||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|||||||||||||||
|
||||||||||||||||||||||
Balance
at June 30, 2006
|
1,000,000
|
$
|
1,000
|
98,274,889
|
$
|
98,275
|
$
|
7,764,327
|
$
|
(12,499,329
|
)
|
$
|
(4,635,727
|
)
|
||||||||
|
||||||||||||||||||||||
Amortization
of stock-based
|
||||||||||||||||||||||
compensation
|
-
|
-
|
-
|
-
|
446,288
|
-
|
446,288
|
|||||||||||||||
|
||||||||||||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
-
|
1,577,896
|
1,577,896
|
|||||||||||||||
|
||||||||||||||||||||||
Balance
at December 31, 2006
|
1,000,000
|
$
|
1,000
|
98,274,889
|
$
|
98,275
|
$
|
8,210,615
|
$
|
(10,921,433
|
)
|
$
|
(2,611,543
|
)
|
||||||||
The
accompanying notes are an integral part of these financial
statements
|
||||||||||||||||||||||
|
|
|||||||
UNAUDITED
STATEMENTS OF CASH FLOWS
|
|
||||||
For
the Six Months Ended December 31, 2006 and 2005
|
|
||||||
|
|
|
|
|
|||
|
2006
|
|
2005
|
|
|||
|
|
|
|
|
|||
Cash
Flows From Operating Activities
|
|
|
|
|
|||
Net
income
|
$
|
1,577,896
|
|
$
|
4,467
|
|
|
Adjustments
to reconcile net income to net cash used by
|
|
|
|
|
|
|
|
operating
activities
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
11,997
|
|
|
10,115
|
|
|
Loss
on disposal of equipment
|
|
-
|
|
|
2,811
|
|
|
Deferred
rent
|
|
(704
|
)
|
|
-
|
|
|
Stock-based
compensation
|
|
446,288
|
|
|
119,108
|
|
|
Provision
for doubtful accounts
|
|
15,838
|
|
|
22,921
|
|
|
Amortization
of debt issue costs
|
|
134,190
|
|
|
-
|
|
|
Change
in value of derivative financial instruments
|
|
(2,353,201
|
)
|
|
-
|
|
|
Gain
on extinguishment of debt
|
|
-
|
|
|
(310,799
|
)
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
(127,589
|
)
|
|
(65,372
|
)
|
|
Prepaid
expenses and other current assets
|
|
1,571
|
|
|
644
|
|
|
Accounts
payable
|
|
53,344
|
|
|
36,645
|
|
|
Accrued
liabilities
|
|
10,399
|
|
|
8,964
|
|
|
|
|
|
|
|
|
|
|
Net
cash used by operating activities
|
|
(229,971
|
)
|
|
(170,496
|
)
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
|
|
Purchase
of furniture and equipment
|
|
(11,813
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
cash used by investing activities
|
|
(11,813
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
|
|
|
|
|
Payment
in settlement of convertible debt
|
|
-
|
|
|
(30,000
|
)
|
|
Payment
of convertible debt
|
|
(10,000
|
)
|
|
-
|
|
|
Proceeds
from common stock, net of expenses
|
|
-
|
|
|
210,000
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided (used) by financing activities
|
|
(10,000
|
)
|
|
180,000
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
(251,784
|
)
|
|
9,504
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
274,641
|
|
|
29,818
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
$
|
22,857
|
|
$
|
39,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
Cash
paid for interest expense
|
$
|
3,000
|
|
$
|
11,731
|
|
|
Cash paid for income taxes | - | - |
|
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
|
|
PEDIATRIC
PROSTHETICS, INC.
|
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
|
|
|
·
|
Pediatric's
ability to obtain adequate sources of outside financing to support
near
term operations and to allow Pediatric to continue forward with
current
strategic plans.
|
|
·
|
Pediatric's
ability to increase its customer base and broaden its service
capabilities.
|
|
·
|
Pediatric's
ability to ultimately achieve adequate profitability and cash
flows to
sustain continuing
operations.
|
PEDIATRIC
PROSTHETICS, INC.
