SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                   FORM 1O-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2006

                         Commission File Number 0-17977

                              BOUNDLESS CORPORATION

             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

                                   13-3469637
                      (I.R.S. Employer Identification No.)

                            50 Engineers Lane Unit 2
                                 Farmingdale, NY

                    (Address of principal executive offices)

                                      11735
                                   (Zip Code)

                                 (631) 962-1500
              (Registrant's telephone number, including area code)

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 |X| No |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2)

                             Yes |_|     No  |X|

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

                             Yes |X|     No  |_|

As of June 30, 2006, the Registrant had approximately 4,000,000 shares of Common
Stock,  $.01 par  value per  share  which  will be  issued  upon  validation  of
unsecured claims pursuant to the Amended Plan of Bankruptcy Reorganization.

<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                   No.
                                                                                                                  ----
<S>      <C>                                                                                                       <C>
Part I.  Financial Information

         Item 1.   Financial Statements of Shell Company (the "Reorganized Company")

                   Condensed Balance Sheet of Boundless Corporation
                       as of June 30, 2006 (Unaudited)                                                               3

                   Condensed Statement of Operations of Boundless Corporation
                       for the period June 10 through June 30, 2006 (Unaudited)                                      4

                   Condensed Statement of Cash Flows of Boundless Corporation
                       for the period June 10 through June 30, 2006 (Unaudited)                                      5

                   Financial Statements of Debtor and Debtors-in-Possession (the "Predecessor Company")

                   Consolidated Condensed Balance Sheets as of June 9, 2006 (Unaudited)
                       and December 31, 2005                                                                         6

                   Consolidated Condensed Statements of Operations for the
                       periods April 1 through June 9, 2006 and January 1
                       through June 9, 2006
                       and for the three and six months ended June 30, 2005 (Unaudited)                              7

                   Consolidated Condensed Statements of Cash Flows for the
                       periods January 1 through June 9, 2006 and for the six
                       months ended
                       June 30, 2005 (Unaudited)                                                                     8

                   Notes to Consolidated Condensed Financial Statements of the Shell
                   Company (the "Reorganized Company) and Debtor and Debtors-in-Possession
                   (the "Predecessor Company")  (Unaudited)                                                          9

         Item 2.   Management's Discussion and Analysis of Financial Condition and Results
                     of Operations                                                                                  19

         Item 4.   Controls and Procedures
                                                                                                                    24
Part II. Other Information

         Item 1.   Legal Proceedings                                                                                25

         Item 6.   Exhibits                                                                                         25

Signature                                                                                                           26
</TABLE>

                                    2 of 29

<PAGE>

                              BOUNDLESS CORPORATION
                              (REORGANIZED COMPANY)
                             CONDENSED BALANCE SHEET
                                 (in thousands)

                                                                      June 30,
                                                                        2006
                                                                     ----------
ASSETS                                                               (unaudited)

  Current assets                                                     $       --
  Other assets                                                               --
                                                                     ----------
    Total assets                                                     $       --
                                                                     ==========

LIABILITIES  AND STOCKHOLDERS' DEFICIT

  Current liabilities                                                $       --
  Other liabilities                                                          --
                                                                     ----------
     Total liabilities                                                       --
                                                                     ----------


         COMMITMENTS AND CONTINGENCIES (Note 12)

Stockholders' deficit: (Note 7)
  Common stock to be issued                                                  40
  Additional paid-in capital                                                161
  Asset value to be recognized upon
    distribution of distributable shares                                   (200)
  Accumulated deficit                                                        (1)
                                                                     ----------
    Total stockholders' deficit                                              --
                                                                     ----------
    Total liabilities and stockholders' deficit                      $       --
                                                                     ==========

      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                    3 of 29
<PAGE>

                              BOUNDLESS CORPORATION
                              (REORGANIZED COMPANY)
                        CONDENSED STATEMENT OF OPERATIONS
                                 (in thousands)

                                                                      Period
                                                                    June 10 to
                                                                      June 30
                                                                    -----------
                                                                        2006
                                                                    -----------

Product revenue                                                     $        --
Cost of revenue                                                              --
                                                                    -----------

     Gross margin                                                            --

  General and administrative expense (Note 7)                                 1
                                                                    -----------
Loss before income taxes                                                     (1)

Income tax benefit                                                           --
                                                                    -----------
Net loss                                                            $        (1)
                                                                    ===========

Basic and diluted loss per common share                             $        --
                                                                    ===========

Basic and diluted weighted average shares outstanding                        --
                                                                    ===========

      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                    4 of 29
<PAGE>

                              BOUNDLESS CORPORATION
                              (REORGANIZED COMPANY)
                        CONDENSED STATEMENT OF CASH FLOWS
                                 (in thousands)

                                                                      Period
                                                                    June 10 to
                                                                     June 30
                                                                    ----------
                                                                        2006
                                                                    ----------
Cash flows from operating activities:
  Net loss                                                          $       (1)
  Adjustments to reconcile net loss to net cash provided
       by (used in) operating activities:
    Imputed expense                                                          1
 Changes in assets and liabilities:                                         --
                                                                    ----------
Net cash provided by (used in) operating activities                         --
                                                                    ----------
Net cash used in investing activities                                       --
                                                                    ----------
Net cash provided by (used in ) financing activities                        --
                                                                    ----------
Net decrease in cash and cash equivalents                                   --
Cash and cash equivalents at beginning of period                            --
                                                                    ----------
Cash and cash equivalents at end of period                          $       --
                                                                    ==========

Cash paid for:
  Interest                                                          $       --
  Taxes                                                                     --

      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                    5 of 29
<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES
                       (DEBTOR AND DEBTORS-IN-POSSESSION)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                             June 9,      December 31,
                                                               2006           2005*
                                                           ------------   ------------
ASSETS                                                     (unaudited)
<S>                                                        <C>            <C>
Current assets:
  Cash and cash equivalents                                $         85   $         14
  Trade accounts receivable, net                                    714            657
  Affiliate receivables                                              --             92
  Other receivables                                                 104             95
  Inventories (Note 3)                                              816            870
  Cash collateral and escrow accounts                                --            103
  Prepaid expenses and other current assets                          50             43
                                                           ------------    ------------
     Total current assets                                         1,769          1,874

Property and equipment, net (Note 4)                                128            130
Goodwill (Note 5)                                                   535             --
                                                           ------------   ------------
    Total assets                                           $      2,432   $      2,004
                                                           ============   ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities not subject to compromise
Current liabilities:
  Current portion of long-term debt (Note 8)               $        519   $         96
  Accounts payable                                                   32             50
  Accrued salaries                                                   --             73
  Accrued legal fees                                              1,405          1,154
  Purchase order commitments                                         --             50
  Accrued payroll and sales tax payable                              28             28
  Accrued warranty                                                   30             30
  Other accrued liabilities                                          27            203
                                                           ------------   ------------
     Total current liabilities                                    2,041          1,684
                                                           ------------   ------------

  Long-term debt, less current maturities (Note 8)                  283            650
  Deferred credits                                                  108             90
  Items subject to compromise:
  Manditorily redeemable preferred stock                             --          1,652
  Liabilities subject to compromise (Note 6)                         --         12,934
                                                           ------------   ------------
         Total liabilities                                        2,432         17,010
                                                           ------------   ------------

         COMMITMENTS AND CONTINGENCIES (Note 12)

Stockholders' deficit: (Note 7)
  Common stock                                                       --             67
  Additional paid-in capital                                         --         35,844
  Accumulated deficit                                                --        (50,917)
                                                           ------------   ------------
     Total stockholders'  deficit                                    --        (15,006)
                                                           ------------   ------------
    Total liabilities and stockholders' deficit            $      2,432   $      2,004
                                                           ============   ============
</TABLE>

* Condensed from audited financial statements

      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                    6 of 29
<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES
                       (DEBTOR AND DEBTORS-IN-POSSESSION)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                               Period       Three Months      Period       Six Months
                                                             April 1 to        Ended        January 1 to      Ended
                                                               June 9         June 30         June 9         June 30
                                                             -----------    ------------    -----------    -----------
                                                                 2006           2005            2006           2005
                                                             -----------    ------------    -----------    -----------
<S>                                                          <C>            <C>             <C>            <C>
Revenue:
  Product sales                                              $       829    $      1,350    $     1,968    $     2,794
  Services                                                           109             186            256            357
                                                             -----------    ------------    -----------    -----------
    Total revenue                                                    938           1,536          2,224          3,151
                                                             -----------    ------------    -----------    -----------
Cost of revenue
  Product sales                                                      699           1,137          1,754          2,262
  Services                                                            36              55             91            129
                                                             -----------    ------------    -----------    -----------
    Total cost of revenue                                            735           1,192          1,845          2,391
                                                             -----------    ------------    -----------    -----------

