##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended SEPTEMBER 30, 2006
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the Transition period from  to
 Commission file number 0-28484
 QualMark Corporation
 (Exact name of small business issuer as specified in its charter)
 Colorado
    
    84-1232688(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 4580 Florence Street, Denver, CO
    
    80238(Address of principal executive offices)
    
    (Zip Code)
    þ o
 o þ
 
 o o
    o þ




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. CONSOLIDATED FINANCIAL STATEMENTSItem 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 3. CONTROLS AND PROCEDURESPART II OTHER INFORMATIONItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESINDEX TO EXHIBITSCEO Certification of Section 302CFO Certification of Section 302Certifications of Section 906    Table of Contents  
  
  
 For the three
    
    For the three
    
    For the nine
    
    For the ninemonths ended
    
    months ended
    
    months ended
    
    months endedSeptember 30,
    
    September 30,
    
    September 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005Net revenue
    
    $
    3,638
    
    
    $
    3,509
    
    
    $
    12,124
    
    
    $
    10,936Cost of sales
    
    
    2,250
    
    
    
    1,925
    
    
    
    7,028
    
    
    
    6,053Gross profit
    
    
    1,388
    
    
    
    1,584
    
    
    
    5,096
    
    
    
    4,883Selling, general and administrative expenses
    
    
    1,013
    
    
    
    1,026
    
    
    
    3,582
    
    
    
    3,216Research and development expenses
    
    
    192
    
    
    
    179
    
    
    
    528
    
    
    
    556Income from operations
    
    
    183
    
    
    
    379
    
    
    
    986
    
    
    
    1,111Other expense:Interest, net
    
    
    (84
    )
    
    
    (29
    )
    
    
    (234
    )
    
    
    (101
    )Income before income taxes
    
    
    99
    
    
    
    350
    
    
    
    752
    
    
    
    1,010Income tax benefit (expense)
    
    
    93
    
    
    
    (19
    )
    
    
    (30
    )
    
    
    (26
    )Net income
    
    $
    192
    
    
    $
    331
    
    
    $
    722
    
    
    $
    984Net income per share  basic
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.08
    
    
    $
    0.14Net income per share  diluted
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.08
    
    
    $
    0.12Weighted average number of common shares  basic
    
    
    6,240,000
    
    
    
    4,344,000
    
    
    
    5,050,000
    
    
    
    4,216,000Weighted average number of common shares  diluted
    
    
    6,931,000
    
    
    
    5,188,000
    
    
    
    5,799,000
    
    
    
    8,817,000
  2




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##### Table of Contents



September 30, 2006
    
    December 31, 2005(UNAUDITED)ASSETSCurrent assets:Cash
    
    $
    744
    
    
    $
    529Trade accounts receivable, net of allowance for
doubtful accounts of $50 and $51 at September 30,
2006 and December 31, 2005, respectively
    
    
    3,323
    
    
    
    3,478Inventories, net
    
    
    3,038
    
    
    
    2,888Current deferred tax assets, net
    
    
    515
    
    
    
    515Other current assets
    
    
    261
    
    
    
    82Total current assets
    
    
    7,881
    
    
    
    7,492Property and equipment, net
    
    
    843
    
    
    
    922Restricted cash
    
    
    90
    
    
    
    90Goodwill
    
    
    1,057
    
    
    
    1,057Intangible assets
    
    
    672
    
    
    
    728Non-current deferred tax assets, net
    
    
    709
    
    
    
    738Other assets
    
    
    475
    
    
    
    513$
    11,727
    
    
    $
    11,540LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    752
    
    
    $
    684Accrued expenses
    
    
    582
    
    
    
    1,019Deferred revenue and customer deposits
    
    
    12
    
    
    
    49Current portion of long-term debt
    
    
    1,811
    
    
    
    917Revolving line of credit
    
    
    1,100
    
    
    
    700Total current liabilities
    
    
    4,257
    
    
    
    3,369Deferred revenue
    
    
    26
    
    
    
    35Long-term debt
    
    
    960
    
    
    
    2,579Other liabilities
    
    
    8
    
    
    
    20Total liabilities
    
    
    5,251
    
    
    
    6,003Commitments and contingenciesConvertible redeemable preferred stock; (Note 7):1,000,000 designated as Series B, 740,736 shares (2005)
issued and outstanding
    
    
    
    
    
    
    1,6273,000 designated as Series C, 1,297 shares (2005)
issued and outstanding
    
    
    
    
    
    
    1,166Shareholders equity:Common stock; no par value; 15,000,000 shares authorized;
8,769,571 shares (2006) and 4,417,706 shares (2005) issued and outstanding
    