BALANCE
SHEETS
JUNE
30, 2006 AND 2005
|
|||||||
|
|
2005
|
|||||
|
2006
|
(RESTATED)
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
274,641
|
$
|
29,818
|
|||
Trade
accounts receivable, net
|
268,642
|
107,851
|
|||||
Prepaid
expenses and other current assets
|
13,396
|
16,492
|
|||||
Current
portion of deferred financing cost, net
|
109,693
|
-
|
|||||
Total
current assets
|
666,372
|
154,161
|
|||||
Furniture
and equipment, net
|
59,138
|
81,229
|
|||||
Deferred
financing cost
|
239,334
|
-
|
|||||
Total
assets
|
$
|
964,844
|
$
|
235,390
|
|||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
Current
Liabilities:
|
|||||||
Trade
accounts payable
|
$
|
143,167
$
|
89,280
|
||||
Accrued
liabilities
|
257,680
|
183,791
|
|||||
Current
portion of convertible debt, net of
|
|||||||
discount
of $25,000 and $0 as of June 30, 2006 and June 30, 2005,
respectively
|
60,000
|
201,045
|
|||||
Due
to related party
|
500
|
500
|
|||||
Derivative
financial instruments
|
5,119,365
|
-
|
|||||
Total
current liabilities
|
5,580,712
|
474,616
|
|||||
Convertible
debt, net of discount of $592,716
|
7,284
|
-
|
|||||
Deferred
rent
|
12,575
|
14,188
|
|||||
Total
liabilities
|
5,600,571
|
488,804
|
|||||
Commitments
and Contingencies (See Note 9)
|
-
|
-
|
|||||
Stockholders'
deficit:
|
|||||||
Preferred
stock, par value $0.001; authorized 10,000,000
|
|||||||
shares;
issued and outstanding 1,000,000 shares
|
1,000
|
1,000
|
|||||
Common
stock, par value $0.001; authorized 100,000,000
|
|||||||
shares;
issued and outstanding 98,274,889 and 88,878,452
|
|||||||
shares
at June 30, 2006 and 2005, respectively
|
98,275
|
88,878
|
|||||
Additional
paid-in capital
|
7,764,327
|
7,742,620
|
|||||
Accumulated
deficit
|
(12,499,329
|
)
|
(8,085,912
|
)
|
|||
Total
stockholders' deficit
|
(4,635,727
|
)
|
(253,414
|
)
|
|||
Total
liabilities and stockholders' deficit
|
$
|
964,844
|
$
|
235,390
|
PEDIATRIC
PROSTHETICS, INC.
STATEMENTS
OF OPERATIONS
FOR
THE YEARS ENDED JUNE 30, 2006 AND 2005
|
|||||||
|
|
2005
|
|||||
|
2006
|
(RESTATED)
|
|||||
Revenue
|
$
|
716,107
|
$
|
566,001
|
|||
Operating
expenses:
|
|||||||
Cost
of sales, except for items stated separately below
|
219,272
|
207,650
|
|||||
Selling,
general and administrative expenses
|
1,373,939
|
4,673,291
|
|||||
Depreciation
expense
|
20,231
|
16,388
|
|||||
Total
operating expenses
|
1,613,442
|
4,897,329
|
|||||
Loss
from operations
|
(897,335
|
)
|
(4,331,328
|
)
|
|||
Other
income and (expense):
|
|||||||
Interest
income
|
8
|
83
|
|||||
Interest
expense
|
(81,873
|
)
|
(25,274
|
)
|
|||
Change
in value of derivative financial instruments
|
(3,742,205
|
)
|
-
|
||||
Gain
on extinguishment of debt
|
310,799
|
-
|
|||||
Other
expenses
|
(2,811
|
)
|
-
|
||||
Total
other expense, net
|
(3,516,082
|
)
|
(25,191
|
)
|
|||
Net
loss
|
$
|
(4,413,417
|
)
|
$
|
(4,356,519
|
)
|
|
Net
loss per common share - basic and diluted
|
$ | (0.05 | ) |
$
|
(0.07
|
)
|
|
Weighted
average common shares outstanding - basic and diluted
|
95,998,042
|
66,593,932
|
PEDIATRIC
PROSTHETICS, INC.
STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT
For
the Years Ended June 30, 2006 and 2005
|
||||||||||||||||||||||
|
PREFERRED
STOCK
|
COMMON
STOCK
|
||||||||||||||||||||
ADDITIONAL | ||||||||||||||||||||||
|
SHARES
|
AMOUNT
|
SHARES
|
AMOUNT
|
PAID-IN
CAPITAL
|
ACCUMULATED
DEFICIT
|
TOTAL
|
|||||||||||||||
Balance
at June 30, 2004
|
1,000,000
|
$
|
1,000
|
37,435,892
|
$
|
37,436
|
$
|
3,452,298
|
$
|
(3,729,393
|
)
|
$
|
(238,659
|
)
|
||||||||
Common
stock issued for cash
|
-
|
-
|
9,210,000
|
9,210
|
312,290
|
-
|
321,500
|
|||||||||||||||
Common
stock issued for
|
||||||||||||||||||||||
services
to non-employees
|
-
|
-
|
5,588,699
|
5,589
|
349,539
|
-
|
355,128
|
|||||||||||||||
Common
stock issued for
|
||||||||||||||||||||||
services
to employees
|
-
|
-
|
36,643,861
|
36,643
|
3,628,493
|
-
|
3,665,136
|
|||||||||||||||
Net
loss, as restated
|
-
|
-
|
-
|
-
|
-
|
(4,356,519
|
)
|
(4,356,519
|
)
|
|||||||||||||
Balance
at June 30, 2005,
|
||||||||||||||||||||||
as
restated
|
1,000,000
|
$
|
1,000
|
88,878,452
|
$
|
88,878
|
$
|
7,742,620
|
$
|
(8,085,912
|
)
|
$
|
(253,414
|
)
|
STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR
THE YEARS ENDED JUNE 30, 2006 AND 2005
|
||||||||||||||||||||||
|
ADDITIONAL
|
|||||||||||||||||||||
|
PREFERRED
STOCK
|
COMMON
STOCK
|
PAID-IN
|
ACCUMULATED
|
||||||||||||||||||
|
SHARES
|
AMOUNT
|
SHARES
|
AMOUNT
|
CAPITAL
|
DEFICIT
|
TOTAL
|
|||||||||||||||
Balance
at June 30, 2005,
|
||||||||||||||||||||||
as
restated
|
1,000,000
|
$
|
1,000
|
88,878,452
|
$
|
88,878
|
$
|
7,742,620
|
$
|
(8,085,912
|
)
|
$
|
(253,414
|
)
|
||||||||
Common
stock issued for cash
|
-
|
-
|
4,700,000
|
4,700
|
215,300
|
-
|
220,000
|
|||||||||||||||
Common
stock issued for
|
||||||||||||||||||||||
services
to non- employees
|
-
|
-
|
10,696,437
|
10,697
|
471,663
|
-
|
482,360
|
|||||||||||||||
Accrued
share-based compensation
|
||||||||||||||||||||||
for
unissued shares
|
-
|
-
|
-
|
-
|
(145,096
|
)
|
-
|
(145,096
|
)
|
|||||||||||||
Common
stock surrendered to
|
||||||||||||||||||||||
treasury
by officer/director
|
-
|
-
|
(4,000,000
|
)
|
(4,000
|
)
|
4,000
|
-
|
-
|
|||||||||||||
Common
stock surrendered to
|
||||||||||||||||||||||
treasury
by consultant
|
-
|
-
|
(2,000,000
|
)
|
(2,000
|
)
|
2,000
|
-
|
-
|
|||||||||||||
Value
of warrants issued to
|
||||||||||||||||||||||
consultants
for financing cost
|
-
|
-
|
-
|
-
|
166,000
|
-
|
166,000
|
|||||||||||||||
Value
of beneficial conversion
|
||||||||||||||||||||||
feature
and warrants issued to
|
||||||||||||||||||||||
originate
debt
|
-
|
-
|
-
|
-
|
85,000
|
-
|
85,000
|
|||||||||||||||
Reclassification
of value of warrants
|
||||||||||||||||||||||
and
value of beneficial conversion
|
||||||||||||||||||||||
feature
to derivative liabilities
|
-
|
-
|
-
|
-
|
(777,160
|
)
|
-
|
(777,160
|
)
|
|||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(4,413,417
|
)
|
(4,413,417
|
)
|
|||||||||||||
Balance
at June 30, 2006
|
1,000,000
|
$
|
1,000
|
98,274,889
|
$
|
98,275
|
$
|
7,764,327
|
$
|
(12,499,329
|
)
|
$
|
(4,635,727
|
)
|
PEDIATRIC
PROSTHETICS, INC.