     Gross margin                                                    203             344            379            760

Other costs and expenses (income)
  Selling, general and administrative                                191             210            428            456
  Research and development                                            41              47             99            103
  Interest expense (excluding contractual interest of $18
    and $17 not recognized in 2006 and 2005, respectively)            34              54             83             92
  Loss on reimbursement of employee services (net of
    reimbursement of $0 and $20)                                      --               4             --              9
  Other income                                                       (17)            (17)           (53)           (22)
                                                             -----------    ------------    -----------    -----------
                                                                     249             298            557            638
                                                             -----------    ------------    -----------    -----------
Income (loss) before reorganization items                            (46)             46           (178)           122

Reorganization items (Note 10)                                       362              96            445            192
                                                             -----------    ------------    -----------    -----------
Loss from operations before extraordinary items                     (408)            (50)          (623)           (70)
Extraordinary gain on extinguishment of debt (Note 8)             14,262              --         14,262             --
                                                             -----------    ------------    -----------    -----------
Net income (loss)                                            $    13,854    $        (50)   $    13,639    $       (70)
                                                             ===========    ============    ===========    ===========

Basic and diluted gain (loss) per common share
  Loss from operations before extraordinary items            $     (0.06)   $      (0.01)   $     (0.09)   $     (0.01)
  Extraordinary gain on extinguishment of debt                      2.13              --           2.13             --
                                                             -----------    ------------    -----------    -----------
Basic and diluted gain (loss) per common share               $      2.07    $      (0.01)   $      2.03    $     (0.01)
                                                             ===========    ============    ===========    ===========

Basic and diluted weighted average shares outstanding              6,706           6,706          6,706          6,706
                                                             ===========    ============    ===========    ===========
</TABLE>

      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                    7 of 29
<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES
                       (DEBTOR AND DEBTORS-IN-POSSESSION)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                  January 1     Six Months
                                                                   through         Ended
                                                                   June 9        June 30,
                                                                 --------------------------
                                                                     2006           2005
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Cash flows from operating activities:
  Income (loss) before reorganization items                      $      (178)   $       122
  Adjustments to reconcile income before reorganization items
       to net cash provided by (used in) operating activities:
    Depreciation and amortization                                          6              1
    Change in deferred credits                                            10             19
    Provision for doubtful accounts                                       38             10
    Credit for excess and obsolete inventory                             (33)            --
Changes in assets and liabilities:
   Cash on deposit with lender                                            --            271
   Trade accounts receivable                                             (95)           122
   Affiliate receivables                                                  92              8
   Other receivables                                                      (9)           (28)
   Inventories                                                            87            249
   Cash collateral and escrow accounts                                   103           (151)
    Prepaid expense and other current assets                              (7)             6
  Accounts payable and accrued expenses                                  (73)          (324)
                                                                 -----------    -----------
Net cash provided by (used in) operating activities
  excluding reorganization items                                         (59)           305
                                                                 -----------    -----------
Cash flows from reorganization activities:
  Reorganization items, net                                             (445)          (192)
  Increase in liabilities, net                                           249            150
                                                                 -----------    -----------
Net cash used in reorganization activities                              (196)           (42)
                                                                 -----------    -----------
Cash flows from investing activities:
  Capital expenditures                                                    (3)           (18)
                                                                 -----------    -----------
Net cash used in investing activities                                     (3)           (18)
                                                                 -----------    -----------
Cash flows from financing activities:
  Net borrowings under new DIP/AR financing                              329            284
  Repayments of prior DIP debt                                            --           (653)
                                                                 -----------    -----------
Net cash provided by (used in) financing activities                      329           (369)
                                                                 -----------    -----------
Net increase (decrease) in cash and cash equivalents                      71           (124)
Cash and cash equivalents at beginning of period                          14            124
                                                                 -----------    -----------
Cash and cash equivalents at end of period                       $        85    $        --
                                                                 ===========    ===========

Cash paid for:
  Interest                                                       $        58    $        65
  Taxes                                                                   --             --
Non-cash transactions:
  Notes issued in satisfaction of unsecured claims                       376             --
  Stock of Technologies issued in satisfaction of
    Vision debt and accrued interest                                     830             --
</TABLE>

      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                    8 of 29
<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              OF THE SHELL COMPANY (THE "REORGANIZED COMPANY") AND
          DEBTOR AND DEBTORS-IN-POSSESSION (THE "PREDECESSOR COMPANY")
                                 (in thousands)
                                   (unaudited)

      1. Voluntary Reorganization Under Chapter 11 of the Bankruptcy Code

On June 9, 2006 (the "Effective Date"), the Company and its subsidiaries emerged
from  proceedings  under  Chapter 11 of Title 11 of the United  States Code (the
"Bankruptcy  Code")  pursuant to the terms of its Amended Plan (as defined).  On
June 1, 2006, the United States Bankruptcy Court for the Eastern District of New
York (the  "Bankruptcy  Court")  approved the Company's  fourth  amended plan of
reorganization  filed with the Bankruptcy Court, as modified at the confirmation
hearing (the "Amended Plan") and established June 9, 2006 as the Effective Date.

As used in this  Form  10-QSB,  the term  "Predecessor  Company"  refers  to the
Company and its  operations  for periods prior to June 10, 2006,  while the term
"Reorganized  Company" is used to describe  the Company and its  operations  for
periods thereafter.

Material Features of the Amended Plan

As soon as practicable  after the Effective Date, the Reorganized  Company shall
take all steps necessary to arrange for the  cancellation of each class of their
existing  common  stock and  preferred  stock.  Holders of  existing  common and
preferred  stock on the record date shall have his, her or its stock  cancelled,
and shall receive nothing on account  thereof from the Company.  As of August 4,
2006, the  Reorganized  Company had cancelled each class of the existing  common
stock and preferred stock.

On the Effective Date, the Reorganized  Company shall be authorized to issue one
hundred  (100,000,000) million shares of common stock ("Boundless Common Stock")
of which four million  shares  shall be issued to the  claimants as set forth in
the Amended Plan.

All  assets  of  the  Reorganized  Company,  if  any,  not  owned  by  Boundless
Technologies, Inc.("Technologies"), a wholly-owned subsidiary of the Predecessor
Company, shall be transferred to Technologies and any and all liabilities of the
Reorganized Company,  including guarantees,  shall be assumed by Technologies or
canceled.  On the Effective Date,  Boundless  Manufacturing  Services,  Inc. and
Boundless Acquisition Corp. shall be dissolved.

On the  Effective  Date,  Technologies  shall  issue,  or cause to be issued for
Vision's  benefit,  and  in  its  name,  shares  of  Technologies  common  stock
sufficient to provide Vision with 100% of the  Technologies  common stock issued
and outstanding,  or to be issued and  outstanding,  under the Amended Plan; and
the Reorganized Company shall issue, or cause to be issued for Vision's benefit,
and in its name,  2,040,000  shares of Boundless Common Stock which will provide
Vision  with 51% of such shares to be issued and  outstanding  under the Amended
Plan. The Boundless  Common Stock shall be issued in accordance with ss. 1145 of
the  Bankruptcy  Code.  Such  issuance  of the  Technologies  common  stock  and
Boundless Common Stock shall be deemed to be in full  satisfaction of the Vision
claim of $650 and current accrued interest thereon of $180.

The Amended Plan  contemplates  an annual  payment of cash to holders of allowed
unsecured claims (the "Claims"). These Claims aggregate approximately $12,986 at
June 9, 2006.  Subject to adjustment,  described below,  holders of Claims shall
receive their Pro Rata share of cash payments in an amount equal to 2% of annual
revenues  up to and  including  $7,000 on each of the  first,  second  and third
anniversary dates of the Effective Date; and cash payments in an amount equal to
4% of annual revenues  exceeding  $7,000 on each of the first,  second and third
anniversary dates of the Effective Date.

Payments of Claims shall be escrowed on a monthly basis, and  Technologies  must
forward  monthly  sales  reports  and  confirmation  of the escrow to  Committee
Counsel.  Each of the


                                    9 of 29
<PAGE>

annual  payments to be  distributed  to holders of the Claims  shall be: (i) not
less than $150 on each of the first and second  anniversary  dates; and (ii) not
less than $200 on the third anniversary date. The total amount to be distributed
to  holders  of  the  Claims   shall  be  not  less  than  $500  (the   "Minimum
Distribution").

If  Technologies  merges with  another  entity or is acquired by another  entity
prior to the payments of all amounts due and owing pursuant to the payment plan,
the remaining entity must assume the Technologies' obligations contained herein.
Annual  revenues  shall  include  only those  revenues  generated  from sales of
Technologies' product line existing prior to any merger or acquisition.

