UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549






FORM 10-K


(Mark
      One)þ
            
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the fiscal
      year ended December 31, 2007o
            
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period
      from          to          .




Commission file
000-49862


PROCERA NETWORKS,
INC.


(Exact name of
registrant as specified in its charter)




Nevada
              (State of
      incorporation)
            
            33-0974674
              (I.R.S.
      Employer Identification No.)100C
      Cooper Court
              Los
      Gatos, California 95032
              (Address of
      principal executive offices, including zip code)
            
            (408)
      354-7200
              (Registrant’s telephone
      number, including area code)






Securities registered pursuant to
Section 12(b) of the Act


Title of Each
      Class
            
            Name of Each Exchange on Which
      RegisteredCommon
      Stock par value $0.001 per share
            
            American
      Stock Exchange




Securities
registered pursuant to Section 12(g) of the Act:


None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o     No þ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o     No þ




Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes þ     No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.  þ




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large
      accelerated filer o
            Accelerated
      filer  þNon-accelerated
      filer  o
              (Do
      not check if a smaller reporting company)
            Smaller
      reporting o




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes oNo þ





The
aggregate market value of the voting stock held by nonaffiliates of the
Registrant based upon the closing price of the common stock reported on the
American Stock Exchange on June 29, 2007 was approximately
$140,153,532.*




The
number of shares of common stock outstanding as of March 17, 2008 was
76,384,292.





*
            
            Excludes
      23,057,285 shares of Common Stock held by directors, officers and
      stockholders or stockholder groups whose beneficial ownership exceeds 5%
      of the Registrant’s Common Stock outstanding.  The number of shares
      owned by stockholders whose beneficial ownership exceeds 5% was determined
      based upon information supplied by such persons and upon Schedules 13D and
      13G, if any, filed with the SEC.  Exclusion of shares held by any
      person should not be construed to indicate that such person possesses the
      power, direct or indirect, to direct or cause the direction of the
      management or policies of the registrant, that such person is controlled
      by or under common control with the Registrant, or that such persons are
      affiliates for any other purpose.





DOCUMENTS INCORPORATED BY
REFERENCE




Portions
of the registrant’s Definitive Proxy Statement for its 2008 Annual Meeting of
Shareholders, which will be filed with the Commission within 120 days of
December 31, 2007, are incorporated herein by reverence into Part III of this
Annual report on form 10-K.






-
2 -




PROCERA
NETWORKS, INC.





FISCAL
YEAR 2007


Form 10-K





ANNUAL
REPORT






TABLE OF
CONTENTS




PagePART IItem
      1.
            
            
            Business
            
            
            4Item
      1A.
            
            
            Risk
      Factors
            
            
            8Item
      1B.
            
            
            Unresolved
      Staff Comments
            
            
            15Item
      2.
            
            
            Properties
            
            
            16Item
      3.
            
            
            Legal
      Proceedings
            
            
            16Item
      4.
            
            
            Submission
      of Matters to a Vote of Security Holders
            
            
            16PART IIItem
      5.
            
            
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            
            
            17Item
      6.
            
            
            Selected
      Financial Data
            
            
            18Item
      7.
            
            
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            
            20Item
      7A.
            
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            
            31Item
      8.
            
            
            Financial
      Statements and Supplementary Data
            
            
            32Item
      9.
            
            
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            
            
            F-32Item
      9A.
            
            
            Controls
      and Procedures
            
            
            F-33Item
      9B.
            
            
            Other
      Information
            
            
            F-35PART IIIItem
      10.
            
            
            Directors,
      Executive Officers and Corporate Governance
            
            
            33Item
      11.
            
            
            Executive
      Compensation
            
            
            33Item
      12.
            
            
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            
            
            33Item
      13.
            
            
            Certain
      Relationships and Related Transactions, and Director
      Independence
            
            
            33Item
      14.
            
            
            Principal
      Accountant Fees and Services
            
            
            33PART IVItem
      15.
            
            
            Exhibits
      and Financial Statement Schedules
            
            
            34Signatures
            
            
            35Index
      to Exhibits
            
            
            37EX-10-8:
      LEASE EXTENSIONEX
      10-9: RETIREMENT AGREEMENTEX-31.1:
      CERTIFICATIONEX-31.2:
      CERTIFICATIONEX-32.1:
      CERTIFICATIONEX-32.2:
      CERTIFICATION




-
3 -





PART I




In
addition to historical information, this Annual Report on Form 10-K
contains forward-looking statements regarding our strategy, financial
performance and revenue sources that involve a number of risks and
uncertainties, including those discussed under the title “RISK FACTORS” in
Item 1A.  Forward-looking statements in this report include, but
are not limited to, those relating to our potential for future revenues, revenue
growth and profitability; markets for our products; our ability to continue to
innovate and obtain patent protection; operating expense targets; liquidity; new
product development; the possibility of acquiring (and our ability to consummate
any acquisition of) complementary businesses, products, services and
technologies; the geographical dispersion of our sales; expected tax rates; our
international expansion plans; and our development of relationships with
providers of leading Internet technologies





While
these forward-looking statements represent our current judgment on the future
direction of our business, such statements are subject to many risks and
uncertainties which could cause actual results to differ materially from any
future performance suggested in this Report due to a number of factors,
including, without limitation our ability to produce and commercialize new
product introductions, particularly our acceleration related technologies; our
ability to successfully compete in an increasingly competitive market; the
perceived need for our products; our ability to convince potential customers of
the value of our products; the costs of competitive solutions; our reliance on
third party contract manufacturers; continued capital spending by prospective
customers and macro economic conditions.  Readers are cautioned not to
place undue reliance on the forward-looking statements, which speak only as of
the date of this Annual Report.  We undertake no obligation to
publicly release any revisions to forward-looking statements to reflect events
or circumstances arising after the date of this document, except as required by
law.  See “RISK FACTORS” appearing in
Item 1A.  Investors may access our filings with the Securities
and Exchange Commission including our annual report on Form 10-K, our
quarterly reports on Form 10-Q, our current reports on Form 8-K and
amendments to such reports on our website, free of charge, at
www.proceranetworks.com, but the information on our website does not constitute
part of this Annual Report.





Throughout
this Annual Report on Form 10-K, we refer to Procera Networks, Inc., a
Nevada corporation, as “Procera,” and, together with its consolidated
subsidiaries, as “we,” “our” and “us,” unless otherwise
indicated.  Any reference to “Netintact” refers to our wholly owned
subsidiary, Netintact, AB., a Swedish corporation and Netintact, PTY, an
Australian corporation.




Item 1.
            Business




Overview





Procera
Networks is a leading provider of bandwidth management and control products for
broadband service providers worldwide.  Our products offer network
administrators of service providers, governments, universities and
enterprises:


·
              Intelligent
      network traffic identification, control and service management
      solutions:
 ·
              Superior
      accuracy in identifying applications running on their
      networks;
 ·
              the
      ability to optimize the experience of the subscribers based on management
      of the identified traffic





With
rapid growth in Internet usage, we believe our proprietary PacketLogicTM products
offer network administrators the leading Deep Packet Inspection (or DPI)
technology providing real-time application awareness and control of network
traffic with the scalability and flexibility required by today’s large
networks.





Our
solution, PacketLogicTM, is a modular, traffic and service management system
comprised of five individual modules:


·
              Surveillance
 ·
              Traffic
      Shaping
 ·
              Filtering
 ·
              Flow
      Statistics
 ·
              Web
      Statistics


More than
400 service providers, higher-education institutions and other organizations
(with over 1,100 systems installed) have chosen PacketLogicTM as their
network traffic management solution, including:


Service
Provider:


·
              ISPs.   Austar;
      Mesa Networks.
 ·
              Wireless Service Providers –
      SingTel,
 ·
              Cable MSO’s – Com hem,
      Optus
 ·
              Telcos.  TeliaSonera;
      ; Telenor.




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4 -




Institutions


·
              Large
      Businesses.  Panasonic; AstraZeneca;
      Volkswagen.
 ·
              Education.  University
      of Cambridge; Yonsei University; Cal
  Poly.
 ·
              Government.  State
      of Vermont; Jönköping, Sweeden;Swedish Archive
      Information


Our
objective is to become a leader in user and application aware software solutions
that provide industry leading network control and monetization capabilities for
service providers and institutions .





Industry
Background





The “Dumb”
Network.  In the earliest days of computer networking, hubs and
switches provided basic hardware connectivity and messages were sent using the
Internet Protocol (IP).  The next step in the evolution of network
technology was the introduction of routers that allowed the flow of packets
belonging to the same session to pass along different routes and over different
networks from sender to receiver.  The introduction of B-RAS
(broadband remote access server) allowed for scalable subscriber aware
services.  Many other advances were made that improved the performance
of the network, but these advances none provided the network administrator with
very little information about the applications being sent over their
network.  The equipment and protocols were in that sense
“dumb”.





The Evolution of Computer
Networks.  Computer networks are currently experiencing
far-reaching changes that we expect will number the days of the “dumb”
network.  At the root of the changes is the explosive increase in
peer-to-peer applications and video content transmitted which is taxing the
ability of networks to meet demand.  Some well-known peer-to-peer and
video applications include: YouTube, Kazaa, Slingbox, Joost, Internet TV and
Bitorrent. Broadly speaking, these far-reaching changes are driven by the
demands of entertainment and are stretching current network (and network
management) technology beyond its current capabilities.





The
Problem.   The explosive growth in Internet usage has
stretched bandwidth to the point where the delivery of mission critical,
business applications is being disrupted.  Continually adding raw
capacity to meet demand provides only a partial and uneconomic
solution.





The Need for a “Smart”
Network.  Adding the capability to distinguish between
applications and to prioritize delivery over the network ensures data from the
most important applications get through the network with the least
delay.  In order to do this, the network equipment must provide
real-time information on the applications usage and be able to actively
influence traffic flow – we refer to networks that have this capability as
“Smart” networks.  The need for such network intelligence is gaining
increasingly broad acceptance.





Current State of Network
Development.There are a limited number of suppliers whose products allow
networks to be upgraded from “dumb” to “smart”.  Perhaps the most well
known of these suppliers are: Cisco/P-cube, Sandvine, Allot and Ellacoya
(recently acquired by Arbor) and Procera.  All suppliers of
smart-network upgrade equipment rely on some variant of packet inspection
technology – broadly called deep packet inspection, or DPI.





The
Procera Solution





Not all
packet inspection technology works the same way.  Procera’s
PacketLogicTM solutions are based on a particularly effective variation of DPI
technology called “DFI” (deep flow inspection).   DFI was
developed in Sweden by our core team of developers. It is a powerful software
solution that looks at the flow of packets in both directions (which may be
occurring on different network paths) to determine information on application
type and user(s). A key differentiation of our solution is that it provides
significantly more accurate identification than simpler DPI approaches used by
our competitors.  We believe our DFI technology to be substantially
better at detecting applications and users, which is critical to maintaining
network efficiency. Of importance, PacketLogicTM can be utilized across both
fixed and wireless networks.  This capability can play an important
role today’s converged networks where applications are expected to be delivered
ubiquitously across limited bandwidth environments.




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5 -




Markets





Procera’s
principal market consists of the commercial broadband service providers, such
as: ISP's, telephone companies, wireless ISP(WiSP's), FTTx
(Fiber-to-the-Home, Fiber-to-the-Premise), and cable
companies.  Additionally, Procera’s market includes a class of
customer that must manage their own network such as higher education,
hospitality and enterprise.





Products




PacketLogicTM is
a modular, traffic management software system that consists of five individual
modules. The base module, which is required in all systems, is the Surveillance module. The other
four software modules provide tools for Filtering, Traffic Shaping,
FlowStatistics and Web Statistics. When combined
with our portfolio of PacketLogicTM hardware platforms, our solution delivers a
unique, real-time, scalable network traffic management tool.




The Surveillance Module: The
PacketLogicTM Surveillance module provides network operators a detailed,
real-time view of all traffic flowing through their IP network. This
comprehensive view of the network allows them to accurately monitor and conduct
analysis of traffic patterns to ensure the highest-quality user experience and
optimal utilization of bandwidth resources. The module tracks all inbound and
outbound connections, identified by local hosts (IP addresses) or application
protocols (services). The module also identifies and tracks in real-time all
service properties and connection details, allowing administrators to pinpoint
bandwidth usage down to individual users or hosts, as well as what that
bandwidth is being used for. The connection-tracking capabilities of the
PacketLogicTM network stack enable Deep Flow Inspection, in which packets are
placed into context. The flows – or connections – are also passed through our
traffic identification component, Datastream Recognition Definition Language
(DRDL), which is able to determine the application or protocol responsible for
generating the traffic, and also to extract Layer 7 properties such as URL, SIP
caller ID, or chat channel. This provides more precise information in the
Surveillance and Statistics modules, and more intuitive rule and policy setting
in the Traffic Shaping and Filtering modules.




The Traffic Shaping Module:
The PacketLogicTM Traffic Shaping module is a powerful traffic
and application management tool with unique features for large and
complex networks, and sophisticated rules configuration and editing
capabilities. Traffic Shaping can be used to limit expensive, unwanted and/or
unprioritized traffic in favor of prioritized, active, business- and
mission-critical data and value-added application traffic. Additionally, network
quality of service (QoS via DSCP settings) can be applied to network traffic.
All traffic can thus be restricted to defined limits, thereby ensuring each
traffic type has the appropriate subscribed bandwidth and user performance
expectation. The Traffic Shaping module offers the combined power and
flexibility of the connection tracking and identification of the PacketLogicTM
network stack and the Layer 7 content recognition of DRDL to define complex
policies in precise and intuitive rules. Through these rules, effective
traffic shaping in terms of limiting bits, packets, or connections per second,
concurrent connections, prioritization, and combinations of these criteria can
be applied.





Filtering Module: The
PacketLogicTM Filteringmodule provides
highly sophisticated rules configuration and editing capabilities, allowing
creation of very detailed filtering parameters. The Filtering module uses
PacketLogicTM’s Datastream Recognition Definition Language (DRDL)
to identify which application protocol (service) is generating each
connection, so operators are not limited to rules based upon port numbers.
The extracted traffic information allows detailed filtering rules to be set
on variables such as direction of traffic (inbound vs. outbound), chat channel,
user name, file name or Web URL, among others. Although it is a transparent
device, PacketLogicTM allows network operators to keep improper and malicious
traffic out of the network. The security of the PacketLogicTM device itself
is ensured by its being transparent, that is, it is not directly addressable on
the channel interfaces.





The Statistics Module: The
PacketLogicTM Statistics module provides a complete picture of network
traffic in real-time as well as in historical perspective. The Statistics module
relies upon the Surveillance module to extract detailed information from the
bidirectional traffic flows and can collect it in either a local or remote
database.  This same information can also be displayed using the
PacketLogicTM Administrator Client software. The ability to dig deeper into
traffic- and user-pattern details makes the PacketLogicTM Statistics module a
valuable tool for identifying trends and gaining a detailed understanding
of and insight into the network traffic. Using the Statistics module,
network operators can easily identify the properties of all users and
applications, in addition to their bandwidth consumption. The active user and
application traffic properties are highly detailed and granular, thus ensuring
accurate identification of abusive users and applications. The Statistics module
offers the ability to search by connection during a defined time interval – by
application protocol, destination, origin and many more criteria for each user
and each application.




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The Web Statistics Module:
The PacketLogicTM Web Statisticsmodule provides a
complete picture of network traffic in real-time or historic data via a standard
browser. The Web Statistics module relies upon the Surveillance and Statistics
modules to extract detailed information from the bidirectional traffic flows
and store it in a local or remote database.  This stored information
can then be displayed in a standard Web browser using the Web Statistics module.
The ability to dig deeper into traffic- and user-pattern details makes the
PacketLogicTM Web Statistics module a valuable tool for identifying trends and
gaining a detailed understanding of and insight into the network
traffic.  Using the Web Statistics module, network operators can
easily identify the properties of all active users and applications, in addition
to their bandwidth consumption. The network operator is also able to provide
each user with Web access to their own statistics – and only their own – using
the capabilities in the Web Statistics module. The active user and application
traffic properties are highly detailed and granular, thus ensuring accurate
identification of abusive users and applications. The Web Statistics module
offers the ability to search by connection during a defined time interval – by
application protocol, destination, origin and many more criteria for each user
and each application.





Competition





We
believe that our primary competitors selling to ISPs include:
 ·
              Allot;
 ·
              Sandvine;
 ·
              Cisco/P-cube;
      and
 ·
              Ellocoya
      (recently acquired by Arbor).
 
 In the
college and university arena, Procera’s primary competitors
include:
 ·
              Packeteer;
      and
 ·
              Allot.


We also
face competition from other platforms such as switch/router, router, SBC, VOIP
switch vendors that integrate a DPI solution into their products. These vendors
include many larger better capitalized companies such as Juniper, Ericsson,
Foundry and other such scale vendors.





While all
of our competitors are larger than Procera, we do not believe there is an
entrenched dominant supplier in our market.  Based on belief in our
superior technology, we see an opportunity for us to capture meaningful market
share and participate in the strong growth forecasts for the DPI market. Given
the lack of an established leader and the potentially huge growth in market size
over the coming few years, we expect competition to intensify.





Customers





We had
over 400 distinct customers worldwide on December 31, 2007.  Our
customers are located primarily in Europe, North America, Australia and
Asia.  All of our customers own or manage a broadband network with
subscribers rates that vary from a few thousand to hundreds of
thousands.





Sales
and Distribution





We use a
combination of direct sales and channel partners to sell our products and
services.  We also engage a worldwide network of value added resellers
to penetrate particular geographic regions and market segments.  The
direct and indirect sales mix varies by geography and target
industry.





Research
and Development





Substantially
all our research and development is performed by Procera employees in
Sweden.  Our research and development staff consists of a core team of
accomplished developers.  We are currently selling our eleventh
version of our PacketLogicTM software suite.





Intellectual
Property




We rely
primarily on trade secrets surrounding our proprietary software.  To
help ensure trade secret protection, we include proprietary information and
confidentiality provisions in our agreements with third parties and employees
alike.  We have also filed patent applications having claims that, if
approved, may cover a combination of design and process features that could
provide protection to our future network management solutions. We also own or
have applied for trademark protection in the countries in which we are doing
business.




-
7 -




Global
Services





Our
Global Services team provides both pre- and post-sales support to our direct
field sales organization and customers.  Customers also have access to
the technical support team via a web-based partner portal, email and interactive
chat forum.  Global Services employees also provide classroom and
on-site training.  Finally, the Global Services team acts as a conduit
to the development team for technical issues and new features.





Manufacturing





We design
the hardware portion of our products, but outsource the manufacturing. The
product specifications ensure that products do not contain any proprietary or
sole sourced components.  In addition, we specify that all hardware
designs conform to industry recognized standards which ensures continuity of
supply, low cost and the ability to take advantage of semiconductor industry
advances.  We bring the completed hardware in house, load our
proprietary software and perform extensive testing before shipping to our
customers our fully-integrated solution.





Corporate
History





Procera
was founded in May 2002, and in October 2003, merged with Zowcom, Inc, a
publicly-traded Nevada corporation.  The merged company initially
traded under the symbol OTCBB:PRNW.  Procera and the shareholders of
Netintact AB, a Swedish corporation, entered into a share exchange agreement
effective August 18, 2006, making Netintact a wholly owned subsidiary of
Procera.  On September 29, 2006, we acquired 100% ownership of
Netintact PTY, an Australian company.  Netintact, AB developed
PacketLogicTM and sold this product family to over 200 customers by the time of
Netintact’s acquisition by us.  Our common stock was listed on the
American Stock Exchange in September 2007 under the symbol PKT.





Employees





As of
December 31, 2007, we had 60 employees of which 56 were full time employees and
4 were independent contractors.





Available
information




Our
annual reports on Form 10-K, our quarterly reports on Form 10-Q and
our current reports on Form 8-K, and all amendments to those reports, filed
or furnished pursuant to Section 13(a) of 15(d) of the Securities Exchange Act
of 1934, are available free of charge on our website at www.proceranetworks.com
as soon as reasonably practicable after we file such reports with the Securities
and Exchange Commission (the “SEC”).





The SEC
also maintains a website containing reports, proxy and information statements,
annual filings and other relevant information available free of charge to the
public at www.sec.gov.




Item 1A.
            Risk
      Factors


You should carefully consider the
risks described below, together with all of the other information included in
this report, in considering our business and prospects. The risks and
uncertainties described below contain forward-looking statements, and our actual
results may differ materially from those discussed here. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial
also may impair our business operations. Each of these risk factors could
adversely affect our business, operating results and financial condition, as
well as adversely affect the value of an investment in our common
stock.





WE
HAVE A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR POTENTIAL FOR FUTURE
SUCCESS.





We
completed the merger of Netintact on August 18, 2006 and Netintact PTY on
September 29, 2006.  The products we sell are exclusively from the
Netintact.  While we have the experience of Netintact operations on a
stand alone basis, we have had limited operating history on a combined basis
upon which we can evaluate our business and prospects.  We have yet to
develop sufficient experience regarding actual revenues to be achieved from our
combined operations.





We have
only recently launched many of the products and services on a worldwide
basis.  Therefore, investors should consider the risks and
uncertainties frequently encountered by companies in new and rapidly evolving
markets.  If we are unsuccessful in addressing these risks and
uncertainties, our business, results of operations and financial condition could
be materially and adversely affected.




-
8 -




WE
EXPECT LOSSES FOR THE FORESEEABLE FUTURE.





For the
fiscal years ending December 31, 2007, December 31, 2006 and January 1, 2006 we
had losses from operations of $13.6 million, $7.7 million and $6.7 million,
respectively.  We will continue to incur losses from operations for
the foreseeable future.  These losses will result primarily from costs
related to investment in sales and marketing, product development and
administrative expenses.  Our management believes these expenditures
are necessary to build and maintain hardware and software technology and to
further penetrate the markets for our products.  If our revenue growth
is slower than anticipated or our operating expenses exceed expectations, our
losses will be greater.  We may never achieve
profitability.





WE
EXPECT TO NEED TO RAISE FURTHER CAPITAL.





Based on
current reserves and anticipated cash flow from operations, our working capital
may not be sufficient to meet the needs of our business through the end of
2008.  However a number of factors including lower than anticipated
revenues, higher than expected cost of goods sold or expenses, or the inability
of our customers to pay for the goods and services ordered may negatively impact
our expectations.  As a result, we anticipate raising additional
capital and/or obtain debt financing during 2008.  If additional funds
are raised through the issuance of equity or convertible debt securities, the
percentage ownership of our stockholders will be reduced, stockholders may
experience additional dilution and such securities may have rights, preferences
and privileges senior to those of our common stock.  There can be no
assurance that additional financing will be available on terms favorable to us
or at all.  If adequate funds are not available on acceptable terms,
we may not be able to fund expansion, take advantage of unanticipated growth or
acquisition opportunities, develop or enhance services or products or respond to
competitive pressures.  In addition, we may be required to cancel
product development programs and/or lay-off employees.  Such inability
to raise additional financing could have a material adverse effect on our
business, results of operations and financial condition.





HOLDERS
OF OUR COMMON STOCK MAY BE DILUTED IN THE FUTURE.





Our
stockholders have authorized us to issue up to 130,000,000 shares of common
stock and 15,000,000 shares of preferred stock and to the extent of such
authorization, our Board of Directors will have the ability, without seeking
stockholder approval, to issue additional shares of common stock and/or
preferred stock in the future for such consideration as our Board of Directors
may consider sufficient.  The issuance of additional common stock
and/or preferred stock in the future will reduce the proportionate ownership and
voting power of our common stock held by existing stockholders.  At
December 31, 2007 there were 76,069,233, shares of common stock outstanding,
warrants to purchase 7,714,407 shares of common stock, stock options to purchase
6,675,163 shares of common stock.  In addition, there are ungranted
stock options to purchase 714,357 shares of common stock pursuant to our stock
option plans, and 300,000 shares committed but not yet issued for services
rendered.





On July
16, 2007, the company issued 3,999,750 restricted common shares to investors who
participated in a private placement sale of stock and warrants to purchase
199,988 shares of restricted common stock were issued as compensation to
placement agents.





On July
26, 2007, 247,500 restricted common shares were issued for investor relations
services to be performed from June 1, 2007 through August 31,
2008.  Any future issuances of our common stock would dilute the
relative ownership interest of our current stockholders, and could cause the
trading price of our common stock to decline.





-
9 -




COMPETITION
FOR EXPERIENCED PERSONNEL IS INTENSE AND OUR INABILITY TO ATTRACT AND RETAIN
QUALIFIED PERSONNEL COULD SIGNIFICANTLY INTERRUPT OUR BUSINESS
OPERATIONS.





Our
future success will depend, to a significant extent, on the ability of our
management to operate effectively, both individually and as a
group.  We are dependent on our ability to attract, retain and
motivate high caliber key personnel.  We plan to expand in all areas
and will require experienced personnel to augment our current
staff.  We expect to be recruiting experienced professionals in such
areas as software and hardware development, sales, technical support, product
marketing and management.  We currently plan to expand our indirect
channel partner program and we need to attract qualified business partners to
broaden these sales channels.  Economic conditions may result in
significant competition for qualified personnel and we may not be successful in
attracting and retaining such personnel.  Our business will suffer if
it encounters delays in hiring these additional personnel.




Our
performance is substantially dependent on the continued services and on the
performance of our executive officers and other key employees.  The
loss of the services of any of our executive officers or other key employees
could materially and adversely affect our business.  We believe we
will need to attract, retain and motivate talented management and other highly
skilled employees to be successful.  We may be unable to retain our
key employees or attract, assimilate and retain other highly qualified employees
in the future.  Competitors and others have in the past, and may in
the future, attempt to recruit our employees.  We currently do not
have key person insurance in place.  If we lose one of the key
officers, we must attract, hire, and retain an equally competent person to take
their place.  There is no assurance that we would be able to find such
an employee in a timely fashion.  If we fail to recruit an equally
qualified replacement or incur a significant delay, our business plans may slow
down or stop.  We could fail to implement our strategy or lose sales
and marketing and development momentum.  We have recently announced
our plans to reorganize our sales and marketing efforts.  These plans
included a significant reduction in force in these areas and the announcement of
two senior sales management personnel.  There can be no assurance that
these personnel additions or our reorganization efforts will have the positive
effect on our business operations as planned by management





WE
MAY BE UNABLE TO COMPETE EFFECTIVELY WITH OTHER COMPANIES IN OUR MARKET SECTOR
WHO ARE SUBSTANTIALLY LARGER AND MORE ESTABLISHED AND HAVE SIGNIFICANTLY GREATER
RESOURCES.





We
compete in a rapidly evolving and highly competitive sector of the networking
technology market.  We expect competition to persist and intensify in
the future from a number of different sources.  Increased competition
could result in reduced prices and gross margins for our products and could
require increased spending by us on research and development, sales and
marketing and customer support, any of which could have a negative financial
impact on our business.  We compete with Cisco Systems/P-Cube, Allot,
Ellocoya, and Sandvine, as well as other companies which sell products
incorporating competing technologies.  In addition, our products and
technology compete for information technology budget allocations with products
that offer monitoring capabilities, such as probes and related
software.  Lastly, we face indirect competition from companies that
offer service providers increased bandwidth and infrastructure upgrades that
increase the capacity of their networks, which may lessen or delay the need for
bandwidth management solutions.





Some of
our competitors are substantially larger than we are and have significantly
greater financial, sales and marketing, technical, manufacturing and other
resources and more established distribution channels.  These
competitors may be able to respond more rapidly to new or emerging technologies
and changes in customer requirements or devote greater resources to the
development, promotion and sale of their products than we can.  We
have encountered, and expect to encounter, customers who are extremely confident
in and committed to the product offerings of our
competitors.  Furthermore, some of our competitors may make strategic
acquisitions or establish cooperative relationships among themselves or with
third parties to increase their ability to rapidly gain market share by
addressing the needs of our prospective customers.  These competitors
may enter our existing or future markets with solutions that may be less
expensive, provide higher performance or additional features or be introduced
earlier than our solutions. Given the market opportunity in the bandwidth
management solutions market, we also expect that other companies may enter our
market with alternative products and technologies, which could reduce the sales
or market acceptance of our products and services, perpetuate intense price
competition or make our products obsolete.  If any technology that is
competing with ours is or becomes more reliable, higher performing, less
expensive or has other advantages over our technology, then the demand for our
products and services would decrease, which would harm our
business.