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED JUNE 30, 2006 AND 2005
|
|||||||
|
|
2005
|
|
||||
|
|
2006
|
|
(RESTATED)
|
|||
Cash
Flows From Operating Activities
|
|||||||
Net
loss
|
$
|
(4,413,417
|
)
|
$
|
(4,356,519
|
)
|
|
Adjustments
to reconcile net loss to net cash used by
|
|||||||
operating
activities
|
|||||||
Depreciation
expense
|
20,231
|
16,388
|
|||||
Provision
for doubtful accounts
|
70,324
|
71,964
|
|||||
Stock-based
compensation
|
482,360
|
4,020,264
|
|||||
Amortization
of deferred financing cost
|
9,972
|
-
|
|||||
Amortization
of debt discount
|
67,284
|
-
|
|||||
Change
in value of derivative financial instruments
|
3,742,205
|
-
|
|||||
Gain
on extinguishment of debt
|
(310,799
|
)
|
-
|
||||
Deferred
rent
|
(1,613
|
)
|
-
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(231,116
|
)
|
(126,110
|
)
|
|||
Prepaid
expenses and other current assets
|
3,096
|
(6,230
|
)
|
||||
Accounts
payable
|
53,889
|
25,327
|
|||||
Accrued
liabilities and other
|
71,358
|
56,462
|
|||||
|
|||||||
Net
cash used by operating activities
|
(436,226
|
)
|
(298,454
|
)
|
|||
Cash
Flows From Investing Activities
|
|||||||
Purchase
of furniture and equipment
|
(951
|
)
|
(2,338
|
)
|
|||
Net
cash used by investing activities
|
(951
|
)
|
(2,338
|
)
|
|||
Cash
Flows From Financing Activities:
|
|||||||
Proceeds
from sale of common stock
|
220,000
|
321,500
|
|||||
Proceeds
from convertible debt
|
685,000
|
-
|
|||||
Payment
of convertible debt
|
(30,000
|
)
|
-
|
||||
Payment
of debt origination costs
|
(193,000
|
)
|
-
|
||||
Net
cash provided by financing activities
|
682,000
|
321,500
|
|||||
Net
increase in cash and cash equivalents
|
244,823
|
20,708
|
|||||
Cash
and cash equivalents, beginning of period
|
29,818
|
9,110
|
|||||
Cash
and cash equivalents, end of period
|
$
|
274,641
|
$
|
29,818
|
|||
Supplemental
disclosure of cash flow information
|
|||||||
Interest
expense
|
$
|
9,839
|
$
|
4,833
|
|||
Income
taxes
|
$
|
-
|
$
|
-
|
|||
Non-cash
disclosures
|
|||||||
Net
value of beneficial conversion feature and warrants to
|
|||||||
originate
debt
|
$
|
284,919
|
$
|
-
|
|||
Fair
value of warrants issued for financing cost
|
$
|
166,000
|
$
|
-
|
Current
assets, as previously reported
|
$
|
119,732
|
||
Change
in current assets related to
|
||||
receivables
from host affiliates
|
34,429
|
|||
Current
assets, as restated
|
$
|
154,161
|
||
Stockholders'
equity, as previously reported
|
$
|
(287,843
|
)
|
|
Change
in stockholders' equity related to
|
||||
change
in net loss
|
34,429
|
|||
Stockholders'
equity, as restated
|
$
|
(253,414
|
)
|
Revenue,
as previously reported
|
$
|
416,459
|
||
Change
in revenue related to billings by
|
||||
host
affiliates
|
149,542
|
|||
Revenue,
as restated
|
$
|
566,001
|
||
Operating
expenses, as previously reported
|
$
|
4,782,219
|
||
Change
in operating expenses related to
|
||||
change
in cost of sales for costs
|
||||
incurred
by Host Affiliates
|
115,110
|
|||
Operating