On the  Effective  Date,  each holder of Claims  shall also receive its pro rata
share of  1,960,000  shares of  Boundless  Common  Stock,  which shares shall be
issued in accordance with ss. 1145 of the Bankruptcy Code. As of August 4, 2006,
the  Reorganized  Company  was in the process of  validating  the Claims for the
purpose of determining the appropriate share distribution amongst the holders of
approved Claims.

At June 9, 2006, the Predecessor  Company had accrued  approximately  $1,481 for
legal assistance (the "Professional Fees") throughout the bankruptcy period. The
Predecessor  Company and the Professionals have agreed to a monthly payment plan
beginning on the 10th of the month  following the Effective  Date and continuing
for  sixty-six   months   thereafter.   Interest  shall  accrue  on  any  unpaid
Professional  Fees from the  Effective  Date at a rate of eight (8%) percent per
annum. The  Professionals  shall be granted a security  interest upon all of the
Predecessor  Company's  assets,  junior to the security interest thereon of EGC,
but pari passu with the Vision security interest, if any. When the Professionals
shall have been paid in full,  the  security  interest  in their  favor shall be
cancelled  and be of no further  force and  effect.  As of August 4,  2006,  the
Professionals had filed a security interest under the Uniform Commercial Code.

As of January 31, 2005, the  Predecessor  Company entered into an agreement with
its  secured  lender  Valtec  Capital,   LLC,  as  assignee  of  Valtec  Capital
Corporation,  a  Nevada  corporation  (the  "Prior  Lender")  to  terminate  its
debtor-in-possession  ("DIP")  financing  and  to  release  their  liens  on the
Predecessor  Company's personal property. In return for termination of the prior
DIP  financing  the  Predecessor  Company also agreed to pay the Prior Lenders a
total of $100 for legal fees they incurred during the bankruptcy  period. On the
Effective Date the Predecessor Company paid the obligation in full.

Subsequent to the Effective Date, the Reorganized Company contemplates acquiring
(the  "Acquisition") an interest in an operating company which desires to become
a public  company.  In effecting this subsequent  transaction  under the Amended
Plan, the Reorganized  Company will issue Boundless  Common Stock to acquire its
interests  in the  operating  company.  As a result these stock  issuances,  the
Boundless  Common  Stock  issued to Vision and holders of Claims will  represent
approximately  10% of the outstanding  common stock of the  Reorganized  Company
after the  Acquisition  is consummated  and the owners of the operating  company
will own  approximately  90% of the outstanding  common stock of the Reorganized
Company after the  transaction.  The  consummation of this  transaction  will be
undertaken in compliance  with the Securities  Laws of the United States and all
other jurisdictions,  if any, which require such compliance. In this regard, the
Predecessor Company filed a Form 8-K with the Securities and Exchange Commission
with respect to this transaction on June 13, 2006.

The amount of cash  payable to holders  of  Claims,  described  above,  shall be
subject  to  reduction  pro  rata,  in an  amount  equal  to 75% of the  average
aggregate  closing prices of the Boundless Common Stock traded on the electronic
bulletin board during the twenty  trading day period  beginning 60 calendar days
after the shares are listed on any of the following:  (i) the Nasdaq  Electronic
Bulletin Board, (ii) Nasdaq'a Small Cap or National Market or (iii) any exchange
(collectively,  a "Trading  Market").  For this  purpose,  if such shares do not
trade on a particular  trading day, the closing price for that day that shall be
used in  determining  the  average  closing  price of such  shares  shall be the
closing price for the shares on the last day it did trade.  No holder of a Claim
shall be required to return any cash  distributions  to Technologies as a result
of the adjustments  provided herein  notwithstanding  the value of the Boundless
Common Stock.  Holders of Claims will be


                                    10 of 29
<PAGE>

notified  promptly  after any such shares are listed on a Trading  Market and of
any adjustments hereunder.

Financial Statement Presentation.

The  unaudited  condensed   consolidated  interim  financial   statements,   and
accompanying  notes  included  herein,  have been  prepared  by the  Reorganized
Company  pursuant to the rules and  regulations  of the  Securities and Exchange
Commission  ("SEC") and reflect all adjustments  which are of a normal recurring
nature and which,  in the  opinion of  management,  are  necessary  for the fair
statement  of the  results of the three and six months  ended June 30,  2006 and
2005.  Certain  information  and  footnote  disclosures  have been  condensed or
omitted  pursuant to such  regulations.  The  results  for the  current  interim
periods are not necessarily  indicative of the results for the full year.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements  and the notes  thereto  in the  Predecessor
Company's  latest  annual  report  filed  with the SEC on Form 10-K for the year
ended  December 31, 2005.  The  accompanying  financial  statements  include the
accounts of the Predecessor  Company and its subsidiaries  through June 9, 2006,
on a consolidated basis. All significant inter-company accounts and transactions
have been eliminated.

      Comparability of Financial Information/ Going Concern

The reorganization  value of the assets of the Reorganized  Company  immediately
before the date of confirmation was not less than the total of all post-petition
liabilities and allowed claims.  As a result,  the Reorganized  Company does not
meet the criteria of SOP 90-7 for  fresh-start  reporting and is following P. 41
of SOP  90-7  as the  operative  guidance  for  accounting  and  reporting  upon
emergence  from  Chapter 11. In general P. 41 of SOP 90-7  requires  liabilities
compromised  by  confirmed  plans be stated at  present  values of amounts to be
paid,  determined at appropriate current interest rates; and forgiveness of debt
should be reported as an  extinguishment  of debt and  classified  in accordance
with APB Opinion 30, as amended.  The  implementation of P. 41 of SOP 90-7 as of
June  9,  2006,  materially  changed  the  amounts  previously  recorded  in the
consolidated  financial statements of the Predecessor  Company.  With respect to
reported operating results,  management believes that business segment operating
income  of the  Predecessor  Company  is  generally  comparable  to  that of the
Reorganized Company.  However,  capital costs (rent, interest,  depreciation and
amortization)  of the  Predecessor  Company  that  were  based  on  pre-petition
contractual  agreements and historical  costs are not comparable to those of the
Reorganized Company. In addition, the reported financial position and cash flows
of the  Predecessor  Company for periods prior to June 9, 2006 generally are not
comparable to those of the Reorganized Company.

In  connection  with the  emergence  from  Chapter 11, the  Predecessor  Company
recorded an extraordinary  gain of $14,262 from the restructuring of its debt in
accordance  with  the  provisions  of  the  Amended  Plan.   Other   significant
adjustments also were recorded to reflect the provisions of the Amended Plan and
the fair values of the assets and liabilities of the  Reorganized  Company as of
June 9, 2006. For accounting purposes, these transactions have been reflected in
the operating results of the Predecessor  Company for the period beginning April
1, 2006 and ended June 9, 2006.

In addition,  the FASB issued in June 2001 SFAS No. 142 ("SFAS 142"),  "Goodwill
and Other Intangible  Assets," which establishes the accounting for goodwill and
other  intangible  assets following their  recognition.  SFAS 142 applies to all
goodwill and other  intangible  assets  whether  acquired  singly,  as part of a
group,  or  in  a  business  combination.   SFAS  142  also  applies  to  excess
reorganization   value   recognized  in  accordance   with  SOP  90-7.  The  new
pronouncement  provides  that  goodwill  should not be  amortized  but should be
tested for impairment  annually using a fair-value based approach.  In addition,
SFAS 142 provides that intangible assets other than goodwill should be amortized
over their useful lives and reviewed for impairment in accordance  with SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets  to  Be  Disposed  Of."  Technologies  will  be  required  to  perform  a
transitional  impairment test for the excess reorganization value recorded as of
January 1, 2007.  Any impairment  loss recorded as a result of the  transitional
impairment test will be treated as a change in accounting principle.

The accompanying  consolidated  financial statements have been prepared assuming
the Company will  continue as a going concern and,  accordingly,  do not include
any  adjustments  that  might  result  from  the  outcome  of the  uncertainties
described herein.  The audit opinion


                                    11 of 29
<PAGE>

included in the  December  31, 2005 Form 10-K annual  report of the  Predecessor
Company contained an explanatory  paragraph regarding the Predecessor  Company's
ability to continue as a going concern.

The Predecessor Company had incurred significant losses from operations, and had
a working capital deficit totaling  approximately $272 as of June 9, 2006. These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going  concern,  unless  management's  plans are  affected  in a timely  manner.
Management believes that the actions, discussed below, in addition to profitable
growth of the  Company's  operating  subsidiaries,  will  afford the Company the
ability to fund its daily operations and service its remaining debt obligations.
No adjustments  have been made to the carrying value of assets or liabilities as
a result of the uncertainty about obtaining the cash required.