OUR
PACKETLOGIC FAMILY OF PRODUCTS IS CURRENTLY OUR ONLY SUITE OF PRODUCTS, AND ALL
OF OUR CURRENT REVENUES AND A SIGNIFICANT PORTION OF OUR FUTURE GROWTH DEPENDS
ON ITS COMMERCIAL SUCCESS.





All of
our current revenues and a significant portion of our future growth depend on
the commercial success of our PacketLogic family of products.  If
customers do not widely adopt, purchase and successfully deploy our PacketLogic
products, our revenues will not grow, and our business will be harmed
significantly.




-
10 -




THE
NETWORK EQUIPMENT MARKET IS SUBJECT TO RAPID TECHNOLOGICAL PROGRESS AND TO
COMPETE WE MUST CONTINUALLY INTRODUCE NEW PRODUCTS THAT ACHIEVE BROAD MARKET
ACCEPTANCE.





The
network equipment market is characterized by rapid technological progress,
frequent new product introductions, changes in customer requirements and
evolving industry standards.  If we do not regularly introduce new
products in this dynamic environment, our product lines will become
obsolete.  Developments in routers and routing software could also
significantly reduce demand for our products.  Alternative
technologies could achieve widespread market acceptance and displace the
technology on which we have based our product architecture.  We cannot
assure you that our technological approach will achieve broad market acceptance
or that other technology or devices will not supplant our products and
technology.





IF
THE BANDWIDTH MANAGEMENT SOLUTIONS MARKET FAILS TO GROW, OUR BUSINESS WILL BE
ADVERSELY AFFECTED.





The
market for bandwidth management solutions is in an early stage of development
and our success is not guaranteed.  Therefore, we cannot accurately
predict the future size of the market, the products needed to address the
market, the optimal distribution strategy, or the competitive environment that
will develop.  In order for us to be successful, our potential
customers must recognize the value of more sophisticated bandwidth management
solutions, decide to invest in the management of their networks and the
performance of important business software applications and, in particular,
adopt our bandwidth management solutions.  The growth of the bandwidth
management solutions market also depends upon a number of factors, including the
availability of inexpensive bandwidth, especially in international markets, and
the growth of wide area networks.  The failure of the market to
rapidly grow would adversely affect our sales and sales prospects leading to
sustained financial losses.




FUTURE
FINANCIAL PERFORMANCE WILL DEPEND ON THE INTRODUCTION AND ACCEPTANCE OF NEW
PRODUCTS.





We
believe our current products address the needs of small to medium sized service
providers.  Our future financial performance will also depend on the
successful development, introduction and market acceptance of new and enhanced
products that address additional market requirements in a timely and
cost-effective manner. In the past, we have experienced delays in product
development and such delays may occur in the future.





When we
announce new products or product enhancements that have the potential to replace
or shorten the life cycle of our existing products, customers may defer
purchasing our existing products.  These actions could harm our
operating results by unexpectedly decreasing sales and exposing us to greater
risk of product obsolescence.




IF
WE ARE UNABLE TO EFFECTIVELY MANAGE OUR GROWTH, WE MAY EXPERIENCE OPERATING
INEFFICIENCIES AND HAVE DIFFICULTY MEETING DEMAND FOR OUR PRODUCTS.





We seek
to regulate our growth due to capital requirements.  If our customer
base and market grow rapidly, we would need to expand to meet this
demand.  This expansion could place a significant strain on our
management, products and support operations, sales and marketing personnel and
other resources, which could harm our business.





In the
future, we may experience difficulties meeting the demand for our products and
services.  The installation and use of our products requires
training.  If we are unable to provide training and support for our
products, the implementation process will be longer and customer satisfaction
may be lower.  In addition, our management team may not be able to
achieve the rapid execution necessary to fully exploit the market for our
products and services.  We cannot assure you that our systems,
procedures or controls will be adequate to support the anticipated growth in our
operations.  The failure to meet the challenges presented by rapid
customer and market expansion would cause us to miss sales opportunities and
otherwise have a negative impact on our sales and profitability.





We may
not be able to install management information and control systems in an
efficient and timely manner, and our current or planned personnel, systems,
procedures and controls may not be adequate to support our future
operations.





WE
HAVE LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY AND DEFEND AGAINST
CLAIMS WHICH MAY ADVERSELY AFFECT OUR ABILITY TO COMPETE.





For our
primary line of PacketLogic products, we rely on trade secret law, contractual
rights and trademark law to protect our intellectual property rights and for the
intellectual property we developed prior to the acquisition of Netintact, we
rely on a combination of copyright, trademark and trade secret laws and
restrictions on disclosure to protect our intellectual property
rights.  We cannot assure you that the actions we have taken will
adequately protect our intellectual property rights or that other parties will
not independently develop similar or competing products that do not infringe on
our patents.  We enter into confidentiality or license agreements with
our employees, consultants and corporate partners, and control access to and
distribution of the software, documentation and other proprietary
information.  Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy or otherwise misappropriate or use our
products or technology.





-
11 -




In an
effort to protect our unpatented proprietary technology, processes and know-how,
we require our employees, consultants, collaborators and advisors to execute
confidentiality agreements.  These agreements, however, may not
provide us with adequate protection against improper use or disclosure of
confidential information.  These agreements may be breached, and we
may not become aware of, or have adequate remedies in the event of, any such
breach.  In addition, in some situations, these agreements may
conflict with, or be subject to, the rights of third parties with whom our
employees, consultants, collaborators or advisors have previous employment or
consulting relationships.  Also, others may independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to our trade secrets.





Our
industry is characterized by the existence of a large number of patents and
frequent claims and related litigation regarding patent and other intellectual
property rights.  If we are found to infringe the proprietary rights
of others, or if we otherwise settle such claims, we could be compelled to pay
damages or royalties and either obtain a license to those intellectual property
rights or alter our products so that they no longer infringe upon such
proprietary rights.  Any license could be very expensive to obtain or
may not be available at all.  Similarly, changing our products or
processes to avoid infringing the rights of others may be costly or
impractical.  Litigation resulting from claims that we are infringing
the proprietary rights of others could result in substantial costs and a
diversion of resources, and could have a material adverse effect on our
business, financial condition and results of operations.





WE
EXPECT OUR PRODUCTION VOLUME TO INCREASE, CAUSING DEPENDENCE ON CONTRACT
MANUFACTURERS WHICH COULD HARM OUR OPERATING RESULTS.





If the
demand for our products grows, we will need to increase our capacity for
material purchases, production, test and quality control
functions.  Any disruptions in product flow could limit our revenue
growth and adversely affect our competitive position and reputation, and result
in additional costs or cancellation of orders under agreements with our
customers.





If we
rely on independent contractors to manufacture our products, we will be reliant
on their performance to meet business demand.  We may experience
delays in product shipments from contract manufacturers.  Contract
manufacturer performance problems may arise in the future, such as inferior
quality, insufficient quantity of products, or the interruption or
discontinuance of operations of a manufacturer, any of which could have a
material adverse effect on our business and operating results.





We do not
know whether we will effectively manage our contract manufacturers or that these
manufacturers will meet our future requirements for timely delivery of products
of sufficient quality and quantity.  We also intend to regularly
introduce new products and product enhancements, which will require that we
rapidly achieve volume production by coordinating our efforts with those of our
suppliers and contract manufacturers.  The inability of our contract
manufacturers to provide us with adequate supplies of high-quality products or a
reduction in the general capacity of the contract manufacturing industry may
cause a delay in our ability to fulfill orders and may have a material adverse
effect on our business, operating results and financial condition.





As part
of our cost-reduction efforts, we will need to realize lower per unit product
costs from our contract manufacturers by means of volume efficiencies and the
utilization of manufacturing sites in lower-cost
geographies.  However, we cannot be certain when or if such price
reductions will occur.  The failure to obtain such price reductions
would adversely affect our gross margins and operating results.





IF
OUR PRODUCTS CONTAIN UNDETECTED SOFTWARE OR HARDWARE ERRORS, WE COULD INCUR
SIGNIFICANT UNEXPECTED EXPENSES AND LOSE SALES.





Network
products frequently contain undetected software or hardware errors when new
products or new versions or updates of existing products are first released to
the marketplace.  In the past, we have experienced such errors in
connection with new products and product upgrades.  We expect that
such errors or component failures will be found from time to time in the future
in new or existing products, including the components incorporated therein,
after the commencement of commercial shipments.  These problems may
have a material adverse effect on our business by causing us to incur
significant warranty and repair costs, diverting the attention of our
engineering personnel from new product development efforts, delaying the
recognition of revenue and causing significant customer relations
problems.  Further, if our product is not accepted by customers due to
defects, and such returns exceed the amount we accrued for defect returns based
on our historical experience, our operating results would be adversely
affected.





-
12 -




Our
products must successfully interface with products from other
vendors.  As a result, when problems occur in a computer or
communications network, it may be difficult to identify the sources of these
problems.  The occurrence of hardware and software errors, whether or
not caused by our products, could result in the delay or loss of market
acceptance of our products and any necessary revisions may cause us to incur
significant expenses.  The occurrence of any such problems would
likely have a material adverse effect on our business, operating results and
financial condition.





WE
EXPECT THE AVERAGE SELLING PRICES OF OUR PRODUCTS TO DECREASE, WHICH MAY REDUCE
GROSS MARGIN OR REVENUE.





The
network equipment industry has traditionally experienced a rapid erosion of
average selling prices due to a number of factors, including competitive pricing
pressures, promotional pricing, technological progress and a slowdown in the
economy that has resulted in excess inventory and lower prices as companies
attempt to liquidate this inventory.  We anticipate that the average
selling prices of our products will decrease in the future in response to
competitive pricing pressures, excess inventories, increased sales discounts and
new product introductions by us or our competitors.  We may experience
substantial decreases in future operating results due to the erosion of our
average selling prices.





SOME
OF OUR CUSTOMERS MAY NOT HAVE THE RESOURCES TO PAY FOR OUR
PRODUCTS.





Some of
our customers may experience serious cash flow problems and, as a result, find
it increasingly difficult to finance their operations.  If some of
these customers are not successful in generating sufficient revenue or securing
alternate financing arrangements, they may not be able to pay, or may delay
payment for, the amounts that they owe us.  Furthermore, they may not
order as many products from us as forecast, or cancel orders
entirely.  The inability of some of our potential customers to pay us
for our products may adversely affect our cash flow, the timing of our revenue
recognition and the amount of revenue, which may cause our stock price to
decline.





OUR OPERATING RESULTS COULD BE
ADVERSELY AFFECTED BY PRODUCT SALES OCCURRING OUTSIDE THE UNITED STATES AND
FLUCTUATIONS IN THE VALUE OF THE UNITED STATES DOLLAR AGAINST FOREIGN
CURRENCIES.




A
significant percentage of PacketLogic sales are generated outside of the United
States. PacketLogic sales and operating expenses denominated in foreign
currencies could affect our operating results as foreign currency exchange rates
fluctuate. Changes in exchange rates between these foreign currencies and the
U.S. Dollar will affect the recorded levels of our assets and liabilities as
foreign assets and liabilities are translated into U.S. Dollars for presentation
in our financial statements, as well as our net sales, cost of goods sold, and
operating margins. The primary foreign currencies in which we have exchange rate
fluctuation exposure are the European Union Euro, the Swedish Krona and the
Australian Dollar. As we expand, we could be exposed to exchange rate
fluctuation in other currencies. Exchange rates between these currencies and
U.S. Dollars have fluctuated significantly in recent years and may do so in the
future. Hedging foreign currencies can be difficult, especially if the currency
is not freely traded. We cannot predict the impact of future exchange rate
fluctuations on our operating results. We currently do not hedge any foreign
currencies





LEGISLATIVE
ACTIONS, HIGHER INSURANCE COSTS AND NEW ACCOUNTING PRONOUNCEMENTS ARE LIKELY TO
IMPACT OUR FUTURE FINANCIAL POSITION AND RESULTS OF OPERATIONS.





Recent
regulatory changes, including the Sarbanes-Oxley Act of 2002, and future
accounting pronouncements and regulatory changes have and will continue to have
an impact on our future financial position and results of
operations.  These changes and proposed legislative initiatives are
likely to affect our general and administrative costs.  In addition,
insurance costs, including health and workers' compensation insurance premiums,
have been increasing on a historical basis and are likely to continue to
increase in the future.  Recent and future pronouncements associated
with expensing executive compensation and employee stock option may also impact
operating results.  These and other potential changes could materially
increase the expenses we report under generally accepted accounting principles,
and adversely affect our operating results.








OUR
PRODUCTS MUST COMPLY WITH EVOLVING INDUSTRY STANDARDS AND COMPLEX GOVERNMENT
REGULATIONS OR ELSE OUR PRODUCTS MAY NOT BE WIDELY ACCEPTED, WHICH MAY PREVENT
US FROM GROWING OUR NET REVENUE OR ACHIEVING PROFITABILITY.




-
13 -




The
market for network equipment products is characterized by the need to support
new standards as different standards emerge, evolve and achieve
acceptance.  We will not be competitive unless we continually
introduce new products and product enhancements that meet these emerging
standards.  In the past, we have introduced new products that were not
compatible with certain technological standards, and in the future we may not be
able to effectively address the compatibility and interoperability issues that
arise as a result of technological changes and evolving industry
standards.  Our products must comply with various United States
federal government requirements and regulations and standards defined by
agencies such as the Federal Communications Commission, in addition to standards
established by governmental authorities in various foreign countries and
recommendations of the International Telecommunication Union.  Some of
our product offerings are used to support compliance of our customers with
CALEA.  Accordingly we must comply with the changing requirements of
CALEA.  If we do not comply with existing or evolving industry
standards or if we fail to obtain timely domestic or foreign regulatory
approvals or certificates we will not be able to sell our products where these
standards or regulations apply, which may prevent us from sustaining our net
revenue or achieving profitability.





FAILURE
TO SUCCESSFULLY EXPAND OUR SALES AND SUPPORT TEAMS OR EDUCATE THEM ABOUT
TECHNOLOGIES AND OUR PRODUCT FAMILIES MAY HARM OUR OPERATING
RESULTS.





The sale
of our products and services requires a concerted effort that is frequently
targeted at several levels within a prospective customer's
organization.  We may not be able to increase net revenue unless we
expand our sales and support teams in order to address all of the customer
requirements necessary to sell our products.





We cannot
assure you that we will be able to successfully integrate our employees into the
company or to educate current and future employees in regard to rapidly evolving
technologies and our product families.  Failure to do so may hurt our
revenue growth and operating results.





WE
MUST CONTINUE TO DEVELOP AND INCREASE THE PRODUCTIVITY OF OUR INDIRECT
DISTRIBUTION CHANNELS TO INCREASE NET REVENUE AND IMPROVE OUR OPERATING
RESULTS.





Our
distribution strategy focuses primarily on developing and increasing the
productivity of our indirect distribution channels through resellers and
distributors.  If we fail to develop and cultivate relationships with
significant resellers, or if these resellers are not successful in their sales
efforts, sales of our products may decrease and our operating results could
suffer.  Many of our resellers also sell products from other vendors
that compete with our products.  We cannot assure you that we will be
able to enter into additional reseller and/or distribution agreements or that we
will be able to successfully manage our product sales channels.  Our
failure to do any of these could limit our ability to grow or sustain
revenue.  In addition, our operating results will likely fluctuate
significantly depending on the timing and amount of orders from our
resellers.  We cannot assure you that our resellers and/or
distributors will continue to market or sell our products effectively or
continue to devote the resources necessary to provide us with effective sales,
marketing and technical support. Such failure would negatively affect revenue
and profitability.





OUR HEADQUARTERS ARE LOCATED IN
NORTHERN CALIFORNIA WHERE DISASTERS MAY OCCUR THAT COULD DISRUPT OUR OPERATIONS
AND HARM OUR BUSINESS.





Our
corporate headquarters are located in Silicon Valley in Northern
California.  Historically, this region has been vulnerable to natural
disasters and other risks, such as earthquakes, which at times have disrupted
the local economy and posed physical risks to us and our manufacturers'
property.  In addition, terrorist acts or acts of war targeted at the
United States, and specifically Silicon Valley, could cause damage or disruption
to us, our employees, facilities, partners, suppliers, distributors and
resellers, and customers, which could have a material adverse effect on our
operations and financial results.  We currently have significant
redundant, capacity in Sweden in the event of a natural disaster or catastrophic
event in Silicon Valley.  In the event of such an occurrence, our
business could nonetheless suffer.  The operations in Sweden are
subject to disruption by extreme winter weather.





ACQUISITIONS
MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR BUSINESS.





We may
acquire or make investments in complementary businesses, products, services or
technologies on an opportunistic basis when we believe they will assist us in
carrying out our business strategy.  Growth through acquisitions has
been a successful strategy used by other network control and management
technology companies.  In 2006, we completed mergers with the
Netintact entities.  These and any future acquisitions could distract
our management and employees and increase our expenses.  Furthermore,
Procera had to issue equity securities to pay for these acquisitions which had a
dilutive effect on its existing stockholders and it may have to incur debt or
issue equity securities to pay for any future acquisitions, the issuance of
which could be dilutive to Procera’s existing stockholders.





-
14 -




ANTI-TAKEOVER
PROVISIONS AND OUR RIGHT TO ISSUE PREFERRED STOCK COULD MAKE A THIRD-PARTY
ACQUISITION OF PROCERA DIFFICULT.





We are a
Nevada corporation.  Anti-takeover provisions of Nevada law and our
charter documents could make it more difficult for a third party to acquire
control of us, even if such change in control would be beneficial to
stockholders.  Our articles of incorporation provide that our Board of
Directors may issue preferred stock without stockholder approval.  The
issuance of preferred stock could make it more difficult for a third party to
acquire us.  All of the foregoing could adversely affect prevailing
market prices for our common stock.





OUR
COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE.





The
market price of our common stock is likely to be highly volatile as is the stock
market in general, and the market for small cap and micro cap technology
companies in particular, has been highly volatile.  Investors may not
be able to resell their shares of our common stock following periods of
volatility because of the market's adverse reaction to volatility.  We
cannot assure you that our stock will trade at the same levels of other stocks
in our industry or that industry stocks, in general, will sustain their current
market prices.  Factors that could cause such volatility may include,
among other things:




-         actual
or anticipated fluctuations in our quarterly operating results;


-         announcements
of technological innovations;


-         changes
in financial estimates by securities analysts;


-         conditions
or trends in the network control and management industry;


-         changes
in the market valuations of other such industry related companies;
and


-         the
acceptance of market makers and institutional investors of our
stock.





OUR
COMMON STOCK IS CONSIDERED "A PENNY STOCK" AND MAY BE DIFFICULT TO
SELL.




The SEC
has adopted regulations which generally define "penny stock" to be an equity
security that has a market price of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to specific
exemptions.  As the market price of our common stock has been less
than $5.00 per share during this quarter, our common stock is considered a
"penny stock" according to SEC rules.  This designation requires any
broker or dealer selling these securities to disclose certain information
concerning the transaction, obtain a written agreement from the purchaser and
determine that the purchaser is reasonably suitable to purchase the
securities.  These rules may restrict the ability of brokers or
dealers to sell our common stock and may affect the ability of investors to sell
their shares.





SHARES
ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT OUR
STOCK PRICE.





Sales of
substantial amounts of common stock, including shares issued upon the exercise
of outstanding options and warrants, under Rule 144 of the Securities Act of
1933, as amended, or otherwise could adversely affect the prevailing market
price of our common stock and could impair our ability to raise capital at that
time through the sale of our securities.





Sales of
a substantial number of shares of common stock after the date of this report
could adversely affect the market price of our common stock and could impair our
ability to raise capital through the sale of additional equity
securities.  As of December 31, 2007, we had 76,069,233 shares of
common stock outstanding.




Item 1B.
            Unresolved
      Staff Comments





We have
no unresolved SEC staff comments.




-
15 -




Item 2.
            Properties


Our
headquarters are located in Los Gatos, California, 95032 where we conduct
our corporate administration, worldwide production and product testing, hardware
development and selling, general and administrative functions for the
Americas.  We have a 73-month lease for that property starting from
June 1, 2005 and the monthly rent ranges from $12,949 per month for the first
year to $19,424 during the last year.  The Swedish headquarters of
Netintact is located in Varberg, Sweden where we conduct our worldwide
software development and selling, general and administration for the EMEA
region.  We have a 36 month lease for that property starting from May
31, 2005 and the rent is $5,612 per month for 331 square meters. The Swedish
headquarters is moving to its new facility in Varberg in April
2008.  The lease will be for 60 months and the rent is $12,230 per
month for 689 square meters. Netintact PTY leases 55 square meters located
in Melbourne VIC 3004, Australia where we conduct our selling, general and
administration activities for the Asia Pacific region.  This lease is
for 12 months starting July 1, 2007 with a monthly payment of
$1,592.


We
believe that our facilities are adequate for our needs and that additional
suitable space will be available on acceptable terms as
required.





Item 3.
            Legal
      Proceedings


None





Item 4.
            Submission
      of Matters to a Vote of Security
  Holders




There
were no matters submitted to a vote of securities holders during our fiscal
quarter ended December 31, 2007.




-
16 -





PART II




Item 5.
            Market for
      Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity
Securities







Our
common stock was quoted on the OTC Bulletin Board under the symbol "PRNW" until
September 18, 2007 and, as of September 19, 2007 it listed on the American Stock
Exchange under the symbol “PKT”.  Our common stock has been traded on
the OTC Bulletin Board since June 24, 2003.  Prior to that date, our
common stock was not actively traded in the public market.  For the
periods indicated, the following table sets forth the high and low bid prices
per share of common stock as stated in the Over the Counter Bulletin Board or
the American Stock Exchange.  These prices represent inter-dealer
quotations without retail markup, markdown, or commission and may not
necessarily represent actual transactions.





Common
    Stock2007
            
            
            2006High
            
            
            Low
            
            
            High
            
            
            LowFirst
      Quarter
            
            $
            3.03
            
            
            $
            1.80
            
            
            $
            0.88
            
            
            $
            0.47Second
      Quarter
            
            
            3.40
            
            
            
            2.27
            
            
            
            0.75
            
            
            
            0.46Third
      Quarter
            
            
            3.24
            
            
            
            2.56
            
            
            
            0.85
            
            
            
            0.43Fourth
      Quarter
            
            
            2.97
            
            
            
            1.05
            
            
            
            2.28
            
            
            
            0.77




On March
17, 2008, the closing price of our common stock on the AMEX was
$1.15.





Dividend
Policy





Procera
has not declared or paid any cash dividends on its common stock or other
securities and does not anticipate paying any cash dividends in the foreseeable
future.  Any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon Procera’s
financial condition, results of operations, capital requirements, and such other
factors as the Board of Directors deem relevant.





Recent Sales of Unregistered
Securities
  In
October the company issued 100,047 common shares is connection with two cashless
exercises of warrants.  In November the company issued 72,727 shares
of common stock to a placement agent in connection with our November 2006
private equity placement.  In November 2007, an employee exercised
20,825 options to purchase common shares at a price of $14,994.
 
 For these
instances, we relied on the exemption provided by Section 4(2) of the Securities
Act of 1933, as amended.  The certificates representing the securities
issued displayed a restrictive legend to prevent transfer except in compliance
with applicable laws, and our transfer agent was instructed not to permit
transfers unless directed to do so by us, after approval by our legal
counsel.


Issuer Purchases of Equity
Securities




We did
not repurchase any of our equity securities during the fiscal year ended
December 31, 2007.





Holders




There
were 172 holders of record of our common stock as of March 17,
2008.





Performance
Graph




The graph
below compares the cumulative total return to security holders of our common
shares with the comparable cumulative return of two indexes: the AMEX composite
Index and the AMEX Networking Index. The graph assumes the investment of
$100 on June 24, 2003 the day on which the sales prices of our common stock were
first quoted on the OTC Bulletin Board, and the reinvestment of all dividends
and interest. Points on the graph represent the performance as of the last
business day of each of the fiscal years indicated.


-
17 -


COMPARISON
OF CUMULATIVE TOTAL RETURN


AMONG
PROCERA NETWORKS, INC.,


AMEX COMPOSITE INDEX AND AMEX
NETWORKING INDEX





The
information under the heading “Performance Graph” shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 or
incorporated by reference in any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934.





ASSUMES
$100 INVESTED ON JUNE 24, 2003


ASSUMES
DIVIDEND REINVESTED


FISCAL
YEAR ENDING DEC. 31, 2007





PERIOD
      ENDINGCOMPANY/INDEX/MARKET
            06/2003
            12/31/2003
            12/31/2004
            12/31/2005
            12/31/2006
            12/31/2007Procera
      Networks, Inc
            100.00
            256.41
            161.54
            42.74
            187.18
            119.66AMEX
      Composite
            100.00
            122.36
            149.55
            183.41
            214.41
            251.24AMEX
      Networking
            100.00
            141.32
            140.97
            133.56
            142.83
            147.2




The
information under the heading “Performance Graph” shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 or
incorporated by reference in any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934.





Purchases of Equity Securities by the
Issuer and Affiliated Purchasers


We did
not repurchase any of our equity securities during the fiscal year ended
December 31, 2007.


Item 6.
            Selected
      Financial Data




This
section presents our selected historical financial data. You should read the
financial statements carefully and the notes thereto included in this report and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” Included in Item 7 of this Form 10-K




The
Statement of Operations data for the years ended December 31, 2007,
December 31, 2006, and January 1, 2006 and the Balance Sheet data as of
December 31, 2007 and 2006 has been derived from our audited financial
statements included elsewhere in this report. The Statement of Operations data
for the years ended January 2, 2005 and December 28, 2003 and the Balance Sheet
data as of January 1, 2006, January 2, 2005 and December 28, 2003 has been
derived from our audited financial statements that are not included in this
report. Historical results are not necessarily indicative of future results. See
the Notes to Financial Statements for an explanation of the method used to
determine the number of shares used in computing basic and diluted net loss per
share.




-
18 -




The
figures in the following table reflect rounding adjustments.
  Fiscal
      Year Ended (1)(all
      data in thousands except income (loss) per share)2007
                
                
                2006
                
                
                2005
                
                
                2004
                
                
                2003Consolidated Statement of
      Operations Data:Net
      Revenue
                
                $
                6,673
                
                
                $
                1,914
                
                
                $
                255
                
                
                $
                98
                
                
                $
                32Cost
      of Goods Sold (2)
                
                
                2,402
                
                
                
                630
                
                
                
                308
                
                
                
                161
                
                
                
                62Gross
      Profit
                
                
                4,271
                
                
                
                1,284
                
                
                
                (53
                )
                
                
                (63
                )
                
                
                (30
                )Operating
      expensesResearch
      and development (2)
                
                
                3,151
                
                
                
                3,065
                
                
                
                2,605
                
                
                
                2,157
                
                
                
                1,376Sales
      and marketing (2)
                
                
                6,837
                
                
                
                2,275
                
                
                
                1,753
                
                
                
                901
                
                
                
                341General
      and administrative (2) (3)
                
                
                7,888
                
                
                
                3,707
                
                
                
                2,339
                
                
                
                3,227
                
                
                
                1,151Total
      operating expenses
                
                
                17,876
                
                
                
                9,047
                
                
                
                6,697
                
                
                
                6,285
                
                
                
                2,868Operating
      income (loss)
                
                
                (13,606
                )
                
                
                (7,763
                )
                
                
                (6,750
                )
                
                
                (6,348
                )
                
                
                (2,898
                )Total
      other income (expense), net
                
                
                52
                
                
                
                8
                
                
                
                11
                
                
                
                (15
                )
                
                
                (344
                )Income
      (loss) before income taxes
                
                
                (13,554
                )
                
                
                (7,755
                )
                
                
                (6,739
                )
                
                
                (6,363
                )
                
                
                (3,242
                )Provision
      (benefit) for income taxes
                
                
                1,073
                
                
                
                252
                
                
                
                —
                
                
                
                —
                
                
                
                —Net
      income (loss)
                
                $
                (12,841
                )
                
                $
                (7,503
                )
                
                $
                6,739
                )
                
                $
                6,363
                )
                
                $
                (3,242
                )Net
      income (loss) per share:Basic
                
                $
                (0.17
                )
                
                $
                (0.15
                )
                
                $
                (0.22
                )
                
                $
                (0.27
                )
                
                $
                (0.30
                )Diluted
                
                $
                (0.17
                )
                
                $
                (0.15
                )
                
                $
                (0.22
                )
                
                $
                (0.27
                )
                
                $
                (0.30
                )Shares
      used in computing basic and diluted net income (loss) per
      share:
                
                
                71,422
                
                
                
                50,444
                
                
                
                30,445
                
                
                
                23,593
                
                
                
                10,700


(2)
            Includes
      stock-based compensation as
follows:




Fiscal
      Period Ending (1)(in
      thousands)
            
            2007
            
            
            2006
            
            
            2005
            
            
            2004
            
            
            2003Cost
      of goods sold
            
            $
            23
            
            
            $
            16
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —Research
      and development
            
            
            474
            
            
            
            772
            
            
            
            276
            
            
            
            2
            
            
            
            —Sales
      and marketing
            
            
            741
            
            
            
            263
            
            
            
            29
            
            
            
            76
            
            
            
            —General
      and administrative
            
            
            734
            
            
            
            118
            
            
            
            124
            
            
            
            991
            
            
            
            85Total
      stock-based compensation
            
            $
            1,972
            
            
            $
            1,169
            
            
            $
            429
            
            
            $
            1,069
            
            
            $
            85






(3)
            Includes
      amortization of intangibles as
follows:


Fiscal
      Period Ending (1)(in
      thousands)
                
                
                2007
                
                
                
                2007
                
                
                
                2005
                
                
                
                2004
                
                
                
                2003General
      and administrative
                
                $
                3,706
                
                
                $
                1,228
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —
  
 -
19 -





Fiscal
      Period Ending (1)(in
      thousands)
            
            
            2007
            
            
            
            2006
            
            
            
            2005
            
            
            
            2004
            
            
            
            2003Consolidated
      Balance Sheet DataCash
      and cash equivalents
            
            $
            5,865
            
            
            $
            5,214
            
            
            $
            1,255
            
            
            $
            4,148
            
            
            $
            1,936Working
      capital
            
            
            6,291
            
            
            
            5,571
            
            
            
            734
            
            
            
            3,983
            
            
            
            1,807Total
      assets
            
            
            16,927
            
            
            
            17,664
            
            
            
            1,698
            
            
            
            4,653
            
            
            
            2,306Deferred
      revenue
            
            
            958
            
            
            
            383
            
            
            
            7
            
            
            
            –
            
            
            
            –Accumulated
      deficit
            
            
            (37,838
            )
            
            
            (25,357
            )
            
            
            (17,853
            )
            
            
            (11,114
            )
            
            
            (4,751
            )Total
      stockholders equity
            
            $
            11,889
            
            
            $
            13,450
            
            
            $
            851
            
            
            $
            4,107
            
            
            $
            1,880




(1)
            
            We
      adopted a calendar year end for our fiscal year ending
      2006.  During the fiscal periods corresponding to 2003, 2004 and
      2005, our fiscal year ended on a 52-53 week period ending on the
      Sunday closest to December 31.