expenses, as restated
|
$
|
4,897,329
|
||
Loss
from operations, as previously reported
|
$
|
(4,365,760
|
)
|
|
Loss
from operations, as restated
|
$
|
(4,331,328
|
)
|
|
Net
loss, as previously reported
|
$
|
(4,390,951
|
)
|
|
Net
loss, as restated
|
$
|
(4,356,519
|
)
|
|
2006
|
2005
|
|||||
Accounts
receivable
|
$
|
410,930
|
$
|
179,814
|
|||
Less
allowance for doubtful accounts
|
142,288
|
71,963
|
|||||
Total
|
$
|
268,642
|
$
|
107,851
|
|
LIFE
|
2006
|
2005
|
|||||||
Furniture
and fixtures
|
1-5
years
|
$
|
17,295
|
$
|
17,295
|
|||||
Machinery
and equipment
|
2-
7 years
|
25,942
|
25,848
|
|||||||
Leasehold
improvements
|
5
years
|
63,793
|
62,937
|
|||||||
|
|
107,030
|
106,080
|
|||||||
Less
accumulated depreciation
|
|
(47,892
|
)
|
(24,851
|
)
|
|||||
|
$
|
59,138
|
$
|
81,229
|
|
2006
|
2005
|
|||||
Notes
payable under Securities Purchase Agreement
|
$
|
600,000
|
$
|
-
|
|||
Convertible
debt to individuals
|
85,000
|
-
|
|||||
Convertible
note settled in 2006
|
-
|
201,045
|
|||||
Total
convertible debt at contractual amount
|
685,000
|
201,045
|
|||||
Less
unamortized discount and loan costs
|
617,716
|
-
|
|||||
|
$
|
67,284
|
$
|
201,045
|
|
2006
|
2005
|
|||||
Net
operating losses
|
$
|
331,388
|
$
|
218,122
|
|||
Deferred
rent
|
4,275
|
4,824
|
|||||
Allowance
for doubtful accounts
|
48,378
|
9,207
|
|||||
Total
deferred tax assets
|
384,041
|
232,153
|
|||||
Valuation
allowance
|
(384,041
|
)
|
(232,153
|
)
|
|||
Net
deferred tax asset
|
$
|
-
|
$
|
-
|
2006
|
2005
|
||||||||||||
|
AMOUNT
|
%
|
AMOUNT
|
%
|
|||||||||
Benefit
for income tax at federal
|
$
|
1,500,562
|
34.0
|
%
|
$
|
1,481,216
|
34.0
|
%
|
|||||
statutory
rate
|
|||||||||||||
Gain
on debt extinguishments
|
105,672
|
2.3
|
-
|
-
|
|||||||||
Non-deductible
interest expense
|
(22,876
|
)
|
(0.5
|
)
|
(10,173
|
)
|
(0.2
|
)
|
|||||
Gain
from derivatives
|
(1,272,350
|
)
|
(28.8
|
)
|
-
|
-
|
|||||||
Non-deductible
stock-based
|
|||||||||||||
compensation
|
(164,002
|
)
|
(3.7
|
)
|
(1,366,890
|
)
|
(31.4
|
)
|
|||||
Other
|
(238
|
)
|
-
|
9,682
|
0.2
|
||||||||
Change
in valuation allowance
|
(146,767
|
)
|
(3.3
|
)
|
(113,835
|
)
|
(2.6
|
)
|
|||||
Effective
rate
|
$
|
-
|
-
|
%
|
$
|
-
|
-
|
%
|
YEAR
ENDING
|
||||
JUNE
30,
|
AMOUNT
|
|||
2007
|
45,616
|
|||
2008
|
47,226
|
|||
2009
|
32,200
|
|||
|
$
|
125,042
|
|
|
NUMBER
OF
|
|
|
|
WEIGHTED
|
|
|||
|
|
COMMON
|
|
EXERCISE
|
|
AVERAGE
|
|
|||
|
|
STOCK
|
|
PRICE
|
|
EXERCISE
|
|
|||
|
|
EQUIVALENTS
|
|
RANGE
|
|
PRICE
|
||||
Outstanding
at June 30, 2004 and 2005
|
-
|
$
|
-
|
$
|
-
|
|||||
Warrants
issued to Note Holders Under Securities
|
||||||||||
Purchase
Agreement
|
50,000,000
|
0.10
|
0.10
|
|||||||
Warrants
issued as finders fee Under Securities
|
||||||||||
Purchase
Agreement
|
2,000,000
|
0.10
|
0.10
|
|||||||
Warrants
issued to originate convertible debt
|
||||||||||
to
Individuals
|
1,428,571
|
0.045
|
0.045
|
|||||||
Options
issued for consulting services
|
3,000,000
|
0.10
- 0.30
|
0.16
|
|||||||