Since the Effective Date, the Reorganized Company has no operating business,  no
assets,  and its  imputed  operating  overhead  is  funded by  Technologies.  As
described herein, the Reorganized Company is actively  negotiating to acquire an
operating business. There can be no assurances that the operating entity will be
acquired or that a merger transaction will be consummated. As a result, there is
substantial doubt about the Reorganized Company's ability to continue as a going
concern.  No  adjustments  have  been  made  with  respect  to the  consolidated
financial  statements  to record  the  results of the  ultimate  outcome of this
uncertainty on the Reorganized Company.

      The primary  issues  management  will focus on  immediately  following the
Effective Date include:

      o     Working with its secured lender on a  restructuring  of the terms of
            the DIP debt which it holds,  thereby reducing the Company's cost of
            borrowing.

      o     Initiating  negotiations with suppliers to secure trade financing of
            working  capital  of  approximately  $1-2  million  under  terms and
            conditions  to be agreed upon.  There can be no assurance  that such
            financing will materialize.

      o     The continual  negotiation of material contracts for the sale of its
            manufacturing  services to customers which management  believes will
            provide  additional  liquidity  for  operations.  There  can  be  no
            assurances that these contracts will materialize.

      o     The ability of the Company to generate cash from  operations  and to
            maintain adequate cash on hand; and

      o     The ability of the Company to achieve profitability.

      The Company believes that positive  operating cash flows and profitability
will not come from the general  purpose text terminal  marketplace.  The Company
has been and will  continue  to focus on the current  business  from the current
customers in order to provide a reliable cash flow with which to execute  growth
plans. The paths to growth that the Company has developed include:

      1.  Repositioning the Company's business from a text terminal company to a
Point-of-Service/Point-of-Sale  ("POS") technology  company,  and build upon the
Company's  historical  success in POS to  establish  a strong  link  between the
Company's and POS' applications. A key activity in support of the POS initiative
includes leveraging the Company's existing technology platforms

      2. Gaining  access to a more modern and growing market through new product
offerings  including Web terminals and terminals  utilizing the Linux  operating
system  which  provide  high  security,  high  levels of  productivity  and high
reliability.

      3. Enter the Radio Frequency  Identification  ("RFID") market place with a
high  value-to-cost  offering.  Position  the company as a RFID  provider to POS
integrators and OEMs. RFID  Controllers - read/write RFID modules for both 13.56
mhz and 900 mhz- will be embedded into the Company's technology platforms.

      4. Applying its robust Build-to-Order ("BTO") processes to growth products
and markets.

      2. Summary of Certain Accounting Policies

These consolidated  financial  statements should be read in conjunction with the
consolidated  financial statements and notes thereto for the year ended December
31, 2005


                                    12 of 29
<PAGE>

included in the Predecessor Company's Annual Report on Form 10-K. The accounting
policies used in preparing these consolidated  financial statements are the same
as those described in the December 31, 2005 consolidated  financial  statements.
Certain prior year amounts, specifically the presentation of prepaid expense and
other current  assets,  have been  reclassified to conform to the current year's
presentation. These reclassifications had no effect on the Predecessor Company's
income or loss  before  reorganization  items,  net loss,  or related  per share
amounts  for  any  period  presented.  In  addition,  $200 of  debt  due  Vision
Technologies,  Inc.,  previously classified as current portion of long-term debt
at  December  31,  2005,  has been  reclassified  as  long-term  debt due to the
application of Statement of Financial Accounting  Standard-6  "Classification of
Short-term Obligations Expected to be Refinanced."

Cash and Cash Equivalents

All highly  liquid  investments  with  maturities at purchase of three months or
less are considered cash equivalents. Cash and cash equivalents excludes amounts
held  by the  Predecessor  Company's  DIP  lender  as  collateral  against  debt
outstanding under the Predecessor  Company's DIP financing  agreement as well as
cash  held  in  escrow  for  the  benefit  of the  professionals  assisting  the
Predecessor  Company in its bankruptcy case.  These cash amounts,  which totaled
$103 at December 31, 2005, are included in cash  collateral and escrow  accounts
on the Predecessor Company's consolidated balance sheets.

Minority Interest

In the absence of a commitment by minority shareholders to fund losses in excess
of their equity, such losses have been attributed to the Predecessor Company.

Revenue Recognition

The Company  recognizes revenue from product sales upon shipment to the customer
or passage of title and assumption of risk. The Company monitors product returns
generally,  which are for stock rotation with the coinciding  replacement order,
and records  provisions  for estimated  future  returns and  potential  warranty
liability at the time revenue is recorded.  Service  revenue is recognized  when
service is  performed  and  billable.  Revenue  from  maintenance  and  extended
warranty  agreements  is deferred  and  recognized  ratably over the term of the
agreement.

Supplier Concentration

The Company  purchases  subassemblies  and components for its products from more
than 40 domestic and Far East  suppliers.  For the quarter  ended June 30, 2006,
purchases from Radiance Electronics and Video Display Corporation  accounted for
approximately 44% and 13%, respectively,  of total purchases of material. During
the  second  quarter  of 2005  purchases  from  Radiance  Electronics  and Ansen
Corporation  accounted  for  approximately  29% and  24%,  respectively,  of the
Company's total purchases of material.

Net Income (Loss) Per Common Share

SFAS No. 128,  "Earnings Per Share," requires a reconciliation  of the numerator
and  denominator  of the basic net income  (loss) per share  computation  to the
numerator  and   denominator   of  the  diluted  net  income  (loss)  per  share
computation.

Pervasiveness of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


                                    13 of 29
<PAGE>

New Accounting Pronouncements

In March 2005, the Financial Accounting Standards Board (the "FASB") issued FASB
Interpretation  (FIN) No.  47,  "Accounting  for  Conditional  Asset  Retirement
Obligations,  an interpretation of FASB Statement No. 143". FIN No. 47 clarifies
that conditional asset retirement obligations meet the definition of liabilities
and should be  recognized  when  incurred if their fair values can be reasonably
estimated.  The Interpretation is effective no later than December 31, 2005. The
cumulative effect of initially applying the Interpretation will be recognized as
a change in accounting principle.  The Reorganized Company does not believe that
FIN No. 47 will have a material effect on its consolidated financial statements.

In June  2005,  the FASB  issued  FASB  Staff  Position  (FSP)  No.  FAS  143-1,
"Accounting for Electronic  Equipment Waste Obligations," that provides guidance
on how commercial  users and producers of electronic  equipment should recognize
and measure asset retirement  obligations associated with the European Directive
2002/96/EC on Waste Electrical and Electronic  Equipment (the  "Directive").  In
the second quarter of 2005,  the  Predecessor  Company  adopted FSP FAS 143-1 in
those  European Union (EU) member  countries that  transposed the Directive into
country-specific  laws. In the third quarter of 2005,  the  Predecessor  Company
adopted FSP FAS 143-1 in several  additional  EU-member  countries  that enacted
country-specific  laws in the current reporting period.  The adoption of the FSP
in the  second and third  quarter of 2005 did not have a material  effect on the
Predecessor Company's  consolidated  financial statements.  As of the end of the
current  quarter,  the majority of the EU-member  countries have  transposed the
Directive  into  country-specific  laws. The effect of applying FSP FAS 143-1 in
the  remaining  countries  in future  periods is not expected to have a material
effect on the Reorganized Company's consolidated financial statements.

In June 2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3." SFAS
No. 154 will become  effective for accounting  changes and corrections of errors
made in fiscal year 2006.  The  adoption of this  statement  is not  expected to
effect the Reorganized Company's consolidated financial statements.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets--an  amendment  of FASB  Statement  No.  140,"  that  provides
guidance on accounting for separately  recognized servicing assets and servicing
liabilities.  In  accordance  with the  provisions  of SFAS No. 156,  separately
recognized servicing assets and servicing liabilities must be initially measured
at  fair  value,  if  practicable.   Subsequent  to  initial  recognition,   the
Reorganized  Company  may use either the  amortization  method or the fair value
measurement  method to account for servicing  assets and  servicing  liabilities
within the scope of this Statement.  The Reorganized Company will adopt SFAS No.
156 in fiscal year 2007.  The adoption of this Statement is not expected to have
a  material  effect  on  the  Reorganized   Company's   Consolidated   Financial
Statements.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments--an  amendment  of FASB  Statements  No. 133 and 140," to
permit  fair  value  remeasurement  for any  hybrid  financial  instrument  that
contains an embedded  derivative  that  otherwise  would require  bifurcation in
accordance  with the  provisions  of SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging Activities." The Reorganized Company will adopt SFAS No.
155 in fiscal year 2007.  The adoption of this Statement is not expected to have
a  material  effect  on  the  Reorganized   Company's   Consolidated   Financial
Statements.