    
    10,353
    
    
    
    7,343Accumulated deficit
    
    
    (3,877
    )
    
    
    (4,599
    )Total shareholders equity
    
    
    6,476
    
    
    
    2,744$
    11,727
    
    
    $
    11,540
  3




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For the nine
    
    For the ninemonths ended
    
    months endedSeptember 30, 2006
    
    September 30,2005Cash Flows From Operating Activities:Net income
    
    $
    722
    
    
    $
    984Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    275
    
    
    
    247Recovery of bad debts
    
    
    (1
    )
    
    
    (1
    )Recovery of inventory allowance
    
    
    (11
    )
    
    
    (4
    )Warrants and stock option expense
    
    
    86
    
    
    
    Gain on sale of assets
    
    
    (8
    )
    
    
    Paid in kind (common stock) interest expense (Note 8)
    
    
    61
    
    
    
    Change in assets and liabilities:Trade accounts receivable
    
    
    156
    
    
    
    (359
    )Inventories
    
    
    (99
    )
    
    
    (463
    )Other assets
    
    
    (159
    )
    
    
    6Accounts payable and accrued expenses
    
    
    (381
    )
    
    
    (110
    )Deferred taxes
    
    
    30
    
    
    
    Deferred revenue and customer deposits
    
    
    (46
    )
    
    
    (87
    )Net cash provided by operating activities
    
    
    625
    
    
    
    213Cash Flows From Investing Activities:Sale of property and equipment
    
    
    27
    
    
    
    Acquisition of property and equipment
    
    
    (182
    )
    
    
    (128
    )Net cash used in investing activities
    
    
    (155
    )
    
    
    (128
    )Cash Flows From Financing Activities:Issuance of common stock
    
    
    30
    
    
    
    69Proceeds from line of credit
    
    
    400
    
    
    
    Payments on borrowings
    
    
    (685
    )
    
    
    (174
    )Net cash used in financing activities
    
    
    (255
    )
    
    
    (105
    )Net increase in cash
    
    
    215
    
    
    
    (20
    )Cash and cash equivalents at beginning of period
    
    
    529
    
    
    
    516Cash and cash equivalents at end of period
    
    $
    744
    
    
    $
    496Supplemental Disclosure:Interest paid
    
    $
    187
    
    
    $
    94Income tax paid
    
    $
    35
    
    
    $
    28Non-Cash Investing and Financing Activities:Transfer of equipment to inventory held for resale
    
    $
    40Conversion of convertible debt to common stock
    
    $
    40
    
    
    
    Preferred stock dividends
    
    $
    156
    
    
    $
    171Accretion of preferred stock
    
    $
    183
    
    
    $
    227Conversion of convertible preferred stock to common stock
    
    $
    3,132
    
    
    
    
  4




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5




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Nine Months EndedSeptember 302006
    
    2005Expected life
    
    3 years
    
    3 yearsVolatility
    
    
    126
    %
    
    
    130
    %Risk-free interest rate
    
    
    4.6
    %
    
    
    4.2
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
   WeighedWeighted
    
    
    AverageShares
    
    
    Average
    
    
    RemainingUnder
    
    
    Exercise
    
    
    Contractual
    
    
    AggregateOption
    
    
    Price
    
    
    Life
    
    
    Intrinsic ValueOutstanding at January 1, 2006
    
    
    752,375
    
    
    $
    1.86Granted
    
    
    216,000
    
    
    
    1.81Exercised
    
    
    (34,165
    )
    
    
    0.89Forfeited
    
    
    (61,340
    )
    
    
    1.90Outstanding at September 30, 2006
    
    
    872,870
    
    
    $
    1.84
    
    
    4.11 years
    
    $
    122,000Exercisable at September 30, 2006
    
    
    617,672
    
    
    $
    1.87
    
    
    4.11 years
    
    $
    108,000
  6




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Nonvested
    
    
    WeightedShares
    
    
    AverageUnder
    
    
    Grant DateOption
    
    
    Fair ValueNonvested at January 1, 2006
    
    
    100,213
    
    
    $
    1.49Granted
    
    
    216,000
    
    
    
    1.81Vested
    
    
    (22,503
    )
    
    
    1.38Forfeited
    
    
    (38,512
    )
    
    
    1.06Nonvested at September 30, 2006
    
    
    255,198
    
    
    $
    0.57
   Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30, 2005
    
    September 30, 2005Net income
    
    $
    331
    
    
    $
    984ADD: Stock-based employee
compensation expense included
in reported net income, net of
related tax effects
    