Item 7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations




The following Management’s
Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements that involve risks and uncertainties. We use
words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “predict,” “potential,” “believe,” “should” and similar expressions to
identify forward-looking statements. These statements appearing throughout our
10-K are statements regarding our intent, belief, or current expectations,
primarily regarding our operations. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this Annual
Report on Form 10-K. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including
those set forth under “Business” Item 1A “Risk Factors” and elsewhere in
this Annual Report on Form 10-K.







Overview





Headquartered
in Los Gatos, CA, Procera Networks, Inc. ("Procera"
or the "Company")
is a leading provider of bandwidth management and control products for broadband
service providers worldwide.  Procera’s products offer network
administrators unique accuracy in identifying applications running on their
network, and the ability to optimize the experience of the service provider’s
subscribers based on management of the identified traffic.





Procera’s
solutions are purpose built to provide the most advanced network
intelligence.  Procera’s Swedish development team has developed a
particularly effective variation of deep packet inspection (“DPI”) technology
based on the analysis of packet flows (“DFI”).  Indeed, Procera’s DFI
looks at the flow of packets in both directions (which may be occurring on
different network paths) to make decisions about application type, and is
believed to provide significantly more accurate identification of applications
when compared to simpler packet-based (DPI) approaches.  Application
identification is the all important starting point for a smart
network




PacketLogic
is a modular traffic management software system that consists of five modules.
The base module, which is required in all systems, is the Surveillance module. Four
other software modules are optional but offering very powerful capabilities,
include the Filtering, Traffic
Shaping, Statistics and Web Statistics. When these
modules are combined with the PacketLogic hardware platform, they deliver a very
unique, powerful and scalable network traffic management solution for broadband
service providers. Service providers can select from multiple PacketLogic
hardware platforms offering a range of configurations and
capabilities.




-
20 -




On August
18, 2006, Procera acquired the stock of Netintact AB, a Swedish
corporation.  On September 29, 2006, Procera acquired the effective
ownership of the stock of Netintact PTY, an Australian company (“Netintact
PTY”).  During the three months ended October 1, 2006, we
emerged from the development stage.
 
 As a
result of the Netintact and Netintact PTY transactions, the core products and
business of Procera have changed dramatically.  Netintact’s flagship
product and technology, PacketLogic, now forms the core of Procera’s product
offering.  The company sells its products through its direct sales
force, resellers, distributors, and system integrators in the Americas, Asia
Pacific, and Europe. PacketLogic is deployed at more than 400 broadband
service providers (“BSP’s”), telephone companies, colleges and universities
worldwide. The common stock of Procera is listed on the American Stock Exchange
under the trading symbol “PKT”.
  Critical Accounting
Policies
  Our
discussion and analysis of our financial condition and results of operations are
based upon financial statements which have been prepared in accordance with
generally accepted accounting principles in the United States.  The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenue and
expenses and related disclosure of contingent assets and
liabilities.  On an ongoing basis, we evaluate these
estimates.  We base our estimates on historical experience and on
assumptions that are believed to be reasonable.  These estimates and
assumptions provide a basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other
sources.  Actual results may differ from these estimates under
different assumptions or conditions, and these differences may be
material.  Our significant accounting policies are summarized in Note
2 to our audited financial statements for the year ended December 31, 2007
included elsewhere in this prospectus.
 
 In
accordance with SEC guidance, those material accounting policies that we believe
are the most critical to an investor’s understanding of our financial results
and condition are discussed below.
   Revenue
Recognition.
  Our
most common sale involves the integration of our software and a hardware
appliance.  The software is essential to the functionality of the
product.  We account for this revenue in accordance with Statement of
Position, or SOP, 97-2, Software Revenue Recognition,
as amended by SOP 98-9, Modification of SOP 97-2,
Software Revenue Recognition, With Respect to Certain Transactions, for
all transactions involving software. We recognize product revenue when all of
the following have occurred: (1) we have entered into a legally binding
arrangement with a customer resulting in the existence of persuasive evidence of
an arrangement; (2) when product title transfers to the customer as identified
by the passage of responsibility in accordance with Incoterms 2000;
(3) customer payment is deemed fixed or determinable and free of
contingencies and significant uncertainties; and (4) collection is
probable.
  Our
product revenue consists of revenue from sales of our appliances and software
licenses. Product sales include a perpetual license to our software. Shipping
charges billed to customers are included in product revenue and the related
shipping costs are included in cost of product revenue.  Virtually all
of our sales include support services which consist of software updates and
customer support. Software updates provide customers access to a constantly
growing library of electronic internet traffic identifiers (signatures) and
rights to non-specific software product upgrades, maintenance releases and
patches released during the term of the support period. Support includes
internet access to technical content, telephone and internet access to technical
support personnel and hardware support.
  Receipt
of a customer purchase order is the primary method of determining persuasive
evidence of an arrangement exists.
 Delivery
generally occurs when product title has transferred as identified by the passage
of responsibility per the International Chamber of Commerce shipping term
(INCOTERMS 2000).  Our standard delivery terms are when product is
delivered to a common carrier from Procera, or its subsidiaries
(ex-works).  However, product revenue based on channel partner
purchase orders is recorded based on sell-through to the end user customers
until such time as we have established significant experience with the channel
partner’s ability to complete the sales process. Additionally, when we introduce
new products for which there is no historical evidence of acceptance history,
revenue is recognized on the basis of end-user acceptance until such history has
been established.


-
21 -




Since
our customer orders contain multiple items such as hardware, software, and
services which are delivered at varying times, we determine whether the
delivered items can be considered separate units of accounting as prescribed
under Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements
with Multiple Deliverables” (“EITF 00-21”).  EITF 00-21 states that
delivered items should be considered separate units of accounting if delivered
items have value to the customer on a standalone basis, there is objective and
reliable evidence of the fair value of undelivered items, and if delivery of
undelivered items is probable and substantially in Procera’s
control.   We use the residual method to recognize revenue when a
product agreement includes one or more elements to be delivered at a future date
and vendor specific objective evidence, or VSOE, of the fair value of all
undelivered elements exists. Through December 31, 2007, in virtually all of
our contracts, the only element that remained undelivered at the time of product
delivery was support and updates. Under the residual method, the fair value of
the undelivered elements is deferred and the remaining portion of the contract
fee is recognized as product revenue. If evidence of the fair value of one or
more undelivered elements does not exist, all revenue is generally deferred and
recognized when delivery of those elements occurs or when fair value can be
established. When the undelivered element for which we do not have a fair value
is post contract support, revenue for the entire arrangement is bundled and
recognized ratably over the support period. Revenue related to these
arrangements is included in ratable product and related support and services
revenue in the accompanying consolidated statements of operations. VSOE of fair
value for elements of an arrangement is based upon the normal pricing and
discounting practices for those services when sold separately and for support
and updates is additionally measured by the renewal rate offered to the
customer. Prior to the third quarter of 2005, we had not established VSOE for
the fair value of support contracts provided to our reseller class of customers.
As such, prior to the third quarter of 2005, we recognized all revenue on
transactions sold through resellers ratably over the term of the support
contract, typically one year. Beginning in the third quarter of 2005, we
determined that we had established VSOE of fair value of support for products
sold to resellers, and began recognizing product revenue upon delivery, provided
the remaining criteria for revenue recognition had been met.
  Our fees
are typically considered to be fixed or determinable at the inception of an
arrangement, generally based on specific products and quantities to be
delivered. Substantially all of our contracts do not include rights of return or
acceptance provisions. To the extent that our agreements contain such terms, we
recognize revenue once the acceptance provisions or right of return lapses.
Payment terms to customers generally range from net 30 to 90 days. In the
event payment terms are provided that differ from our standard business
practices, the fees are deemed to not be fixed or determinable and revenue is
recognized when the payments become due, provided the remaining criteria for
revenue recognition have been met.
  We assess
the ability to collect from our customers based on a number of factors,
including credit worthiness of the customer and past transaction history of the
customer. If the customer is not deemed credit worthy, we defer all revenue from
the arrangement until payment is received and all other revenue recognition
criteria have been met.
  Valuation of long-lived and
intangible assets and goodwill.
 
 Effective
September 29, 2006, Procera completed the acquisition of Netintact a privately
held software company and its subsidiaries.  We issued 18,299,514
shares of common stock with a total fair value of $9.4 million, in exchange for
all outstanding shares of Netintact AB and Netintact PTY.  The
acquisition was accounted for by using the purchase method of accounting for
business combinations.  We completed the valuation of the intangible
assets and analysis of deferred tax liabilities acquired in the Netintact
transaction pursuant to Statement of Financial Accounting (“SFAS”) No. 109,
paragraphs 30 and 258-260.  Based on this analysis, the purchase price
($9.4 million) was allocated to acquired net worth acquired ($.5 million),
intangible assets ($11.1 million), deferred tax impact (-$3.1 million) and
goodwill ($.9 million).
 
 We test
goodwill for impairment in accordance with Statement of Financial Accounting
Standards (SFAS 142), “Goodwill and Other Intangible Assets.” SFAS 142
requires that goodwill be tested for impairment at the “reporting-unit” level
(Reporting Unit) at least annually and more frequently upon the occurrence of
certain events, as defined by SFAS 142. Consistent with our determination
that we have only one reporting segment as defined in SFAS 131,
“Disclosures about Segments of an Enterprise and Related Information,” we have
determined that we have only one Reporting Unit. Goodwill is tested for
impairment annually in a two-step process. First, we determine if the carrying
amount of our Reporting Unit exceeds the “fair value” of the Reporting Unit,
which would indicate that goodwill may be impaired. If we determine that
goodwill may be impaired, we compare the “implied fair value” of the goodwill,
as defined by SFAS 142, to our carrying amount to determine if there is an
impairment loss.
 
 As of
December 31, 2006 and December 31, 2007 we concluded that there was no
impairment to the carrying value of goodwill.


-
22 -


In
accordance with SFAS 144, “Accounting for Impairment or Disposal of
Long-lived Assets”, we evaluate long-lived assets, including intangible assets
other than goodwill, for impairment whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable.
Recoverability of these assets is measured by comparison of the carrying amount
of the asset to the future undiscounted cash flows the asset is expected to
generate. If the asset is considered to be impaired, the amount of any
impairment is measured as the difference between the carrying value and the fair
value of the impaired asset.





As of
December 31, 2006 and December 31, 2007, we have determined that our intangible
assets are reasonably stated and are expected to be recovered in the
future.


Allowance for doubtful
accounts.





The
allowance for doubtful accounts reduces trade receivables to the amount that is
ultimately believed to be collectible. When evaluating the adequacy of the
allowance for doubtful accounts, management reviews the aged receivables on an
account-by-account basis, taking into consideration such factors as the age of
the receivables, customer history and estimated continued credit-worthiness, as
well as general economic and industry trends.


-
23 -




Stock Based Compensation.
 
 Effective
January 2, 2006, the Company adopted the provisions of SFAS No. 123 (R),
“Share-Based Payment.” SFAS No. 123(R) requires the recognition of the fair
value of equity-based compensation. The fair value of stock options shares was
estimated using a Black-Scholes option valuation model. This model requires the
input of subjective assumptions, including expected stock price volatility and
estimated life of each award. The fair value of equity-based awards is measured
at grant date and is amortized over the vesting period of the award, net of
estimated forfeitures.  All of the Company’s stock compensation is
accounted for as an equity instrument.  The Company previously applied
Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued
to Employees,” and related interpretations and provided the required pro forma
disclosures of SFAS No. 123, “Accounting for Stock-Based
Compensation.”   Prior to the adoption of SFAS No. 123 (R), the
Company provided the disclosures required under SFAS No. 123, “Accounting for
Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for
Stock-Based Compensation—Transition and Disclosures.”  The Company
recorded employee stock-based compensation for the twelve months ended January
1, 2006 for options granted to employees with a market value of the underlying
common stock greater than exercise price on the date of grant
  Accounting for Income Taxes.
 
 We record
a tax provision for the anticipated tax consequences of the reported results of
operations. In accordance with SFAS No. 109, "Accounting for Income Taxes", the
provision for income taxes is computed using the asset and liability method,
under which deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the financial reporting
and tax bases of assets and liabilities, and for the operating losses and tax
credit carryforwards. Deferred tax assets and liabilities are measured using the
currently enacted tax rates that apply to taxable income in effect for the years
in which those assets are expected to be realized or settled. Procera records a
valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized. Management believes that sufficient
uncertainty exists regarding the future realization of deferred tax assets and,
accordingly, a full valuation allowance has been provided against net deferred
tax assets. Tax expense has taken into account any change in the valuation
allowance for deferred tax assets where the realization of various deferred tax
assets is subject to uncertainty.
  In June
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes (FIN 48), an interpretation of FASB Statements No. 109.” FIN 48
clarifies the accounting for uncertainty in income taxes by prescribing a
two-step method of first evaluating whether a tax position has met a more likely
than not recognition threshold and second, measuring that tax position to
determine the amount of benefit to be recognized in the financial statements.
FIN 48 provides guidance on the presentation of such positions within a
classified statement of financial position as well as on derecognition, interest
and penalties, accounting in interim periods, disclosure, and transition. FIN 48
is effective for fiscal years beginning after December 15, 2006.
 
 We
adopted the provisions of FIN 48 on January 1, 2007. As a result of the
implementation of FIN 48, we recognized no material adjustment in the liability
for unrecognized income tax benefits. At the adoption date of January 1, 2007,
we had $176,639 of unrecognized tax benefits, none of which would affect our
effective tax rate if recognized.
 
  Results
of Operations
 
 From the
date of our inception on May 1, 2002 through July 2, 2006, we were a development
stage company, devoting all of our efforts and resources to developing and
testing new products and preparing for introduction of our products into the
market place.  During this period, we generated insignificant revenues
from actual sales of our products.
 
 After the
Company acquired Netintact on August 18, 2006 and Netintact PTY on September 29,
2006, we began to recognize increased revenues, costs and expenses
associated with the acquired companies and the introduction of Netintact’s
PacketLogic product line to a broader customer base.  Beginning with
the three months which ended October 1, 2006, we emerged from our development
stage.
  Revenue




-
24 -


Our
revenue is derived from sales of our hardware appliances, bundled software
licenses and from product support and services





The
Company operates from three legal entities including Procera (Americas),
Netintact  (Europe, Middle East, Africa or EMEA) and Netintact PTY (Asia
Pacific or APAC).  The table below presents the breakdown of revenue
by entity;





Variance
      in
            
            
            Variance
      in
            
            
            
            
            
            
            
            
            Variance
      in
            
            
            Variance
      in2007
            
            
            2006
            
            
            Dollars
            
            
            Percent
            
            
            2006
            
            
            2005
            
            
            Dollars
            
            
            PercentAmericas
            
            $
            2,391,098
            
            
            $
            515,513
            
            
            $
            1,875,585
            
            
            
            364
            %
            
            $
            515,513
            
            
            $
            254,809
            
            
            $
            260,704
            
            
            
            102
            %EMEA
            
            
            2,413,544
            
            
            
            1,155,497
            
            
            
            1,258,047
            
            
            
            109
            %
            
            
            1,155,497
            
            
            
            –
            
            
            
            1,155,497
            
            
            
            –
            %APAC
            
            
            1,867,899
            
            
            
            243,420
            
            
            
            1,624,479
            
            
            
            667
            %
            
            
            243,420
            
            
            
            –
            
            
            
            243,420
            
            
            
            –
            %Total
            
            $
            6,672,541
            
            
            $
            1,914,430
            
            
            $
            4,758,111
            
            
            
            249
            %
            
            $
            1,914,430
            
            
            $
            254,809
            
            
            $
            1,659,621
            
            
            
            651
            %




2007 versus
2006.  Product revenue increased in 2007 as a result of
Packetlogic being sold for the full year as compared to 2006 when we acquired
the Packetlogic product as a result of our merger with Netintact.  The
consolidated financial results for 2006 include EMEA for 4.5 months and APAC for
3 months.  During 2007, we increased our new customers as well as
obtained additional orders from existing customers.




The
company expanded its presence in APAC countries in 2007 and we developed strong
channel sales in this region.  In 2006, the EMEA region experienced an
OEM license sale which was discontinued in 2007.  As a result of EMEA
growth was far below that experienced by APAC and Americas.





2006 versus
2005.  During the fiscal year 2005, the company recognized
revenues of $254,809 from sales of its OptimIP product offerings.  As
a result of the acquisition of the PacketLogic product family, the company’s
revenue increased to $1,914,430 for the fiscal year 2006 including revenue
derived from sales of OptimIP of $91,939 and from PacketLogic of
$1,822,491.




Cost of Goods
Sold




Costs of
sales include (i) direct material costs for products sold and direct labor and
manufacturing overhead, (ii) costs expected to be incurred for warranty, and
(iii) adjustments to inventory values, including reserves for slow moving,
inactive inventory, engineering changes and adjustments to reflect the company’s
policy of valuing inventory at lower of cost or market on a first-in, first-out
basis.  The following tables present the breakdown of cost of sales by
entity and cost of sales by category.





By
Entity




Variance
      in
            
            
            Variance
      in
            
            
            
            
            
            
            
            
            Variance
      in
            
            
            Variance
      in2007
            
            
            2006
            
            
            Dollars
            
            
            Percent
            
            
            2006
            
            
            2005
            
            
            Dollars
            
            
            PercentAmericas
            
            $
            1,321,346
            
            
            $
            349,344
            
            
            $
            972,002
            
            
            
            364
            %
            
            $
            349,344
            
            
            $
            307,799
            
            
            $
            41,545
            
            
            
            102
            %EMEA
            
            
            592,667
            
            
            
            169,693
            
            
            
            422,974
            
            
            
            109
            %
            
            
            169,693
            
            
            
            –
            
            
            
            169,693
            
            
            
            –
            %APAC
            
            
            487,646
            
            
            
            111,751
            
            
            
            375,895
            
            
            
            667
            %
            
            
            111,751
            
            
            
            –
            
            
            
            111,751
            
            
            
            –
            %Total
            
            $
            2,401,659
            
            
            $
            630,788
            
            
            $
            1,770,871
            
            
            
            249
            %
            
            $
            630,788
            
            
            $
            307,799
            
            
            $
            322,989
            
            
            
            651
            %





By
Category




Variance
      in
            
            
            
            
            
            
            
            
            Variance
      in2007
            
            
            2006
            
            
            Dollars
            
            
            2006
            
            
            2005
            
            
            DollarsMaterials
            
            $
            1,714,877
            
            
            $
            295,403
            
            
            $
            1,419,474
            
            
            $
            295,403
            
            
            $
            184,878
            
            
            $
            110,525%
      Revenue
            
            
            25.7
            %
            
            
            15.4
            %
            
            
            
            
            
            
            15.4
            %
            
            
            72.6
            %Manufacturing
      Overhead
            
            
            522,354
            
            
            
            78,056
            
            
            
            444,2998
            
            
            
            78,056
            
            
            
            36,531
            
            
            
            41,525%
      Revenue
            
            
            7.8
            %
            
            
            4.1
            %
            
            
            
            
            
            
            4.1
            %
            
            
            14.3
            %Warranty
            
            
            54,132
            
            
            
            6,713
            
            
            
            47,419
            
            
            
            6,713
            
            
            
            8
      032
            
            
            
            (1,319
            )%
      Revenue
            
            
            0.8
            %
            
            
            0.4
            %
            
            
            
            
            
            
            0.4
            %
            
            
            3.2
            %Valuation
      Reserve
            
            
            110,296
            
            
            
            250,616
            
            
            
            (140,320
            )
            
            
            250,616
            
            
            
            78,358
            
            
            
            172,258%
      Revenue
            
            
            1.7
            %
            
            
            13.1
            %
            
            
            
            
            
            
            13.1
            %
            
            
            30.8
            %Total
            
            $
            2,401,659
            
            
            $
            630,788
            
            
            $
            1,770,871
            
            
            $
            630,788
            
            
            $
            307,799
            
            
            $
            322,989%
      Revenue
            
            
            36.0
            %
            
            
            32.9
            %
            
            
            
            
            
            
            32.9
            %
            
            
            120.8
            %





-
25 -




2007 versus
2006.  Total costs of sales during 2007 as compared to 2006
increased to 36% of net product sales versus 32.9% respectively.  The
increase in costs during 2007 was primarily due to low initial margins from a
3rd
party product sold in 2007 and the increase in manufacturing
overhead.




Due to
the development stage of the company, we applied 50% of our manufacturing costs
to engineering in support of prototype activities.  In 2007,
manufacturing costs were fully allocated to revenue support.  In
addition, manufacturing costs  expanded to include additional product
testing functions.




Valuation
reserves decreased during 2007 as the entire OptimIP product line was written
off in 2006 as a result of the changeover to the Packetlogic product
family.





2006 versus
2005.  Margins improved from 2006 when compared to 2005
primarily due to high material costs and valuation reserves in
2005.  Material costs in 2005 were over 72% of net product sales
primarily due to low procurement volumes.  Valuation reserves were
over 30% of net product sales in 2005 as a result of early stage product changes
associated with initial market review of products.




Gross profit or loss and
margins


2007 versus
2006.  Gross profits for 2007 increased by $2,987,240 over
2006, primarily due to increased sales volume associated with the Netintact
acquisition and the Packetlogic family of products.  Product margin as
a percentage of sales decreased by 3.1% from 2007 versus 2006.





Product
margins improved in the Americas as a result of conversion from low margin sales
of the OptimaIP product line to the more profitable Packetlogic
family.  2006 sales in the APAC region included a higher mix of
demonstrator sales which have no bundled software or relates software support
revenues.  EMEA product margins were higher in 2006 than 2007
primarily due to OEM license sale (which has negligible cost of sale) in 2006,
which did not continue into 2007.





2006 versus 2005.Gross profits
for 2006 increased by $1,336,632 over 2005 primarily due to increased sales
volume associated with the Netintact acquisition.





The
following table represents gross margin by entity;





Variance
      in
            
            
            
            
            
            
            
            
            Variance
      in2007
            
            
            2006
            
            
            Dollars
            
            
            2006
            
            
            2005
            
            
            DollarsAmericas
            
            $
            1,069,752
            
            
            $
            166,169
            
            
            $
            903.583
            
            
            $
            166,169
            
            
            $
            (52,990
            )
            
            $
            219,159%
      Revenue
            
            
            44.7
            %
            
            
            32.2
            %
            
            
            
            
            
            
            32.2
            %
            
            
            (20.8
            %)EMEA
            
            
            1,820,877
            
            
            
            985,804
            
            
            
            835,073
            
            
            
            985,804
            
            
            
            
            
            
            
            985,804%
      Revenue
            
            
            75.4
            %
            
            
            85.3
            %
            
            
            
            
            
            
            85.3
            %APAC
            
            
            1,380,253
            
            
            
            131,669
            
            
            
            1,248,584
            
            
            
            131,669
            
            
            
            
            
            
            
            131,669%
      Revenue
            
            
            73.9
            %
            
            
            54.1
            %
            
            
            
            
            
            
            54.1
            %Total
            
            $
            4,270,882
            
            
            $
            1,283,642
            
            
            $
            2,987,240
            
            
            $
            1,283,642
            
            
            $
            (52,990
            )
            
            $
            1,336,632%
      Revenue
            
            
            64.0
            %
            
            
            67.1
            %
            
            
            
            
            
            
            67.1
            %
            
            
            (20.8
            %)




Operating
Expenses




Research
and development





Research
and Development consists of costs associated with personnel, prototype
materials, initial product certifications and equipment
costs.  Research and Development costs are primarily categorized as
either sustaining (efforts for products already released) or Development costs
(associated with new products).





Fiscal
      year2007
            
            
            
            2006
            
            
            
            2005Research
      and development expenses
            
            $
            3,151,438
            
            
            $
            3,065,266
            
            
            $
            2,604,897Percent
      of total revenue
            
            
            47
            %
            
            
            160
            %
            
            
            1,022
            %





-
26 -




2007 versus 2006.Research
and Development expenses for fiscal 2007 increased by $86,172 when compared to
fiscal 2006.   Research and Development expenses increased as a
result of the costs of the acquired Netintact companies of approximately
$1,082,000, and increases in services $134,000, prototype materials of $60,000
and miscellaneous expense increases of $18,000.  Offsetting these
expense increases were expense decreases associated with reduced payroll costs
of $565,000 associated with the elimination of the OptimaIP product line,
reduction of operations expenses of $342,000 as a result of converting from a
development stage company, and lower stock based compensation expenses of
$301,000.





2006 versus
2005.  Research and Development expenses for the fiscal year
2006 increased by $460,369 when compared to the fiscal year 2006 as a result of
the costs of the acquired Netintact companies of approximately $309,000 and
stock based compensation expense of approximately
$512,000.  Offsetting these expense increases were expense decreases
as a result of exiting the development phase of the OptimaIP product line
including lower prototype labor and procurement support of approximately
$203,000, lower prototype materials and equipment of approximately $95,000,
lower development personnel costs of approximately $45,000 and other
miscellaneous expense decreases of approximately $18,000





Development
costs included in fiscal years 2007, 2006 and 2005 were $742,580, $293,101 and
$770,144 respectively.  New product development costs decreased from
2005 to 2006 primarily as a result of completing the design stage of the
OptimaIP product line, exiting the development stage phase of operation and the
acquisition of the fully developed and tested PacketLogic product
line.  Development costs increased in 2007 as compared to 2006 as a
result of exploring expanded market opportunities for the Packetlogic and DRDL
core technologies.







Sales
and Marketing




Sales and
marketing expenses primarily include personnel costs, sales commissions, and
marketing expenses such as trade shows, channel development and
literature.




Fiscal
      year2007
            
            2006
            
            2005Sales
      and marketing expenses
            
            $
            6,836,983
            
            
            $
            2,274,429
            
            
            $
            1,752,886Percent
      of total revenue
            
            
            102
            %
            
            
            119
            %
            
            
            688
            %





2007 versus
2006.Sales and marketing expenses for the fiscal year 2007
increased by $4,562,554 when compared to fiscal year 2006.  The costs
associated with the acquired sales and marketing organizations of Netintact
increased spending in 2007 by approximately $2,305,000.  Payroll costs
increased by $1,130,000 as a result of increasing employment from 22 employees
at year end 2006 to 33 employees in 2007.  Consulting expenses
increased in 2007 by $410,000 primarily due increased expenses for trade shows,
product literature, and channel development activities.  Other expense
increases in 2007 include travel expenditures of $204,000, stock based
compensation of $488,000 and miscellaneous other items of $26,000.





