Exhibit 10.4


 












 


CONTRIBUTION AGREEMENT


 


between


 


Centiv, Inc.


 


and


 


Centiv Services, Inc.


 












 

















 


CONTRIBUTION
AGREEMENT


 


THIS
CONTRIBUTION AGREEMENT (the “Agreement”) is made as of the 15 day of January, 2004, between Centiv, Inc. (the “Company”), a Delaware corporation, and Centiv
Services, Inc. (“Sub”), a Nevada corporation, and a wholly owned
subsidiary of the Company:


 


RECITALS:


 


WHEREAS, the Company
currently is the holder of 10,000 shares of common stock of Sub, which
represents all of the issued and outstanding capital stock of Sub;


 


WHEREAS, the Company
is engaged in the business of developing and providing Web-enabled, point
of-purchase (POP) solutions for consumer goods manufacturers and multi-location
retailers (the “Business”) and as
such, is the owner of all of the assets used in the Business;


 


WHEREAS, the Company
desires to contribute to Sub in exchange for additional shares of common stock
of Sub and the assumption of certain liabilities, and Sub desires to accept the
contribution of, all of the Company’s right, title and interest in and to the
Assets (as defined herein) on the terms and conditions and in the manner set
forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.             Contribution
of Assets.  Subject to
the terms and conditions set forth in this Agreement, the Company agrees to
contribute, assign, transfer, and convey, by an appropriate transfer document,
all of its right, title and interest in and to all of the assets used in the
Business, including, without limitation, the following (collectively, the “Assets”):


 


(a)           All
accounts including receivables: leases; electronic and other chattel paper;
contract rights; letters of credit and letter-of-credit rights; instruments;
rights to payment under policies of insurance; and documents; excluding,
however and tax loss carry over held by the Company;


 


(b)           All
general intangibles, including: all payment intangibles, patents, patent
applications, trademarks, trademark applications, trade names, copyrights,
copyright applications, software, plans, schematics, engineering drawings,
writings and goodwill, all licenses, permits, approvals and agreements of any
kind or nature pursuant to which the Company possesses, uses or has the right
to possess or use tangible or intangible property of others or pursuant to
which others possess, use or have the right to possess or use the tangible or
intangible property of Company: leasehold interests: and guaranty claims;


 


(c)           All
inventory, including returned and repossessed goods, raw materials, and work in
progress;


 


(d)           All
goods, equipment, vehicles, leasehold improvements, and fixtures, together with
accessions thereto, replacement parts therefor and commingled goods;


 


(e)           All
money, instruments, deposit accounts, certificates of deposit, deposits,
investment property;


 


(f)            All
books and records, including customer lists, credit files, computer programs,
printouts, and other materials and records, pertaining to any of the foregoing;


 


(g)           All
documents of title evidencing or issued with respect to, and supporting
obligations pertaining to, any of the foregoing; and


 

















 


(h)           All
proceeds, products, replacements and increases of, additions and accessions to,
and substitutions for, the property described in the foregoing part of this
Section, and rights in and claims to or benefits under contracts of insurance
covering any of the property described in the foregoing part of this Section.


 


2.             Value and Terms of
Contribution.  The Company and
Sub hereby agree that the total value of the Company’s contribution of its
right, title, and interest in and to the Assets shall be One Million Five
Hundred and Three Thousand Dollars ($1,503,000.00) (the “Contribution Value”).  In exchange for the Contribution Value, Sub
shall issue to the Company an additional 90,000 shares of common stock of Sub
and shall assume the liabilities set forth in Section 2(a) below.


 


(a)   As of the Effective Date (as defined
below), Sub shall assume all of the existing liabilities of the Company,
whether or not accrued, whether fixed, contingent or otherwise, whether known
or unknown, and whether or not recorded on the books and records of the Company
arising out of or by reason of this or any other transaction or event occurring
prior to the Effective Date, including, without limitation, all performance
obligations under employment agreements, leases or other contracts existing as
of the Effective Date (collectively, the “Assumed
Liabilities”).  Sub shall
indemnify, hold harmless and defend the Company from any all claims, damages,
costs, expenses or other liabilities of any nature associated with the Assumed
Liabilities.  The Company shall have the
right to reclaim any of the Assets if necessary to secure the payment of the
indemnification provided for in this Section 2(a).