Outstanding
at June 30, 2006
|
56,428,571
|
$
|
0.045
- 0.30
|
$
|
0.14
|
|
REMAINING
|
|
|
WEIGHTED
|
||||
|
CONTRACTED
|
|
|
AVERAGE
|
||||
|
LIFE
|
|
EXERCISE
|
EXERCISE
|
||||
EXPIRATION
DATE
|
(YEARS)
|
SHARES
|
PRICE
|
PRICE
|
||||
May
2008
|
1.9
|
1,428,571
|
0.045
|
0.045
|
||||
May
2010
|
3.9
|
1,000,000
|
0.10
|
0.10
|
||||
May
2010
|
3.9
|
1,000,000
|
0.20
|
0.20
|
||||
May
2010
|
3.9
|
1,000,000
|
0.30
|
0.30
|
||||
May
2013
|
6.9
|
52,000,000
|
0.10
|
0.10
|
||||
Outstanding
at June 30, 2006
|
56,428,571
|
Description
|
Amount
to be
Paid
|
|||
Filing
Fee - Securities and Exchange Commission
|
$
|
25.72
|
||
Attorney's
fees and expenses
|
35,000.00*
|
|||
Accountant's
fees and expenses
|
10,000.00*
|
|||
Transfer
agent's and registrar fees and expenses
|
1,500.00*
|
|||
Printing
and engraving expenses
|
1,500.00*
|
|||
Miscellaneous
expenses
|
5,000.00*
|
|||
Total
|
$
|
53,025.72*
|
Date
|
Shares
sold
|
Price
per share
|
Cash
Proceeds
|
|||
December
2003
|
500,000
|
$0.100
|
$50,000
|
|||
December
2003
|
200,000
|
$0.125
|
$25,000
|
|||
December
2003
|
750,000
|
$0.100
|
$75,000
|
|||
January
2004
|
400,000
|
$0.100
|
$40,000
|
|||
February
2004
|
1,500,000
|
$0.100
|
$150,000
|
|||
March
2004
|
350,000
|
$0.100
|
$35,000
|
|||
June
2004
|
500,000
|
$0.100
|
$50,000
|
|||
Totals
|
4,200,000
|
|
$425,000
|
Date
|
Shares
sold
|
Price
per share
|
Cash
Proceeds
|
|||
July
2004
|
350,000
|
$0.100
|
$35,000
|
|||
September
2004
|
2,500,000
|
$0.010
|
$25,000
|
|||
October
2004
|
1,750,000
|
$0.014
|
$25,000
|
|||
December
2004
|
1,000,000
|
$0.050
|
$50,000
|
|||
January
2005
|
500,000
|
$0.050
|
$25,000
|
|||
February
2005
|
1,000,000
|
$0.050
|
$50,000
|
|||
March
2005
|
810,000
|
$0.050
|
$40,500
|
|||
March
2005
|
300,000
|
$0.070
|
$21,000
|
|||
April
2005
|
1,000,000
|
$0.050
|
$50,000
|
|||
Totals
|
9,210,000
|
|
$321,500
|
Date
|
Shares
issued
|
Share
value
|
Consideration
|
|||
January
2004
|
500,000
(1)
|
$78,000
|
Services
rendered by a consultant in connection with our state reporting
requirements and certain filings required to maintain and update
our
trading profile on the Pinksheets.com
|
|||
March
2004
|
3,000,000(2)
|
$330,000
|
Investor
relations and consultation in conn-ection with press
releases
|
|||
June
2004
|
250,000(2)
|
$46,000
|
Administrative
assistance services rendered
|
Employee
|
|
Date
|
|
Shares
issued
|
|
Services
Rendered
|
Dan
Morgan
|
|
December
2004
|
|
9,198,861
|
|
Services
as the
|
|
|
|
|
|
|
Company's
Chief Prosthetist
|
|
|
|
|
|
|
|
Linda
Putback-Bean
|
|
December
2004
|
|
27,000,000
|
|
Services
as the
|
|
|
|
|
|
|
Company's
President
|
|
|
|
|
|
|
|
Gordon
Cooley
|
|
December
2004
|
|
25,000
|
|
Bonus
for services
|
|
|
|
|
|
|
Rendered
as our
|
|
|
|
|
|
|
then
lab manager
|
|
|
|
|
|
|
|
Jean
Gonzalez
|
|
December
2004
|
|
275,000
|
|
Bonus
for services
|
|
|
|
|
|
|
rendered
as one of
|
|
|
|
|
|
|
our
employee prosthetist's
|
|
|
|
|
|
|
|
Kimberly
Harberger
|
|
December
2004
|