2006 versus
2005.  Sales and marketing expenses for the fiscal year 2006
increased by $521,543 when compared to fiscal year 2005.  Sales and
marketing expenses increased as a result of costs related to the acquired
Netintact companies of approximately $455,000 and stock based compensation
expense of approximately $223,000.  Offsetting these expense increases
were expense decreases related to lower independent sales representative fees of
approximately $103,000, lower employee related costs of approximately $33,000
and miscellaneous other expense reductions of approximately
$20,000.





General
and Administrative




General
and administrative expenses consist primarily of personnel and facilities costs
related to our executive, finance, human resources, and legal organizations,
fees for professional services and amortization of intangible
assets.  Professional services include costs associated with legal,
audit and investor relations consulting costs.




Fiscal
      year2007
            
            2006
            
            2005General
      and administrative expenses
            
            $
            7,888,204
            
            
            $
            3,706,903
            
            
            $
            2,338,720Percent
      of total revenue
            
            
            118
            %
            
            
            194
            %
            
            
            918
            %





-
27 -





2007 versus
2006.General and administrative expenses for the fiscal year
ended December 31, 2007 increased by $4,181,301 when compared to the fiscal year
ended December 31, 2006.  Expense increases during 2007 included
amortization of intangible assets acquired from Netintact of approximately
$2,478,000, stock based compensation of approximately $471,000, professional
services of $365,000, personnel costs of $316,000, Netintact administrative
costs of $213,000, travel related spending of $79,000, AMEX entrance fees of
$75,000, facility expenses including insurance of $71,000, investor relations of
$58,000, expensed tools of $32,000 and miscellaneous spending of
$23,000.





2006 versus
2005.  General and administrative expenses for the fiscal year
ended December 31, 2006 increased by $1,368,183 when compared to the fiscal year
ended January 1, 2006.  Increases in general and administrative
expenses include expenses of the acquired Netintact companies of approximately
$36,000, the amortization of intangible assets associated with the acquisition
of the Netintact companies of approximately $1,228,000,  legal and
audit fees of approximately $297,000, investor relations expenses of
approximately $371,000, employee related expenses of approximately $91,000 and
facility related expenses of approximately $35,000.  Offsetting these
expense increases were expenses decreases due to reduction in expenses for
consultant payments of approximately $524,000 associated with unsuccessful
financings in 2005, insurance of approximately $42,000, stock based compensation
of approximately $6,000, reduction of bad debt expenses of approximately
$107,000 and miscellaneous other expense reductions of approximately
$11,000.




Interest
and Other Income





During
fiscal 2007 the company maintained higher cash balances than in prior years as a
result of a late 2006 PIPE financing and a July 2007 PIPE.  Net cash
interest and other income exceed $51,858 versus net interest and other income of
$7,904 in 2006 and $10,578 in 2005. Interest
charged to expense for the fiscal year ending December 31, 2007 and 2006 was
6,559 and 8918 respectively.




Liquidity and Capital
Resources







Balance
Sheet and Cash Flows




Cash and Cash Equivalents and
Investments.   The following table summarizes our cash and cash
equivalents and investments, which are classified as “available for sale” and
consist of highly liquid financial instruments:




Fiscal
      yearIncrease2007
                  
                  2006
                  
                  
                  (Decrease)Cash
      and cash equivalents
                  
                  $
                  5,864,648
                  
                  
                  $
                  5,214,177
                  
                  
                  $
                  650,471
 The cash
and cash equivalents balance increased $.7 million from December 31,
2006 due to activities in the following areas.
  Increase(Decrease)Net
      cash used in operating activities
                
                $
                (7,048,194
                )Net
      cash used in investing activities
                
                
                (499,503
                )Net
      cash provided by financing activities
                
                
                8,218,037Effect
      of exchange rates
                
                
                (19,869
                )Net
      change in cash and cash equivalents
                
                $
                650,471


During
the fiscal year ending December 31, 2007, cash was provided primarily by the
proceeds of a private placement of equity in July 2007 totaling $7.5 million and
the exercise of warrants and options totaling $.8 million.





Although
we recorded a net loss of $12.5 million we used only $7.0 million in operations
due to net non-cash adjustments.  The primary non-cash adjustments
include stock based employee compensation of $2.0 million, stock based services
expense of $.5 million, intangible amortization of $3.7 million, depreciation of
$.2 million and change in net worth of $.2 million offset by the amortization of
the tax benefit associated with the intangible amortization of $1.1
million.   Our primary uses of cash for net working capital
included an increase in inventories, accounts receivable and deferred revenue
offset by decreases in accounts payable and accrued expenses.


-
28 -


Based on
current reserves and anticipated cash flow from operations, our working capital
may not be sufficient to meet the needs of our business through the end of
2008.  Our future capital requirements will depend on many factors,
including our rate of growth, the expansion of our sales and marketing
activities, development of additional channel partners and sales territories,
introduction of new products, enhancement of existing products, and the
continued acceptance of our products.  We may also enter into
arrangements that require investment such as complimentary businesses, service
expansion, technology partnerships or acquisitions.








Debt
and Lease Obligations





At
December 31, 2007, Procera had obligations for leased equipment from various
sources as shown below.  Interest rates on such debt range from 9% to
10%. Procera also leases office space and equipment under non-cancelable
operating and capital leases with various expiration dates through
2014.





As of
December 31, 2007, future minimum lease payments that come due in the current
and following fiscal years ending December 31 are as follows:






Capital
      Leases
            
            
            Operating
      Leases2008
            
            
            33,867
            
            
            
            329,0532009
            
            
            14,082
            
            
            
            369,2522010
            
            
            11,658
            
            
            
            376,3142011
            
            
            11,658
            
            
            
            263,3042012
      and thereafter
            
            
            31,105
            
            
            
            183,450Total
      minimum lease payments
            
            
            102,370
            
            
            $
            1,521,373Less:
      Amount representing interest
            
            
            5,731Present
      value of minimum lease payments
            
            
            96,639Less:
      Current portion
            
            
            33,867Obligations
      under capital leases, net of current portion
            
            $
            62,772





Deferred
Revenue Items





The
following table represents our deferred revenue for the periods ending December
31, 2007 and 2006.





December 31,2007
            
            
            2006
            
            
            IncreaseDeferred
      revenue
            
            $
            957,891
            
            
            $
            383,231
            
            
            $
            574,660





Product
sales include post contract support and hardware maintenance services which are
deferred until earned. The contract period typically is one year but can range
as long as three years.  Additionally, when we introduce new products
for which there is no historical evidence of acceptance history, revenue is
deferred until receipt of end-user acceptance until such history has been
established.  The increase in deferred revenue during 2007 is
reflective of an increasing base of customers and related support contract
renewals on historical sales.




Material
Commitments of Capital





We use
third-party contract manufacturers to assemble and test our
products.  In order to reduce manufacturing lead-times and ensure an
adequate supply of inventories, our agreements with some of these manufacturers
allow them to procure long lead-time component inventory on its behalf based on
a rolling production forecast provided by the company.  We may be
contractually obligated to purchase long lead-time component inventory procured
by certain manufacturers in accordance with its forecasts. In addition, we issue
purchase orders to our third-party manufacturers that may not be cancelable at
any time.  As of December 31, 2007, we had no open non-cancelable
purchase orders with its third-party manufacturers.





-
29 -




Off-Balance
Sheet Arrangements





As of
December 31, 2007, the Company had no off-balance sheet items as described by
Item 303(c) of Securities and Exchange Commission Regulation S-K.  We
have not entered into any transactions with unconsolidated entities whereby we
have financial guarantees, subordinated retained interests, derivative
instruments or other contingent arrangements that expose us to material
continuing risks, contingent liabilities, or any other obligations under a
variable interest in an unconsolidated entity that provides us with financing,
liquidity, market risk or credit risk support.








RECENT
ACCOUNTING PRONOUNCEMENTS






In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 157, “Fair Value Measurement”, (SFAS 157). This Standard
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair
value measurements. SFAS 157 is effective for fiscal years beginning after
November 15, 2007 for financial assets and liabilities, as well as for any
other assets and liabilities that are carried at fair value on a recurring
basis, and should be applied prospectively. Subsequently, the FASB provided for
a one-year deferral of the provisions of SFAS. 157 for non-financial assets
and liabilities that are recognized or disclosed at fair value in the
consolidated financial statements on a non-recurring basis. We have not
determined the effect that the adoption of SFAS 157 will have on our
consolidated results of operations, financial condition or cash
flows.





In
February 2008, the FASB issued FSP 157-2 “Partial Deferral of
the Effective Date of Statement 157” (FSP 157-2). FSP 157-2 delays the effective
date of SFAS No. 157, for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually) to fiscal years beginning
after November 15, 2008. The Company is currently assessing the impact of SFAS
No. 157-2 on the Company’s consolidated statement of financial condition and
results of operations.






In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities” (SFAS 159), which permits
companies to elect to measure many financial instruments and certain other items
at fair value that are not currently required to be measured at fair value. This
election is irrevocable. SFAS 159 was effective for us on January 1,
2008. We have not determined the effect that the adoption of SFAS 159 will
have on our consolidated results of operations, financial condition or cash
flows.






In
December 2007, the FASB issued SFAS No. 141R, Business Combinations, which
will significantly change the accounting for business combinations.
SFAS No. 141R is effective for us for business combinations beginning
in fiscal 2009. We are currently evaluating this statement.




In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS 160").
The standard changes the accounting for noncontrolling (minority) interests in
consolidated financial statements including the requirements to classify
noncontrolling interests as a component of consolidated stockholders’ equity,
and the elimination of "minority interest" accounting in results of operations
with earnings attributable to noncontrolling interests reported as part of
consolidated earnings. Additionally, SFAS 160 revises the accounting for both
increases and decreases in a parent’s controlling ownership interest. SFAS 160
is effective for fiscal years beginning after December 15, 2008, with early
adoption prohibited. Procera Networks is currently evaluating the
impact that the pending adoption of SFAS 160 will have on its financial
statements.




-
30 -


On
March 19, 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 (“SFAS No. 161”). SFAS No. 161 requires enhanced
disclosures about an entity’s derivative and hedging activities. These enhanced
disclosures will discuss (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. We have not determined the impact, if
any SFAS No. 161 will have on our consolidated financial
statements.






See
Note 1 in our Notes to Consolidated Financial Statements for information
regarding other recent accounting pronouncements.








Item 7A.
            Quantitative
      and Qualitative Disclosures about Market
Risk




Foreign
Currency Risk




Our sales
contracts are denominated predominantly in United States dollars Swedish krona,
Australian dollars and the EURO.  We incur certain operating expenses
in United States dollars, Swedish krona and Australian
dollars.  Therefore, we are subject to volatility in cash flows due to
fluctuations in foreign currency exchange rates, particularly changes in the
aforementioned currencies. To date, we have not entered into any hedging
contracts since exchange rate fluctuations have had minimal impact on our
operating results and cash flows.




Interest
Rate Sensitivity




We had
unrestricted cash and cash equivalents totaling $5.9 million and $5.2 million at
December 31, 2007 and 2006, respectively. The unrestricted cash and cash
equivalents are held for working capital purposes. We do not enter into
investments for trading or speculative purposes. Cash and cash equivalents
include highly liquid investments with a maturity of ninety days or less at the
time of purchase. Cash equivalents consist primarily of money market
securities, Due to the high investment quality and short duration of these
investments, we do not believe that we have any material exposure to changes in
the fair market value as a result of changes in interest rates. Declines in
interest rates, however, will reduce future investment income. If overall
interest rates had fallen by 10% in 2007, our interest income on cash and cash
equivalents would have declined approximately $5,200, assuming consistent
investment levels.


-
31 -




Item 8.
            Financial
      Statements and Supplementary Data





PROCERA NETWORKS, INC. AND
SUBSIDIARIES




TABLE OF
CONTENTS




PageReports
      of Independent Registered Public Accounting Firm
            
            
            F-1
      - F-3Consolidated
      Balance Sheets as of December 31, 2007 and 2006
            
            
            F-4Consolidated
      Statements of Operations for the years ended December 31, 2007, 2006 and
      January 1, 2006
            
            
            F-5Consolidated
      Statement of Share Holders Equity for the yeares ended December 31, 2007,
      2006, and January 1, 2006
            
            
            F-6Consolidated
      Statements of Cash Flows for the years ended December 31, 2007, 2006 and
      January 1, 2006
            
            
            F-9Notes
      to Consolidated Financial Statements
            
            
            F-10




-
32 -




REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 
  To the
Board of Directors and Stockholders
 Procera
Networks, Inc.
 Los
Gatos, California
 
  We have
audited the accompanying consolidated balance sheets of Procera Networks, Inc.
(“Procera”) as of December 31, 2007 and 2006, and the related consolidated
statements of operations, stockholders’ equity and cash flows for the fiscal
years ended December 31, 2007 and 2006. These consolidated financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Procera
Networks, Inc. as of December 31, 2007 and 2006 and the consolidated
results of their operations and their consolidated cash flows for the fiscal
years ended December 31, 2007 and 2006   in conformity with
accounting principles generally accepted in the United States of
America.
 We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Procera’s internal control over financial
reporting as of December 31, 2007, based on criteria established in the Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ( the COSO criteria) and our report dated March 24,
2008 expressed an adverse opinion on the company’s internal control over
financial reporting.
  
 /s/ PMB
Helin Donovan, LLP
 PMB Helin
Donovan, LLP
 San Francisco,
California
  March 24,
2008


F-
1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
 INTERNAL
CONTROL OVER FINANCIAL REPORTING
 
 
 The Board
of Directors and Stockholders
 Procera
Networks, Inc.
 Los
Gatos, California
 
 We have
audited the accompanying consolidated balance sheets of Procera Networks,
Inc.(“Procera”) as of December 31 , 2007 and 2006, and the related
consolidated  statements of operations, stockholders’ equity and cash
flows for the fiscal years ended December 31, 2007 and 2006. These consolidated
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
 We
conducted  our audits in accordance  with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management’s assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
 
 A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the
financial statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weakness has been identified and included in
management’s assessment as of December 31, 2007:
 
 ▪
                The
      Company did not have sufficient control over the closing process and could
      not prepare its financial statements, footnotes and 10-k disclosures in a
      timely fashion.  This weakness which resulted in significant
      last minute changes to the Company’s financial reports and Form 10-K,
      could have resulted in material errors to the financial
      statements.
 
 We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Procera
Networks Corp. and subsidiaries as of December 31, 2007 and 2006, and the
related consolidated statements of operations, stockholders’ equity and
comprehensive income (loss) and cash flows for each of the years in the two-year
period ended December 31, 2007. The aforementioned material weakness was
considered in determining the nature, timing, and extent of audit tests applied
in our audit of the 2007 consolidated financial statements, and this report does
not affect our report dated March 24, 2008 which expressed an unqualified
opinion on those consolidated financial statements.
  In our
opinion, management’s assessment that Procera Networks, Inc., did not maintain
effective internal control over financial reporting as of December 31,
2007, is fairly stated, in all material respects, based on criteria established
in Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also, in our
opinion, because of the effect of the material weaknesses described above on the
achievement of the objectives of the control criteria, Procera Networks, Inc.,
has not maintained effective internal control over financial reporting as of
December 31, 2007, based on criteria established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
 
 
 PMB Helin
Donovan, LLP
 San
Francisco, California
 March 24,
2008


F-2


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











The Board
of Directors and Stockholders


of
Procera Networks, Inc.





We have
audited the accompanying statements of operations, stockholders' equity
(deficit), and cash flows of Procera Networks, Inc. for the year ended January
1, 2006.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Oversight Board (United States).  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement
presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of its operations and its cash flows of Procera
Networks, Inc. for the year ended January 1, 2006, in conformity with accounting
principles generally accepted in the United States of America.







/s/ Burr, Pilger &
Mayer LLP




Palo
Alto, California


February
13, 2006


F-3


PROCERA
NETWORKS, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS
  December 31,2007
                        
                        
                        2006ASSETSCurrent
      assets:Cash
      and cash equivalents
                        
                        $
                        5,864,648
                        
                        
                        $
                        5,214,177Accounts
      receivable, net of allowance for doubtful accounts of $241,062 and
      $11,672, as of December 31, 2007 and 2006 respectively
                        
                        
                        1,819,272
                        
                        
                        
                        1,161,170Inventories,
      net
                        
                        
                        1,320,022
                        
                        
                        
                        259,207Prepaid
      expenses and other current assets
                        
                        
                        520,137
                        
                        
                        
                        284,225Total
      current assets
                        
                        
                        9,524,079
                        
                        
                        
                        6,918,779Property
      and equipment, net
                        
                        
                        4,476,224
                        
                        
                        
                        6,330,948Purchased
      intangible assets, net
                        
                        
                        1,918,986
                        
                        
                        
                        3,357,986Goodwill
                        
                        
                        960,209
                        
                        
                        
                        960,209Other
      non-current assets
                        
                        
                        47,805
                        
                        
                        
                        95,919Total
      assets
                        
                        $
                        16,927,303
                        
                        
                        $
                        17,663,841LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      liabilities:Accounts
      payable
                        
                        $
                        668,289
                        
                        
                        $
                        286,232Deferred
      revenue
                        
                        
                        957,891
                        
                        
                        
                        383,231Accrued
      liabilities
                        
                        
                        1,572,975
                        
                        
                        
                        656,943Capital
      leases payable-current portion
                        
                        
                        33,867
                        
                        
                        
                        20,982Total
      current liabilities
                        
                        
                        3,233,022
                        
                        
                        
                        1,347,388Non-current
      liabilities:Deferred
      rent
                        
                        
                        7,797
                        
                        
                        
                        20,621Deferred
      tax liability
                        
                        
                        1,734,855
                        
                        
                        
                        2,820,600Capital
      leases payable-non-current portion
                        
                        
                        62,773
                        
                        
                        
                        25,152Total
      liabilities
                        
                        
                        5,038,447
                        
                        
                        
                        4,213,761Commitments
      and contingencies
                        
                        
                        –
                        
                        
                        
                        –Stockholders’
      equity:Preferred
      stock, $0.001 par value; 15,000,000 shares authorized; no shares
      issued and outstanding as of December 31, 2007 and
    2006
                        
                        
                        –
                        
                        
                        
                        –Common
      stock, $0.001 par value; 100,000,000 shares authorized;
      76,069,233 and 70,416,105 shares issued and outstanding as of
      December 31, 2007 and 2006, respectively
                        
                        
                        76,069
                        
                        
                        
                        70,416Additional
      paid-in capital
                        
                        
                        49,574,141
                        
                        
                        
                        38,722,118Accumulated
      other comprehensive gain (loss)
                        
                        
                        76,861
                        
                        
                        
                        14,381Accumulated
      deficit
                        
                        
                        (37,838,215
                        )
                        
                        
                        (25,356,835
                        )Total
      stockholders’ equity
                        
                        
                        11,888,856
                        
                        
                        
                        13,450,080Total
      liabilities and stockholders’ equity
                        
                        $
                        16,927,303
                        
                        
                        $
                        17,663,841
  See
accompanying notes to consolidated financial statements.
 F-4
 
   PROCERA
NETWORKS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
COMPREHENSIVE INCOME
 YEARS ENDED DECEMBER 31,
2007 DECEMBER 31,
2006, AND JANUARY 1, 2006
 Years
      Ended DecemberDec
      31
                              
                              
                              Dec
      31
                              
                              
                              Jan
      12007
                              
                              
                              2006
                              
                              
                              2006Sales
                              
                              $
                              6,672,541
                              
                              
                              $
                              $1,914,430
                              
                              
                              $
                              254,809Costs
      of Goods Sold (1)
                              
                              
                              2,401,659
                              
                              
                              
                              630,788
                              
                              
                              
                              307,799Gross
      Profit
                              
                              
                              4,270,882
                              
                              
                              
                              1,283,642
                              
                              
                              
                              (52,990
                              )Operating
      expenses: (1)Research
      and development
                              
                              
                              3,151,438
                              
                              
                              
                              3,065,266
                              
                              
                              
                              2,604,897Sales
      and marketing
                              
                              
                              6,836,983
                              
                              
                              
                              2,274,429
                              
                              
                              
                              1,752,886General
      and administrative (2)
                              
                              
                              7,888,204
                              
                              
                              
                              3,706,903
                              
                              
                              
                              2,338,720Total
      operating expenses
                              
                              
                              17,876,625
                              
                              
                              
                              9,046,598
                              
                              
                              
                              6,696,503Loss
      from operations
                              
                              
                              (13,605,743
                              )
                              
                              
                              (7,762,956
                              )
                              
                              
                              (6,749,493
                              )Interest
      and other income, net
                              
                              
                              51,858
                              
                              
                              
                              7,904
                              
                              
                              
                              10,578Loss before
      provision for income taxes
                              
                              
                              (13,553,885
                              )
                              
                              
                              (7,755,052
                              )
                              
                              
                              (6,738,915
                              )Income
      tax benefit
                              
                              
                              1,072,505
                              
                              
                              
                              251,573
                              
                              
                              
                              –Net
      loss after tax
                              
                              $
                              (12,481,380
                              )
                              
                              $
                              (7,503,479
                              )
                              
                              $
                              (6,738,915
                              )Other
      comprehensive income: Change in foreign currency translation
      adjustment
                              
                              
                              62,480
                              
                              
                              
                              14,381
                              
                              
                              
                              -Comprehensive
      loss
                              
                              
                              (12,418,900
                              )
                              
                              
                              (7,489,098
                              )
                              
                              $
                              (6,738,915
                              )Basic
      and diluted net loss per share
                              
                              $
                              (0.17
                              )
                              
                              $
                              $(0.15
                              )
                              
                              $
                              (0.22
                              )Shares
      used in computing basic and antidilutive net loss per
share
                              
                              
                              71,422,184
                              
                              
                              
                              50,443,688
                              
                              
                              
                              30,445,423(1)
      Stock-based compensation included in the costs and expenses line
      items:Cost
      of Goods Sold
                              
                              $
                              23,310
                              
                              
                              $
                              16,274
                              
                              
                              
                              –Research
      and development
                              
                              $
                              473,692
                              
                              
                              $
                              771,585
                              
                              
                              $
                              276,050Sales
      and marketing
                              
                              $
                              740,873
                              
                              
                              $
                              263,155
                              
                              
                              $
                              29,325General
      and administrative
                              
                              $
                              734,400
                              
                              
                              $
                              117,598
                              
                              
                              
                              124,0121,972,275
                              
                              
                              
                              1,168,612
                              
                              
                              
                              429,387(2)  Intangible
      amortization included in General and Administrative
expense
                              
                              $
                              3,706,322
                              
                              
                              $
                              474,595
                              
                              
                              $
                              –
 
 See
notes to consolidated financial statements.
 F-5
  Procera
Networks, Inc.
 Statements
of Stockholders' Equity
 For
the Twelve Months Ended December 31, 2007, December 31, 2006 and January 1,
2006
  Stock
                              
                              
                              
                              
                              
                              
                              
                              
                              Accum.
      Other
                              
                              
                              
                              
                              
                              TotalCommon
      Stock
                              
                              
                              Issuance
                              
                              
                              Add.
      Paid-In
                              
                              
                              Subscribed
      Com. Stock
                              
                              
                              Comprehensive
                              
                              
                              Accum.
                              
                              
                              Stockholders'Description
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Costs
                              
                              
                              Capital
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Income
      (loss)
                              
                              
                              Deficit
                              
                              
                              EquityBalances,
      January 2, 2005
                              
                              
                              24,115,406
                              
                              
                              $
                              24,115
                              
                              
                              $
                              (771,892
                              )
                              
                              $
                              11,645,247
                              
                              
                              
                              5,762,500
                              
                              
                              $
                              4,324,375
                              
                              
                              
                              -
                              
                              
                              $
                              (11,114,441
                              )
                              
                              $
                              4,107,404Issuance
      of common stock in connection with private placement of common stock at
      $0.80 per share in December 2004, less issuance costs of
      $285,625
                              
                              
                              5,762,500
                              
                              
                              
                              5,763
                              
                              
                              
                              -
                              
                              
                              
                              4,318,612
                              
                              
                              
                              (5,762,500
                              )
                              
                              
                              (4,324,375
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Issuance
      of common stock at $1.86 per share to charity organization in connection
      with private placement in December 2004
                              
                              
                              17,473
                              
                              
                              
                              17
                              
                              
                              
                              -
                              
                              
                              
                              32,483
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              32,500Issuance
      of common stock for cash at $0.075 per share upon exercise of warrants in
      March 2005
                              
                              
                              100,000
                              
                              
                              
                              100
                              
                              
                              
                              -
                              
                              
                              
                              7,400
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              7,500Issuance
      of common stock for cash at $2.00 per share upon exercise of warrants in
      March 2005, less issuance cost of $5,000
                              
                              
                              50,000
                              
                              
                              
                              50
                              
                              
                              
                              (5,000
                              )
                              
                              
                              99,950
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              95,000Issuance
      of common stock for cash at $0.075 per share upon exercise of warrants in
      April 2005
                              
                              
                              75,000
                              
                              
                              
                              75
                              
                              
                              
                              -
                              
                              
                              
                              5,550
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,625Issuance
      of common stock for cash at $1.50 per share upon exercise of warrants in
      April 2005, less issuance cost of $4,898
                              
                              
                              557,438
                              
                              
                              
                              557
                              
                              
                              
                              (4,898
                              )
                              
                              
                              835,600
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              831,259Issuance
      of common stock for cash at $1.40 per share upon exercise of warrants in
      April 2005
                              
                              
                              102,500
                              
                              
                              
                              103
                              
                              
                              
                              -
                              
                              
                              
                              143,397
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              143,500Issuance
      of common stock for services provided at $0.51 per share in November
      2005
                              
                              
                              165,000
                              
                              
                              
                              165
                              
                              
                              
                              -
                              
                              
                              
                              83,985
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              84,150Fair
      value of common stock warrants issued to non-employees
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              542,648
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              542,648Stock
      based employee compensation
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              429,386
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              429,386Common
      stock subscribed, net of issuance costs of $112,000
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,500,000
                              
                              
                              
                              1,288,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,288,000Common
      stock subscribed for services to be rendered
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              45,833
                              
                              
                              
                              22,917
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              22,917Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (6,738,915
                              )
                              
                              
                              (6,738,915
                              )Balances,
      January 1, 2006
                              
                              
                              30,945,317
                              
                              
                              $
                              30,945
                              
                              
                              $
                              (781,790
                              )
                              
                              $
                              18,144,258
                              
                              
                              
                              3,545,833
                              
                              
                              $
                              1,310,917
                              
                              
                              
                              -
                              
                              
                              $
                              (17,853,356
                              )
                              
                              $
                              850,974
 F-6
  Procera
Networks, Inc.
 Statements
of Stockholders' Equity (Deficit)
 For
the Twelve Months Ended December 31, 2007, December 31, 2006 and January 1,
2006
 Common
      Stock
                                
                                
                                Add.
      Paid-In
                                
                                
                                Subscribed
      Com. Stock
                                
                                
                                Accum.
                                  Other
                                  Comprehensive
                                
                                
                                Accum.
                                