    
    
    
    
    
    DEDUCT: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects
    
    
    (134
    )
    
    
    (166
    )Pro forma net income
    
    $
    197
    
    
    $
    818Income per share:Basic as reported
    
    $
    0.03
    
    
    $
    0.14Diluted  as reported
    
    $
    0.03
    
    
    $
    0.12Basic  pro forma
    
    
    *
    
    
    $
    0.10Diluted  pro forma
    
    
    *
    
    
    $
    0.10
 
 *
    
    Less Than $0.01 Per Share
   7




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September30,
    
    
    December 31,2006
    
    
    2005Raw materials
    
    $
    2,432
    
    
    $
    2,368Work in process
    
    
    541
    
    
    
    496Finished goods
    
    
    306
    
    
    
    276Less: Allowance for obsolescence
    
    
    (241
    )
    
    
    (252
    )$
    3,038
    
    
    $
    2,888
           8




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Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005BASIC:Net income
    
    $
    192
    
    
    $
    331
    
    
    $
    722
    
    
    $
    984Accretion of redeemable preferred stock
and preferred stock dividends
    
    
    (143
    )
    
    
    (185
    )
    
    
    (339
    )
    
    
    (398
    )Net income available to common
shareholders  basic
    
    $
    49
    
    
    $
    146
    
    
    $
    383
    
    
    $
    586Weighted average shares outstanding  basic
    
    
    6,240
    
    
    
    4,344
    
    
    
    5,050
    
    
    
    4,216Net income per share  basic
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.08
    
    
    $
    0.14DILUTED:Net income
    
    $
    192
    
    
    $
    331
    
    
    $
    722
    
    
    $
    984Accretion of redeemable preferred stock
and preferred stock dividends
    
    
    (143
    )
    
    
    (185
    )
    
    
    (339
    )
    
    
    Interest expense from convertible debt
    
    
    19
    
    
    
    20
    
    
    
    55
    
    
    
    60Net income available to common
shareholders  diluted
    
    $
    68
    (a)
    
    $
    166
    (a)
    
    $
    438
    (a)
    
    $
    1,044Weighted average shares outstanding  basic
    
    
    6,240
    
    
    
    4,344
    
    
    
    5,050
    
    
    
    4,216Dilutive stock options and warrants
    
    
    113
    
    
    
    242
    
    
    
    147
    
    
    
    259Convertible securities
    
    
    578
    
    
    
    602
    
    
    
    602
    
    
    
    4,342Weighted average shares outstanding 
diluted
    
    
    6,931
    (b)
    
    
    5,188
    (b)
    
    
    5,799
    (b)
    
    
    8,817Net income per share diluted
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.08
    
    
    $
    0.12
 (a)
    
    Does not include an adjustment for preferred stock dividends and
accretion, as the effect would be anti-dilutive.
 (b)
    
    Does not include common shares obtainable upon conversion of
preferred stock, as the effect would be anti-dilutive.
   9




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HALT/HASS
    
    ED
    
    TOTALTHREE MONTHS ENDED
SEPTEMBER 30, 2006Net revenue
    
    $
    2,931
    
    
    $
    707
    
    
    $
    3,638Gross profit
    
    
    1,208
    
    
    
    180
    
    
    
    1,388THREE MONTHS ENDED SEPTEMBER
30, 2005Net revenue
    
    $
    3,081
    
    
    $
    428
    
    
    $
    3,509Gross profit
    
    
    1,532
    
    
    
    52
    
    
    
    1,584
 HALT/HASS
    
    ED
    
    TOTALNINE MONTHS ENDED SEPTEMBER 30, 2006Net revenue
    
    $
    9,884
    
    
    $
    2,240
    
    
    $
    12,124Gross profit
    
    
    4,480
    
    
    
    616
    
    
    
    5,096NINE MONTHS ENDED SEPTEMBER 30, 2005Net revenue
    
    $
    9,259
    
    
    $
    1,677
    
    
    $
    10,936Gross profit
    
    
    4,470
    
    
    
    413
    
    
    
    4,883
 10




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AUSTRALIA/UNITED
    
    
    
    
    
    ASIA
    
    NEWSTATES
    
    EUROPE
    
    PACIFIC
    
    ZEALAND
    
    TOTALTHREE MONTHS ENDED
SEPTEMBER 30, 2006Sales
    
    $
    2,173
    
    
    $
    387
    
    
    $
    1,078
    
    
    
    
    
    
    $
    3,638Long lived assets, net
    
    
    3,047
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,047THREE MONTHS ENDED
SEPTEMBER 30, 2005Sales
    