|
125,000
|
|
Bonus
for services
|
|
|
|
|
|
|
rendered
|
|
|
|
|
|
|
|
Nancy
Conte Fisher
|
|
April
2005
|
|
20,000
|
|
Occupational
therapy
|
|
|
|
|
|
|
services
|
|
|
Totals
|
|
36,643,861
|
|
|
|
Value
attributed
|
|
|||
Date
|
Shares
issued
|
to
Shares
|
Compensation
|
|||
August
2004
|
3,013,699(1)
|
$165,753
|
Investor
relations
|
|||
|
|
($0.055
per share)
|
services
rendered
|
|||
|
|
|
|
|||
August
2004
|
2,000,000(1)
|
$106,000
|
Investor
relations
|
|||
|
|
($0.053
per share)
|
services
rendered
|
|||
|
|
|
|
|||
January
2005
|
75,000(1)
|
$10,875
|
Marketing
services
|
|||
|
|
($0.145
per share)
|
|
|||
|
|
|
|
|||
January
2005
|
500,000(2)
|
$72,500
|
Investor
relations
|
|||
|
|
($0.145
per share)
|
services
rendered
|
|||
|
|
|
including
the drafting of
|
|||
|
|
|
press
releases and
|
|||
|
|
|
assistance
with a
|
|||
|
|
|
national
distribution and
|
|||
|
|
|
marketing
campaign for
|
|||
|
|
|
the
Company
|
|||
|
|
|
|
|||
Totals
|
5,588,699
|
$355,128
|
Date
|
Shares
issued
|
Debt
forgiven
|
||
November
2003
|
7,839,470
|
$78,395
in connection with
|
||
|
|
the
forgiveness of debt assumed
|
||
|
|
from
the operations of the Company
|
||
|
|
prior
to the Exchange discussed
|
||
|
|
above
under "History of the Company"
|
||
|
|
|
||
December
2003
|
1,456,000
|
$14,560
in connection with the
|
||
|
|
further
forgiveness of debt assumed
|
||
|
|
from
the Company prior the Exchange
|
||
|
|
|
||
January
2004
|
2,600,000
|
$26,000
in connection with the
|
||
|
|
further
forgiveness of debt assumed
|
||
|
|
from
the Company prior the Exchange
|
||
|
|
|
||
June
2004
|
3,000,000
|
$30,000
in connection with the
|
||
|
|
further
forgiveness of debt assumed
|
||
|
|
from
the Company prior the Exchange
|
||
Totals
|
14,895,470
|
$148,955
|
Exhibits
|
Description
|
Exhibit
3.1(1)
|
Articles
of Incorporation (Pediatric Prosthetics, Inc.-Texas) dated
September 15, 2003
|
|
|
Exhibit
3.2(4)
|
Restated
Articles of Incorporation of the Company (March 9,
2001)
|
Exhibit
3.3(4)
|
Reinstatement
(June 29, 2003)
|
Exhibit
3.4(1)
|
Amendment
to Articles of Incorporation of the Company (October
31, 2003)
|
Exhibit
3.5(1)
|
Amendment
to Articles of Incorporation of the Company (November
7, 2003)
|
(Series
A Convertible Preferred Stock Designation of Rights)
|
|
Exhibit
3.6(6)
|
Amendment
to Articles of Incorporation of the Company (March
15, 2007)
|
Exhibit
3.7(4)
|
Bylaws
of the Company
|
Exhibit
4.1(1)
|
Shareholder
Voting Agreement dated October 31, 2003
|
Exhibit
5.1*
|
Opinion
and consent of The Loev Law Firm, PC re:
the legality of the shares being registered
|
Exhibit
10.1(1)
|
Acquisition
Agreement between Grant Douglas Acquisition Corp. and
Pediatric Prosthetics, Inc. dated October 10,
2003
|
Exhibit
10.2(4)
|
Sample
Host Affiliate Agreement
|
Exhibit
10.3(2)
|
Settlement
Agreement with Secured Releases, LLC
|
Exhibit
10.3(3)
|
Securities
Purchase Agreement
|
Exhibit
10.4(3)
|
Callable
Secured Convertible Note with AJW Offshore, Ltd.