 


3.             Effectiveness.  The transactions contemplated by this
Agreement shall be deemed effective as of the date first written above (the “Effective Date”).


 


4.             Title; Liens.  The Company has insurable and marketable fee
simple title to the Assets, free and clear of all mortgages, liens,
encumbrances, excepting only such matters evidencing Assumed Liabilities or
affecting title as do not materially affect the Company’s use or ownership of
the Assets.


 


5.             Authority; Status.


 


(a)           Relating to the Company.  The Company hereby represents and warrants
to Sub that:  (i) this Agreement is, and
all documents, affidavits and certificates to be executed by the Company
pursuant hereto, (“Company Closing Documents”)
will be when executed by the Company, binding on and enforceable against it in
accordance with their respective terms; (ii) this Agreement, the Company
Closing Documents to be executed by the Company, and the transactions
contemplated hereby and thereby have been approved by all necessary action of
the Company; and (iii) the Company is a duly formed and validly existing
corporation and in good standing under the laws of the State of Delaware with
the power to conduct its business and to acquire and own the additional equity
interest in Sub.


 


(b)           Relating to Sub.  Sub represents and warrants to the Company
that: (i) this Agreement is, and all documents, affidavits and certificates to
be executed and delivered by Sub (“Sub
Closing Documents”) will be when executed by Sub, binding on and
enforceable against Sub in accordance with their respective terms.  (ii) Sub is empowered to acquire and own the
Assets; (iii) this Agreement, the Sub Closing Documents, and the transactions
contemplated hereby and thereby have been approved by all requisite partnership
action of Sub; and (iv) the execution and delivery by Sub of the Sub Closing
Documents and the performance by Sub of its obligations thereunder do not and
will not constitute a default under, or conflict with or violate, any provision
of Sub’s Articles of Incorporation or Bylaws or any other agreement to which
Sub is a party or by which Sub is bound.


 


(c)           The representations and warranties made
pursuant to the foregoing Sections 5(a) and 5(b) are made and shall be
true and correct on and as of Effective Date of this Agreement.


 


2

















 


7.             Miscellaneous.


 


(a)           Further Assurances  Each of the parties hereto shall execute and
deliver such documents and other papers and perform such further acts as may be
reasonably required, desirable or requested to carry out the provision hereof
and the transactions contemplated hereby, including without limitation, any
deeds or bills of sale evidencing the transfer of the Real Property.


 


(b)           Governing Law/Venue.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, irrespective of
conflicts of laws principles.


 


(c)           Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument; provided, however,
in no event shall this Agreement be effective unless and until signed by all
parties hereto.


 


(d)           Amendments.  This Agreement may be amended or modified
and the terms and conditions hereof may be waived by a written instrument
signed by the parties hereto which, if provided for in such instrument, shall
be deemed to be effective as of the Effective Date.


 


(e)           Recitals; Exhibits.  Each and all of the recitals set forth above
and the exhibits attached hereto are hereby incorporated into this Agreement by
reference.


 


(f)            Successors and Assigns.  The rights, title, benefits, and obligations
of the parties hereto under this Agreement shall inure to the benefit of and be
binding upon their respective successors and assigns.


 


(g)           No Third-Party
Beneficiaries.  Nothing expressed or
implied in this Agreement is intended to confer upon any person or entity,
other than the parties hereto, or their respective successors or assigns, any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement


 


(h)           Rules of Construction.  Section captions used in this Agreement are
for convenience only and shall not affect the construction of the
Agreement.  All references to
“Sections,” without reference to a document other than this Agreement are
intended to designate articles and sections of this Agreement.  The use of the term “including” shall mean
in all cases “including but not limited to,” unless specifically designated
otherwise.  No rules of construction
against the drafter of this Agreement shall apply in any interpretation or
enforcement of this Agreement, any documents or certificates executed pursuant
hereto, or any provisions of any of the foregoing.


 


7.             Entire Agreement.  This Agreement contains the entire agreement
between the parties relating to the contribution of the Assets.  There are nor promises, agreements,
conditions, undertakings, warranties or representations, oral or written,
express or implied, between the parties hereto other than as herein set
forth.  No change or modification of this
Agreement shall be valid unless the same is in writing and signed by the
parties hereto.  No waiver of any of the
provisions of this Agreement and other agreements referred to herein shall be
valid unless in writing and signed by the party against whom it is sought to be
enforced.