In  April  2006,  the  FASB  issued  FASB  Staff  Position  (FSP)  FIN  46(R)-6,
"Determining  the  Variability to Be Considered in Applying FASB  Interpretation
No. 46(R)",  that will become effective beginning third quarter of 2006. FSP FIN
No.  46(R)-6  clarifies  that  the  variability  to be  considered  in  applying
Interpretation 46(R) shall be based on an analysis of the design of the variable
interest  entity.  The  adoption of this FSP is not  expected to have a material
effect on the Reorganized Company's Consolidated Financial Statements.


                                    14 of 29
<PAGE>

3. Inventories- Predecessor Company

Inventories are stated at the lower of cost or market with costs determined on a
first-in first-out basis. On a quarterly basis the Company reviews quantities on
hand and on order and  records a  provision  for excess and  obsolete  inventory
based on forecasted  demand.  Should this analysis  indicate that the demand for
product has increased from previous estimates,  a decrease in the reserves would
be effected through a credit to the statement of operations.

<TABLE>
<CAPTION>
                                                           June 9,       December 31,
                                                         ------------    ------------
                                                              2006            2005
                                                         ------------    ------------
<S>                                                      <C>             <C>
Raw materials and purchased components                   $        910    $      1,004
Finished goods                                                    133             169
Manufacturing inventory reserves                                 (543)           (618)
Service parts                                                     316             315
                                                         ------------    ------------
                                                         $        816    $        870
                                                         ============    ============
</TABLE>

      4. Property and Equipment- Predecessor Company

Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                            June 9,      December 31,
                                                         ------------    ------------
                                                              2006            2005
                                                         ------------    ------------
<S>                                                      <C>             <C>
Buildings and improvements                               $         17    $         17
Machinery and equipment                                           122           6,531
                                                         ------------    ------------
                                                                  139           6,548
Less accumulated depreciation and amortization                     11           6,418
                                                         ------------    ------------
                                                         $        128    $        130
                                                         ============    ============
</TABLE>

Appropriate  assets are not depreciated  below their  respective  salvage value.
Depreciation  expense for the quarters ending June 9, 2006 and June 30, 2005 was
$3 and $1.

      5. Reorganization Value/Goodwill of Predecessor Company

Post-confirmation  accounting  resulted in $535 being recorded as goodwill as of
June 9, 2006 determined as follows:

Identifiable assets:
  Total current assets                           $  1,769
  Property and equipment                              128
                                                 --------

    Total identifiable assets                       1,897

Post-confirmation liabilities:
   Current portion of long-term debt                  519
  Accounts payable                                     32
  Accrued legal fees                                1,405
  Other accrued expenses                               85
                                                 --------
    Current liabilities                             2,041

  Long-term debt                                      283
  Deferred credits                                    108
                                                 --------
    Long-term liabilities                             391
                                                 --------

    Total liabilities                               2,432
                                                 --------

Reorganization value/goodwill                    $    535
                                                 ========


                                    15 of 29
<PAGE>

      6. Liabilities and Other Items Subject to Compromise

Liabilities and other items subject to compromise refers to liabilities incurred
and the issuance of preferred stock prior to the  commencement of the Chapter 11
Cases.  These amounts represent the Predecessor  Company's  estimate of known or
potential  pre-petition  claims to be resolved in connection with the Chapter 11
Cases.  Payment terms for these amounts have been established in connection with
the confirmation of the Amended Plan.

At June 9, 2006,  (immediately prior to the adjustments necessary to reflect the
Amended Plan),  and December 31, 2005, the  Predecessor  Company had liabilities
and other items  subject to  compromise  of  approximately  $14,638 and $14,586,
respectively, which consisted of the following:

<TABLE>
<CAPTION>
                                                         June 9,      December 31,
                                                       ------------   ------------
                                                           2006           2005
                                                       ------------   ------------
Liabilities:
<S>                                                    <C>            <C>
Accounts payable                                       $     10,904   $     10,912
Convertible notes payable, principally related to
  prior separation agreements                                   965            965
Accrued salaries                                                457            397
Accrued warranty                                                222            222
Capital lease obligations                                       438            438
                                                       ------------   ------------
                                                             12,986         12,934
Other:
Manditorily redeemable preferred stock                        1,652          1,652
                                                       ------------   ------------
                                                       $     14,638   $     14,586
                                                       ============   ============
</TABLE>

Pursuant to the Amended Plan, the mandatorily redeemable preferred stock is
cancelled.

      7. Stockholders' Deficit

At June 9, 2006 and December 31, 2005  stockholders'  deficit of the Predecessor
Company consisted of the following:

<TABLE>
<CAPTION>
                                                       Predecessor    Predecessor
                                                         Company        Company
                                                       ------------   ------------
                                                         June 9,      December 31,
                                                       ---------------------------
                                                           2006           2005
                                                       ------------   ------------
<S>                                                    <C>            <C>
Preferred stock, $0.01 par value, 1,000,000 shares
  authorized, none issued                              $         --   $         --
Common stock, $0.01 par value, 25,000,000 shares
  authorized,6,705,613 shares issued and outstanding             --             67
Additional paid-in capital                                       --         35,844
Accumulated deficit                                              --        (50,917)
Accumulated other comprehensive loss                             --             --
                                                       ------------   ------------
     Total stockholders' deficit                       $         --   $    (15,006)
                                                       ============   ============
</TABLE>

Pursuant to the Amended Plan, all existing  shares of capital of the Predecessor
Company are cancelled.

At June 30, 2006 the stockholders'  deficit of the Reorganized Company consisted
of the following:


                                    16 of 29
<PAGE>

                                                     Reorganized
                                                       Company
                                                    -------------
                                                      June 30,
                                                    -------------
                                                         2006
                                                    -------------
Common stock, $0.01 par value, 100,000,000 shares
  authorized, 4,000,000 shares distributable        $          40
Additional paid-in capital                                    161
Asset value to be recognized upon
    distribution of distributable shares                     (200)
Accumulated deficit                                            (1)
                                                    -------------
     Total stockholders' deficit                    $          --
                                                    =============

As of the Effective  Date,  the  Reorganized  Company is authorized to issue one
hundred  (100,000,000) million shares of common stock ("Boundless Common Stock")
of which four million shares are  distributable to the claimants as set forth in
the Amended Plan.  (See Note 1) As of August 15, 2006,  the shares have not been
distributed.

For the period June 10, 2006  through  June 30, 2006,  the  Reorganized  Company
recognized  imputed  expenses  of $1,  representing  the  estimate  of  expenses
(principally   salaries)  incurred  by  Technologies  for  the  benefit  of  the
Reorganized Company following emergence from Chapter 11.

      8. Extinguishment of Debt

In  connection  with  the  restructuring  of its  debt in  accordance  with  the
provisions  of  the  Amended  Plan,   the   Predecessor   Company   realized  an
extraordinary  gain of  $14,262.  For  accounting  purposes,  this gain has been
reflected in the  operating  results of the  Predecessor  Company for the period
ended June 9, 2006.

   A summary of the extraordinary gain follows (in thousands):

Liabilities restructured:
Debt obligations:
    Accounts payable                                    $ 10,904
    Convertible notes payable, principally related to
        prior separation agreements                          965
    Accrued salaries                                         457
    Accrued warranty                                         222
    Capital lease obligations                                438
                                                        --------
                                                          12,986
Other:
Manditorily redeemable preferred stock                     1,652
                                                        --------
                                                          14,638

Less consideration exchanged:
Unsecured notes payable to unsecured creditors              (376)
                                                        --------
                                                        $ 14,262
                                                        ========

As  discussed in Note 1- "Material  Features of the Amended  Plan",  the Amended
Plan calls for cash payments,  in amounts  subject to adjustment,  to holders of
approved unsecured claims (the "Claims).  Subject adjustment,  holders of Claims
shall  receive their Pro Rata share of cash payments in an amount equal to 2% of
annual  revenues up to and including  $7,000,  on each of the first,  second and
third  anniversary  dates of the Effective  Date; and cash payments in an amount
equal to 4% of annual revenues  exceeding $7,000,  on each of the first,  second
and third anniversary dates of the Effective Date.

Each of the annual payments to be distributed to holders of the Claims shall be:
(i) not


                                    17 of 29
<PAGE>

less than $150 on each of the first and second  anniversary  dates; and (ii) not
less than $200 on the third anniversary date. The total amount to be distributed
to holders of the Claims shall be not less than $500 (the Minimum Payment).

The Minimum Payment,  described above, does not bear interest; and, as a result,
the consideration  exchanged has been recorded at a discount utilizing a rate of
14%, the Company's current effective  borrowing rate under the lending agreement
with Entrepreneur  Growth Capital. No value has been attributed to the Boundless
Common Stock distributable to holders of Claims as the amount of cash payable to
holders of Claims,  described above,  shall be subject to reduction pro rata, in
an amount equal to 75% of the average  aggregate closing prices of the Boundless
Common Stock traded on the  electronic  bulletin board during the twenty trading
day period  beginning 60 calendar days after the shares are listed on any of the
following:  (i) the Nasdaq Electronic Bulletin Board, (ii) Nasdaq'a Small Cap or
National Market or (iii) any exchange (collectively, a "Trading Market").

