As
filed
with the U.S. Securities and Exchange Commission on June
29,
2006
Registration
No. 333-131829
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 2 TO
FORM
SB-2 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nevada
|
Sensor
System Solutions, Inc.
|
98-0226032
|
(State
or Other Jurisdiction of Incorporation
|
(Name
of Registrant in Our Charter)
|
(I.R.S.
Employer Identification No.)
|
or
Organization)
|
|
|
|
|
Michael
Young
|
45
Parker Avenue, Suite A
|
|
45
Parker Avenue, Suite A
|
Irvine,
California 92618
|
|
Irvine,
California 92618
|
(949)
855-6688
|
7389
|
(949)
855-6688
|
(Address
and telephone number of Principal
|
(Primary
Standard Industrial
|
(Name,
address and telephone number
|
Executive
Offices and Principal Place of Business)
|
Classification
Code Number)
|
of
agent for service)
|
Copies
to:
|
Clayton
E. Parker, Esq.
Kirkpatrick
& Lockhart Nicholson Graham LLP
201
S. Biscayne Boulevard, Suite 2000
Miami,
Florida 33131
Telephone: (305)539-3300
Telecopier: (305)358-7095
|
Ronald
S. Haligman, Esq.
Kirkpatrick
& Lockhart Nicholson Graham LLP
201
S. Biscayne Boulevard, Suite 2000
Miami,
Florida 33131
Telephone: (305)539-3300
Telecopier: (305)358-7095
|
Approximate
date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes
effective.
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of
the
earlier effective registration statement for the same offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act of
1933
registration statement number of the earlier effective registration statement
for the same offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
Explanatory
Note
This
Amendment No. 2 to the Registration Statement on Form SB-2 is hereby
filed to
incorporate Exhibit 5.1.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The
Company’s Articles of Incorporation limits the liability of directors to the
maximum extent permitted by Nevada law. Nevada law provides that directors
of a
company will not be personally liable for monetary damages for breach of their
fiduciary duties as directors, except for liability for (i) any breach of their
duty of loyalty to the company or its stockholders, (ii) acts or omissions
not
in good faith or involving intentional misconduct or a knowing violation of
law,
(iii) unlawful payment of dividends or unlawful stock repurchases or redemptions
as provided under Nevada law, or (iv) any transaction from which the director
derived an improper personal benefit.
The
Company’s Bylaws provide that the Company shall indemnify its officers,
directors, employees and other agents to the maximum extent permitted by
Delaware law. The Company’s Bylaws also permit it to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising
out
of his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification.
The
Company believes that the provisions in its Articles of Incorporation and its
Bylaws are necessary to attract and retain qualified persons as officers and
directors.
Insofar
as indemnification for liabilities arising under the 1933 Act may be permitted
to directors, officers and controlling persons of Sensor System pursuant to
the
foregoing, or otherwise, the Company has been advised that in the opinion of
the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.
ITEM
25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth estimated expenses incurred in connection with the
issuance and distribution of the securities being registered. Sensor System
will
pay all expenses in connection with this offering.
Securities
and Exchange Commission Registration Fee
|
|
$
|
600.00
|
|
Printing
and Engraving Expenses
|
|
$
|
2,500.00
|
|
Accounting
Fees and Expenses
|
|
$
|
20,000.00
|
|
Legal
Fees and Expenses
|
|
$
|
50,000.00
|
|
Miscellaneous
|
|
$
|
11,900.00
|
|
|
|
|
|
|
TOTAL
|
|
$
|
85,000.00
|
|
ITEM
26. SALES OF UNREGISTERED SECURITIES
During
the past three years the registrant has issued the following securities without
registration under the 1933 Act:
2006
On
May 1
2006, the Company issued 342,000 shares of common stock pursuant to Rule 144
to
Tung Ho Liu for a loan conversion exercised by Liu in April 2006.
On
March
3, 2006, the Company issued 14,479,093 shares of common stock pursuant to Rule
144 to Future Front International Co. Ltd (“FFI”).
FFI
purchased the right to the 14,479,093 shares of common stock from Sino-America,
Inc. in March 2006. Sino-America, Inc. received the right to the 14,479,093
shares in March 2005 upon a loan conversion and exercise of a
warrant.
On
March
3, 2006, the Company issued 30,000 shares of common stock pursuant to Rule
144
to Ann Jones and 30,000 shares of common stock pursuant to Rule 144 to Donna
Dolan as compensation for their public relations services.
On
February 14, 2006, the Company issued a note payable to Cornell Capital Partners
for $200,000, secured by all assets of the Company, interest at 10% per annum,
payable on February 14, 2007. The note is convertible, with some limitations,
at
the holder’s option at a conversion price equal to the lesser of $0.35 or 90% of
the lowest volume weighted average price of the common stock for the 15 trading
days immediately preceding the conversion date.
On
February 22, 2006, the Company issued a note payable to Jun Jye Huang for
$200,000, secured by all assets of the Company, interest at 8% per annum,
payable on August 21, 2006. The note is convertible at the holder’s option at a
conversion price equal to the 75% of the average closing bid price of the common
stock for the month of February 2006. The note has 3-year warrants attached
that
allow the holder, if he converts, to purchase an identical number of shares
at
85% of the average bid price of the common stock for the 30 trading days
preceding exercise.