 


[Signature Page Follows]


 


3

















 


[Signature Page
to Contribution Agreement]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the date first above written.


 


	
   

  	
  CENTIV, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas M. Mason

  
	
   

  	
  Name:

  	
  THOMAS M. MASON

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTIV SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas M. Mason

  
	
   

  	
  Name:

  	
  THOMAS M. MASON

  
	
   

  	
  Title:

  	
  CFO

  



 


4

















 


Centiv, Inc.


Trial Balance


November 30, 2003


 


	
  Acct

  	
   

  	
  Dept

  	
   

  	
  Description

  	
   

  	
  Beg Balance

  	
   

  	
  Debits

  	
   

  	
  Credits

  	
   

  	
  End Balance

  	
   

  	
  TAB

  	
   

  
	
  1112

  	
   

  	
  0000

  	
   

  	
  Cole
  Taylor-CORPORATE-Dflt

  	
   

  	
  1,348,200.92

  	
   

  	
  178,409.60

  	
   

  	
  388,164.40

  	
   

  	
  1,138,446.12

  	
   

  	
   

  	
   

  
	
  1150

  	
   

  	
  0000

  	
   

  	
  PETTY
  CASH—

  	
   

  	
  181.28

  	
   

  	
  218.72

  	
   

  	
  0.00

  	
   

  	
  400.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,348,382.20

  	
   

  	
  Total Cash

  	
   

  	
  1,138,846.12

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1200

  	
   

  	
  0000

  	
   

  	
  A/R—

  	
   

  	
  302,344.83

  	
   

  	
  166,624.60

  	
   

  	
  154,682.59

  	
   

  	
  314,286.84

  	
   

  	
   

  	
   

  
	
  1290

  	
   

  	
  0000

  	
   

  	
  ALLOW/DOUBTFUL—

  	
   

  	
  (23,719.57

  	
  )

  	
  189.90

  	
   

  	
  750.00

  	
   

  	
  (24,279.67

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  278,625.26

  	
   

  	
  Total Receivables

  	
   

  	
  290,007.17

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1282

  	
   

  	
  0000

  	
   

  	
  DUE
  FR GEI—Dflt

  	
   

  	
  170,874.47

  	
   

  	
  1,025.25

  	
   

  	
  25,000.00

  	
   

  	
  146,899.72

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1300

  	
   

  	
  0000

  	
   

  	
  INVENTORIES—

  	
   

  	
  75,000.38

  	
   

  	
  15,699.93

  	
   

  	
  17,169.41

  	
   

  	
  73,530.90

  	
   

  	
   

  	
   

  
	
  1390

  	
   

  	
  0000

  	
   

  	
  RESERVE
  INV OBS—

  	
   

  	
  (52,279.28

  	
  )

  	
  10,000.00

  	
   

  	
  0.00

  	
   

  	
  (42,279.28

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  22,721.10

  	
   

  	
  Total Inventory

  	
   

  	
  31,251.62

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1450

  	
   

  	
  0000

  	
   

  	
  PREPAID
  EXP & A—

  	
   

  	
  19,966.19

  	
   

  	
  0.00

  	
   

  	
  1,425.00

  	
   

  	
  18,541.19

  	
   

  	
   

  	
   

  
	
  1460

  	
   

  	
  0000

  	
   

  	
  PREPAID
  INS

  	
   

  	
  19,731.00

  	
   

  	
  77,097.00

  	
   

  	
  8,069.00

  	
   

  	
  88,759.00

  	
   

  	
   

  	
   

  
	
  1462

  	
   

  	
  0000

  	
   

  	
  PREPAID
  RENT—

  	
   

  	
  34,589.06

  	
   

  	
  0.00

  	
   

  	
  17,294.53

  	
   

  	
  17,294.53

  	
   

  	
   

  	
   

  
	
  1465

  	
   

  	
  0000

  	
   

  	
  PREPAID
  EXP—

  	
   

  	
  36,832.31

  	
   

  	
  11,356.79

  	
   

  	
  7,968.39

  	
   

  	
  40,220.71

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  111,118.56

  	
   

  	
  Total Prepaid

  	
   

  	
  164,815.43

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1520

  	
   

  	
  0000

  	
   

  	
  INC
  TAX PREPD-S—

  	
   

  	
  4,269.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,269.00

  	
   

  	
   