                                
                                Total
      StockholdersDescription
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Income
      (loss)
                                
                                
                                Deficit
                                
                                
                                EquityBalances
      January 1, 2006
                                
                                
                                30,945,317
                                
                                
                                $
                                30,945
                                
                                
                                $
                                17,362,468
                                
                                
                                
                                3,545,833
                                
                                
                                $
                                1,310,917
                                
                                
                                $
                                -
                                
                                
                                $
                                (17,853,356
                                )
                                
                                $
                                850,974Issuance
      of common stock in connection with private placement at $.40 per share in
      February 2006, less direct transaction costs
                                
                                
                                11,500,025
                                
                                
                                
                                11,500
                                
                                
                                
                                4,105,969
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                4,117,469Issuance
      of common stock and placement agent warrants with private placement at
      $.40 per share in February 2006, paid in 2005
                                
                                
                                3,500,000
                                
                                
                                
                                3,500
                                
                                
                                
                                1,396,500
                                
                                
                                
                                (3,500,000
                                )
                                
                                
                                (1,288,000
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                112,000Issuance
      of Common stock and invester warrants in connection with November 2006
      private placement at $1.00 per share, net of direct transaction
      costs
                                
                                
                                5,100,000
                                
                                
                                
                                5,100
                                
                                
                                
                                4,835,259
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                4,840,359Issuance
      of common stock at $0.60 per share in exchange for outstanding stock of
      Netintact
                                
                                
                                17,539,513
                                
                                
                                
                                17,540
                                
                                
                                
                                8,669,124
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                8,686,664Issuance
      of common stock at $0.82 per share in exchange for outstanding stock of
      Netintact PTY
                                
                                
                                760,000
                                
                                
                                
                                760
                                
                                
                                
                                272,933
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                273,693Issuance
      of comon stock upon exercise of warrants at prices ranging from
      $0.10-$1.37
                                
                                
                                246,250
                                
                                
                                
                                246
                                
                                
                                
                                266,766
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                267,012Stock
      based compensation
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,168,611
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,168,611Issuance
      of 825,000 shares of common stock having a market value of $0.70 per share
      in exchange for 18 months of investor relations services
                                
                                
                                825,000
                                
                                
                                
                                825
                                
                                
                                
                                570,718
                                
                                
                                
                                (45,833
                                )
                                
                                
                                (22,917
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                548,626Fair
      value of warrants issued to sservice providers
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                73,770
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                73,770Translation
      adjustment
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                14,381
                                
                                
                                
                                -
                                
                                
                                
                                14,381Net
      Loss for 2006
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                (7,503,479
                                )
                                
                                
                                (7,503,479
                                )Balances,
      December 31, 2006
                                
                                
                                70,416,105
                                
                                
                                $
                                70,416
                                
                                
                                $
                                38,722,118
                                
                                
                                
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                14,381
                                
                                
                                $
                                (25,356,835
                                )
                                
                                $
                                13,450,080
 F-7
  Procera Networks,
Inc.
 Statements
of Stockholders' Equity (Deficit)
 For
the Twelve Months Ended December 31, 2007, December 31, 2006 and January 1,
2006
  Common
      Stock
                              
                              
                              Add.
      Paid-In
                              
                              
                              Accum. OtherComprehensive
                              
                              
                              Accum.
                              
                              
                              Total
      StockholdersDescription
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Income
      (Loss)
                              
                              
                              Deficit
                              
                              
                              EquityBalances,
      December 31, 2006
                              
                              
                              70,416,105
                              
                              
                              $
                              70,416
                              
                              
                              $
                              38,722,118
                              
                              
                              $
                              14,381
                              
                              
                              $
                              (25,356,835
                              )
                              
                              $
                              13,450,080Issuance
      of comon stock upon exercise of warrants at prices ranging from $0.075 -
      $1.37
                              
                              
                              1,323,410
                              
                              
                              
                              1,323
                              
                              
                              
                              754,118
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              755,441Stock
      based compensation
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              1,972,275
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              1,972,275Issuance
      of common stock in connection with the private placement of common shares
      at $2.00 per share in July 2007, less issuance costs
                              
                              
                              4,072,477
                              
                              
                              
                              4,073
                              
                              
                              
                              7,484,562
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              7,488,635Issuance
      of common stock valued at $3.08 per share to vendor for search firm
      services.
                              
                              
                              247,500
                              
                              
                              
                              247
                              
                              
                              
                              611,078
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              611,325Issuance
      of common stock valued at $3.08 per share to vendor for search firm
      services.
                              
                              
                              9,741
                              
                              
                              
                              10
                              
                              
                              
                              29,990
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              30,000Foreign
      currency translation adjustment
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              62,480
                              
                              
                              
                              
                              
                              
                              
                              62,480Net
      Loss for 2007
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (12,481,380)
                              
                              
                              
                              (12,481,380)Balances,
      December 31, 2007
                              
                              
                              76,069,233
                              
                              
                              $
                              76,069
                              
                              
                              $
                              (49,574,141)
                              
                              
                              $
                              76,861
                              
                              
                              $
                              (37,838,215)
                              
                              
                              $
                              11,888,856
  F-8
  Procera
Networks, Inc.


Consolidated
statements of Cash Flows


For
the Twelve Months Ended December 31, 2007, December 31, 2006 and January 1,
2006





Year
      EndedDec
      31,
            
            
            Dec.
      31,
            
            
            Jan.
      1,2007
            
            
            2006
            
            
            2006Cash
      flows from operating activities:Net
      income (loss)
            
            $
            (12,481,380
            )
            
            $
            (7,503,479
            )
            
            $
            (6,738,915
            )Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating
      activities:Depreciation
            
            
            184,927
            
            
            
            44,520
            
            
            
            32,214Amortization
      of intangibles
            
            
            3,706,332
            
            
            
            1,227,761
            
            
            
            —Deferred
      income taxes
            
            
            (1,085,745
            )
            
            
            (298,252
            )
            
            
            —Common
      stock issued for services rendered
            
            
            149,665
            
            
            
            227,786
            
            
            
            84,150Common
      stock subscribed for services
            
            
            —
            
            
            
            —
            
            
            
            22,917Compensation
      related to stock-based awards
            
            
            1,972,275
            
            
            
            1,168,611
            
            
            
            429,387Fair
      value of warrants issued to non-employees
            
            
            —
            
            
            
            73,770
            
            
            
            542,647Changes
      in operating assets and liabilities, net of acquired assets and assumed
      liabilities:Accounts
      receivable
            
            
            (501,591
            )
            
            
            (684,003
            )
            
            
            22,872Inventories
            
            
            (1,064,009
            )
            
            
            (7,632
            )
            
            
            (13,403
            )Prepaids
      and other current assets
            
            
            307,934
            
            
            
            232,461
            
            
            
            45,793Accounts
      payable
            
            
            375,696
            
            
            
            (142,774
            )
            
            
            221,910Accrued
      liabilities, deferred rent
            
            
            847,082
            
            
            
            76,333
            
            
            
            (128,220
            )Deferred
      revenue
            
            
            540,620
            
            
            
            180,960
            
            
            
            —Other
            
            
            —
            
            
            
            158
            
            
            
            —Net
      cash used in operating activities
            
            
            (7,048,194
            )
            
            
            (5,403,780
            )
            
            
            (5,478,648
            )Cash
      flows from investing activities:Purchases
      of property and equipment, net
            
            
            (499,503
            )
            
            
            (178,313
            )
            
            
            (25,335
            )Cash
      acquired in the acquisition of a business
            
            
            —
            
            
            
            452,669
            
            
            
            —Net
      cash provided by (used in) used in investing activities
            
            
            (499,503
            )
            
            
            274,356
            
            
            
            (25,335
            )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
            
            
            7,488,631
            
            
            
            8,939,828
            
            
            
            —Proceeds
      from common stock subscription, net
            
            
            —
            
            
            
            —
            
            
            
            1,288,000Proceeds
      from the exercise of warrants
            
            
            674,177
            
            
            
            265,012
            
            
            
            1,082,884Proceeds
      from the exercise of stock options
            
            
            81,264
            
            
            
            —
            
            
            
            —Payments
      on a capital lease
            
            
            (26,035
            )
            
            
            (8,070
            )
            
            
            —Payment
      on loan payable
            
            
            —
            
            
            
            (110,000
            )
            
            
            —Proceeds
      from notes payable from a related party
            
            
            —
            
            
            
            —
            
            
            
            240,000Other
            
            
            —
            
            
            
            2,000
            
            
            
            —Net
      cash provided by financing activities
            
            
            8,218,037
            
            
            
            9,088,770
            
            
            
            2,610,884Effect
      of exchange rates on cash and cash equivalents
            
            
            (19,869
            )
            
            
            —
            
            
            
            —Net
      increase in cash and cash equivalents
            
            
            650,471
            
            
            
            3,959,346
            
            
            
            (2,893,099
            )Cash
      and cash equivalents at beginning of year
            
            
            5,214,177
            
            
            
            1,254,831
            
            
            
            4,147,930Cash
      and cash equivalents at end of year
            
            $
            5,864,648
            
            
            $
            5,214,177
            
            
            $
            1,254,831SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for income taxes
            
            $
            5,855
            
            
            $
            7,894
            
            
            $
            830Cash
      paid for interest
            
            $
            6,559
            
            
            $
            5,072
            
            
            $
            1,076SUPPLEMENTAL
      NON CASH FLOW INVESTING AND FINANCING ACTIVITIES:Issuance
      of common stock in connection with acquisition of Netintact AB and
      Netintact PTY
            
            $
            —
            
            
            $
            9,444,776
            
            
            $
            —Issuance
      of common stock to charity organization in connection with the private
      placement in December 2004
            
            
            —
            
            
            $
            —
            
            
            
            32,500Conversion
      of notes payable (See note 8)
            
            
            —
            
            
            
            130,000
            
            
            $
            —Property
      and equipment purchased with a capital lease
            
            $
            72,007
            
            
            $
            —
            
            
            $
            —SUPPLEMENTAL
      NON CASH FLOW INVESTING AND FINANCING ACTIVITIES:Tangible
      assets acquired
            
            
            
            
            
            
            1,225,225Intangible
      assets acquired
            
            
            
            
            
            
            11,119,000Goodwill
            
            
            
            
            
            
            960,209Less
      liabilities assumed
            
            
            
            
            
            
            (3,859,658
            )Net
      assets acquired
            
            
            
            
            
            
            9,444,776Fair
      value of common shares issued
            
            
            
            
            
            
            9,444,776Cash
      acquired
            
            
            
            
            
            
            (452,669
            )


See notes
to consolidated financial statements


F-9





PROCERA
NETWORKS INC. AND SUBSIDIARIES




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


YEARS ENDED JANUARY 1, 2006, DECEMBER 31,2006 AND DECEMBER 31,
2007




1.
            DESCRIPTION OF
      BUSINESS


Procera
Networks, Inc. ("Procera"
or the "Company")
is a leading provider of bandwidth management and control products for broadband
service providers worldwide.  Procera’s products offer network
administrators unique accuracy in identifying applications running on their
network, and the ability to optimize the experience of the service provider’s
subscribers based on management of the identified traffic.
  The
company sells its products through its direct sales force, resellers,
distributors, and system integrators in the Americas, Asia Pacific, and
Europe. PacketLogic is deployed at more than 400 broadband service
providers (“BSP’s”), telephone companies, colleges and universities worldwide.
The common stock of Procera is listed on the American Stock Exchange under the
trading symbol “PKT”.
 
 The
Company was incorporated IN 2002.  On August 18, 2006, Procera
acquired the stock of Netintact AB, a Swedish corporation.  On
September 29, 2006, Procera acquired the effective ownership of the stock of
Netintact PTY, an Australian company (“Netintact
PTY”).


2.
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES




Principles of
Consolidation





The
consolidated financial statements include the historical accounts of Procera and
its wholly owned subsidiaries, Netintact AB and Netintact PTY from August 18,
2006 and September 29, 2006 respectively.  All significant
intercompany transactions have been eliminated.




Fiscal
Year





Prior to
the fiscal year which ended December 31, 2006, the Company maintained its
accounting records on a 52-53 week fiscal year, with the fiscal year ending on
the Sunday nearest to December 31. Fiscal year 2005 ended January 1, 2006.
Beginning with the fiscal year which ended December 31, 2006, the Company
changed its’ fiscal year end to coincide with the calendar year
end.





Basis of
Presentation





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
our continuation as a going concern.




F-10




Use of
Estimates





The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosures of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to allowance
for doubtful accounts and sales returns, the value and marketability of
inventory, allowances for expected warranty costs, valuation of long-lived
assets, including intangible assets and goodwill, income taxes and stock-based
compensation, among others. We base our estimates on experience and other
criteria assumptions we believe are reasonable under expected business
conditions. Actual results may differ from these estimates if alternative
conditions are realized.




Fair Value of Financial
Instruments





The
carrying amounts of certain of the Company’s financial instruments including
cash and cash equivalents, accounts receivable, prepaid expenses, accounts
payable and accrued liabilities approximate fair value due to their short
maturities.




Concentration of Credit
Risk





The
company utilizes financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents and accounts
receivable. Cash and cash equivalents are deposited in demand and money market
accounts in one financial institution in the United States. Deposits held with
financial institutions may exceed the amount of insurance provided on such
deposits. The Company has not experienced any material losses on its deposits of
cash and cash equivalents.





The
Company’s accounts receivable are derived from revenue earned from customers
located in the United States, Australia, Europe, Asia, Canada and the Middle
East. There are a limited number of customers accounting for the majority of
purchases in the industry worldwide.





On
December 31, 2007, accounts receivable consisted of amounts due from 62
customers.  Four customers represented 16%, 12%, 5% and 5% of total
accounts receivable.  No other customer represented more than 5% of
total accounts receivable.




accounted


Cash and Cash Equivalents
and Restricted Cash
 
 The
Company considers all highly liquid investments to mature within three months or
less to be cash equivalents.
  Accounts
Receivable
 
 Accounts
receivable are stated at net realizable value. Customers are on cash on delivery
terms until credit is approved.




Allowance for Doubtful
Accounts





The
allowance for doubtful accounts reduces accounts receivable to an amount that
management believes will be eventually collected.  We evaluate the
adequacy of this allowance by reviewing the age of accounts receivable and also
take into consideration such as credit-worthiness, customer history and general
economic trends




Inventory





Inventory
is stated at the lower of cost or market. Cost is determined on a standard cost
basis which approximates actual cost on the first-in, first-out (“FIFO”) method.
Lower of cost or market is evaluated by considering obsolescence, excessive
levels of inventory, deterioration and other factors.





F-11




Property and Equipment and
assets held under capital lease




Property
and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets, which is
three years for computer, tooling, test and office equipment and two years for
software. Leasehold improvements are amortized using the straight-line method
over the estimated useful lives of the assets or the term of the lease,
whichever is shorter. Whenever assets are retired or otherwise disposed of, the
cost and related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is recognized in income for the period. The cost of
maintenance and repairs is expensed as incurred; significant improvements are
capitalized.   Assets held under capital leases are recorded at
the lower of the net present value of the minimum lease payments or the fair
value of the leased asset at the inception of the lease


Assets Held under Capital
Leases





Assets
held under capital leases are recorded at the lower of the net present value of
the minimum lease payments or the fair value of the leased asset at the
inception of the lease.




Impairment of Long-Lived
Assets





The
Company evaluates its long-lived assets for indicators of possible impairment by
comparison of the carrying amounts to future net undiscounted cash flows
expected to be generated by such assets when events or changes in circumstances
indicate the carrying amount of an asset may not be recoverable. Should an
impairment exist, the impairment loss would be measured based on the excess
carrying value of the asset over the asset’s fair value or discounted estimates
of future cash flows. The Company has not identified any such impairment losses
to date.




Impairment of Finite Life
Intangible Assets





The
Company evaluates its operations to ascertain if a triggering event has occurred
which would impact the value of finite-lived intangible assets (e.g., customer
lists). Examples of such triggering events include a significant disposal of a
portion of such assets, an adverse change in the market involving the business
employing the related asset, a significant decrease in the benefits realized
from an acquired business, difficulties or delays in integrating the business,
and a significant change in the operations of an acquired business.





As of
December 31, 2007, no such triggering event has occurred, and, no impairment
test was needed. An impairment test involves a comparison of undiscounted cash
flows against the carrying value of the asset as an initial test. If the
carrying value of such asset exceeds the undiscounted cash flow, the asset would
be deemed to be impaired. Impairment would then be measured as the difference
between the fair value of the fixed or amortizing intangible asset and the
carrying value to determine the amount of the impairment. The Company determines
fair value generally by using the discounted cash flow method. To the extent
that the carrying value is greater than the asset’s fair value, an impairment
loss is recognized for the difference.




Impairment of
Goodwill





The
Company periodically reviews the carrying value of intangible assets not subject
to amortization, including goodwill, to determine whether impairment may exist.
FASB Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets, requires that goodwill and certain intangible assets be assessed
annually for impairment using fair value measurement techniques. Specifically,
goodwill impairment is determined using a two-step process. The first step of
the goodwill impairment test is used to identify potential impairment by
comparing the fair value of a reporting unit with its carrying amount, including
goodwill. The estimates of fair value of a reporting unit, generally the
Company’s operating segments, are determined using various valuation techniques
with the primary technique being a discounted cash flow analysis. A discounted
cash flow analysis requires one to make various judgmental assumptions including
assumptions about future cash flows, growth rates, and discount rates. The
assumptions about future cash flows and growth rates are based on the Company’s
budget and long-term plans. Discount rate assumptions are based on an assessment
of the risk inherent in the respective reporting units. If the fair value of a
reporting unit exceeds its carrying amount, goodwill of the reporting unit is
considered not impaired and the second step of the impairment test is
unnecessary. If the carrying amount of a reporting unit exceeds its fair value,
the second step of the goodwill impairment test is performed to measure the
amount of impairment loss, if any. The second step of the goodwill impairment
test compares the implied fair value of the reporting unit’s goodwill with the
carrying amount of that goodwill. If the carrying amount of the reporting unit’s
goodwill exceeds the implied fair value of that goodwill, an impairment loss is
recognized in an amount equal to that excess. The implied fair value of goodwill
is determined in the same manner as the amount of goodwill recognized in a
business combination. That is, the fair value of the reporting unit is allocated
to all of the assets and liabilities of that unit (including any unrecognized
intangible assets) as if the reporting unit had been acquired in a business
combination and the fair value of the reporting unit was the purchase price paid
to acquire the reporting unit.





F-12




As of
December 31, 2007, the Company concluded that there was no impairment to the
carrying value of goodwill.





Commitments and
Contingencies:





Certain
conditions may exist as of the date the financial statements are issued, which
may result in a loss to the Company but which will only be resolved when one or
more future events occur or fail to occur. The Company’s management and its
legal counsel assess such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or unasserted claims that
may result in such proceedings, the Company’s legal counsel evaluates the
perceived merits of any legal proceedings or unasserted claims as well as the
perceived merits of the amount of relief sought or expected to be sought
therein.





If the
assessment of a contingency indicates that it is probable that a material loss
has been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s financial statements. If
the assessment indicates that a potentially material loss contingency is not
probable, but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the
range of possible loss if determinable and material, would be
disclosed.





Loss
contingencies considered remote are generally not disclosed unless they involve
guarantees, in which case the nature of the guarantee would be
disclosed.





Stock and Warrants Issued to
Third Parties




The
Company accounts for stock and warrants issued to third parties, including
customers, in accordance with the provisions of the Emerging Issues Task Force
(EITF) Issue No. 96-18, Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling Goods or Services. Under the provisions of EITF 96-18, if none of
the Company’s agreements have a disincentive for nonperformance, the Company
records a charge for the fair value of the stock and the portion of the warrants
earned from the point in time when vesting of the stock or warrants becomes
probable.




Stock-Based
Compensation





Effective
January 2, 2006, the Company adopted the provisions of SFAS No. 123 (revised
2004), “Share-Based Payment” (“SFAS No. 123(R)”).   SFAS No.
123(R) establishes accounting for stock-based awards exchanged for employee
services. Accordingly, stock-based compensation cost is measured at grant date,
based on the fair value of the award, and is recognized as expense over the
employee requisite service period. All of the Company’s stock compensation is
accounted for as an equity instrument. The Company elected to adopt the
modified-prospective application method as provided by SFAS No.
123(R).




Previous
to January 1, 2006, The Company applied Accounting Principles Board (“APB”)
Opinion No. 25, “Accounting for Stock Issued to Employees,” and related
interpretations and provided the required pro forma disclosures of SFAS No. 123,
“Accounting for Stock-Based Compensation.”




No
stock-based compensation has been capitalized in inventory due to the
immateriality of such amounts.




The
Company estimates the fair value of stock options using a Black-Scholes
valuation model, consistent with the provisions of SFAS No. 123 (R), SEC SAB No.
107 and the Company’s prior period pro forma disclosures of net loss, including
stock-based compensation (determined under a fair value method as prescribed by
SFAS No. 123).




F-13




Revenue
Recognition




Our most
common sale involves the integration of our software and a hardware
appliance.  The software is essential to the functionality of the
product.  We account for this revenue in accordance with Statement of
Position, or SOP, 97-2, Software Revenue Recognition,
as amended by SOP 98-9, Modification of SOP 97-2,
Software Revenue Recognition, With Respect to Certain Transactions, for
all transactions involving software. We recognize product revenue when all of
the following have occurred: (1) we have entered into a legally binding
arrangement with a customer resulting in the existence of persuasive evidence of
an arrangement; (2) when product title transfers to the customer as identified
by the passage of responsibility in accordance with Incoterms 2000;
(3) customer payment is deemed fixed or determinable and free of
contingencies and significant uncertainties; and (4) collection is
probable.




Our
product revenue consists of revenue from sales of our appliances and software
licenses. Product sales include a perpetual license to our software. Shipping
charges billed to customers are included in product revenue and the related
shipping costs are included in cost of product revenue.  Virtually all
of our sales include support services which consist of software updates and
customer support. Software updates provide customers access to a constantly
growing library of electronic internet traffic identifiers (signatures) and
rights to non-specific software product upgrades, maintenance releases and
patches released during the term of the support period. Support includes
internet access to technical content, telephone and internet access to technical
support personnel and hardware support.




Receipt
of a customer purchase order is the primary method of determining persuasive
evidence of an arrangement exists.


Delivery
generally occurs when product title has transferred as identified by the passage
of responsibility per the International Chamber of Commerce shipping term
(INCOTERMS 2000).  Our standard delivery terms are when product is
delivered to a common carrier from Procera, or its subsidiaries
(ex-works).  However, product revenue based on channel partner
purchase orders are recorded based on sell-through to the end user customers
until such time as we have established significant experience with the channel
partner’s ability to complete the sales process. Additionally, when we introduce
new products for which there is no historical evidence of acceptance history,
revenue is recognized on the basis of end-user acceptance until such history has
been established.




Since
our customer orders contain multiple items such as hardware, software, and
services which are delivered at varying times, we determine whether the
delivered items can be considered separate units of accounting as prescribed
under Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements
with Multiple Deliverables” (“EITF 00-21”).  EITF 00-21 states that
delivered items should be considered separate units of accounting if delivered
items have value to the customer on a standalone basis, there is objective and
reliable evidence of the fair value of undelivered items, and if delivery of
undelivered items is probable and substantially in our control.




In these
circumstances, we allocate revenue to each separate element based on its vendor
specific objective evidence of fair value (“VSOE”). VSOE of fair value for
elements of an arrangement is based upon the normal pricing and discounting
practices for those services when sold separately and for support and updates is
additionally measured by the renewal rate offered to the customer. Through
December 31, 2007, in virtually all of our contracts, the only elements
that remained undelivered at the time of product delivery were post contract
hardware and software support and unspecified software updates.




When we
are able to establish VSOE for all elements of the sales order we separate the
deferred items accordingly.  Revenue is recognized on the deferred
items using either the completed-performance or proportional-performance method
depending on the terms of the service agreement.  When the amount of
services to be performed in the last series of acts is so significant in
relation to the entire service contract, that performance is deemed not to have
occurred until the final act is completed or when there are acceptance
provisions based on customer-specified objectives.  Under these
conditions, we use the completed-performance method of revenue recognition which
is measured by the customer’s acceptance.  We use the
proportional-performance method of deferred revenue recognition when a service
contract specifies activities to be performed by the Company and those acts have
been repeatedly demonstrated to be within our core
competency.   Under this scenario, post contract support revenue
is recognized ratably over the life of the contract.  The majority of
the revenue associated with our post contract support and service contracts is
recognized under the proportional-performance method using the straight line
method with the revenue being earned over the life of the contract. If evidence
of the fair value of one or more undelivered elements does not exist, all
revenue is generally deferred and recognized when delivery of those elements
occurs or when fair value can be established. When the undelivered element for
which we do not have a fair value is support, revenue for the entire arrangement
is bundled and recognized ratably over the support period.




F-14




In
certain contracts, billing terms are agreed upon based on performance milestones
such as the execution of measurement test, a partial delivery or the completion
of a specified service.  Payments received before the unconditional
acceptance of a specific set of deliverables are recorded as deferred revenue
until the conditional acceptance has been waived.




Our fees
are typically considered to be fixed or determinable at the inception of an
arrangement, generally based on specific products and quantities to be
delivered. Substantially all of our contracts do not include rights of return or
acceptance provisions. To the extent that our agreements contain such terms, we
recognize revenue once the acceptance provisions or right of return lapses.
Payment terms to customers generally range from net 30 to 90 days. In the
event payment terms are provided that differ from our standard business
practices, the fees are deemed to not be fixed or determinable and revenue is
recognized when the payments become due, provided the remaining criteria for
revenue recognition have been met.




We assess
the ability to collect from our customers based on a number of factors,
including credit worthiness of the customer and past transaction history of the
customer. If the customer is not deemed credit worthy, we defer all revenue from
the arrangement until payment is received and all other revenue recognition
criteria have been met.





Deferred
Revenue





Our most
common sale includes a perpetual license for software, a hardware appliance
along with post contract support and unspecified updates.  Where the
VSOE of the future deliverable is identifiable, that revenue is initially
included in Deferred revenue and recognized ratably over the term of the
agreement on a straight-line basis.  If the VSOE of the future
deliverable is not identifiable, the total revenue is deferred and recognized
over the term of the agreement.  For the year ended December 31, 2007
deferred revenue totaled $957,891 and is included as “Deferred revenue” in the
accompanying Balance Sheet.





Shipping and Handling
Costs





The
Company includes shipping and handling costs associated with inbound and
outbound freight in costs of goods sold.





Research and
Development





Research
and development expenses include internal and external costs. Internal costs
include salaries and employment related expenses, prototype materials, initial
product certifications, equipment costs and allocated facility costs. External
expenses consist of costs associated with outsourced software development
activities.




Development costs incurred
in the research and development of new products, other than software, and
enhancements to existing products are expensed as incurred. Costs for the
development of new software products and enhancements to existing products are
expensed as incurred until technological feasibility has been established, at
which time any additional development costs would be capitalized in accordance
with SFAS 86, "Accounting for Costs of Computer Software To Be Sold, Leased, or
Otherwise Marketed." To date, the Company's software has been available for
general release shortly after the establishment of technological feasibility,
which the Company defines as a working prototype and, accordingly, capitalizable
costs have not been material.




Advertising
Costs





Advertising
costs are expenses as incurred. Advertising expenses were not significant for
the periods ended December 31, 2007 December 31, 2006 and January 1,
2006.





Income
Taxes





The
Company accounts for its income taxes using the Financial Accounting Standards
Board Statements of Financial Accounting Standards No. 109, “Accounting for
Income Taxes,” which requires the establishment of a deferred tax asset or
liability for the recognition of future deductible or taxable amounts and
operating loss and tax credit carryforwards. Deferred tax expense or benefit is
recognized as a result of timing differences between the recognition of assets
and liabilities for book and tax purposes during the year.





Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Deferred tax assets are recognized for
deductible temporary differences and operating loss, and tax credit
carryforwards. A valuation allowance is established, when necessary, to reduce
that deferred tax asset if it is “more likely than not” that the related tax
benefits will not be realized.





F-15




Comprehensive
Income





The
Company has adopted Statement of Financial Accounting Standards No. 130,
“Reporting Comprehensive Income,” which establishes standards for reporting
comprehensive income and its components in the financial statements.
Comprehensive income consists of net income and other gains and losses affecting
shareholders’ equity that, under generally accepted accounting principles are
excluded from net income. For the Company, such items consist primarily of
foreign currency translation gains and losses.





Foreign Currency
Translation




Financial
statements of foreign subsidiaries, located in Sweden and Australia, where the
local currency, Swedish Krona and Australian Dollar is the functional currency,
are translated into U.S. dollars using period-end exchange rates for assets and
liabilities and average exchange rates during the period for revenues and
expenses.  Cumulative translation adjustments associated with net assets or
liabilities are reported in non-owner changes in equity.  The foreign
currency translations  in non-owner equity  for the years
ended December 31, 2007 and 2006 were 62,480 and 14,381
respectively.





Cash at
the Netintact subsidiaries, was translated at exchange rates in effect at
December 31, 2007 and 2006, and its cash flows were translated at the average
exchange rates for the years then ended.  Changes in cash resulting from
the translations are presented as a separate item in the statements of cash
flows.





Registration Rights
Agreements





The
company’s management reviewed the Securities and Exchange Commission’s release
on December 1, 2005 entitled “current Accounting and Disclosure Issues in the
Division of Corporation Finance”.  The Company has determined that it
does not have a contingent liability in regards to the registration rights
agreements to which is a party.