The  obligation  to the  holders of  approved  unsecured  claims was  assumed by
Technologies on the Effective Date.

      9. Income Taxes

The  Predecessor  Company has reduced its net deferred tax assets by a valuation
allowance to the extent management does not believe it is "more likely than not"
that  the  asset  ultimately  will be  realizable.  If all or a  portion  of the
pre-reorganization  deferred tax asset is realized in the future,  or considered
to "more  likely  than not" be  realizable  by  management,  the  reorganization
intangible  recorded in connection  with  post-confirmation  accounting  will be
reduced  accordingly.  If the  reorganization  intangible is eliminated in full,
other  intangibles will then be reduced,  with any excess treated as an increase
to capital in excess of par value.

In connection with the  reorganization,  the Predecessor Company realized a gain
from the extinguishment of certain  indebtedness.  This gain will not be taxable
since the gain  resulted  from the  reorganization  under the  Bankruptcy  Code.
However,  the  Reorganized  Company  will be  required  to  reduce  certain  tax
attributes  relating  to (a) net  operating  loss  carryforwards  ("NOLs"),  (b)
certain tax credits and (c) tax bases in assets in an amount  equal to such gain
on extinguishment.

The reorganization of the Predecessor  Company on the Effective Date constituted
an ownership change under Section 382(1)(5) of the Internal Revenue Code and the
use of any of Technologies'  and the Predecessor  Company's NOLs and tax credits
generated  prior to the  ownership  change  will not be subject  to the  overall
annual  limitations  prescribed by Section 382(a) of the Internal  Revenue Code.
However,  Technologies  must reduce its NOLs by an amount  equal to the interest
paid or accrued on the claims of the Predecessor  Company's creditors who became
shareholders of the Reorganized Company.

The Predecessor  Company has NOLs of  approximately  $26,220 as of June 9, 2006.
Losses limited by Section 382 may be carried forward indefinitely.

      10. Reorganization Expenses

Reorganization expenses of the Predecessor Company were as follows:

                                       For the period    Six months
                                      January 1 through    Ended
                                           June 9         June 30,
                                      -----------------------------
                                           2006            2005
                                         --------        --------
Professional fees                        $    432        $    150
United States District Court fees              13              14
Facility relocation expenses                   --              20
Other expenses                                 --               8
                                         --------        --------
                                         $    445        $    192
                                         ========        ========


                                    18 of 29
<PAGE>

      11. Major Customers

The Company markets its terminal products through OEMs and reseller distribution
channels. Customers can buy the Company's products from an international network
of value-added  resellers  (VARs) and regional  distributors.  Through its sales
force,  the Company sells directly to large VARs and regional  distributors  and
also sells to major national and international  distributors.  1st Solutions and
Ingram Micro  contributed  18% and 11%,  respectively,  of total revenue for the
period  January 1, 2006 through June 9, 2006.  Ingram Micro  contributed  21% of
total revenues for the six months ended June 30, 2005.

      12. Litigation and Contingencies

The Company is subject to lawsuits and claims that arise in the normal course of
business.  As of the Effective Date,  outstanding claims against the Predecessor
Company were extinguished in bankruptcy. See Part II- Other Information, Item 1.
Legal Matters.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Comparability of Financial Information

The emergence from Chapter 11 as of June 9, 2006 materially  changed the amounts
previously recorded in the consolidated  financial statements of the Predecessor
Company.

In connection  with the  implementation  of P. 41 of SOP 90-7,  the  Predecessor
Company recorded an extraordinary  gain of $14,262 from the restructuring of its
debt in accordance  with the  provisions  of the Amended Plan. In addition,  the
portion of  reorganization  value  which  could not be  attributed  to  specific
tangible  or  identified  intangible  assets  of the  emerging  entity  has been
reported as goodwill in accordance  with FASB  Statement  No. 142,  Goodwill and
Other Intangible  Assets.  Other  significant  adjustments also were recorded to
reflect the provisions of the Amended Plan and the fair values of the assets and
liabilities  of the  Reorganized  Company  as of June 9,  2006.  For  accounting
purposes, these transactions have been reflected in the operating results of the
Predecessor  Company  for the period  beginning  April 1, 2006 and ended June 9,
2006.

RESULTS OF OPERATIONS- PREDECESSOR COMPANY

The numbers and  percentages  contained in this Item 2 are  approximate.  Dollar
amounts are stated in thousands. References to "the quarter ended June 9, 2006",
the  "second  quarter of 2006" or "the six months  ended June 9, 2006" means the
results of operations of the  Predecessor  Company for the periods April 1, 2006
to June 9, 2006, and January 1, 2006 to June 9, 2006, respectively.

Revenue - Revenue  for the  quarter  ended June 9, 2006 was $938 as  compared to
$1,536 for the quarter  ended June 30,  2005.  Revenue for the six months  ended
June 9, 2006 was $2,224 versus $3,151 for the six months ended June 30, 2005.

Sales of the Company's General Display Terminals were $827 for the quarter ended
June 9, 2006  compared to $1,344 for the quarter  ended June 30, 2005.  Sales of
the Company's  General  Display  Terminals  were $1,963 for the six months ended
June 9, 2006 compared to $2,788 for the six months ended June 30, 2005.

Text revenue includes sales of the Company's  general-purpose display terminals.
The  Company's  product  family  falls into two general  classes:  ANSI or ASCII
display terminals.  The general purpose segment of the Text market, whether ANSI
or ASCII,  is primarily  characterized  as a  "replacement  sale"  market.  Text
terminal  customer  purchasing  criteria  are based on  quality,  customization,
compatibility  with  other  terminals,  price  and,  as a


                                    19 of 29
<PAGE>

result of the markets replacement  characterization,  lead-times.  Historically,
the Company has been a leader in these categories.

The Company  anticipates sales of its General Display Terminals will continue to
decline  as  customers   transition  to  newer   technologies   with   graphical
capabilities.

Net revenue from EMS  activities,  primarily  logistics  services sold to Unique
Co-operative Solutions, Inc. ("UCSI"), were $67 for the six months ended June 9,
2006, as compared to $11 for the six months ended June 30, 2005.  UCSI is wholly
owned  by Mr.  Oscar  Smith,  who also is the  majority  shareholder  of  Vision
Technologies,  Inc. ("Vision").  The Company's Amended Plan provides that Vision
will own 100% of Technologies,  and will receive this ownership in settlement of
the  $650   note   payable   due  to  him  plus   accrued   interest   of  $180.
Pre-confirmation,  Mr. Smith currently owns approximately 15% of the outstanding
common stock of the Predecessor Company.

Net revenue from the Company's  repairs and spare parts business for the quarter
ended June 9, 2006 was $90 as compared  to $180 for the  quarter  ended June 30,
2005. On a year-to-date basis,  repairs and spare parts revenue was $187 in 2006
compared to $347 in 2005. This revenue includes the sale of spare parts,  repair
of product outside of the warranty period,  and the sale of multi-year  warranty
contracts. Historically, customer service revenue has been driven from the sales
of the Company's text terminal products.

The Company's engineering efforts have focused on cost reduction and reliability
improvements.  These  efforts  have  decreased  the average  failure rate of the
Company's  text  terminals  and  extended  the  average  useful life of the text
terminal.  These  improvements  have reduced the  Company's  ability to generate
revenue from spare parts sales and repair activities. In addition, a substantial
market has evolved around the sale of used equipment, as customers trade in text
terminals when they switch to  alternative  technologies,  thereby  reducing the
Company's opportunity to sell new equipment.

During the second  quarter of 2006,  1st Solutions and Ingram Micro  contributed
20% and 16%, respectively,  of total revenue.  During the first quarter of 2005,
Ingram Micro  contributed  24% of total  revenues.  During the second quarter of
2005, Ingram Micro contributed 17%, and CDG Management,  LLC contributed 13%, of
total revenues.

Gross Margin - The Company recorded gross margin for the three months ended June
9, 2006 of $203  (21.6% of revenue)  compared to gross  margin of $344 (22.4% of
revenue) for the second  quarter of 2005.  Gross margin for the six months ended
June 9, 2006 was $379 (17% of revenue) compared to $760 (24% of revenue) for the
six  months  ended  June 30,  2005.  The  decrease  in total  gross  margin as a
percentage  of revenue  is  attributable  to the  reduction  in the  Predecessor
Company's revenue without a corresponding reduction in the Predecessor Company's
manufacturing overhead expenses, which expenses include fixed costs such as rent
for the  manufacturing  facility.  Manufacturing  overhead  expenses  in the six
months ended June 9, 2006 were $427, or 19% of revenue,  as compared to $516, or
16% of revenue, for the first and second quarters of 2005.

