##### Table of Contents



U.S. 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 June 30, 2006.
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 000-51152
 PetroHunter Energy Corporation
 (formerly
Digital Ecosystems Corp., a Nevada corporation)
  Maryland
    
    98-0431245(State or jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 1875 Lawrence Street, Suite 1400, Denver, CO 80202
 (303) 572-8900
 þ o
 o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS
   o þ




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##### 



TABLE OF CONTENTS
 PART I FINANCIAL
INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets at June 30, 2006 (unaudited) andSeptember 30, 2005
F-2Consolidated Statements of Operations for the Three and Nine Months Ended June 30,2006 and Period from Inception (June 20, 2005) to June 30, 2006 (unaudited)
F-3Consolidated Statements of Cash Flows for the Nine Months EndedJune 30, 2006 and Period from Inception (June 20, 2005) to June 30, 2006 (unaudited)
F-4Notes to Consolidated Financial Statements (unaudited)
F-5Item 2.
    
    Managements Discussion and Analysis or Plan of Operations
1Item 3.
    
    Controls and Procedures
5PART II OTHER
INFORMATIONItem 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
6Item 6.
    
    Exhibits
6Signatures
    
    
7Rule 13a-14(a) Certification - CEORule 13a-14(a) Certification - CFOCertification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.




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##### Table of Contents



PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
 Consolidated Balance Sheets
June 30, 2006 and September 30, 2005
    
    F-2Consolidated
Statements of Operations for the Three and Nine Months ended June 30, 2006 and
Period from Inception (June 20, 2005) to June 30, 2006
    
    F-3Consolidated Statements of Cash Flows for the Nine Months ended June 30, 2006 and
Period from Inception (June 20, 2005) to June 30, 2006
    
    F-4Notes to Consolidated Financial Statements
    
    F-5 to F-18
 F-1




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
 
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 June 30,
    
    
    September 30,2006
    
    
    2005(unaudited)
    
    
    (audited)ASSETSCurrent
AssetsCash
    
    $
    22,662,280
    
    
    $
    1,250,242Subscriptions receivable
    
    
    2,077,000
    
    
    
    Prepaid property development costs  related
    
    
    1,336,000
    
    
    
    Other
    
    
    108,660
    
    
    
    7,699Total
Current Assets
    
    
    26,183,940
    
    
    
    1,257,941Property
and equipment
    
    
    371,066Unevaluated oil and gas properties, at cost, full cost method of accounting
    
    
    28,004,090
    
    
    
    7,231,443Restricted cash
    
    
    30,000
    
    
    
    Deferred financing costs
    
    
    
    
    
    
    10,563Total
Assets
    
    $
    54,589,096
    
    
    $
    8,499,947LIABILITIES
AND STOCKHOLDERS EQUITY (DEFICIT)Current
LiabilitiesAccounts payable and accrued expenses
    
    $
    1,743,558
    
    
    $
    475,107Accrued interest payable
    
    
    1,025,276
    
    
    
    23,029Due to shareholder
    
    
    
    
    
    
    648,421Contracts payable-oil and gas properties
    
    
    
    
    
    
    5,512,500Notes payable
    
    
    423,342
    
    
    
    Convertible notes payable
    
    
    
    
    
    
    3,037,000Total
Current Liabilities
    
    
    3,192,176
    
    
    
    9,696,057Asset
retirement obligation
    
    
    50,895
    
    
    
    Commitments
and contingenciesStockholders
EquityPreferred stock, $.001 par valueAuthorized  1,000,000 sharesIssued  none
    
    
    
    
    
    
    Common stock, $.001 par valueAuthorized  500,000,000 sharesIssued and outstanding  218,687,334 (2006) and 100,000,000 (2005)shares
    
    
    218,687
    
    
    
    100,000Capital in excess of par value
    
    
    61,803,718
    
    
    
    822,710Deficit accumulated during the development stage
    
    
    (10,676,380
    )
    