Recent Accounting
Pronouncements





In
February 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for
Certain Hybrid Financial Instruments”.  SFAS No. 155 amends SFAS No 133,
“Accounting for Derivative Instruments and Hedging Activities”, and SFAS No.
140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities”.  SFAS No. 155, permits fair value
remeasurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation, clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of SFAS No. 133, establishes a requirement to evaluate interest in
securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation, clarifies that concentrations of credit risk
in the form of subordination are not embedded derivatives, and amends SFAS No.
140 to eliminate the prohibition on the qualifying special-purpose entity from
holding a derivative financial instrument that pertains to a beneficial interest
other than another derivative financial instrument.  This statement is
effective for all financial instruments acquired or issued after the beginning
of the Company’s first fiscal year that begins after September 15, 2006. The
Company has not yet determined the effect, if any, of SFAS No. 155 on its
financial position, operations or cash flows.





In
June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” (“FIN 48”), an interpretation of SFAS No. 109,
“Accounting for Income Taxes”.  FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a company’s financial statements and
prescribes a recognition threshold and measurement process for financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return.  FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition and will become effective for the Company for fiscal
years beginning after December 15, 2006.  The Company has not yet
determined the effect of FIN No. 48 on its financial position, operations or
cash flows.





In
September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”.  SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements.  It applies under other accounting pronouncements that
require or permit fair value measurements, the board having previously concluded
in those accounting pronouncements that fair value is the relevant measurement
attribute.  Accordingly, this statement does not require any new fair value
measurements.  This statement is effective for all financial instruments
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The Company has not yet determined the effect, if
any, of SFAS No. 157 on its financial position, operations or cash
flows.





F-16




In
February 2008, the FASB issued FSP 157-2 “Partial Deferral of the Effective Date
of Statement 157” (FSP 157-2). FSP 157-2 delays the effective date of SFAS No.
157, for all nonfinancial assets and nonfinancial liabilities, except those that
are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually) to fiscal years beginning after November 15,
2008. The Company is currently assessing the impact of SFAS No. 157-2 on the
Company’s consolidated statement of financial condition and results of
operations





In
September 2006, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 108 to address diversity in practice in quantifying financial
statement misstatements. SAB 108 requires that registrants quantify the impact
on the current year’s financial statements of correcting all misstatements,
including the carryover and reversing effects of prior years’ misstatements, as
well as the effects of errors arising in the current year. SAB 108 is effective
as of the first fiscal year ending after November 15, 2006, allowing a one-time
transitional cumulative effect adjustment to retained earnings as of January 1,
2006, for errors that were not previously deemed material, but are material
under the guidance in SAB No. 108. There was no impact on our consolidated
financial statements with respect to the adoption of SAB No. 108.




In
December 2007 the FASB issued SFAS No. 141R, Business Combinations, or
SFAS 141R. SFAS 141R establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree. The statement also provides guidance
for recognizing and measuring the goodwill acquired in the business combination
and determines what information to disclose to enable users of the financial
statement to evaluate the nature and financial effects of the business
combination. SFAS 141R is effective for financial statements issued for
fiscal years beginning after December 15, 2008. Accordingly, any business
combinations the Company engages in will be recorded and disclosed following
existing GAAP until January 1, 2009. The Company expects
SFAS No. 141R will have an impact on its consolidated financial
statements when effective, but the nature and magnitude of the specific effects
will depend upon the nature, terms and size of the acquisitions we consummate
after the effective date. The Company has not determined the impact of this
standard on its future consolidated financial statements.




In
February 2007, FASB issued SFAS 159, “The Fair Value Option for Financial Assets
and Financial Liabilities”.  SFAS No. 159 amends SFAS No. 115, “Accounting
for Certain Investments in Debt and Equity Securities”.  SFAS No. 159
permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective of SFAS No. 159 is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. SFAS No. 159 is
expected to expand the use of fair value measurement, which is consistent with
the Board’s long-term measurement objectives for accounting for financial
instruments. SFAS No. 159 applies to all entities, including not-for-profit
organizations. Most of the provisions of SFAS No. 159 apply only to entities
that elect the fair value option. However, the amendment to SFAS No. 115 applies
to all entities with available-for-sale and trading securities. Some
requirements apply differently to entities that do not report net income. 
This statement is effective as of the beginning of each reporting entity’s first
fiscal year that begins after November 15, 2007.  The Company has not yet
determined the effect of SFAS No. 159 on its financial position, operations or
cash flows.




In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS 160").
The standard changes the accounting for noncontrolling (minority) interests in
consolidated financial statements including the requirements to classify
noncontrolling interests as a component of consolidated stockholders’ equity,
and the elimination of "minority interest" accounting in results of operations
with earnings attributable to noncontrolling interests reported as part of
consolidated earnings. Additionally, SFAS 160 revises the accounting for both
increases and decreases in a parent’s controlling ownership interest. SFAS 160
is effective for fiscal years beginning after December 15, 2008, with early
adoption prohibited. Procera Networks is currently evaluating the
impact that the pending adoption of SFAS 160 will have on its financial
statements.




On
March 19, 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 (“SFAS No. 161”). SFAS No. 161 requires enhanced
disclosures about an entity’s derivative and hedging activities. These enhanced
disclosures will discuss (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. We have not determined the impact, if
any SFAS No. 161 will have on our consolidated financial
statements.




F-17




3.
            Merger with
      Netintact





On August
18, 2006, Procera acquired 100% of the outstanding stock of Netintact, AB.,
(“Netintact AB”), a Swedish software company.  At the time of its
acquisition by Procera, Netintact AB owned 51% of the outstanding shares of
Netintact PTY (“Netintact PTY”), an Australian company that distributed
Netintact AB’s products in Australia and Asia. On September 29, 2006, Procera
acquired the remaining 49% of the outstanding shares of Netintact PTY.
Netintact, AB’s and Netintact PTY’s results of operations have been included in
the consolidated financial statements since the date of acquisition. Procera
believes the Netintact companies were desirable and valuable merger partners due
to their strategic customer base, the technology incorporated into their
software products, and their success in penetrating their markets (Europe,
Australia and Asia).





Pursuant
to the terms of the Stock Exchange Agreement with the shareholders of Netintact,
Procera has committed up to 22,000,000 shares of common stock for the
acquisition.  19,000,000 shares were committed at the close of the
acquisition including 18,299,514 common shares and 700,486 warrants were
granted.  3,000,000 shares were committed based upon the attainment of
future milestones including 2,876,757 common shares and 123,243 incentive
warrants.  The fair value of common stock issued for the acquisitions,
excluding the incentive shares was $9,444,776. The value of the common shares
issued was determined based on the market price of the Company’s common shares
on the effective date of the acquisition. . In accordance with Statement of
Financial Accounting Standards No. 141, Business Combinations, the
Company did not accrue contingent consideration obligations prior to the
attainment of the objectives.  At December 31, 2007, the objectives had not
been fully accomplished and the future incentive share obligation
was cancelled.





The
following table presents the allocation of the acquisition cost, including
professional fees and other related acquisition costs, to the assets acquired
and liabilities assumed, based on their fair values:





Cash
      and cash equivalents
              
              $
              452,669Accounts
      receivable
              
              
              391,826Inventories
              
              
              129,041Other
      current assets
              
              
              71,235Property,
      plant, and equipment
              
              
              180,454Intangible
      assets
              
              
              11,119,000Goodwill
              
              
              960,209Total
      assets acquired
              
              
              13,304,434Accounts
      payable
              
              
              215,775Other
      current liabilities
              
              
              330,079Deferred
      revenue
              
              
              194,952Deferred
      tax liability related to amortizable intangible assets
              
              
              3,118,852Total
      liabilities assumed
              
              
              3,859,658Net
      assets acquired
              
              $
              9,444,776





Following
the closing of the Netintact AB and Netintact PTY acquisition transactions,
Procera obtained an independent third-party valuation of the intangible assets
contained therein.  The independent third-party valuation allocated the
total fair value of common stock for the two acquisitions to intangible assets
and net tangible assets.  Of the $12.1 million of acquired intangible
assets, $1.0 million was assigned to goodwill that is not subject to
amortization and the remaining $11.1 million of acquired intangible assets have
a weighted-average useful life of approximately 3 years. The intangible assets
that make up that amount include: product software of $4.6 million, management
information and related software of $2.2 million, and customer base of $4.3
million. The amounts allocated to the intangible assets are not expected to be
deductible for tax purposes.


During
the reporting period  ended October 1, 2006, we did not recognize the
effect of deferred tax liabilities resulting from the differences between
assigned values in the purchase price allocation and tax basis of assets
acquired and liabilities assumed in the purchase business combination of
Netintact as required under FAS109.30. The resulting effect to the Statements of
Operations and Cash Flows through the third quarter which ended October 1, 2006
were minimal and the associated adjustments have been made to the Balance Sheet
in Form 10-KSB for the fiscal year ended December 31, 2006.
 
 To avoid
a recurrence of this issue, we will engage a tax professional prior to
completing fair market valuation adjustments associated with future purchase
business combinations.


The
following (unaudited) pro forma financial information below summarized the
consolidated results of operations of Procera and the Netintact entities on a
pro forma basis as if the acquisitions had occurred on January 1,
2005.  The proforma information for 2005 includes acquisition related
costs, intangible amortization, and the combined results of the Procera and
Netintact.  The proforma information for 2006 includes additional
amortization costs for the preacquisition period and as well as the adjusted
consolidated results after the acquisition.





F-18





December
              31,
      2006
            
            
            December
              31,
      2005Sales
            
            $
            6,672,451
            
            
            $
            2,672,096Net
      income
            
            $
            (12,481,380
            )
            
            $
            (7,581,147
            )Net
      income per share—Basic and diluted
            
            $
            (0.17
            )
            
            $
            (0.17
            )Weighted
      average shares—Basic and diluted
            
            
            71,422,184
            
            
            
            45,829,876




The pro
forma information is presented for informational purposes only and is not
necessarily indicative of the results of operations that actually would have
been achieved had the acquisition been consummated as of that time, nor is it
intended to be a projection of future results.





4.
            Liquidity




Our
operating results will likely fluctuate from fiscal quarter to fiscal quarter,
and are difficult to predict.  Since our inception, we have relied on
private financings to fund our development and initial market
penetration.   We may require additional debt or equity financing
until such time as our operations become self funding.  There can be
no assurance that any new debt or equity financing could be successfully
consummated. The financial statements do not include any adjustments relating to
the recoverability and classification of the recorded asset amounts and
classification of liabilities that might result from the outcome of this
uncertainty.


We have
sustained recurring losses and negative cash flows from
operations.  Over the past year, our growth has been funded through
private equity financing.  As of December 31, 2007, we had $5.9 million of
unrestricted cash and cash equivalents.  During 2007, we obtained
equity financing through a private investor placement of equity.  The
Company has experienced and continues to experience negative cash flows from
operations, as well as an ongoing requirement for additional investment in
operations.  However, at December 31, 2007, our accumulated deficit is
$37.8 million and we have sustained an operating cash flow deficiency of $26.3
million since inception. Our ability to achieve continued and sustainable
profitability is uncertain and is dependant on a number of factors. For a
discussion of some of the risks and uncertainties affecting our business, see
Item 1A “Risk Factors” of this Annual Report on Form 10-K. Our
operating results will likely fluctuate from fiscal quarter to fiscal quarter,
and are difficult to predict.  Since our inception, we have relied on
private financings to fund our development and initial market
penetration.   We may require additional debt or equity financing
until such time as our operations become self funding.  We expect that
we will need to raise additional capital to accomplish our business plans. There
can be no assurance as to the availability or terms upon which such equity or
debt financing might be available.





5.
            Intangible
      Assets





Effective
September 29, 2006, the Company completed the purchase of Netintact AB and
Netintact PTY, a privately held software company. The assets acquired included
approximately $11.1 million of intangible assets, other than goodwill. Of the
$11.1 million of acquired intangible assets, $4.3 million was assigned to
customer lists, $2.2 million to management information and software, and $4.6
million to product software.  These intangible assets are subject to
amortization. The $11.1 million of acquired intangible assets have an average
useful life of approximately 3 years.




Intangible
assets consist of the following at December 31, 2007:





Gross
            
            
            
            NetIntangible
            
            Accumulated
            
            IntangibleAssets
            
            Amortization
            
            AssetsNetintact
      customer base
            
            $
            4,317,000
            
            
            $
            (1,913,595
            )
            
            $
            2,403,405Netintact
      product software
            
            
            4,578,000
            
            
            
            (2,034,667
            )
            
            
            2,543,333Netintact
      MI & related software
            
            
            2,224,000
            
            
            
            (985,832
            )
            
            
            1,238,168Total
      intangible assets
            
            $
            11,119,000
            
            
            $
            (4,934,094
            )
            
            $
            6,184,906





6.
            Other
      Balance Sheet Details








Accounts
      receivableDecember
      31,
            
            
            December
      31,2007
            
            
            2006Accounts
      receivable
            
            $
            2,060,334
            
            
            $
            1,172,842Less;
      Allowance for doubtful accounts
            
            
            (241,062
            )
            
            
            (11,672
            )Accounts
      receivable, net
            
            $
            1,819,272
            
            
            $
            1,161,170




F-19




InventoryDecember
      31,
            
            
            December
      31,2007
            
            
            2006Raw
      materials and purchased parts
            
            $
            292,825
            
            
            $
            37,871Work
      in process
            
            
            21,287
            
            
            
            -Finished
      goods
            
            
            1,062,398
            
            
            
            340,300Reserves
            
            
            (56,488
            )
            
            
            (118,964
            )Inventory,
      net
            
            $
            1,320,022
            
            
            $
            259,207





Prepaid expenses and
      other current assetsDecember
      31,
            
            
            December
      31,2007
            
            
            2006Prepaid
      Investor relations services
            
            $
            326,040
            
            
            $
            160,420Prepaid
      insurance premiums
            
            
            73,652
            
            
            
            32,244Prepaid
      software licenses
            
            
            8,711
            
            
            
            27,085Prepaid
      rent
            
            
            20,696
            
            
            
            12,562Prepaid
      vehicle lease
            
            
            
            
            
            
            6,723Prepaid
      equipment lease
            
            
            7,308
            
            
            
            3,676Prepaid
      maintenance
            
            
            14,278
            
            
            
            2,162Other
      prepaid expenses
            
            
            69,452
            
            
            
            39,353Total
      prepaid expenses and other current assets
            
            $
            520,137
            
            
            $
            284,225





Property and
      equipmentDecember
      31,
            
            
            December
      31,2007
            
            
            2006Tooling
      and test equipment
            
            $
            736,439
            
            
            $
            305,623Office
      equipment
            
            
            64,170
            
            
            
            39,385Computer
      equipment
            
            
            256,850
            
            
            
            199,057Software
            
            
            6,856,063
            
            
            
            6,842,368Vehicle
            
            
            75,877
            
            
            
            -Furniture
      and fixtures
            
            
            26,502
            
            
            
            17,830Total
            
            
            8,015,901
            
            
            
            7,404,263Less:
      accumulated depreciation & amortization
            
            
            (3,539,677
            )
            
            
            (1,073,315
            )Property
      and equipment, net
            
            $
            4,476,224
            
            
            $
            6,330,948





Other
      assetsDecember
      31,
            
            
            December
      31,2007
            
            
            2006Netintact
      customer base
            
            $
            3,832,581
            
            
            $
            3,832,581Goodwill
            
            
            960,209
            
            
            
            960,209Security
      deposit - HR and payroll services
            
            
            -
            
            
            
            50,615Security
      deposit - Sales taxes collateral
            
            
            30,000
            
            
            
            30,000Security
      deposit - Facility lease
            
            
            17,805
            
            
            
            15,304Total
      other assets
            
            
            4,840,595
            
            
            
            4,888,709Less:
      Accumulated amortization
            
            
            (1,913,595
            )
            
            
            (474,595
            )Total
      other assets
            
            $
            2,927,000
            
            
            $
            4,414,114




F-20




Accrued
      liabilitiesDecember
      31,
            
            
            December
      31,2007
            
            
            2006Payroll
      and related expenses
            
            $
            620,191
            
            
            $
            371,762Sales
      Commission
            
            
            299,926
            
            
            
            10,111Accrued
      audit, tax & legal fees
            
            
            196,000
            
            
            
            123,022Contingent
      warranty liability
            
            
            64,864
            
            
            
            20,950VAT  and
      sales taxes
            
            
            81,074
            
            
            
            45,497Income
      taxes accrued
            
            
            59,101
            
            
            
            44,880Received
      not invoiced
            
            
            211,606
            
            
            
            -Other
      accrued expenses
            
            
            40,213
            
            
            
            40,721Total
      accrued liabilities
            
            $
            1,572,975
            
            
            $
            656,943








7.
            Commitments and
Contingencies





Leases




Our
headquarters are located in  Los Gatos, California, 95032.  On
November 14, 2007 we extended our current lease for 5 years.  As a
result of the extension, we have a 73-month lease starting from June 1, 2005 and
the monthly rent ranges from $12,949 per month for the first year to $19,424
during the last year.  The Swedish headquarters of Netintact is
located in Varberg, Sweden.  We have a 36 month lease starting
from May 31, 2005 and the rent is $5,612 per month for 331 square meters. The
Swedish headquarters is moving to its new facility also in Varberg, Sweden
in April 2008.  The lease will be for 60 months and the rent is
$12,230 per month for 689 square meters. Netintact PTY leases 55 square
meters in  Melbourne VIC 3004, Australia; the lease is for 12 months
starting July 1, 2007 with a monthly payment of $1,592.





As of
December 31, 2007, Procera had obligations for leased equipment from various
sources as shown below.  Interest rates on such debt range from 9% to
10%. Procera also leases office space and equipment under non-cancelable
operating and capital leases with various expiration dates through
2012.





As of
December 31, 2007, future minimum lease payments that come due in the current
and following fiscal years ending December 31 are as follows:





Capital
      Leases
            
            
            Operating
      Leases2008
            
            
            33,867
            
            
            
            329,0532009
            
            
            14,082
            
            
            
            369,2522010
            
            
            11,658
            
            
            
            376,3142011
            
            
            11,658
            
            
            
            263,3042012
      and thereafter
            
            
            31,105
            
            
            
            183,450Total
      minimum lease payments
            
            
            102,370
            
            
            $
            1,521,373Less:
      Amount representing interest
            
            
            5,731Present
      value of minimum lease payments
            
            
            96,639Less:
      Current portion
            
            
            33,867Obligations
      under capital lease, net of current portion
            
            $
            62,772




8.
              Notes
      Payable
  On
November 29, 2005, the Company received loan proceeds of $90,000 from Cagan
McAfee Capital Partners, a related party, and issued a promissory note in that
amount, bearing interest of 6% per annum, and maturing on April 1, 2006. This
loan, together with accrued interest of $562, was paid in full on January 6,
2006.
 
 On
December 13, 2005, the Company received loan proceeds of $150,000 from Laird
Cagan, a related party who is a partner with Chadbourn Securities, Inc., and
issued a promissory note in that amount, bearing interest of 6% per annum, and
maturing on April 1, 2006. On February 28, 2006, Mr. Cagan requested that
$130,000 of the loan principal owed to him by the Company be converted to a
purchase of 325,000 shares of the Company’s common stock in conjunction with the
private placement sales of the Company’s common stock that closed on that date.
The remaining loan principal of $20,000, together with accrued interest of
$1,971, was paid in full by the Company on March 22, 2006.
 
 At
December 31, 2006, the Company has no long-term or convertible debt
outstanding.


9.
            Guarantees





Indemnification
Agreements





The
Company enters into standard indemnification arrangements in our ordinary course
of business. Pursuant to these arrangements, the Company indemnifies, holds
harmless, and agrees to reimburse the indemnified parties for losses suffered or
incurred by the indemnified party, generally our business partners or customers,
in connection with any U.S. patent, or any copyright or other intellectual
property infringement claim by any third party with respect to our products. The
term of these indemnification agreements is generally perpetual anytime after
the execution of the agreement. The maximum potential amount of future payments
the Company could be required to make under these agreements is unlimited. The
Company has never incurred costs to defend lawsuits or settle claims related to
these indemnification agreements. As a result, the Company believes the
estimated fair value of these agreements is minimal.





F-21




The
Company has entered into indemnification agreements with its directors and
officers that may require the Company: to indemnify its directors and officers
against liabilities that may arise by reason of their status or service as
directors or officers, other than liabilities arising from willful misconduct of
a culpable nature; to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified; and to obtain
directors’ and officers’ insurance if available on reasonable terms, which the
Company currently has in place.





Product
Warranty





The
Company warrants its products for a specific period of time, generally twelve
months, against material defects. The Company provides for the estimated future
costs of warranty obligations in cost of sales when the related revenue is
recognized.  The accrued warranty costs represent the best estimate at the
time of sale of the total costs that the Company expects to incur to repair or
replace product parts, which fail while still under warranty.  The amount
of accrued estimated warranty costs are primarily based on current information
on repair costs.  The Company periodically reviews the accrued balances and
updates the historical warranty cost trends.  The following table reflects
the change in the Company’s warranty accrual during the year ended December 31,
2007 and 2006:





Fiscal
      year endedDec
      31, 2007
            
            Dec
      31, 2006Warranty
      accrual, beginning of period
            
            $
            20,950
            
            $
            14,237Charged
      to cost of sales
            
            
            54,128
            
            
            6,713Warranty
      expenditures
            
            
            (10,214
            )Warranty
      accrual, end of period
            
            $
            64,864
            
            $
            20,950








10.
            Stockholders
      Equity


Common
Stock
  In
January 2005, the company issued 5,762,500 shares based on a private placement
subscribed in December 2004.
 
 During
2005, the company issued 884,938 shares upon the exercise of common stock
warrants.
 
 In March
2005, the Company issued 17,473 shares of common stock to a charity
organization.
 
 In
November 2005, the Company issued 165,000 common shares with a fair value of
$84,150 as consideration for 18 months of investor relations services which
commenced in December 2005.
  On
February 28, 2006, the Company closed private placement sales of 15,000,025
shares of its common stock at $0.40 per share to thirty-three institutional and
other accredited investors, and received cash proceeds of $5,517,469, net of
direct transaction costs of $482,541.  In addition, warrants to purchase
1,500,000 shares of the Company’s common stock at $0.40 per share with a
fair value of $712,315was issued to placement agents as compensation for
their services in completing the private placement.
 
 On August
18, 2006, as part of the agreement to acquire all the outstanding shares of
Netintact AB (a Swedish corporation) the Company agreed to exchange
15,713,513 shares of its common stock and 1,826,000 shares held in escrow.
(notes)
 
 On
September 29, 2006, the Company agreed to exchange 760,000 shares of its common
stock, for 49% of the outstanding shares of Netintact PTY Ltd. (an Australian
corporation).  Because 51% of the outstanding shares of Netintact PTY were
previously owned by Netintact AB, the Company now controls all of the
outstanding shares of Netintact PTY. (notes)
 
 On
November 30, 2006, the Company completed private placement sales of 5,100,000
shares of its common stock at $1.00 per share to fifteen institutional and
accredited investors, and received cash proceeds of $4,840,359, net of financing
expenses of $259,641.  In addition, investors were issued warrants to
purchase 1,020,000 shares of the Company’s common stock with a fair value of
$1,319,607 (representing 20% of shares purchased in the private placement) at
$1.50 per share and warrants to purchase 1,530,000 shares of the Company’s
common stock at $1.50 per share with a fair value of $1,797,410 were issued
to placement agents as compensation for their services in completing the private
placement.
 In
January 2006, the Company issued 825,000 shares with a fair value of $577,500 as
consideration for 18 months of investor relations services which commenced in
December 2005.
 
 During
2006, the Company issued 80,000 shares upon the exercise of
warrants.


On July
17, 2007, the Company closed a private placement sale of 3,999,750 shares of its
common stock at $2.00 per share to 66 institutional and other accredited
investors and received cash proceeds of $7,488,635, net of financing expenses of
$510,865.  In addition, placement agent warrants to purchase 199,988
shares (fair value of $510,587) were issued as compensation for their
services.


F-22




During
2007, the company issued 1,323,410 shares upon the exercise of common stock
options and warrants.


In June
2007, the company issued 247,500 shares with a fair value of $610,090 as
consideration for 12 months of investor relations services
 
 In August
2007, the company issued 72,727 shares of common stock with a fair value of
$120,000 as consideration for placement agent services in connection with our
November 2006 private placement financing.
 
 Warrants
  (Footnotes
correspond to the warrant table below)
  On
February 23, 2005, the Company issued warrants to purchase 100,000 shares of our
common stock with an exercise price of $1.78 per share to an independent sales
representative.  The warrant was considered earned upon the successful
completion of a sale, payment and other factors.  Due to the
conditions of earning the warrant, the fair value was determined to be $0.
(1)
 
 On April
13, 2005 the Company issued warrants to purchase 10,000 shares of our common
stock with an exercise price of $1.86 per share and a fair value of $14,854 to a
Company director as compensation for completing an equity raising event in
December 2004. (2)
 
 On May
12, 2005 the Company issued warrants to purchase 25,000 shares of our common
stock with an exercise price of $1.22 per share and a fair value of $22,569 to
an independent representative as compensation for assisting in securing a
facility lease. (3)
 
 On June
14, 2005 the Company issued warrants to purchase 75,000 shares of our common
stock with an exercise price of $1.42 per share and a fair value of $71,801 to a
director of the Company as partial compensation for successfully directing an
equity raising event. (4)
 
 On
September 13, 2005 the Company issued warrants to purchase 15,000 shares of our
common stock at a price of $0.68 and a fair value of $6,600  to a
independent consultant for product specification and definition services.
(5)
 
 In
conjunction with the closing of private placement sales of common stock on
February 28, 2006, warrants to purchase 1,500,000 shares of the Company’s common
stock at $0.40 per share with a fair value of  $712,315 were issued to
placement agents as compensation for their services in completing the private
placement. (6)
 
 On August
2, 2004, warrants to purchase 400,000 shares of the Company’s common stock at
$1.40 per share with a fair value of $448,495 were issued to an investor
relations firm as compensation to perform investor relations services on behalf
of the Company during 2004. On August 2, 2006, the subject warrants were
cancelled and replacement warrants to purchase a total of 400,000 shares of the
Company’s common stock at $1.40 per share were issued to said investor relations
firm and one of its employees. (7)
 
 In
conjunction with the its agreement to acquire all of the outstanding shares of
Netintact AB (a Swedish corporation), the Company agreed to issue warrants as of
the August 18, 2006 acquisition date to purchase 702,486 shares of the Company’s
common stock at a price of $0.60 per share and to issue warrants upon successful
completion of operating milestones to purchase 123,243 shares of the Company’s
common stock at a price of $0.60 per share. Said warrants are not exercisable
until the Company’s common stock has reached a market value of $2.00 or more and
sustains that value for 90 consecutive trading days. On December 12, 2006, the
Company’s stock closed with a market value of $2.06 per share and has remained
above $2.00 per share since that date. (8)
 
 On
November 30, 2006, the Company completed private placement sales of 5,100,000
shares of its common stock at $1.00 per share to fifteen institutional and
accredited investors, and received cash proceeds of $4,840,359, net of financing
expenses of $259,641. In addition, investors were issued warrants to purchase
1,020,000 shares of the Company’s common stock (representing 20% of shares
purchased in the private placement) at $1.50 per share and warrants to purchase
360,000 shares of the Company’s common stock at $1.00 per share were issued to
private placement agents as compensation for their services in completing the
private placement. (9)
 
 On
January 24, 2007, we granted 115,000 warrants to purchase common stock at $2.14
per share and a fair value of  $169,814 in exchange for independent
contractor Sales services.(10)
 
 In
conjunction with the closing of a private placement sale of common stock on June
17, 2007, we issued 199,998 warrants to purchase common stock with a fair value
of $510,587  to placement agents as compensation for their services.
The warrant quantity was approximately 5% of the shares purchased from the
company with a strike price of $2.00, equivalent to the price shareholders
paid.(11)
 
 On July
31, 2007 we issued warrants to purchase our common stock at $1.12 and a fair
value of $132,328 in exchange for public relations services
performed.(12)


F-23




At
December 31, 2007, warrants to purchase 7,714,407 shares of common stock are
outstanding. The following table sets forth the key terms of these outstanding
warrants:
 Date
      of Grant
                
                Underlying
      Security
                
                Shares
      Outstanding
                
                Vesting
      of Grant
                
                Expiration
      Date
                
                
                Weighted
      Average Exercise Price
                
                Reason
      for Grant of WarrantsDec-02
                
                Common
      stock
                
                201,268
                
                Milestones
                
                Jun-07
                
                $
                0.01
                
                Customer
      baseJun-03
                
                Common
      stock
                
                50,000
                
                Immediate
                
                Jun-08
                
                $
                0.75
                
                Raising
      capitalJun-03
                
                Common
      stock
                
                50,000
                
                Immediate
                
                Jun-08
                
                $
                0.50
                
                Legal
      servicesDec-04
                
                Common
      stock
                
                1,560,706
                
                Immediate
                
                Jul-08
                
                $
                1.25
                
                Raising
      capitalDec-04
                
                Common
      stock
                
                1,729,453
                
                Immediate
                
                Jul-08
                
                $
                1.37
                
                Raising
      capitalFeb-05
                
                Common
      stock
                
                100,000
                (1)
                Based
      on sales performance
                
                Feb-10
                
                $
                1.78
                
                Sales
      servicesApr-05
                
                Common
      stock
                
                10,000
                (2)
                Immediate
                
                Apr-08
                
                $
                1.86
                
                Raising
      capitalMay-05
                
                Common
      stock
                
                25,000
                (3)
                Immediate
                
                Jul-08
                
                $
                1.42
                
                Real
      estate servicesJun-05
                
                Common
      stock
                
                75,000
                (4)
                Milestones
                
                Jun-08
                
                $
                1.42
                
                Strategic
      investmentSep-05
                
                Common
      stock
                
                15,000
                (5)
                Milestones
                
                Jun-08
                
                $
                0.68
                
                Sales
      servicesFeb-06
                
                Common
      stock
                
                1,163,875
                (6)
                Immediate
                
                Jul-08
                
                $
                0.40
                
                Raising
      capitalAug-06
                
                Common
      stock
                
                400,000
                (7)
                Immediate
                
                Aug-08
                
                $
                1.40
                
                Investor
      relationsAug-06
                
                Common
      stock
                
                569,107
                (8)
                Immediate
                
                Aug-11
                
                $
                0.60
                
                Acquisition
      of a CompanyNov-06
                
                Common
      stock
                
                1,380,000
                (9)
                Immediate
                
                Jan-11
                
                $
                1.50
                
                Raising
      capitalJan-07
                
                Common
      Stock
                
                115,000
                (10)
                Immediate
                
                Jan-10
                
                $
                2.14
                
                Sales
      servicesJul-07
                
                Common
      Stock
                
                199,998
                (11)
                Immediate
                
                Jul-12
                
                $
                2.00
                
                Raising
      capitalJul-07
                
                Common
      Stock
                
                70,000
                (12)
                Immediate
                
                July-10
                
                $
                1.12
                
                Investor
      relations7,714,407


The
exhibit below defines the outstanding warrants as of December 31, 2007 by
exercise price and the average contractual life before expiration.