Increasing  energy prices have adversely  affected the Company's  reported gross
margin for the first  quarter  of 2006  compared  to the first  quarter of 2005.
Certain  petroleum-based   components  utilized  in  the  manufacturing  of  the
Company's products have increased in cost to the Company.  Additionally,  rising
fuel prices have resulted in increases to the cost of in-bound  freight expense.
The  Company  estimates  that these cost  increases  have  resulted in a 4 point
reduction in reported gross margin as a percent of revenue in 2006 versus 2005.

Total  Operating  Expenses  - For the  quarter  ended  June 9,  2006,  operating
expenses, excluding interest expense and reorganization expenses associated with
the  Company's  bankruptcy  filing,  were $232  (25% of  revenue),  compared  to
expenses  for the  second  quarter of 2005 of $257 (17% of  revenue).  Operating
expenses for year-to-date  2006 were $527 (24% of revenue) compared to $559 (18%
of revenue) for the first and second quarters of 2005.


                                    20 of 29
<PAGE>

The  Company  reviews  its  account  receivable  balances  monthly to assess its
estimate of the  collectability  of such accounts.  The Company  utilizes ratios
based on its historical  experience,  as well as management's  judgment,  in its
assessment.  For the second quarter of 2006 the Predecessor Company recorded bad
debt  reserves  against its  receivables  in an amount of  approximately  $38 as
compared to $10 during the second quarter of 2005.

Loss on reimbursement  of employee  services - Beginning in the first quarter of
2004 the Company agreed to provide UCSI resources,  primarily Company employees,
to allow UCSI to pursue programs critical to their continued  development of the
thin client market.  UCSI is wholly-owned by Mr. Oscar Smith.  Mr. Smith is also
the majority owner of Vision  Technologies,  Inc., the entity which owns 100% of
Technologies  as of the Effective  Date. A monthly  charge to UCSI was agreed to
based upon the Company's  estimate of the percentage of time its employees would
be devoted to UCSI  projects.  During  the  second  quarter of 2005 the  Company
charged  UCSI  $20  and  incurred  expenses  of  $24,  resulting  in a  loss  on
reimbursement  of $4.  For the six  months  ended  June  30,  2005  the  loss on
reimbursement of employee  services was $9. The agreement to provide services to
UCSI terminated in the second quarter of 2005.

Other income - Other income for the quarter  ended June 9, 2006 was $17 compared
to income of $17 for the quarter ended June 30, 2005.  Other income  recorded in
2006  includes $8 relating to a reduction  in reserves  for product  warranties.
Other income in 2005  includes $20 relating to refunds of prior years'  personal
property tax  assessments.  The Company follows  policies to establish  reserves
against  its trade  receivables  and  inventory,  and  periodically  reviews the
adequacy of these reserves.  The Company utilizes ratios based on its historical
experience, as well as management's judgment, in its assessment.

Interest  Expense - Interest  expense for the quarter ended June 9, 2006 was $34
compared  to $54 for the  quarter  ended June 30,  2005.  In January  2005,  the
Company replaced its then existing DIP financing with DIP financing  provided by
Entrepreneur Growth Capital, LLC ("EGC"). At June 9, 2006 and June 30, 2005, the
balance due EGC was $426 and $285, respectively, and carried an interest rate of
the  prime  rate  plus  6%.  In  addition,  in June  2003 the  Bankruptcy  Court
authorized  the  Predecessor  Company  to  secure  $650 of  junior  secured  DIP
financing  from  Vision.  The Vision DIP  financing  carries  interest at 8% per
annum.   Interest  expense  incurred  on  the  Vision  debt  was  $13  and  $15,
respectively, for the quarters ended June 9, 2006 and June 30, 2005.

Reorganization Expenses - During the second quarter of 2006 the Company recorded
reorganization  expenses  of $362,  primarily  for legal  fees  incurred  in the
bankruptcy.  For the quarter ended June 30, 2005,  reorganization  expenses were
$96, which amount included  approximately  $75 for legal fees and $10 related to
expenses associated with the Predecessor  Company's relocating its manufacturing
operations to Farmingdale, New York.

Extraordinary  Gain on  Extinguishment of Debt- On June 9, 2006, the Predecessor
Company  recorded a gain on the  settlement of  pre-petition  obligations in the
amount of $14,262. See Note 8.

Income Tax  Expense/Credit  - For the  quarters  ended June 9, 2006 and June 30,
2005 the  Company  did not record  income  tax  expense  or credit  against  the
recorded results. The Predecessor Company recorded no income tax benefit for the
quarter ended June 9, 2006,  despite recording a gain on extinguishment of debt,
as this gain will not be taxable since it resulted from the reorganization under
the Bankruptcy Code. For annual reporting  purposes,  the Company has provided a
100% valuation allowance for its net deferred tax assets. See Note 9.

Net Income  (Loss) - For the  quarter  June 9,  2006,  the  Predecessor  Company
recorded  net income of  $13,854,  compared to a net loss of $50 for the quarter
ended June 30, 2005.

RESULTS OF OPERATIONS- REORGANIZED COMPANY

Upon emergence from  bankruptcy,  the assets and  liabilities of the Predecessor
Company were assumed by Technologies. The Reorganized Company is a shell company
as defined by Rule 12b-2 of the Exchange Act.

For the period June 10, 2006  through  June 30, 2006,  the  Reorganized  Company
recognized  imputed  expenses  of $1,  representing  the  estimate  of  expenses
(principally   salaries)


                                    21 of 29
<PAGE>

incurred by Technologies  for the benefit of the Reorganized  Company  following
emergence from Chapter 11.

LIQUIDITY AND CAPITAL RESOURCES

The matters  described in "Liquidity and Capital  Resources," to the extent that
they relate to future events or expectations,  may be significantly  affected by
the terms of the Amended Plan.

As discussed in Note 1, on the Effective Date, the assets and liabilities of the
Predecessor Company were assumed by Technologies.

Subsequent to the Effective Date, the Reorganized Company contemplates acquiring
(the  "Acquisition") an interest in an operating company which desires to become
a public  company.  In effecting this subsequent  transaction  under the Amended
Plan, the Reorganized  Company will issue Boundless  Common Stock to acquire its
interests  in the  operating  company.  As a result these stock  issuances,  the
Boundless  Common  Stock  issued to Vision and holders of Claims will  represent
approximately  10% of the outstanding  common stock of the  Reorganized  Company
after the  Acquisition  is consummated  and the owners of the operating  company
will own  approximately  90% of the outstanding  common stock of the Reorganized
Company after the  transaction.  The  consummation of this  transaction  will be
undertaken in compliance  with the Securities  Laws of the United States and all
other jurisdictions,  if any, which require such compliance. In this regard, the
Reorganized  Company  will  file a Form  8-K with the  Securities  and  Exchange
Commission with respect to this transaction.

Since the Effective Date, the Reorganized Company has no operating business,  no
assets,  and its  imputed  operating  overhead  is  funded by  Technologies.  As
described herein, the Reorganized Company is actively  negotiating to acquire an
operating business. There can be no assurances that the operating entity will be
acquired or that a merger transaction will be consummated. As a result, there is
substantial doubt about the Reorganized Company's ability to continue as a going
concern.  No  adjustments  have  been  made  with  respect  to the  consolidated
financial  statements  to record  the  results of the  ultimate  outcome of this
uncertainty on the Reorganized Company.

The audit  opinion  included in the December 31, 2005 Form 10-K annual report of
the  Predecessor  Company  contained  an  explanatory  paragraph  regarding  the
Predecessor  Company's  ability to continue as a going concern.  The Predecessor
Company  had  incurred  significant  losses from  operations,  and had a working
capital deficit  totaling  approximately  $272 as of June 9, 2006. These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern,  unless  management's  plans  are  affected  in  a  timely  manner.  No
adjustments  have been made to the carrying  value of assets or liabilities as a
result of the uncertainty about obtaining the cash required.

The   Predecessor   Company's   total  cash  and  cash   equivalents   increased
approximately $71 to $85 at June 9, 2006 from $14 at the end of fiscal 2005. The
loss before reorganization items and extraordinary gain on the extinguishment of
debt of $178,  net of non-cash  effects of $21,  contributed  $157 of the $59 in
cash used in operating activities during the period January 1, 2006 through June
9, 2006. Changes in current assets and liabilities increased cash from operating
activities by $98 as follows:  net decreases in affiliate and other  receivables
of $83,  decreases in cash collateral and escrow accounts of $103, and decreases
in inventory of $87. These increases in cash used in operations were offset by a
decrease in accounts  payable and accrued expenses of $73 and increases in trade
receivables of $95.