  	
   

  
	
  1530

  	
   

  	
  0000

  	
   

  	
  DEF
  INCTAX—

  	
   

  	
  161,597.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  161,597.00

  	
   

  	
   

  	
   

  
	
  1860

  	
   

  	
  0000

  	
   

  	
  NONCURR
  DEF TAX—Dflt

  	
   

  	
  3,418,751.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,418,751.00

  	
   

  	
   

  	
   

  
	
  1870

  	
   

  	
  0000

  	
   

  	
  Tax
  Valuation—Dflt

  	
   

  	
  (3,418,751.00

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (3,418,751.00

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  165,866.00

  	
   

  	
  Total Taxes

  	
   

  	
  165,866.00

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1605

  	
   

  	
  0000

  	
   

  	
  CIP—Dflt

  	
   

  	
  0.00

  	
   

  	
  511.20

  	
   

  	
  511.20

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
  1620

  	
   

  	
  0000

  	
   

  	
  F/A
  COMP EQ—

  	
   

  	
  598,048.72

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  598,048.72

  	
   

  	
   

  	
   

  
	
  1630

  	
   

  	
  0000

  	
   

  	
  F/A
  COMP SOFTWA—

  	
   

  	
  1,708,042.19

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,708,042.19

  	
   

  	
   

  	
   

  
	
  1640

  	
   

  	
  0000

  	
   

  	
  F/A
  F&F-OFFICE—

  	
   

  	
  198,661.95

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  198,661.95

  	
   

  	
   

  	
   

  
	
  1655

  	
   

  	
  0000

  	
   

  	
  F/A
  M&E—

  	
   

  	
  34,318.52

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  34,318.52

  	
   

  	
   

  	
   

  
	
  1660

  	
   

  	
  0000

  	
   

  	
  F/A
  L/H IMP—

  	
   

  	
  26,055.23

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  26,055.23

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,565,126.61

  	
   

  	
  Total PP&E

  	
   

  	
  2,565,126.61

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1720

  	
   

  	
  0000

  	
   

  	
  ACCUM/DEPR
  COMP.

  	
   

  	
  (397,444.41

  	
  )

  	
  0.00

  	
   

  	
  15,306.59

  	
   

  	
  (412,751.00

  	
  )

  	
   

  	
   

  
	
  1730

  	
   

  	
  0000

  	
   

  	
  ACCUM/DEPR
  COMP—

  	
   

  	
  (806,028.06

  	
  )

  	
  0.00

  	
   

  	
  29,129.66

  	
   

  	
  (835,157.72

  	
  )

  	
   

  	
   

  
	
  1740

  	
   

  	
  0000

  	
   

  	
  ACCUM/DEP
  F&F O

  	
   

  	
  (77,990.89

  	
  )

  	
  0.00

  	
   

  	
  3,131.99

  	
   

  	
  (81,122.88

  	
  )

  	
   

  	
   

  
	
  1755

  	
   

  	
  0000

  	
   

  	
  ACCUM/DEPR
  M&E—

  	
   

  	
  (11,536.28

  	
  )

  	
  0.00

  	
   

  	
  567.77

  	
   

  	
  (12,104.05

  	
  )

  	
   

  	
   

  
	
  1760

  	
   

  	
  0000

  	
   

  	
  ACCUM/DEPR
  L/H—

  	
   

  	
  (6,006.13

  	
  )

  	
  0.00

  	
   

  	
  371.98

  	
   

  	
  (6,378.11

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (1,299,005.77

  	
  )

  	
  Total Accum Depr

  	
   

  	
  (1,347,513.76

  	
  )

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,266,120.84

  	
   

  	
  Net PP&E

  	
   

  	
  1,217,612.85

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1850

  	
   

  	
  0000

  	
   

  	
  OTH
  ASSETS-NONC—

  	
   

  	
  14,400.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  14,400.00

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,378,108.43

  	
   

  	
  Total Assets

  	
   

  	
  3,169,598.91

  	
   

  	
   

  	
   

  



 


1

















 


Centiv, Inc.