Weighted
      AverageRemainingExercise
            
            Number
            
            Contractual
      Life
            
            NumberPrice
            
            Outstanding
            
            (Years)
            
            Exercisable$
            0.01
            
            
            201,268
            
            
            4.5
            
            
            201,2680.40
            
            
            1,163,875
            
            
            2.4
            
            
            1,163,8750.50
            
            
            50,000
            
            
            5.0
            
            
            50,0000.60
            
            
            569,107
            
            
            5.0
            
            
            569,1070.68
            
            
            15,000
            
            
            2.8
            
            
            15,0000.75
            
            
            50,000
            
            
            5.0
            
            
            50,0001.12
            
            
            70,000
            
            
            3.0
            
            
            70,0001.25
            
            
            1,560,706
            
            
            3.6
            
            
            1,560,7061.37
            
            
            1,729,453
            
            
            3.6
            
            
            1,729,4531.40
            
            
            400,000
            
            
            2.0
            
            
            400,0001.42
            
            
            100,000
            
            
            3.2
            
            
            100,0001.50
            
            
            1,380,000
            
            
            4.2
            
            
            1,380,0001.78
            
            
            100,000
            
            
            5.0
            
            
            100,0001.86
            
            
            10,000
            
            
            3.0
            
            
            10,0002.00
            
            
            199,998
            
            
            5.0
            
            
            199,9982.14
            
            
            115,000
            
            
            3.0
            
            
            115,0007,714,407
            
            
            3.6
            
            
            7,714,407





F-24




Stock Option
Plans





In August
2003 and October 2004 our board of directors and stockholders adopted the 2003
Stock Option Plan and 2004 Stock Option Plan, respectively (collectively
referred to as the “Plan”). The number of shares available for options under the
2003 Plan and 2004 Plan, as amended, is 2,500,000 and 5,000,000, respectively.
 The following description of our Plan is a summary and qualified in our
entirety by the text of the Plan.  The purpose of the Plan is to enhance
our profitability and stockholder value by enabling us to offer stock based
incentives to employees, directors and consultants.  The Plan authorizes
the grant of options to purchase shares of our common stock to employees,
directors and consultants. Under the Plan, we may grant incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986 and
non-qualified stock options. Incentive stock options may only be granted to our
employees.





The
number of shares available for options under the Plan is
7,500,000.  As of December 31, 2007, 714,357 shares were available for
future grants. The options under the Plan vest over varying lengths of time
pursuant to various option agreements that we have entered into with the
grantees of such options. The Plan is administered by the board of directors.
Subject to the provisions of the Plan, the board of directors has authority to
determine the employees, directors and consultants who are to be awarded options
and the terms of such awards, including the number of shares subject to such
option, the fair market value of the common stock subject to options, the
exercise price per share and other terms.





Incentive
stock options must have an exercise price equal to at least 100% of the fair
market value of a share on the date of the award and generally cannot have a
duration of more than 10 years.  If the grant is to a stockholder holding
more than 10% of our voting stock, the exercise price must be at least 110% of
the fair market value on the date of grant. Terms and conditions of awards are
set forth in written agreements between us and the respective option holders.
 Awards under the Plan may not be made after the tenth anniversary of the
date of our adoption but awards granted before that date may extend beyond that
date.





Optionees
have no rights as stockholders with respect to shares subject to option prior to
the issuance of shares pursuant to the exercise thereof.  An option becomes
exercisable at such time and for such amounts as determined by the board of
directors.  An optionee may exercise a part of the option from the date
that part first becomes exercisable until the option expires.  The purchase
price for shares to be issued to an employee upon his exercise of an option is
determined by the board of directors on the date the option is granted.
 The Plan provides for adjustment as to the number and kinds of shares
covered by the outstanding options and the option price therefore to give effect
to any stock dividend, stock split, stock combination or other
reorganization.




The
following table summarizes activity under the equity incentive plans for the
three years ended December 31, 2007:




Shares
      Available
                For
      Grant
              
              
              Number
      of
                Options
                Outstanding
              
              
              Weighted
                Average
                Exercise
                Price
              
              
              Weighted
                Remaining
                Contractual
                Life
      (in years)
              
              
              Aggregate
                Intrinsic
                ValueBalance
      at January 2, 2005
              
              
              1,827,000
              
              
              
              3,173,000
              
              
              $
              1.41Authorized
              
              
              2,500,000
              
              
              
              -
              
              
              
              -Granted
              
              
              (1,263,000
              )
              
              
              1,263,000
              
              
              
              1.27Exercised
              
              
              -
              
              
              
              -
              
              
              
              -Cancelled
              
              
              519,030
              
              
              
              (519,030
              )
              
              
              1.36Balance
      at January 1, 2006
              
              
              3,583,030
              
              
              
              3,916,970
              
              
              $
              1.38Authorized
              
              
              -
              
              
              
              -
              
              
              
              -Granted
              
              
              (4,185,000
              )
              
              
              4,185,000
              
              
              
              0.86Exercised
              
              
              -
              
              
              
              -
              
              
              
              -Cancelled
              
              
              2,618,186
              
              
              
              (2,618,186
              )
              
              
              1.44Balance
      at December 31, 2006
              
              
              2,016,216
              
              
              
              5,483,784
              
              
              $
              0.96Authorized
              
              
              -
              
              
              
              -
              
              
              
              -Granted
              
              
              (1,990,000
              )
              
              
              1,990,000
              
              
              
              2.33Exercised
              
              
              -
              
              
              
              (110,480
              )
              
              
              0.75Cancelled
              
              
              688,141
              
              
              
              (688,141
              )
              
              
              1.00Balance
      at December 31, 2007
              
              
              714,357
              
              
              
              6,675,163
              
              
              $
              1.37
              
              
              
              8.70
              
              
              $
              2,366,153Options
      vested and expected to vest at December 31, 2007
              
              
              
              
              
              
              6,138,611
              
              
              $
              1.35
              
              
              
              8.52
              
              
              $
              2,225,293Options
      vested and exercisable atDecember
      31, 2007
              
              
              
              
              
              
              3,098,147
              
              
              $
              1.14
              
              
              
              8.01
              
              
              $
              1,427,087




F-25




The
weighted average grant date fair value of options granted during the fiscal year
ended December 31, 2007 and December 31, 2006 was $1.92 and $0.74, respectively.
The total fair value of shares vested during the year ended December 31, 2007
and December 31, 2006 was $1,787,898 and $1,374,836, respectively. The total
fair value of shares forfeited and cancelled for the fiscal year ended December
31, 2007 and 2006 was $563,932 and $3,831,217 respectively.





The
number of unvested shares as of December 31, 2007 and 2006 was 3,577,016 and
4,366,782  respectively and the weighted average grant date fair value
of nonvested shares as of December 31, 2007 and 2006 was $1.30 and
$0.73  respectively. The total compensation cost of $3,960,244 for
nonvested shares is expected to be recognized over the next 2.8 years on a
weighted average basis.





The
options outstanding and exercisable at December 31, 2007 were in the following
exercise price ranges:


Options
      Outstanding
              
              
              Options
      Vested and ExercisableAt
      December 31, 2007
              
              
              At
      December 31, 2007Weighted
      Average
              
              
              Weighted
              
              
              
              
              
              Weighted
      Average
              
              
              WeightedRemaining
              
              
              Average
              
              
              
              
              
              Remaining
              
              
              AverageNumber
              
              
              Contractual
              
              
              Exercise
              
              
              Number
              
              
              Contractual
              
              
              ExerciseOutstanding
              
              
              Life
      (Years)
              
              
              Price
              
              
              Outstanding
              
              
              Life
      (Years)
              
              
              Price$
              0.45
      - $0.69
              
              
              
              1,722,222
              
              
              
              9.1
              
              
              $
              0.60
              
              
              
              990,972
              
              
              
              8.4
              
              
              $
              0.55$
              0.70
      - $1.19
              
              
              
              2,196,941
              
              
              
              8.0
              
              
              $
              0.98
              
              
              
              1,240,973
              
              
              
              7.6
              
              
              $
              0.93$
              1.20
      - $3.35
              
              
              
              2,756,000
              
              
              
              9.0
              
              
              $
              2.19
              
              
              
              866,202
              
              
              
              8.0
              
              
              $
              2.136,675,163
              
              
              
              8.7
              
              
              $
              1.37
              
              
              
              3,098,147
              
              
              
              8.0
              
              
              $
              1.14





11.
            Stock-Based
      Compensation





Effective
January 2, 2006, the Company adopted the provisions of SFAS No. 123 (R),
“Share-Based Payment.” SFAS No. 123(R) establishes accounting for stock-based
awards exchanged for employee services.  Accordingly, stock-based
compensation cost is measured at grant date, based on the fair value of the
award, and is recognized as expense over the employee requisite service period.
 All of the Company’s stock compensation is accounted for as an equity
instrument.  The Company previously applied Accounting Principles Board
(“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related
interpretations and provided the required pro forma disclosures of SFAS No. 123,
“Accounting for Stock-Based Compensation.”





F-26




The
Company elected to adopt the modified-prospective application method as provided
by SFAS No. 123(R).  The effect of recording stock-based compensation for
the fiscal years ended December 31, 2007 and 2006 and the allocation to expense
under SFAS No. 123(R) was as follows:





Year
      EndedDecember
      31,
            
            December
      31,2007
            
            2006Stock-based
      compensation from employee stock options
            $
            1,972,275
            
            $
            1,168,611Tax
      effect on stock-based compensation
            
            
            
            
            -Net
      effect on net loss
            $
            1,972,275
            
            $
            1,168,611Effect
      on basic and diluted net loss per share
            $
            0.03
            
            $
            0.02





Year
      EndedDecember
      31, 2007
            
            
            December
      31, 2006Cost
      of goods sold
            
            $
            23,310
            
            
            $
            16,274Research
      and Development
            
            
            473,692
            
            
            
            771,585Selling,
      general and administrative
            
            
            1,475,273
            
            
            
            380,752Stock
      based compensation before income taxes
            
            
            1,972,275
            
            
            
            1,168,611Income
      tax benefitTotal
      stock-based compensation expenses after income taxes
            
            $
            1,972,275
            
            
            $
            1,168,611





No
stock-based compensation has been capitalized in inventory due to the
immateriality of such amounts.




The
Company estimates the fair value of stock options using a Black-Scholes
valuation model, consistent with the provisions of SFAS No. 123 (R), SEC SAB No.
107 and the Company’s prior period pro forma disclosures of net loss, including
stock-based compensation (determined under a fair value method as prescribed by
SFAS No. 123). The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option valuation model and the straight-line
attribution approach.





The
weighted average assumptions used for 2007 and 2006 are as
follows:


Year
      EndedDecember
      31,
            
            December
      31,2007
            
            2006Risk
      free interest rate
            
            
            3.59%
      - 5.02
            %
            
            
            4.64%
      - 5.02
            %Expected
      life of option
            
            5.25
      – 7.00 years
            
            
            6.0
      – 6.25 yearsExpected
      dividends
            
            
            0
            %
            
            
            0
            %Volatility
            
            
            93%
      - 102
            %
            
            
            110
            %




The
dividend yield of zero is based on the fact that the Company has never paid cash
dividends and has no present intention to pay cash dividends. Expected
volatility is based on historical volatility of the Company’s common stock. The
risk-free interest rates are taken from the 3-year and 7-year daily constant
maturity rate as of the grant dates as published by the Federal Reserve Bank of
St. Louis and represent the yields on actively traded Treasury securities for
comparable to the expected term of the options. The expected life of the options
granted in 2007 is calculated using the simplified method which uses the
midpoint between the vesting period and the contractual grant date.





Prior
to the Adoption of SFAS No. 123(R)





Prior to
the adoption of SFAS No. 123 (R), the Company provided the disclosures required
under SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by
SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and
Disclosures.” The Company recorded employee stock-based compensation for the
twelve months ended January 1, 2006 for options granted to employees with a
market value of the underlying common stock greater than exercise price on the
date of grant.





F-27




The
pro-forma information for the fiscal year ended January 1, 2006 was as
follows:




January
      1, 2006Net
      loss as reported
            
            $
            (6,738,915
            )Add:
      Stock-based employee compensation expense included in reported net loss,
      net of related tax effects
            
            
            429,386Deduct;
      Total stock-based employee compensation expense determined under fair
      value based method for all awards, net of related tax
    effects
            
            
            (1,412,246
            )Pro
      forma net loss
            
            $
            (7,721,775
            )Earnings
      per share basic and diluted:
            
            $
            (0.22
            )Pro
      Forma
            
            $
            (0.25
            )





12.
            Related
      party transaction








On
November 29, 2005, the Company received loan proceeds of $90,000 from Cagan
McAfee Capital Partners, a related party, and issued a promissory note in that
amount, bearing interest of 6% per annum, and maturing on April 1, 2006. This
loan, together with accrued interest of $562, was paid in full on January 6,
2006.





On
December 13, 2005, the Company received loan proceeds of $150,000 from Laird
Cagan, a related party who is a partner with Chadbourn Securities, Inc., and
issued a promissory note in that amount, bearing interest of 6% per annum, and
maturing on April 1, 2006. On February 28, 2006, Mr. Cagan requested that
$130,000 of the loan principal owed to him by the Company be converted to a
purchase of 325,000 shares of the Company’s common stock in conjunction with the
private placement sales ofthe company’s common stock that closed on this date.
The remaining loan principal of $20,000, together with accrued interest of
$1,971, was paid in full by the Company on March 22, 2006.








13.
            Tax





The
components of income and loss before income taxes are as follows:





December
      31,
            
            
            December
      31,
            
            
            January
      1,2007
            
            
            2006
            
            
            2006Domestic
            
            $
            (11,539,066
            )
            
            $
            (7,729,336
            )
            
            $
            (6,738,915
            )Foreign
            
            
            (2,014,819
            )
            
            
            (25,716
            )
            
            
            -Loss
      before income taxes
            
            $
            (13,553,885
            )
            
            $
            (7,755,052
            )
            
            $
            (6,738,915
            )





The
Company’s provision for income taxes consists of the following:





December
      31,
            
            
            December
      31,
            
            
            January
      1,2007
            
            
            2006
            
            
            2006Current
      income taxesFederal/state
            
            $
            5,255
            
            
            $
            -
            
            
            $
            -Foreign
            
            
            7,985
            
            
            
            46,679
            
            
            
            -Total
      current income taxes
            
            
            13,240
            
            
            
            46,679
            
            
            
            -Deferred
      income taxesFederal/state
            
            
            -
            
            
            
            -
            
            
            
            -Foreign
            
            
            (1,085,745
            )
            
            
            (298,252
            )
            
            
            -Total
      deferred income taxes
            
            
            (1,085,745
            )
            
            
            (298,252
            )
            
            
            -Provision
      for income taxes
            
            $
            (1,072,505
            )
            
            $
            (251,573
            )
            
            $
            -




F-28




Deferred
income taxes reflect the net tax effects of net operating loss and tax credit
carryovers and temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. Significant components of the Company’s deferred tax assets are as
follows:





Fiscal
      Year EndedDecember
      31, 2007
            
            
            December
      31, 2006Deferred
      tax assets:Federal
      and state net operating losses
            
            $
            9,635,607
            
            
            $
            7,582,244Research
      credits
            
            
            560,068
            
            
            
            487,523Non-deductible
      accrued expenses
            
            
            1,507,414
            
            
            
            1,248,740Valuation
      allowance
            
            
            (11,703,089
            )
            
            
            (9,318,507
            )Total
      deferred tax assets
            
            
            —
            
            
            
            —Deferred
      tax liability:Foreign
      intangibles
            
            
            (1,734,854
            )
            
            
            (2,774,471Net
      deferred tax liabilities
            
            $
            (1,734,854
            )
            
            $
            (2,774,471








Reconciliation
between the tax provision computed at the Federal statutory income tax rate of
34% and the Company’s actual effective income tax provision is as
follows:





Fiscal
      Year EndedDecember
      31,
            
            
            December
      31,
            
            
            January
      1,2007
            
            
            2006
            
            
            2006Computed
      at statutory rate
            
            $
            (4,608,321
            )
            
            $
            (2,626,910
            )
            
            $
            (2,291,230
            )Research
      & development credits
            
            
            (72,543
            )
            
            
            (42,451
            )
            
            
            (147,171
            )State
      income taxes
            
            
            (272,498
            )
            
            
            (288,261
            )
            
            
            (118,709
            )Stock
      compensation – ISO
            
            
            434,917
            
            
            
            393,175
            
            
            
            -Loss
      not benefited
            
            
            3,429,234
            
            
            
            2,177,312
            
            
            
            2,398,896Foreign
      tax
            
            
            7,985
            
            
            
            46,129
            
            
            
            -Other
            
            
            8,721
            
            
            
            4,531
            
            
            
            158,214Total
            
            $
            (1,072,505
            )
            
            $
            (251,573
            )
            
            
            -








Realization
of deferred tax assets is dependent upon future earnings, if any, the timing and
amount of which are uncertain. Accordingly, the net deferred tax assets have
been fully offset by a valuation allowance. The Valuation Allowance increased by
$2,384,581 and by $2,110,793 for the fiscal years ended December 31, 2007
and  2006, respectively.





As of
December 31, 2006, the Company had net operating loss carryforwards for federal
income tax purposes of approximately $24,993,337 which expire beginning after
the year 2020. The Company also has California net operating loss carryforwards
of approximately $19,517,545 which expire beginning after the year 2012. The
Company also has federal and California research and development tax credits of
$264,429 and $295,638. The federal research credits will begin to expire in the
year 2021 and the California research credits have no expiration date. The
Company also has California Manufacturer’s Investment Credit of $4,382 which
begins to expire after the year 2012.




Utilization
of the Company’s net operating loss may be subject to substantial annual
limitation due to the ownership change limitations provided by the Internal
Revenue Code and similar state provisions. Such an annual limitation could
result in the expiration of the net operating loss before
utilization.





We
adopted the provisions of Financial Standards Accounting Board Interpretation
No. 48 Accounting for Uncertainty in Income taxes (“FIN 48”) an interpretation
of FASB Statement No. 109 (“SFAS 109”) on January 1, 2007.  As a
result of the implementation of FIN 48, we recognized no material adjustment in
the liability for unrecognized income tax benefits.





F-29




The
following table summarizes the activity related to our unrecognized tax
benefits:





2007Balance
      at January 1, 2007
            
            $
            176,639Increase
      related to current year tax position
            
            
            18,136Increase
      related to tax positions of prior years
            
            
            –Balance
      at December 31, 2007
            
            $
            194,775




A total
of $168,906 of the unrecognized tax benefits would affect our effective tax
rate.





We
recognize interest and penalties related to uncertain tax positions in income
tax expense.  As of December 31, 2007, we have no accrued interest or
penalties related to uncertain tax positions.  The tax years 2001-2007
remain open to examination by one or more of the major taxing jurisdictions to
which we are subject.  The company does not anticipate that total
unrecognized tax benefits will significantly change due to the settlement of
audits and the expiration of statue of limitations prior to December 31,
2008.







13.
            Net
      Loss per share





Net Loss per
Share





Basic
earnings per share (“EPS”) is computed by dividing net loss by the weighted
average number of common shares outstanding for the period. Diluted EPS reflects
the potential dilution that could occur from common shares issuable through
stock options, warrants and other convertible securities, if
dilutive.





The
following table is a reconciliation of the numerator (net loss) and the
denominator (number of shares) used in the basic and diluted EPS calculations
and sets forth potential shares of common stock that are not included in the
diluted net loss per share calculation as the effect is
antidilutive:




December
      31,
            
            
            December
      31,
            
            
            January
      1,2007
            
            
            2006
            
            
            2006Numerator
      – Basic and diluted
            
            $
            (12,481,380
            )
            
            $
            (7,503,479
            )
            
            $
            (6,768,915
            )Denominator
      – basic and dilutedWeighted
      average common shares outstanding
            
            
            71,422,184
            
            
            
            50,443,688
            
            
            
            30,445,423Weighted
      average unvested common shares subject to repurchase
            
            
            —
            
            
            
            —
            
            
            
            —Total
            
            
            71,722,184
            
            
            
            50,443,688
            
            
            
            30,445,423Net
      loss per share – basic and diluted
            
            $
            (0.17
            )
            
            $
            (0.15
            )
            
            $
            (0.22
            )Antidilutive
      securities:Common
      stock subscriptions
            
            
            —
            
            
            
            166,250
            
            
            
            3,545,833Common
      stock reserved for incentives associated with the acquisition of
      Netintact
            
            
            —
            
            
            
            5,462,758
            
            
            
            —Options
            
            
            6,675,166
            
            
            
            5,483,784
            
            
            
            3,916,970Warrants
            
            
            7,714,407
            
            
            
            8,901,344
            
            
            
            7,213,178Rights
      to purchase common stock
            
            
            300,000
            
            
            
            —
            
            
            
            292,100Total
      antidilutive securities
            
            
            14,689,573
            
            
            
            20,014,136
            
            
            
            14,968,081




F-30




15.
            Quarterly
      results of Operations (unaudited)





Following is a summary of the quarterly
results of operations for the years ended December 31, 2007 and 2006:




March
      31
                  
                  
                  June
      30
                  
                  
                  Sept.
      30
                  
                  
                  Dec.
      312007
                  
                  
                  2007
                  
                  
                  2007
                  
                  
                  2007Revenues
                  
                  $
                  1,984,930
                  
                  
                  $
                  2,117,000
                  
                  
                  $
                  1,645,657
                  
                  
                  $
                  924,954Cost
      of Goods Sold
                  
                  
                  436,335
                  
                  
                  
                  680,609
                  
                  
                  
                  575,856
                  
                  
                  
                  708,859Product
      Margin
                  
                  
                  1,548,595
                  
                  
                  
                  1,436,391
                  
                  
                  
                  1,069,801
                  
                  
                  
                  216,095Operating
      expenses:Research
      and development
                  
                  
                  842,614
                  
                  
                  
                  691,409
                  
                  
                  
                  768,885
                  
                  
                  
                  848,530Sales
      and marketing
                  
                  
                  1,195,655
                  
                  
                  
                  1,564,929
                  
                  
                  
                  1,710,828
                  
                  
                  
                  2,365,571General
      and administrative
                  
                  
                  1,625,898
                  
                  
                  
                  2,068,323
                  
                  
                  
                  2,008,542
                  
                  
                  
                  2,185,441Total
      expenses
                  
                  
                  3,664,167
                  
                  
                  
                  4,324,661
                  
                  
                  
                  4,488,255
                  
                  
                  
                  5,399,542Loss
      from operations
                  
                  
                  (2,115,572
                  )
                  
                  
                  (2,888,270
                  )
                  
                  
                  (3,418,454
                  )
                  
                  
                  (5,183,447
                  )Interest
      and other income (expense)
                  
                  
                  16,561
                  
                  
                  
                  14,323
                  
                  
                  
                  27,464
                  
                  
                  
                  (6,490
                  )Loss
      before Tax
                  
                  
                  (2,099,011
                  )
                  
                  
                  (2,873,947
                  )
                  
                  
                  (3,390,990
                  )
                  
                  
                  (5,189,937
                  )(Provision)  benefit
      from tax
                  
                  
                  240,401
                  
                  
                  
                  264,561
                  
                  
                  
                  300,537
                  
                  
                  
                  267,006Net
      loss
                  
                  $
                  (1,858,610
                  )
                  
                  $
                  (2,609,386
                  )
                  
                  $
                  (3,090,453
                  )
                  
                  $
                  (4,922,931
                  )Basic
      and diluted net loss per common share
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.07
                  )Shares
      used in computing basic and diluted net loss per common
    share
                  
                  
                  68,377,963
                  
                  
                  
                  68,904,544
                  
                  
                  
                  73,089,577
                  
                  
                  
                  75,223,108
  March
      31
                  
                  
                  June
      30
                  
                  
                  Sept.
      30
                  
                  
                  Dec.
      312006
                  
                  
                  2006
                  
                  
                  2006
                  
                  
                  2006Revenues
                  
                  $
                  22,332
                  
                  
                  $
                  54,751
                  
                  
                  $
                  420,859
                  
                  
                  $
                  1,416,488Cost
      of Goods Sold
                  
                  
                  61,861
                  
                  
                  
                  151,249
                  
                  
                  
                  106,819
                  
                  
                  
                  310,859Product
      Margin
                  
                  
                  (39,529
                  )
                  
                  
                  (96,498
                  
                  
                  
                  314,040
                  
                  
                  
                  1,105,629Operating
      expenses:Research
      and development
                  
                  
                  714,564
                  
                  
                  
                  791,106
                  
                  
                  
                  908,754
                  
                  
                  
                  650,842Sales
      and marketing
                  
                  
                  454,840
                  
                  
                  
                  459,248
                  
                  
                  
                  436,956
                  
                  
                  
                  923,385General
      and administrative
                  
                  
                  495,112
                  
                  
                  
                  600,226
                  
                  
                  
                  839,105
                  
                  
                  
                  1,772,461Total
      expenses
                  
                  
                  1,664,516
                  
                  
                  
                  1,850,580
                  
                  
                  
                  2,184,815
                  
                  
                  
                  3,346,688Loss
      from operations
                  
                  
                  (1,704045
                  )
                  
                  
                  (1,947,078
                  )
                  
                  
                  (1,870,775
                  )
                  
                  
                  (2,241,059
                  )Interest
      and other income (expense)
                  
                  
                  (2,718
                  )
                  
                  
                  4,466
                  
                  
                  
                  2,863
                  
                  
                  
                  3,293Loss
      before Tax
                  
                  
                  (1,706,763
                  )
                  
                  
                  (1,942,612
                  )
                  
                  
                  (1,867,912
                  )
                  
                  
                  (2,237,766
                  )(Provision)  benefit
      from tax
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  (12,397
                  
                  
                  
                  263,970Net
      loss
                  
                  $
                  (1,706,763
                  )
                  
                  $
                  (1,942,612
                  )
                  
                  $
                  (1,880,309
                  )
                  
                  $
                  (1,973,796
                  )Basic
      and diluted net loss per common share
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.03
                  )Shares
      used in computing basic and diluted net loss per comon
    share
                  
                  
                  36,461,326
                  
                  
                  
                  46,745,012
                  
                  
                  
                  55,488,782
                  
                  
                  
                  64,248,470(0.05
                  )
                  
                  
                  (0.04
                  )
                  
                  
                  (0.03
                  )
                  
                  
                  (0.03
                  )
  F-31


16.
            Segment
      Information





The
Company operates in one segment, using one measure of profitability to manage
its business. Revenues for geographic regions are based upon the customer’s
location. The following are summaries of revenue and long lived assets by
geographical region:




Year
      EndedDecember
      31,
              
              
              December
      31,
              
              
              January 1,REVENUES
              
              2007
              
              
              2006
              
              
              2006United
      States
              
              $
              2,253,944
              
              
              $
              469,419
              
              
              $
              208,786Australia
              
              
              863,875
              
              
              
              195,252
              
              
              
              -Asia
              
              
              84,545
              
              
              
              84,545
              
              
              
              36,466Europe
              
              
              1,044,049
              
              
              
              252,113
              
              
              
              9,557South
      America
              
              
              180,560
              
              
              
              60,702
              
              
              
              -Scandinavia
              
              
              2,245,568
              
              
              
              830,898
              
              
              
              -West
      Indies
              
              
              -
              
              
              
              21,501
              
              
              
              -Total
              
              $
              6,672,541
              
              
              $
              1,914,430
              
              
              $
              254,809







December
      31,
            
            
            December
      31,2007
            
            
            2006Long-lived
      assets:United
      States
            
            $
            1,310,911
            
            
            $
            1,437,549Sweden
            
            
            6,046,063
            
            
            
            9,263,358Australia
            
            
            46,250
            
            
            
            44,355Total
            
            $
            7,403,224
            
            
            $
            10,745,262





Foreign
sales as a percentage of revenues were 66% and 75% for the year ended December
31, 2007, and December 31, 2006, respectively.