    
    (2,118,820
    )Total
Stockholders Equity (Deficit)
    
    
    51,346,025
    
    
    
    (1,196,110
    )Total
Liabilities and Stockholders Equity (Deficit)
    
    $
    54,589,096
    
    
    $
    8,499,947
  F-2




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months
    
    
    Nine Months
    
    
    Inception(June 20, 2005) toended June 30,
    
    
    Ended June
    
    
    June 30,2006
    
    
    30, 2006
    
    
    2006Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Costs and
expensesGeneral and administrative
    
    
    1,934,930
    
    
    
    3,810,783
    
    
    $
    5,046,574Property development costs-related
    
    
    1,245,000
    
    
    
    2,765,000
    
    
    
    3,625,0003,179,930
    
    
    
    6,575,783
    
    
    
    8,671,574Other income (expense)Interest expense
    
    
    (1,295,118
    )
    
    
    (1,981,777
    )
    
    
    (2,004,806
    )Net loss
    
    $
    (4,475,048
    )
    
    $
    (8,557,560
    )
    
    $
    (10,676,380
    )Net loss per common share  basic
and diluted
    
    $
    (.03
    )
    
    $
    (.07
    )Weighted
average number of common
shares outstanding  basic and
diluted165,526,118
    
    
    
    122,774,060
  F-3




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Nine Months
    
    
    InceptionEnded
    
    
    (June 20, 2005) toJune 30, 2006
    
    
    June 30, 2006Cash flows from operating activitiesNet loss
    
    $
    (8,557,560
    )
    
    $
    (10,676,380
    )Adjustments to reconcile net loss to net cash used by operating activitiesStock for expenditures advanced
    
    
    
    
    
    
    100,000Stock based compensation
    
    
    1,353,090
    
    
    
    2,175,800Financing costs
    
    
    942,562
    
    
    
    932,000Changes in assets and liabilitiesPrepaids and other
    
    
    (1,414,952
    )
    
    
    (1,422,651
    )Accounts payable and accrued expenses
    
    
    1,142,374
    
    
    
    1,486,166Due to shareholder
    
    
    (648,421
    )
    
    
    Net cash used by operating activities
    
    
    (7,182,907
    )
    
    
    (7,405,065
    )Cash flows from investing activitiesAdditions to oil and gas properties
    
    
    (20,731,982
    )
    
    
    (22,296,582
    )Office equipment
    
    
    (371,066
    )
    
    
    (371,066
    )Restricted cash
    
    
    (30,000
    )
    
    
    (30,000
    )Net cash used in investing activities
    
    
    (21,133,048
    )
    
    
    (22,697,648
    )Cash flows from financing activitiesProceeds from sale of common stock
    
    
    35,442,500
    
    
    
    35,442,500Cash received upon recapitalization and merger
    
    
    20,949
    
    
    
    20,949Proceeds from issuance of convertible notes
    
    
    16,080,167
    
    
    
    19,117,167Offering costs
    
    
    (1,815,623
    )
    
    
    (1,815,623
    )Net cash provided by financing activities
    
    
    49,727,993
    
    
    
    52,764,993Net increase in cash
    
    
    21,412,038
    
    
    
    22,662,280Cash and cash equivalents, beginning of period
    
    
    1,250,242
    
    
    
    Cash and cash equivalents, end of period
    
    $
    22,662,280
    
    
    $
    22,662,280Supplemental schedule of cash flow informationCash paid for interest
    
    $
    
    
    
    $
    Cash paid for income taxes
    
    $
    
    
    
    $
    Supplemental disclosures of non-cash investing and financing activitiesStock issued for expenditures advanced
    
    $
    100,000
    
    
    $
    100,000Contracts for oil and gas properties
    
    $
    6,261,460
    
    
    $
    12,772,754Common stock for debt
    
    $
    21,194,167
    
    
    $
    21,194,167Common stock for offering costs
    
    $
    2,424,500
    
    
    $
    2,424,500
  F-4




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
 NOTE 1  ORGANIZATION AND BASIS OF PRESENTATION
    i.
    