Trial Balance


November 30, 2003


 


	
  Acct

  	
   

  	
  Dept

  	
   

  	
  Description

  	
   

  	
  Beg
  Balance

  	
   

  	
  Debits

  	
   

  	
  Credits

  	
   

  	
  End
  Balance

  	
   

  	
  TAB

  	
   

  
	
  2100

  	
   

  	
  0000

  	
   

  	
  A/P

  	
   

  	
  (136,468.34

  	
  )

  	
  270,612.91

  	
   

  	
  299,113.84

  	
   

  	
  (164,969.27

  	
  )

  	
   

  	
   

  
	
  2115

  	
   

  	
  0000

  	
   

  	
  A/P
  - UNVOUCHERED

  	
   

  	
  (1,598.68

  	
  )

  	
  11,013.27

  	
   

  	
  9,414.59

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (138,067.02

  	
  )

  	
  Net Accounts Payable

  	
   

  	
  (164,969.27

  	
  )

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2030

  	
   

  	
  0000

  	
   

  	
  LEASES
  PAYABLE—

  	
   

  	
  (31,709.48

  	
  )

  	
  4,353.68

  	
   

  	
  1,863.15

  	
   

  	
  (29,218.95

  	
  )

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2400

  	
   

  	
  0000

  	
   

  	
  ACCRUED
  EXP—

  	
   

  	
  (154,994.16

  	
  )

  	
  26,617.76

  	
   

  	
  28,240.63

  	
   

  	
  (156,617.03

  	
  )

  	
   

  	
   

  
	
  2401

  	
   

  	
  0000

  	
   

  	
  Accrued
  Legal—Dflt

  	
   

  	
  (13,876.06

  	
  )

  	
  13,421.80

  	
   

  	
  10,000.00

  	
   

  	
  (10,454.25

  	
  )

  	
   

  	
   

  
	
  2402

  	
   

  	
  0000

  	
   

  	
  Accr
  Board Fees—Dflt

  	
   

  	
  (5,108.30

  	
  )

  	
  1,499.05

  	
   

  	
  3,000.00

  	
   

  	
  (6,609.25

  	
  )

  	
   

  	
   

  
	
  2403

  	
   

  	
  0000

  	
   

  	
  Accr
  Audit/Tax—Dflt

  	
   

  	
  (72,447.75

  	
  )

  	
  7,050.00

  	
   

  	
  18,550.00

  	
   

  	
  (83,947.75

  	
  )

  	
   

  	
   

  
	
  2404

  	
   

  	
  0000

  	
   

  	
  Advert
  Leveler—Dflt

  	
   

  	
  (4,914.85

  	
  )

  	
  5,500.00

  	
   

  	
  7,135.00

  	
   

  	
  (5,549.85

  	
  )

  	
   

  	
   

  
	
  2407

  	
   

  	
  0000

  	
   

  	
  Accr
  Travel—Dflt

  	
   

  	
  (13,815.97

  	
  )

  	
  13,815.97

  	
   

  	
  5,500.00

  	
   

  	
  (5,500.00

  	
  )

  	
   

  	
   

  
	
  2408

  	
   

  	
  0000

  	
   

  	
  Accd
  Nasdaq-CORPORATE-Dflt

  	
   

  	
  2,131.71

  	
   

  	
  6,836.00

  	
   

  	
  9,000.00

  	
   

  	
  (32.29

  	
  )

  	
   

  	
   

  
	
  2410

  	
   

  	
  0000

  	
   

  	
  ACCRUED
  COMM—

  	
   

  	
  (11,420.85

  	
  )

  	
  620.57

  	
   

  	
  3,968.92

  	
   

  	
  (14,769.20

  	
  )

  	
   

  	
   

  
	
  2415

  	
   

  	
  0000

  	
   

  	
  ACCRUED
  BONUS—

  	
   

  	
  (13,000.00

  	
  )

  	
  0.00

  	
   

  	
  1,000.00

  	
   

  	
  (14,000.00

  	
  )

  	
   

  	
   

  
	
  2417

  	
   

  	
  0000

  	
   

  	
  Deferred
  Comp-CORPORATE-DEFAULT

  	
   

  	
  (146,201.00

  	
  )

  	
  12,500.00

  	
   

  	
  0.00

  	
   

  	
  (133,701.00

  	
  )

  	
   

  	
   

  
	
  2440

  	
   

  	
  0000

  	
   

  	
  ACCRUED
  P/R TAX—

  	
   

  	
  18,461.15

  	
   

  	
  18,907.89

  	
   

  	
  25,830.22

  	
   

  	
  11,538.82

  	
   

  	
   