The
Company’s accounts receivable are derived from revenue earned from customers
located in the United States, Australia, Asia, Europe, and the Middle East. The
Company performs ongoing credit evaluations of certain customers’ financial
condition and, generally, requires no collateral from its customers. For the
year ended December 31, 2007, three customers accounted for 15%, 11% and 6% of
revenues, respectively, and no other customer accounted for more than 5% of
total sales for the year. For the year ended December 31, 2006, three customers
accounted for 24%, 13% and 7% of revenues, respectively.





17.
            Subsequent
      events





Appointment of James Brear:
James Brear was appointed President, CEO and as
a member of the Board of Directors of the Company in on February 12,
2007.
 
 Registration Statement on Form SB2:The Company filed a registration
statement on From SB2 on October 5, 2007, registering a total of 21,625,459
shares of our common stock for resale, which declared  effective by
the Securities and Exchange on January 8, 2008.


Reduction in Force: The
Company conducted a reduction in force in two phases affecting a total of 14
employees during the first quarter of 2008.










Item 9.
            Changes
      Inand Disagreementswith Accountants on Accounting and
      Financial Disclosure






On June
7, 2006, our auditors, Burr, Pilger & Mayer LLP (“BPM”)
stated that we no longer fit the BPM client profile and resigned. The
independent auditor’s reports of BPM on our financial statements for the year
ended January 1, 2006 and January 2, 2005, or any later interim period through
the date of resignation, did not contain an adverse opinion or a disclaimer of
opinion, and were not modified as to uncertainty, audit scope or accounting
principles. During our two most recent fiscal years through the date of
resignation, we did not have any disagreements with BPM on any matter of
accounting principles or practice, financial statement disclosure, or auditing
scope or procedure, which if not resolved to the satisfaction of BPM would have
caused BPM to make reference to the subject matter thereof in connection with
BPM’s independent auditor’s report.





With the
approval of our board of directors, our Audit committee engaged PMB Helin
Donovan, LLP (“PMB”) as our independent registered public accounting firm for
the fiscal year ended December 31, 2006 and 2007. PMB accepted such appointment
on July 26, 2006. Prior to the appointment of PMB, we did not consult with PMB
on any matters relating to accounting opinions or any other matter related to us
which would require disclosure pursuant to Item 304(a)(2) of Regulation
S-B.




F-32




Item 9A.
            Controls and
Procedures




Evaluation
of Disclosure Controls and Procedures




We
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act, as of December 31, 2007. Our principal executive and
financial officers supervised and participated in the evaluation. Based on the
evaluation, our principal executive and financial officers each concluded
that our disclosure controls and procedures were not effective in providing
reasonable assurance that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s forms and
rules as of December 31, 2007.  We determined that ht Company did not
have sufficient control over the closing process and could not prepare its
financial statements, footnotes and 10-K disclosures in a timely
fashion.  This weakness resulted in significant last minute changes to
the Company’s financial reports and Form 10-K which could have resulted in
material errors in the financial reports and 10-K.


Internal
Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with GAAP. Our internal control over financial reporting includes
those policies and procedures that:




i.
              
              pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;
 
 ii.
              
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with GAAP, and that our
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors;
  and
  iii.
              
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on our financial
statements.




Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting can also be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may be inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.




Management’s
Annual Report on Internal Control Over Financial Reporting




Our
management, including the chief executive officer and principal financial
officer, concluded that we maintain appropriate internal control over financial
reporting at December 31, 2007. In arriving at that conclusion, we
considered the criteria established in Internal Control—Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission  (“COSO”) and we performed a complete assessment
as outlined in Commission
Guidance Regarding Management’s Report on Internal Control Over Financial
Reporting Under Section 13(a) or 15(d) of the Exchange Act ("SOX").  The
effectiveness of our internal control over financial reporting as of December
31, 2007 has been audited by PMB Henlin Donovan, our independent registered
public accounting firm, as stated in their report, which is included
herein.




In
performing our assessment, we identified the risks that most likely affect
reliable financial reporting and are most likely to have a material impact on
the company’s financial statements, documented each business process within the
risk area, determined the control points related to the business process and
tested the design and effectiveness of each control.  In addition to
process (transactional) level controls, we evaluated entity level controls to
determine if compensating controls mitigated any process level
risks.  Entity level controls include a broad range of
non-transactional activities including account reconciliations, management
review of results, the company’s Code of Conduct and Audit Committee review of
practices and results.




SEC
Release 33-8809 defines “material weakness” as a deficiency, or a combination of
deficiencies in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the registrant’s
financial statement will not be prevented or detected on a timely
basis.  SEC release 33829 defines “significant deficiency” as a
deficiency, or combination of deficiencies in internal control over financial
reporting that is less severe than a material weakness, yet important enough to
merit attention by those responsible for oversight of the registrant’s financial
reporting.




F-33




In
summary, as a result of our first assessment of internal control over financial
reporting under COSO criteria we identified a material weakness in a high risk
process and a number of significant deficiencies in high to low
risk processes within high risk areas of financial statement
control.   Despite the existence of the material weakness
and  the significant deficiencies, we believe that our consolidated
financial statements contained in this Form 10-K filed with the SEC fairly
present our financial position, results of operations and cash flows for the
fiscal year ending December 31, 2007 in all material respects. In conjunction
with this conclusion, our independent registered public accounting firm has
tested our internal control over financial reporting evaluation process and has
provided an adverse opinion on the Company’s control over financial reporting
audit report.
  As of
December 31, 2007, the following material weakness and significant
deficiencies in our internal control over financial reporting were
identified:
 
 Material
Weakness
  1.
                We
      did not complete our 10-K and financial reports in sufficient time to
      allow for review and comment which resulted in a significant number of
      last minute changes.We
      intend to implement a plan for the year end close that permits earlier
      completion of financial reports and a draft SEC form
  10-K.
 
 Significant
deficinecies


1.
            We
      did not formally document many of the reviews conducted by the financial
      department in the processing and preparation of the company financial
      statements.  These processes include journal entries, account
      reconciliations, consolidations, equity reconciliations, disclosure
      checklists and tax return preparation.
              The
      company plans to remediate these issues by formalizing it’s documentation
      of financial reviews.





2.
            The
      company did not conduct sufficient testing in 2007 to satisfy COSO
      requirements for an accelerated filer.
              We
      became an accelerated filer as of January 1, 2008 and became subject to
      COSO requirements on July 1, 2007.  We addressed the
      implementation of SOX requirements but were unable to perform the
      necessary evaluations followed by 2 quarters of testing as required in
      2007.
              We
      will complete the required testing cycles in
  2008.





3.
            We
      did not have an adequate control over shipments and receipts of goods and
      services.
              We
      expect to implement a company-wide enterprise resource planning and
      financial reporting system in 2008 which will include a more structured
      system of identifying shipments and
receipts.





4.
            We
      did not have sufficient segregation of duties over a variety of financial
      processes.
              Additional
      formal financial reviews will be conducted on a regular basis over
      subsidiary activities where staff limitations preclude segregation of
      duties.  Where staffing permits, activities and approvals will
      be segregated at the process level.





5.
            We
      did not maintain Human Resource documents current in such areas as job
      descriptions, employee handbooks, training, compensation and performance
      reviews.
              The
      company did not have a dedicated Human Resource professional until
      December 2007.  The company plans to remediate these issues
      during 2008.




6.
            We
      did not have in place a detailed budget versus actual review process for
      departmental management.
              The
      company plans to implement departmental financial performance review in
      2008.





7.
            We
      do not have a “financial expert’ on the audit committee as defined by
      Section 407 of SOX.
              The
      Audit Committee is actively pursuing a
remedy.




8.
            The
      Whistleblower contact is not a person independent person.
              The
      Whistleblower contact will be changed in
2008.






F-34




Changes
in Internal Control Over Financial Reporting




As a
result of implementing the assessment process over the internal control over
financial reporting, we implemented various remediation measures to improve our
financial reporting and disclosure controls.  As this is our first
report on internal control, none of the weaknesses identified below have been
previously disclosed.  Some of the remedial actions taken since July
1, 2007 include;




1.
            We
      adopted a new Code of Conduct, based on a review of best practices,
      relating to our directors, officers and
  employees.




2.
            We
      implemented an “Ethics Line” (whistleblower) policy, with a call-in
      feature




3.
            We
      implemented an “Ethics Line” (whistleblower) policy, with a call-in
      feature




4.
            Our
      Board of Directors have reorganized the Audit, Compensation, and
      Nominating/Governance Committees of the Board, in each case with
      non-affiliated directors having appropriate expertise in such areas as
      required for each Committee.




5.
            We
      hired a highly qualified human resources
    professional.




6.
            We
      hired a highly qualified full time controller for our Americas
      operation.




7.
            We
      developed a personnel authorization process for the addition of new
      employees.




8.
            We
      developed accounting procedures to review and monitor critical accounts
      and transactions on a timely basis to ensure that financial statements are
      accurately prepared and
reviewed.




9.
            We
      established a recurring financial closing and quarterly reporting
      process.




Item 9B.
            Other Information





On
November 20, 2007, we entered into a Lease Extension with
Vasona Business Park to extend by five years the term of our current
lease with respect to our headquarters in Los Gatos, California.  Our
headquarters is approximately 11,772 square feet, and as a result of the lease
extension we have a 73-month lease starting from June 1, 2005 and the monthly
rent ranges from $12,949 per month for the first year to $19,424 during the last
year.




F-35




PART III
  Item 10.
              Directors,
      Executive Officers and Corporate
    Governance
  The
information required by this item is incorporated by reference to Procera’s
Proxy Statement for its 2008 Annual Meeting of Stockholders to be filed with the
SEC within 120 days after the end of the fiscal year ended December 31,
2007.






Item 11.
            Executive
Compensation




The
information required by this item is incorporated by reference to Procera’s
Proxy Statement for its 2008 Annual Meeting of Stockholders to be filed with the
SEC within 120 days after the end of the fiscal year ended December 31,
2007.




Item 12.
            Security
      Ownership of Certain Beneficial Ownersand Management
      and Related Stockholder Matters




The
information required by this item is incorporated by reference to Procera’s
Proxy Statement for its 2008 Annual Meeting of Stockholders to be filed with the
SEC within 120 days after the end of the fiscal year ended December 31,
2007.




Item 13.
            Certain Relationships and Related Transactions, and Director
      Independence




The
information required by this item is incorporated by reference to Procera’s
Proxy Statement for its 2008 Annual Meeting of Stockholders to be filed with the
SEC within 120 days after the end of the fiscal year ended December 31,
2007.




Item 14.
            Principal Accountant Fees and
      Services




The
information required by this item is incorporated by reference to Procera’s
Proxy Statement for its 2008 Annual Meeting of Stockholders to be filed with the
SEC within 120 days after the end of the fiscal year ended December 31,
2007.







Part
IV




Item 15.
            Exhibits and Financial Statement
      Schedules




(a)
Financial Statements




The
financial statements filed as part of this report are listed on the index to
financial statements on page F-4.




(b)
Financial Statement Schedules


The
information required with respect to financial statement schedules is contained
within the presentation of the consolidated financial statements and related
notes.




-
33 -




(c)
Exhibits




The
following exhibits are incorporated by reference or filed herewith.


2.1*
      Agreement and Plan of Merger dated June 24, 2003 included as Exhibit A to
      our Preliminary Proxy Statement on Schedule 14A filed on August 25, 2003
      and incorporated herein by reference.2.2*
      First Amended and Restated Stock Exchange Agreement and Plan of
      Reorganization by and between Procera the Company and the Sellers of
      Netintact dated August 18, 2006 included as exhibit 2.1 to our form 8-K
      filed on August 31, 2006 and incorporated herein by
      reference.2.3*
      Form of Closing Date Warrant Agreement dated August 18, 2006 included as
      exhibit 2.2 to our form 8-K filed on August 31, 2006 and incorporated
      herein by reference.2.4*
      Form of Incentive Warrant Agreement dated August 18, 2006 included as
      exhibit 2.3 to our form 8-K filed on August 31, 2006 and incorporated
      herein by reference.2.5*
      Lockup Agreement dated August 18, 2006 included as exhibit 2.4 to our form
      8-K filed on August 31, 2006 and incorporated herein by
      reference.2.6*
      Voting Agreement dated August 18, 2006 included as exhibit 2.5 to our form
      8-K filed on August 31, 2006 and incorporated herein by
      reference.2.7*
      Form of Escrow Agreement included as exhibit 2.6 to our form 8-K filed on
      August 31, 2006 and incorporated herein by
  reference.2.8*
      First Amendment to First Amended and Restated Stock Exchange Agreement and
      Plan of Reorganization by and between the Company  and the
      Sellers of Netintact dated November, 2006 included as exhibit 2.8 to our
      form 10-KSB filed on April 16, 2007 and incorporated herein by
      reference.3.1*
      Articles of Incorporation included as Exhibit 3.1 to our form SB-2 filed
      on February 11, 2002 and incorporated herein by
      reference.3.2*
      Certificate of Amendment to Articles of Incorporation included as Exhibit
      99.1 to our form 8-K filed on October 12, 2005 and incorporated herein by
      reference.3.3*
      Bylaws included as Exhibit 3.3 to our form SB-2 filed on February 11, 2002
      and incorporated herein by reference.4.1*Form
      of Subscription Agreement for July, 2007 offering included as Exhibit 10.1
      to our  form 8-K filed on July 17, 2007 and incorporated herein
      by reference.4.2*Form
      of Registration Rights Agreement for July, 2007 offering included as
      Exhibit 10.2 to our  form 8-K filed on July 17, 2007 and
      incorporated herein by reference.4.3*
      Form of Warrant Agreement for July, 2007 offering included as Exhibit 4.3
      to our form SB-2 filed on October 5, 2007 and incorporated herein by
      reference.4.4*
      Form of Subscription Agreement for November, 2006 offering included as
      Exhibit 2.1 to our  form 8-K filed on November 30, 2006 and
      incorporated herein by reference4.5*
      Form of Registration Rights Agreement for November, 2006 offering included
      as Exhibit 2.3 to our form 8-K filed on November 30, 2006 and incorporated
      herein by reference.4.6*Form
      of Warrant agreement for November, 2006 offering included as Exhibit 2.2
      to our form 8-K filed on November 30, 2006 and incorporated herein by
      reference.4.7*
      Form of Subscription Agreement for February, 2006 offering included as
      Exhibit 10.1 to our  form 8-K filed on March 1, 2006 and
      incorporated herein by reference.4.8*
      Form of Amendment to Stock Subscription Agreement for February, 2006
      offering included as Exhibit 10.2 to our form 8-K filed on March 1, 2006
      and incorporated herein by reference.4.9*
      Form of Registration Rights Agreement for February, 2006 offering included
      as Exhibit 10.4 to our on Form 8-K filed on March 1, 2006 and incorporated
      herein by reference.4.10*
      Form of Subscription Agreement for December 2004 offering included as
      Exhibit 10.1 to our  form 8-K filed on January 4, 2005 and
      incorporated herein by reference.4.11*
      Form of Registration Rights Agreement for December 2004 offering included
      as Exhibit 10.2 to our  form 8-K filed on January 4, 2005 and
      incorporated herein by reference.4.12
      * From of Warrant agreement for December 2004 offering included as Exhibit
      10.3 to our current report form 8-K filed on January 4, 2005 and
      incorporated herein by reference.4.13*
      Form of Subscription Agreement for June 2003 offering included as Exhibit
      4.13 to our form SB-2 filed on October 5, 2007 and incorporated herein by
      reference..4.14*
      Form of Registration Rights Agreement for June 2003 offering included as
      Exhibit 4.14 to our form SB-2 filed on October 5, 2007 and incorporated
      herein by reference..4.15*
      Form of Warrant Agreement for June 2003 offering included as Exhibit 4.15
      to our form SB-2 filed on October 5, 2007 and incorporated herein by
      reference..10.1*
      2003 Stock Option Plan included as Exhibit 10.1 to our form SB-2 filed on
      January 8, 2004 and incorporated herein by
  reference.10.2*
      Amended 2004 Stock Option Plan included as Exhibit 99.3 to
      our  form 8-K filed on October 12, 2005 and incorporated herein
      by reference.10.3*
      Lease agreement by and between the Company and Vasona Business Park dated
      as of May 1, 2005 included as Exhibit 10.3 to our form SB-2 filed on
      October 5, 2007 and incorporated herein by
  reference.10.4*
      Employee Offer Letter for Douglas J. Glader dated September 17, 2003
      included as Exhibit 10.3 to our form SB-2 filed on January 8, 2004 and
      incorporated herein by reference.10.5*
      Employee Offer Letter for Thomas H. Williams dated March 6, 2006 included
      as Exhibit 99.1 to our  form 8-K filed on March 23, 2006 and
      incorporated herein by reference.10.6*
      Employee Offer Letter for Jay Zerfoss dated May 10, 2002 included as
      Exhibit 10.6 form 10KSB filed on April 3, 2006 and incorporated herein by
      reference.10.7*
      Employee Offer Letter for Gary Johnson dated October 18, 2004 included as
      Exhibit 10.8 on our form 10KSB filed on April 3, 2006 and incorporated
      herein by reference.10.8
      Lease extension by and between the Company and
      Vasona Business Park dated November 20, 2007 included as
      Exhibit 10.8.10.9
      Retirement agreement between the Company and Douglas J. Glader, dated
      November 29 2007 and included as Exhibit 10.9.16.1*
      Letter on changing registrants certifying accountant dated June 13, 2006
      included as Exhibit 16.1 to our   form 8-K filed on June 7,
      2006 and incorporated herein by reference.21.1*
      List of Subsidiaries included as Exhibit 21.1 to our form SB-2 filed on
      October 5, 2007 and incorporated herein by
  reference.23.1
      Consent of Registered Public Accounting Firm – PMB Helin
      Donovan, LLP.23.2
      Consent of Registered Public Accounting Firm– Burr, Pilger & Mayer
      LLP.31.1
      Certification of Principal Executive Officer pursuant to
      Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2  Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a) and
      15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
  2002.32.1  Certification
      of Principal Executive Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2  Certification
      of Principal Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.




*
Previously filed




-
34 -


SIGNATURES






Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Annual Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cupertino, State of California, on this 31st day of
March 2008.






Procera Networks,
      Inc.Date:
      March 31, 2008
              By:
              /s/ 
      James BrearJames
      BrearPresident
      and Chief Executive Officer  -
35 -


POWER
OF ATTORNEY






KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints, jointly and severally, Thomas Williams, David Stepner
and Paul Eovino, and each of them acting individually, as his attorney-in-fact,
each with full power of substitution and resubstitution, for him or her in any
and all capacities, to sign any and all amendments to this Annual Report on
Form 10-K (including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.






Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.





Name
                
                Title
                
                Date/s/  
      JAMES BREAR
                
                President
      and Chief Executive Officer
                
                April
      1, 2008James
      Brear
                
                (Principal Executive Officer) and Director/s/  
      THOMAS H. WILLIAMS
                
                Chief
      Financial Officer and
                
                April
      1, 2008Thomas
      H. Williams
                
                Secretary
      and Director/s/  
      PAUL EOVINO
                
                VP,
      Corporate Controller
                
                April
      1, 2008Paul
      Eovino
                
                (Principal
      Accounting Officer)/s/  
      THOMAS SAPONAS
                
                Director
                
                April
      1, 2008Thomas
      Saponas/s/  
      SCOTT MCCLENDON
                
                Director
                
                April
      1, 2008Scott
      McClendon/s/   MARY LOSTY
                
                Director
                
                April
      1, 2008Mary
      Losty/s/  
      STEFFAN HILLBERG
                
                Director
                
                April
      1, 2008Steffan
      Hillberg
 - 36
-
 EXHIBIT
INDEX
  2.1*
      Agreement and Plan of Merger dated June 24, 2003 included as Exhibit A to
      our Preliminary Proxy Statement on Schedule 14A filed on August 25, 2003
      and incorporated herein by reference.2.2*
      First Amended and Restated Stock Exchange Agreement and Plan of
      Reorganization by and between Procera the Company and the Sellers of
      Netintact dated August 18, 2006 included as exhibit 2.1 to our form 8-K
      filed on August 31, 2006 and incorporated herein by
      reference.2.3*
      Form of Closing Date Warrant Agreement dated August 18, 2006 included as
      exhibit 2.2 to our form 8-K filed on August 31, 2006 and incorporated
      herein by reference.2.4*
      Form of Incentive Warrant Agreement dated August 18, 2006 included as
      exhibit 2.3 to our form 8-K filed on August 31, 2006 and incorporated
      herein by reference.2.5*
      Lockup Agreement dated August 18, 2006 included as exhibit 2.4 to our form
      8-K filed on August 31, 2006 and incorporated herein by
      reference.2.6*
      Voting Agreement dated August 18, 2006 included as exhibit 2.5 to our form
      8-K filed on August 31, 2006 and incorporated herein by
      reference.2.7*
      Form of Escrow Agreement included as exhibit 2.6 to our form 8-K filed on
      August 31, 2006 and incorporated herein by
  reference.2.8*
      First Amendment to First Amended and Restated Stock Exchange Agreement and
      Plan of Reorganization by and between the Company  and the
      Sellers of Netintact dated November, 2006 included as exhibit 2.8 to our
      form 10-KSB filed on April 16, 2007 and incorporated herein by
      reference.3.1*
      Articles of Incorporation included as Exhibit 3.1 to our form SB-2 filed
      on February 11, 2002 and incorporated herein by
      reference.3.2*
      Certificate of Amendment to Articles of Incorporation included as Exhibit
      99.1 to our form 8-K filed on October 12, 2005 and incorporated herein by
      reference.3.3*
      Bylaws included as Exhibit 3.3 to our form SB-2 filed on February 11, 2002
      and incorporated herein by reference.4.1*Form
      of Subscription Agreement for July, 2007 offering included as Exhibit 10.1
      to our  form 8-K filed on July 17, 2007 and incorporated herein
      by reference.4.2*Form
      of Registration Rights Agreement for July, 2007 offering included as
      Exhibit 10.2 to our  form 8-K filed on July 17, 2007 and
      incorporated herein by reference.4.3*
      Form of Warrant Agreement for July, 2007 offering included as Exhibit 4.3
      to our form SB-2 filed on October 5, 2007 and incorporated herein by
      reference.4.4*
      Form of Subscription Agreement for November, 2006 offering included as
      Exhibit 2.1 to our  form 8-K filed on November 30, 2006 and
      incorporated herein by reference4.5*
      Form of Registration Rights Agreement for November, 2006 offering included
      as Exhibit 2.3 to our form 8-K filed on November 30, 2006 and incorporated
      herein by reference.4.6*Form
      of Warrant agreement for November, 2006 offering included as Exhibit 2.2
      to our form 8-K filed on November 30, 2006 and incorporated herein by
      reference.4.7*
      Form of Subscription Agreement for February, 2006 offering included as
      Exhibit 10.1 to our  form 8-K filed on March 1, 2006 and
      incorporated herein by reference.4.8*
      Form of Amendment to Stock Subscription Agreement for February, 2006
      offering included as Exhibit 10.2 to our form 8-K filed on March 1, 2006
      and incorporated herein by reference.4.9*
      Form of Registration Rights Agreement for February, 2006 offering included
      as Exhibit 10.4 to our on Form 8-K filed on March 1, 2006 and incorporated
      herein by reference.4.10*
      Form of Subscription Agreement for December 2004 offering included as
      Exhibit 10.1 to our  form 8-K filed on January 4, 2005 and
      incorporated herein by reference.4.11*
      Form of Registration Rights Agreement for December 2004 offering included
      as Exhibit 10.2 to our  form 8-K filed on January 4, 2005 and
      incorporated herein by reference.4.12
      * From of Warrant agreement for December 2004 offering included as Exhibit
      10.3 to our current report form 8-K filed on January 4, 2005 and
      incorporated herein by reference.4.13*
      Form of Subscription Agreement for June 2003 offering included as Exhibit
      4.13 to our form SB-2 filed on October 5, 2007 and incorporated herein by
      reference..4.14*
      Form of Registration Rights Agreement for June 2003 offering included as
      Exhibit 4.14 to our form SB-2 filed on October 5, 2007 and incorporated
      herein by reference..4.15*
      Form of Warrant Agreement for June 2003 offering included as Exhibit 4.15
      to our form SB-2 filed on October 5, 2007 and incorporated herein by
      reference..10.1*
      2003 Stock Option Plan included as Exhibit 10.1 to our form SB-2 filed on
      January 8, 2004 and incorporated herein by
  reference.10.2*
      Amended 2004 Stock Option Plan included as Exhibit 99.3 to
      our  form 8-K filed on October 12, 2005 and incorporated herein
      by reference.10.3*
      Lease agreement by and between the Company and Vasona Business Park dated
      as of May 1, 2005 included as Exhibit 10.3 to our form SB-2 filed on
      October 5, 2007 and incorporated herein by
  reference.10.4*
      Employee Offer Letter for Douglas J. Glader dated September 17, 2003
      included as Exhibit 10.3 to our form SB-2 filed on January 8, 2004 and
      incorporated herein by reference.10.5*
      Employee Offer Letter for Thomas H. Williams dated March 6, 2006 included
      as Exhibit 99.1 to our  form 8-K filed on March 23, 2006 and
      incorporated herein by reference.10.6*
      Employee Offer Letter for Jay Zerfoss dated May 10, 2002 included as
      Exhibit 10.6 form 10KSB filed on April 3, 2006 and incorporated herein by
      reference.10.7*
      Employee Offer Letter for Gary Johnson dated October 18, 2004 included as
      Exhibit 10.8 on our form 10KSB filed on April 3, 2006 and incorporated
      herein by reference.10.8
      Lease extension by and between the Company and
      Vasona Business Park dated November 20, 2007 included as
      Exhibit 10.8.10.9
      Retirement agreement between the Company and Douglas J. Glader, dated
      November 29 2007 and included as Exhibit 10.9.16.1*
      Letter on changing registrants certifying accountant dated June 13, 2006
      included as Exhibit 16.1 to our   form 8-K filed on June 7,
      2006 and incorporated herein by reference.21.1*
      List of Subsidiaries included as Exhibit 21.1 to our form SB-2 filed on
      October 5, 2007 and incorporated herein by
  reference.23.1
      Consent of Registered Public Accounting Firm – PMB Helin
      Donovan, LLP.23.2
      Consent of Registered Public Accounting Firm– Burr, Pilger & Mayer
      LLP.31.1
      Certification of Principal Executive Officer pursuant to
      Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2  Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a) and
      15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
  2002.32.1  Certification
      of Principal Executive Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2  Certification
      of Principal Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.
  *
Previously filed
  - 37
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