    $
    1,633
    
    
    $
    877
    
    
    $
    999
    
    
    
    
    
    
    $
    3,509Long lived assets, net
    
    
    2,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,013
 AUSTRALIA/UNITED
    
    
    
    
    
    ASIA
    
    NEWSTATES
    
    EUROPE
    
    PACIFIC
    
    ZEALAND
    
    TOTALNINE MONTHS ENDED
SEPTEMBER 30, 2006Sales
    
    $
    6,848
    
    
    $
    1,181
    
    
    $
    3,923
    
    
    $
    172
    
    
    $
    12,124Long lived assets, net
    
    
    3,047
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,047NINE MONTHS ENDED
SEPTEMBER 30, 2005Sales
    
    $
    5,760
    
    
    $
    2,506
    
    
    $
    2,670
    
    
    
    
    
    
    $
    10,936Long lived assets, net
    
    
    2,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,013
     11




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SERIES B
    
    SERIES CSHARES
    
    AMOUNT
    
    SHARES
    
    AMOUNTBalance, January 1, 2005
    
    
    683,967
    
    
    $
    1,500,000
    
    
    
    1,198
    
    
    $
    799,000Earned and issued dividends
    
    
    56,769
    
    
    
    127,000
    
    
    
    99
    
    
    
    103,000Accretion of redemption
feature on preferred stock
and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    264,000Balance, January 1, 2006
    
    
    740,736
    
    
    
    1,627,000
    
    
    
    1,297
    
    
    
    1,166,000Earned and issued dividends
    
    
    68,740
    
    
    
    83,000
    
    
    
    126
    
    
    
    73,000Accretion of redemption
feature on preferred stock
and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,000Conversion of preferred stock
    
    
    (809,476
    )
    
    
    (1,710,000
    )
    
    
    (1,423
    )
    
    
    (1,422,000
    )Balance, September 30, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Preferred Stock  Series B (Series B preferred stock)
   Preferred Stock  Series C (Series C preferred stock)
   12




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13




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Three Months Ended September 30, 2006 Compared With Three Months Ended September 30, 2005
   HALT/HASS Revenue
  14




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Electrodynamic Revenue (ED)
            15




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Nine Months Ended September 30, 2006 Compared With Nine Months Ended September 30, 2005
   HALT/HASS Revenue
  Electrodynamic Revenue (ED)
  16




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17




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Business Environment
  18




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Suppliers
  International Operations
  Intellectual Property
  Acquisition
  Legal Proceedings
  Government Regulation
  Critical Accounting Policies and Estimates
  Contractual Obligations
  Recently Issued Accounting Pronouncements
  
    19




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20




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QualMark CorporationDate: November 13, 2006
    
    
    
    By:
    
    /s/ CHARLES D. JOHNSTONCharles D. Johnston President,
Chief Executive OfficerDate: November 13, 2006
    
    
    
    By:
    
    /s/ ANTHONY A. SCALESEAnthony A. ScaleseChief Financial Officer& Principal Accounting Officer
 21




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EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Amended and Restated Articles of Incorporation of the Company.(1)3.2
    
    Amended and Restated Bylaws of the Company.(1)3.3
    
    Certificate of Designation for Series A Preferred Stock.(5)3.4
    
    Amended Certificate of Designation for Series A Preferred Stock.(5)3.5
    
    Statement of Change of Registered Agent.(5)4.1
    
    Form of Certificate for Shares of Common Stock.(1)4.6
    
    Form of Warrant issued to holders of 10% secured promissory notes.(1)10.1
    
    QualMark Corporation 1993 Incentive Stock Option Plan.(1)10.2
    
    QualMark Corporation 1996 Stock Option Plan.(3)10.3
    
    Employment Agreement dated March 1, 1993 by and between the Company and W. Preston Wilson.(1)10.4
    
    Employment Agreement dated August 15, 1994 by and between the Company and J. Wayne Farlow.(1)10.5
    
    Agreement dated September 30, 1995 by and between the Company and Gregg K. Hobbs.(1)10.8
    
    Addendum to Agreement dated as of December 21, 1995 by and between the Company and Gregg K.
Hobbs.(1)10.11
    
    Loan and Security Agreement dated April 30, 1996, by and between QualMark Corporation and Silicon
Valley Bank, as amended by Amendment to Loan and Security Agreement dated August 18, 1997.(2)10.12
    
    Loan and Security Agreement dated December 22, 1998, by and between QualMark Corporation and U.S.
Bank National Association.(4)10.13
    