    GSL was deemed to be the purchaser and parent company for financial reporting
purposes. Accordingly, its net assets were included in the consolidated balance sheet
at their historical book value; andii.
    
    Control of the net assets and business of PetroHunter was acquired effective May
12, 2006 for no consideration.
  Net cash acquired
    
    $
    20,949Current assets
    
    
    22,009Liabilities assumed
    
    
    (449,396
    )Fair Value
of 28,700,000 Digital Shares
    
    $
    (406,438
    )
 F-5




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         F-6




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
        F-7




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
          F-8




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
    Net loss as reported
    
    $
    (8,557,560
    )Add stock based compensation included in reported loss
    
    
    1,353,090Deduct stock based compensation expense determined under the
fair value method
    
    
    (1,448,018
    )Pro-forma net loss
    
    $
    (8,652,488
    )Net loss per shareAs reported
    
    $
    (.07
    )Pro-forma
    
    $
    (.07
    )
 F-9




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
 th
            F-10




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
   NOTE 3  AGREEMENT WITH MAB RESOURCES LLC
    F-11




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
    1.
    
    Ownership: MAB and the Company each own an undivided 50% working interest
in all oil and gas leases, production facilities, and related assets (collectively, the
Properties).2.
    
    Operator: The Company is named as Operator, and has appointed a related
controlled entity, MAB Operating Company LLC, as sub-operator. The Company and MAB will
sign a joint operating agreement, governing all operations.3.
    
    Costs and Revenues: Each party pays its proportionate share of costs and
receives its proportionate share of revenues, subject to the Company bearing the
following burdens:
 (a)
    
    MAB Overriding Royalty Interest: Each assignment of
Properties from MAB to the Company reserves an overriding royalty equivalent to
3% of 8/8ths (proportionately reduced to 1.5% of the Companys undivided 50%
working interest in the Properties) (the MAB Override), payable out of
production and sales.(b)
    
    Project Costs: Each Acquisition Agreement provides that the
Company shall pay 100% of the cost of acquisitions and operations (Project
Costs) up to a specified amount, after which time each party shall pay its
proportionate 50% share of such costs. The maximum specified amount of Project
Costs of which the Company must pay 100%, under the Development Agreement for
Properties acquired in the future, is $100 million. There is no before payout
or after payout in the traditional sense of a carried interest because the
Companys obligation to expend the specified amount of Project Costs and MABs
receipt of its 50% share of revenues apply without regard to whether payout has
occurred. Therefore, the Companys payment of all Project Costs up to such
specified amount might occur before actual payout, or might occur
after actual payout, depending on each project and set of Properties.
 F-12




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
 (c)
    
    Project Development Costs: Under the Development Agreement,
the Company pays to MAB monthly Project Development Costs representing a
specified portion of MABs carried Project Costs. The total amount incurred to
MAB by the Company will be deducted from MABs portion of the Project Costs
carried by the Company.
 4.
    
    Rights and Obligations: MAB conveys to the Company an undivided 50%
working interest in all rights and benefits under each Acquisition Agreement (such as
additional Assets acquired under AMIs), and the Company assumes its share of all duties
and obligations under each Acquisition Agreement (such as drilling and development
obligations).
 NOTE 4  OIL AND GAS PROPERTIES
  West Rozel Project
  Buckskin Mesa Project
  Piceance II Project
  F-13




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
 Beetaloo Project
  Fiddler Creek Project
  South Bronco Project
  Bear Creek Project
  Buckskin Mesa II Project
  F-14




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
  NOTE 5  CONVERTIBLE NOTES
   NOTE 6  COMMON STOCK
  F-15




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
  
    
    8,800,000 shares, valued at $.50 per share, as partial consideration for the
acquisition of oil and gas properties
    
    1,864,000 shares valued at $.50 per share, as partial
consideration for finders fees on the sale of convertible debt
    
    42,388,334, at $.50 per share, for conversion of convertible debt (Note 5)
    
    28,700,000 shares pursuant to the share exchange agreement with GSL (Note 1)
    
    35,442,500 shares pursuant to the sale of units at $1.00 per unit to accredited
investors pursuant to a private placement memorandum. Each unit consists of one
share of common stock and a warrant to purchase one share of common share for a
period of 5 years at $1.00 per share.
    