  	
   

  
	
  2441

  	
   

  	
  0000

  	
   

  	
  COBRA
  CLEARING—Dflt

  	
   

  	
  (569.85

  	
  )

  	
  813.40

  	
   

  	
  1,556.99

  	
   

  	
  (1,313.44

  	
  )

  	
   

  	
   

  
	
  2480

  	
   

  	
  0000

  	
   

  	
  ACCRUED
  CO-OP E—

  	
   

  	
  (782.47

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (782.47

  	
  )

  	
   

  	
   

  
	
  2515

  	
   

  	
  0000

  	
   

  	
  SALES
  TAX PAY—

  	
   

  	
  (363.41

  	
  )

  	
  800.38

  	
   

  	
  844.39

  	
   

  	
  (407.42

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (416,901.81

  	
  )

  	
  Total Accrued Expenses

  	
   

  	
  (422,145.14

  	
  )

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2820

  	
   

  	
  0000

  	
   

  	
  DEFERRED
  INCOME—

  	
   

  	
  (111,367.00

  	
  )

  	
  1,391.00

  	
   

  	
  12,500.00

  	
   

  	
  (122,476.00

  	
  )

  	
  14

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (698,045.31

  	
  )

  	
  Total Current Liabilities

  	
   

  	
  (738,809.36

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2720

  	
   

  	
  0000

  	
   

  	
  LEASE
  PAY-NON C—

  	
   

  	
  (15,254.39

  	
  )

  	
  917.24

  	
   

  	
  0.00

  	
   

  	
  (14,337.15

  	
  )

  	
  12

  	
   

  
	
  2810

  	
   

  	
  0000

  	
   

  	
  DEF
  INC TAX NON—

  	
   

  	
  (161,597.00

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (161,597.00

  	
  )

  	
  14

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (176,851.39

  	
  )

  	
  Total Long-Term Liabilities

  	
   

  	
  (175,934.15

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (874,896.70)

  	
   

  	
  Total Liabilities

  	
   

  	
  (914,743.51

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3000

  	
   

  	
  0000

  	
   

  	
  STOCK—

  	
   

  	
  (5,832.77

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (5,832.77

  	
  )

  	
   

  	
   

  
	
  3035

  	
   

  	
  0000

  	
   

  	
  B
  PREFERRED PAR-CORPORATE-DEFAULT

  	
   

  	
  (770.00

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (770.00

  	
  )

  	
   

  	
   

  
	
  3040

  	
   

  	
  0000

  	
   

  	
  TREASURY
  STOCK—

  	
   

  	
  758,564.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  758,564.00

  	
   

  	
   

  	
   

  
	
  3050

  	
   

  	
  0000

  	
   

  	
  DUE
  S/H DEFICIT—

  	
   

  	
  269,894.40

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  269,894.40

  	
   

  	
   

  	
   

  
	
  3100

  	
   

  	
  0000

  	
   

  	
  APIC—

  	
   

  	
  (19,670,548.90

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (19,670,548.90

  	
  )

  	
   

  	
   

  
	
  3115

  	
   

  	
  0000

  	
   

  	
  APIC
  - SERIES B-CORPORATE-DEFAULT

  	
   

  	
  (3,464,244.00

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (3,464,244.00

  	
  )

  	
   

  	
   

  
	
  3120

  	
   

  	
  0000

  	
   

  	
  APIC
  WARRANTS-CORPORATE-Dflt

  	
   

  	
  (983,734.00

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (983,734.00

  	
  )

  	
   

  	
   

  
	
  3130

  	
   

  	
  0000

  	
   

  	
  APIC
  - BCF-CORPORATE-Dflt

  	
   

  	
  (810,000.00

  	
  )

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  (810,000.00

  	
  )

  	
   

  	
   

  
	
  3210

  	
   

  	
  0000

  	
   

  	
  RE
  CUMULATIVE—

  	
   

  	
  21,403,459.54

  	
   

  	
  248,256.33

  	
   

  	
  0.00

  	
   

  	
  21,651,715.87

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (2,503,211.73

  	
  )

  	
  Total Shareholder Equity

  	
   

  	
  (2,254,955.40

  	
  )

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (3,378,108.43

  	
  )

  	
  Total Liabilities & SHE

  	
   

  	
  (3,169,698.91

  	
  )

  	
   

  	
   

  



 


2