|
Exhibit
10.5(3)
|
Callable
Secured Convertible Note with AJW Partners, LLC
|
Exhibit
10.6(3)
|
Callable
Secured Convertible Note with AJW
Qualified Partners, LLC
|
Exhibit
10.7(3)
|
Callable
Secured Convertible Note with New
Millennium Capital Partners II, LLC
|
Exhibit
10.8(3)
|
Stock
Purchase Warrant with AJW Offshore,
Ltd.
|
Exhibit
10.9(3)
|
Stock
Purchase Warrant with AJW Partners, LLC
|
Exhibit
10.10(3)
|
Stock
Purchase Warrant with AJW Qualified Partners, LLC
|
Exhibit
10.11(3)
|
Stock
Purchase Warrant with New Millennium Capital
Partners II, LLC
|
Exhibit
10.12(3)
|
Security
Agreement
|
Exhibit
10.13(3)
|
Intellectual
Property Security Agreement
|
Exhibit
10.14(3)
|
Registration
Rights Agreement
|
Exhibit
10.15(4)
|
Consulting
Agreement with National Financial Communications
Corp.
|
Exhibit
10.16(4)
|
Warrant
Agreement with Lionheart Associates, LLC doing business as Fairhills
Capital
|
Exhibit
10.17(4)
|
Investor
Relations Consulting Agreement with Joe Gordon
|
Exhibit
10.18(5)
|
Waiver
of Rights Agreement
|
Exhibit
10.20(7)
|
Kertes
Convertible Note and Warrant
|
Exhibit
10.21(7)
|
Global
Media Agreement
|
Exhibit
10.22(8)
|
Second
Closing - Callable Secured Convertible Note with AJW
Offshore, Ltd.
|
|
|
Exhibit
10.23(8)
|
Second
Closing - Callable Secured Convertible Note with AJW
Partners, LLC
|
Exhibit
10.24(8)
|
Second
Closing - Callable Secured Convertible Note with AJW
Qualified Partners, LLC
|
Exhibit
10.25(8)
|
Second
Closing - Callable Secured Convertible Note with New
Millennium Capital Partners II, LLC
|
|
|
Exhibit
10.26(9)
|
Second
Waiver of Rights Agreement
|
Exhibit
10.27*
|
Stock
Purchase Warrant with AJW Offshore, Ltd.
|
Exhibit
10.28*
|
Stock
Purchase Warrant with AJW Partners, LLC
|
Exhibit
10.29*
|
Stock
Purchase Warrant with AJW Qualified Partners, LLC
|
Exhibit
10.30*
|
Stock
Purchase Warrant with New Millennium Capital
Partners, LLC
|
Exhibit
23.1*
|
Consent
of Malone & Bailey, PC
|
Exhibit
23.2*
|
Consent
of The Loev Law Firm, PC (included in Exhibit
5.1)
|
PEDIATRIC
PROSTHETICS, INC.
|
|
Date:
April 27, 2007
|
By:/s/
Linda Putback-Bean
|
Linda
Putback-Bean
|
|
Chief
Executive Officer and
|
|
President
|
|
Date:
April 27, 2007
|
By:/s/
Kenneth W. Bean
|
Kenneth
W. Bean
|
|
Chief
Financial Officer
|
|
(Principal
Accounting Officer)
|
Date:
April 27, 2007
|
By:/s/
Linda Putback-Bean
|
Linda
Putback-Bean
|
|
Chief
Executive Officer, President and Director
|
|
Date:
April 27, 2007
|
By:/s/
Kenneth Bean
|
Kenneth
Bean
|
|
Vice
President of Operations,
|
|
Secretary,
Chief Financial
|
|
Officer
(Principal Accounting Officer) and
Directo
|