    1,492,500 shares valued at $1.00 per share, as partial
consideration for finders fees on the sale of $1.00 units
 NOTE 7  STOCK OPTION PLAN
   Weighted
    
    
    Weighted AvgAvg
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueOptions outstanding  October 1, 2005
    
    
    19,000,000
    
    
    $
    0.50Granted during period
    
    
    
    
    
    $
    Exercised during period
    
    
    
    
    
    
    Forfeited during period
    
    
    
    
    
    
    Expired during period
    
    
    
    
    
    
    Options outstanding  June 30, 2006
    
    
    19,000,000
    
    
    $
    0.50
    
    
    
    4.12
    
    
    $
    17,480,549Exercisable at June 30, 2006
    
    
    6,650,000
    
    
    $
    0.50
    
    
    
    4.12
    
    
    $
    6,110,689
 F-16




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
   WeightedNumber of
    
    Avg FairShares
    
    ValueNonvested OptionsNonvested  October 1, 2005
    
    
    15,200,000
    
    
    $
    0.32Granted during period
    
    
    
    
    
    
    Exercised during period
    
    
    
    
    
    
    Vested during period
    
    
    (2,850,000
    )
    
    $
    0.51Forfeited during period
    
    
    
    
    
    
    Expired during period
    
    
    
    
    
    
    Nonvested  June 30, 2006
    
    
    12,350,000
    
    
    $
    0.92
   NOTE 8  RELATED PARTY TRANSACTIONS
   NOTE 9  COMMITMENTS AND CONTINGENCIES
   F-17




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PETROHUNTER ENERGY CORPORATION
(formerly Digital Ecosystems Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2006
 (Unaudited)
     PropertyProject Costs
    
    
    Development
    
    
    Development(million)
    
    
    Agreement
    
    
    Costs (Monthly)As of
June 30, 2006West Rozel
    
    $
    50
    
    
    $
    1,430,000
    
    
    $
    200,000Buckskin Mesa
    
    
    50
    
    
    
    4,262,500
    
    
    
    20,000Buckskin MesaFederal Leases
    
    
    
    
    
    
    1,961,460Piceance IICash
    
    
    50
    
    
    
    4,000,000
    
    
    
    20,000Stock
    
    
    
    
    
    
    1,000,000
    
    
    
    BeetalooAcquisition
    
    
    100
    
    
    
    1,000,000
    
    
    
    100,000Seismic
    
    
    
    
    
    
    3,000,000Fiddler CreekCash
    
    
    100
    
    
    
    300,000
    
    
    
    20,000Cash or Stock
    
    
    
    
    
    
    1,700,000
    
    
    
    South BroncoDrilling Commitment
    
    
    50
    
    
    
    
    
    
    
    20,000Bear CreekConvertible Notes
    
    
    50
    
    
    
    1,200,000
    
    
    
    50,000450
    
    
    
    19,853,960
    
    
    
    430,000Subsequent
to June 30, 2006Buckskin Mesa IICash
    
    
    50
    
    
    
    1,865,000
    
    
    
    20,000TOTAL
    
    $
    500
    
    
    $
    21,718,960
    
    
    $
    450,000




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
 Cautionary Statement Regarding Forward-Looking Statements
  Description of Business and Properties
  HEAVY OIL PROPERTIES
 Great Salt Lake  Utah
  1




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Montana Heavy Oil
 PICEANCE BASIN, COLORADO, PROPERTIES
 Buckskin Mesa
  2




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##### Table of Contents



Piceance II  Colorado
   AUSTRALIA PROPERTIES
 Northern Territory  Australia
   3




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##### Table of Contents



DEVELOPMENT AGREEMENT
  Plan of Operation
  1.
    