Net cash  used in  reorganization  activities  for the  period  January  1, 2006
through June 9, 2006,  was $196,  composed of $432 related to legal expenses and
$13 in expenses  associated with the U.S. Trustee  administering  the bankruptcy
case.   These  expenses  were  offset  by  increases  in  accrued   liabilities,
principally for legal expenses of $249.

Net cash used in  investing  activities  for the period  January 1, 2006 through
June 9, 2006, consisted of $3 for the purchase of machinery and equipment.

Net cash  provided by  financing  activities  amounted to $329 during the period
January  1,  2006  through  June 9,  which  amount  included  repayments  of the
Company's  DIP debt in the  amount of  $2,879,  offset by  borrowings  under the
Company's DIP financing agreement in the amount of $2,550.


                                    22 of 29
<PAGE>

Net cash provided by operating  activities  during the six months ended June 30,
2005 was $305,  principally related to income before reorganization  expenses of
$122,  reductions  in cash on deposit with lenders of $271,  and  reductions  in
inventories and trade accounts  receivable of $249 and $122,  respectively.  Net
cash  provided by operating  activities  during the first six months of 2005 was
reduced by increases in other assets,  principally  cash  collateral of $151. In
addition, accounts payable and accrued expenses decreased by $324.

For the first  and  second  quarters  of 2005,  net cash used in  reorganization
activities  was $42. Net cash used in 2005 includes $150 for legal fees incurred
during the bankruptcy period, $20 incurred for facility  relocation expenses and
$14 of expenses associated with fees paid to the U.S. Trustee  administering the
bankruptcy case. These expenses were offset by increases in liabilities of $150.

For the six months  ended June 30, 2005,  net cash used in financing  activities
was $369,  consisting of payments to Valtec of $653 and net borrowings under the
EGC DIP financing agreement of $284.

FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

This Form  10-QSB  contains  various  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E  of the  Securities  Exchange  Act  of  1934,  as  amended.  Forward-looking
statements  represent the Company's  expectations and beliefs  concerning future
events,  based on information  available to us on the date of the filing of this
Form 10-QSB, and are subject to various risks and uncertainties. We disclaim any
intent or obligation to update or revise any of the forward-looking  statements,
whether  in  response  to  new   information,   unforeseen   events  or  changed
circumstances  except as required to comply with the disclosure  requirements of
the federal securities laws.

      Forward looking  statements  necessarily  involve known and unknown risks,
uncertainties  and other  factors that may cause the actual  results,  levels of
activity,  performance,  or  achievements  to be materially  different  from any
future results,  levels of activity,  performance,  or achievement  expressed or
implied by such  forward-looking  statements.  Readers are  cautioned  to review
carefully the discussion  concerning  these and other risks which can materially
affect  the  Company's  business,  operations,  financial  condition  and future
prospects.

      In some cases, you can identify forward-looking  statements by terminology
such as "may," "will,"  "should,"  "could,"  "intend,"  "expect,"  "anticipate,"
"assume",    "hope",   "plan,"   "believe,"   "seek,"   "estimate,"   "predict,"
"approximate,"   "potential,"  "continue",   or  the  negative  of  such  terms.
Statements including these words and variations of such words, and other similar
expressions, are forward-looking statements.  Although the Company believes that
the  expectations  reflected in the  forward-looking  statements  are reasonable
based upon its knowledge of its business,  the Company cannot absolutely predict
or  guarantee  its  future  results,   levels  of  activity,   performance,   or
achievements.  Moreover,  neither  the  Company  nor any  other  person  assumes
responsibility for the accuracy and completeness of such statements.

      The Company notes that a variety of factors could cause its actual results
and  experience  to differ  materially  from the  anticipated  results  or other
expectations  expressed  in  its  forward-looking   statements.  The  risks  and
uncertainties  that may  affect the  operations,  performance,  development  and
results of its business include, but are not limited to, the following:  changes
in spending  patterns;  changes in overall  economic  conditions;  the impact of
competition  and  pricing;   the  financial   condition  of  the  suppliers  and
manufacturers  from whom the  Company  sources its  merchandise;  changes in tax
laws;  the Company's  ability to hire,  train and retain a consistent  supply of
reliable  and  effective  participants  in  its  marketing  operations;  general
economic,  business and social  conditions  in the United  States;  the costs of
complying  with  changes in  applicable  labor laws or  requirements,  including
without limitation with respect to health care; changes in the costs of interest
rates,  insurance,  shipping  and  postage,  energy,  fuel  and  other  business
utilities;  the risk of  non-payment  by, and/or  insolvency  or bankruptcy  of,


                                    23 of 29
<PAGE>

customers  and others owing  indebtedness  to the  Company;  actions that may be
taken by creditors with respect to the Company's obligations that are subject to
default  proceedings;  threats or acts of terrorism  or war;  and strikes,  work
stoppages or slow downs by unions  affecting  businesses which have an impact on
the Company's ability to conduct its own business operations.

      Forward-looking  statements  that the Company  makes,  or that are made by
others on its behalf with its  knowledge  and express  permission,  are based on
knowledge of the Company's  business and the  environment  in which it operates,
but because of the factors listed above, actual results may differ from those in
the  forward-looking  statements.   Consequently,  these  cautionary  statements
qualify all of the forward looking  statements  made herein.  The Company cannot
assure the reader that the  results or  developments  anticipated  by it will be
realized or, even if substantially  realized, that those results or developments
will result in the  expected  consequences  for it or affect it, its business or
operations  in the way the Company  expects.  Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
dates,  or  on  any  subsequent  written  and  oral  forward-looking  statements
attributable to the Company or persons acting on its behalf, which are expressly
qualified in their entirety by these cautionary statements. The Company does not
undertake   any   obligation   to  release   publicly  any   revisions  to  such
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or thereof or to reflect the occurrence of  unanticipated  events,  other
than as  required  to comply  with the  disclosure  requirements  of the federal
securities laws.

Item 4. Controls and Procedures

An evaluation was carried out under the supervision  and with the  participation
of the Company's  management,  including the Chief Executive Officer ("CEO") and
Chief  Financial  Officer  ("CFO"),   of  the  effectiveness  of  the  Company's
disclosure  controls  and  procedures  as  of  June  30,  2006.  Based  on  that
evaluation,  the Company's management,  including the CEO and CFO, has concluded
that the Company's disclosure controls and procedures are effective.  During the
period  covered by this report,  there was no change in the  Company's  internal
control over financial reporting that has materially affected,  or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.


                                    24 of 29
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Matters

In re: Boundless Corporation, et. al.

As discussed  above,  on the  Petition  Date,  the  Company,  and its wholly and
majority owned subsidiaries filed voluntary  petitions for reorganization  under
Chapter 11 of the Bankruptcy Code in the Bankruptcy  Court. The Chapter 11 Cases
were being jointly administered under the caption "In re Boundless  Corporation,
et al., Case No.  03-81558-478."  As  debtors-in-possession,  we were authorized
under  Chapter 11 to continue to operate as an ongoing  business,  but could not
engage in transactions outside the ordinary course of business without the prior
approval of the Bankruptcy Court. As of the Petition Date, virtually all pending
litigation  was stayed,  and absent further order of the  Bankruptcy  Court,  no
party,  subject to certain exceptions,  could take any action,  again subject to
certain  exceptions,  to recover on pre-petition claims against us. In addition,
we  could  reject   pre-petition   executory   contracts  and  unexpired   lease
obligations, and parties affected by these rejections could file claims with the
Bankruptcy Court.

As of the Effective Date,  outstanding  claims against the  Predecessor  Company
were extinguished in bankruptcy.

Additional  information  regarding  legal  matters may be found in the Company's
Annual Report on Form 10-K for the year ended December 31, 2005.

Item 2. Changes in Securities

The  information  required  by this item is  incorporated  by  reference  to the
information  regarding material features of the Amended Plan contained in Note 1
of the Notes to Condensed Consolidated Financial Statements.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 31.1:  Certification of Acting Chief Executive  Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

Exhibit  31.2:  Certification  of  Chief  Financial  Officer  pursuant  to  Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

Exhibit 32:  Certification of Acting Chief Executive Officer and Chief Financial
Officer  pursuant to 18 U.S.C.  1350, as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

A  Current  Report  on Form 8-K was  filed  with  the  Securities  and  Exchange
Commission  on June 13, 2006,  announcing  the  emergence  from  bankruptcy  and
describing the terms of the Amended Plan.


                                    25 of 29
<PAGE>

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated: August 16, 2006

Boundless Corporation


By: /s/Joseph Gardner
----------------------------------------
Joseph Gardner
Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)


                                    26 of 29