    Waiver and Amendment to Loan Agreement dated March 15, 1999 by and between QualMark and U.S. Bank
National Association.(4)10.14
    
    Second Amendment to Loan Agreement dated August 23, 1999 by and between QualMark and U.S. Bank
National Association.(5)10.15
    
    Settlement Agreement dated August 30, 1999 by and among QualMark Corporation and Screening
Systems, Inc.(5)10.16
    
    Preferred Stock Purchase Agreement dated September 1, 1999, including Warrant to Purchase 139,535
Shares of Common Stock.(5)10.17
    
    Third Amendment to Loan Agreement dated March 31, 2000 by and between QualMark and U.S. Bank
National Association.(6)10.18
    
    Employment Agreement dated July 17, 2000 by and between the Company and Charles D. Johnston.(7)10.19
    
    Second Amendment to Promissory Notes and Fifth Amendment to Loan Agreement dated February 1, 2001
by and between QualMark and U.S. Bank National Association.(8)10.20
    
    Third Amendment to Promissory Notes and Sixth Amendment to Loan Agreement dated June 29, 2001 by
and between QualMark and U.S. Bank National Association.(9)10.21
    
    Fourth Amendment to Promissory Notes and Seventh Amendment to Loan Agreement dated January 31,
2002 by and between QualMark and U.S. Bank National Association. (10)10.22
    
    Series C Preferred Stock Purchase Agreement dated March 27, 2002 (11)10.23
    
    Series C Preferred Stock Certificate of Designations (11)10.24
    
    Series B Preferred Stock Certificate of Designations (11)10.25
    
    Fifth Amendment to Promissory Notes and Eighth Amendment to Loan Agreement dated January 23, 2003
by and between QualMark and U.S. Bank National Association.(12)10.25(b)
    
    Sixth Amendment to Promissory Notes and Ninth Amendment to Loan Agreement dated July 25, 2003 by
and between QualMark and U.S. Bank National Association(13)10.26
    
    Irrevocable Letter of Credit issued to Catellus Development Corporation (12)10.26(b)
    
    Warrant agreement to purchase 25,000 shares of Common Stock dated July 25, 2003 (13)10.27
    
    Seventh Amendment to Promissory Notes and Tenth Amendment to Loan Agreement dated February 27,
2004 by and between QualMark and U.S. Bank National Association. (14)




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION10.28
    
    Settlement Agreement and Payment Schedule dated February 13, 2004, by and between QualMark
Corporation and Gregg K. Hobbs. (14)10.29
    
    Eighth Amendment to Promissory Notes and Eleventh Amendment to Loan Agreement dated April 20, 2004
by and between QualMark and U.S. Bank National Association.(15)10.30
    
    Loan and Security Agreement dated November 9, 2004 by and between QualMark and Silicon Valley Bank
(16)10.31
    
    Loan and Security Agreement dated November 11, 2004 by and between QualMark and Partners for
Growth (17)10.32
    
    Asset Purchase Agreement dated November 12, 2004 by and between QualMark and ACG Dynamics, Inc.
(17)10.33
    
    Loan and Security Agreement dated December 8, 2005 by and between QualMark and Silicon Valley Bank
(18)10.34
    
    Amendment to Loan and Security Agreement dated December 12, 2005 by and between QualMark and
Partners for Growth (18)10.35
    
    Asset Purchase Agreement dated December 13, 2005 by and between QualMark and SatCon Technology.(18)14
    
    Director and Officer Code of Ethics (14)31.1
    
    CEO Certification of Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    CFO Certification of Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certifications of Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Incorporated by reference from the Companys Registration Statement No. 333-1454-D on Form
SB-2.(2)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10- QSB for the quarter
ended September 30, 1997.(3)
    
    Incorporated by reference from the Companys Proxy Statement for the 1996 Annual Meeting of
Shareholders.(4)
    
    Incorporated by reference from the Companys Annual Report of Form 10-KSB for the year ended
December 31, 1998.(5)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10- QSB for the quarter
ended September 30, 1999.(6)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10- QSB for the quarter
ended June 30, 2000.(7)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10- QSB for the quarter
ended September 30, 2000.(8)
    
    Incorporated by reference from the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2000.(9)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10- QSB for the quarter
ended June 30, 2001.(10)
    
    Incorporated by reference from the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2001.(11)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2002.(12)
    
    Incorporated by reference from the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2002.(13)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2003.(14)
    
    Incorporated by reference from the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2003.(15)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2004.(16)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2004.(17)
    
    Incorporated by reference from the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2004.(18)
    
    Incorporated by reference from the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2005.