    Unconventional natural gas exploration in Colorado,2.
    
    Heavy crude exploration and processing in Montana and Utah,3.
    
    Exploration of oil and gas fields in Australia.
  
    
    Drilling of wells in our 1,000 acre holdings in Piceance Basin. We expect
to complete approximately 8 wells and have gas production by the end of the 2006
calendar year.
    
    Exploration of our 16,000 acre lease near Buckskin Mesa/Powell Park
discovery wells in the northern Piceance Basin. Our plan is to reprocess 2D and 3D
seismic data. Based on results of this analysis, we anticipate a five well exploration
program will be commenced in calendar year 2006. These wells will be to an estimated
depth of 10,000 to 12,000 feet, to test the Williams Fork, Cameo and Ft. Union
formations.
  
    
    $15,000,000 to $30,000,000 in connection with the Piceance II project, to
include seismic, drilling, completion and production facilities.
    
    $15,000,000 to $28,000,000 in connection with the Buckskin Mesa project, to
include seismic, and drilling.
  
    
    The development of 15,000 acres of prime heavy oil acreage in Montana.
    
    The development of 173,000 acres owned or under contract in the Great Salt Lake.
 4




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##### Table of Contents




    
    $7,000,000 to $12,500,000 to add land in Montana in areas where we have
already completed acquisitions
    
    $8,000,000 to $15,000,000 in connection with the Fiddler Creek project, to
include drilling, completion and production facilities
    
    $5,000,000 to $10,000,000 in connection with the Great Salt Lake project,
to include project design, project equipment procurement, site infrastructure
development and initial drilling?
    
 ITEM 3. CONTROLS AND PROCEDURES.
 Evaluation Of Disclosure Controls And Procedures
  Changes In Internal Controls Over Financial Reporting
  5




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PART II
 OTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 6. Exhibits
  ExhibitNumber
    
    Description2.1
    
    Amendment No. 5 to the Share Exchange Agreement dated February 10, 2006.(2)3.1
    
    Articles of Incorporation for PetroHunter Energy Corporation(1)3.2
    
    Bylaws of PetroHunter Energy Corporation(1)4.1
    
    Form of Share Certificate.(3)31.1
    
    Rule 13a-14(a) Certifications of the Companys Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of the Companys Chief Financial Officer32.1
    
    Certification of the Companys Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Companys Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 Notes
 (1)
    
    Incorporated by reference from the Companys Definitive Schedule 14C, filed on July 17, 2006.(2)
    
    Incorporated by reference from the Companys Form 8-K/A
filed on May 19, 2006.(3)
    
    Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on September 16, 2004, as amended. 6




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SIGNATURE
  Signatures
    
    Title
    
    Date/s/ Kelly Nelson
    
    Chief Executive Officer
    
    August 21, 2006/s/ Carmen Lotito
    
    Chief Financial Officer
    
    August 21, 2006
 7




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ExhibitNumber
    
    Description2.1
    
    Amendment No. 5 to the Share
Exchange Agreement dated February 10, 2006.(2)3.1
    
    Articles of Incorporation for PetroHunter Energy Corporation(1)3.2
    
    Bylaws of PetroHunter Energy Corporation(1)4.1
    
    Form of Share Certificate.(3)31.1
    
    Rule 13a-14(a) Certifications of the Companys Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of the Companys Chief Financial Officer32.1
    
    Certification of the Companys Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Companys Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 Notes
 (1)
    
    Incorporated by reference from the Companys Definitive Schedule 14C, filed on July 17, 2006.(2)
    
    Incorporated by reference from the Companys Form 8-K/A
filed on May 19, 2006.(3)
    
    Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on September 16, 2004, as amended. 8