2005
On
December 23, 2005, the Company issued to Cornell Capital Partners secured
convertible debentures in the principal amount of $1,000,000. The Convertible
Debentures are secured by substantially all of the Company’s assets, have a one
year term and accrue interest at 10% per annum. Cornell Capital
Partners is
entitled, at its option, to convert and sell all or any part of the principal
amount of the Convertible Debentures, plus any and all accrued interest, into
shares of Common Stock at a price equal to the lesser of (i) $0.35 and (ii)
ninety percent (90%) of the lowest volume weighted average price of the Common
Stock during the fifteen (15) trading days immediately preceding the date of
conversion as quoted by Bloomberg, LP. Out of the total principal amount of
$1,000,000, in December 2005, we received gross proceeds of $800,000, and the
remaining $200,000, representing the second tranche of the gross proceeds,
was
funded in February 2006. In December 2005, we received $143,000 representing
the
net proceeds from the issuance of secured convertible debentures to Cornell
Capital Partners under the Securities Purchase Agreement, dated December 23,
2005. The total net proceeds take into account estimated expenses in the amount
of $47,000 and the payment of $610,000 to Cornell Capital Partners for the
repayment of the secured convertible debentures issued to Cornell Capital
Partners on October 6, 2005. In February 2006, we received the second tranche
of
the proceeds in the net amount of $164,037.19.
On
October 6, 2005, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners. Pursuant to the Standby Equity
Distribution Agreement, we could have, at our discretion, periodically sold
to
Cornell Capital Partners shares of common stock for a total purchase price
of up
to $15 million. Pursuant to the Standby Equity Distribution Agreement, Cornell
Capital Partners was entitled to purchase shares of Sensor
System’s
common
stock at a total discount equal to 10%. For each share of common stock purchased
under the Standby Equity Distribution Agreement, Cornell Capital Partners would
have paid us
95% of
or a 5% discount to, the lowest closing bid price of our common stock
on
the
Over-the-Counter Bulletin Board or other
principal market on which our common stock is traded for the five days
immediately following the notice date. Further, Cornell Capital Partners would
have retained 5% of each advance under the Standby Equity Distribution
Agreement. In connection with the Standby Equity Distribution Agreement, Cornell
Capital Partners received a one-time commitment fee in the form of 1,471,429
shares of common stock. On December 23, 2005, the Company entered into a
Termination Agreement with Cornell Capital Partners, pursuant to which the
Standby Equity Distribution Agreement, as well as the related Registration
Rights Agreement and the Placement Agent Agreement, were terminated.
On
October 6, 2005, we entered into a Securities Purchase Agreement pursuant to
which we issued to Cornell Capital Partners convertible debentures in the
aggregate principal amount of $600,000. The principal amount, plus accrued
interest, was able to be convertible in whole or in part, at Cornell Capital
Partners’ discretion, into our common stock at any time and from time to time
before maturity at a fixed price of $0.245 per share, subject to certain
limitations as provided therein. The convertible debentures had a term of a
one-year, possess registration rights, accrued interest at a rate equal to
10%
per year, and were secured by Sensor System’s assets. The
Company repaid to Cornell Capital Partners a total amount of $610,000,
representing principal amount and accrued interest, on December 23,
2005.
On
October 19, 2005, the Company issued 200,000 shares of Rule 144 stock to Duke
Capital as a compensation for its consulting service in the merger transaction
between ACSI and Spectre Industries, Inc.
On
October 19, 2005, the Company issued 725,778 shares of Rule 144 stock to Pei
Jen
Hsu for a warrant exercise and loan conversion exercised by Hsu in March
2005.
On
February 10, 2005, the Company issued 3,000,000 shares of S-8 stock as
compensation to ex-directors, Ian Grant and Matthew Markin.
On
January 25, 2005, the Company issued 4,500,000 shares of Rule 144 stock to
Quantum Economic Development, Inc., Frank
Demille, Foxir Communications Inc, Ian Grant and Matthew Markin for their
services in connection with the merger transaction pursuant to the merger
agreement.
On
January 25, 2005, the Company issued 47,802,373 shares of Rule 144 stock for
the
warrant exercise of ACSI shareholders per its merger agreement with Spectre
Industries, Inc.
On
May
24, 2004, the Company issued 2,584,906 shares of Rule 144 stock to the
shareholders of ACSI Merger
Agreement, dated March 13, 2004, between Spectre Industries, Inc., Spectre
Merger Sub, Inc., Ian S. Grant and Advanced Custom Sensors, Inc.
On
April
5, 2004, the Company issued 13,334 shares Olof Hildebrand.
On
May
30, 2003, the Company issued 1,367 shares to Markus Hugelshofer.
On
November 15, 2002, the Company issued 667 shares to Margrit
Oppliger.
On
September 24, 2002, the Company issues 67 shares to Andrew
Yachnowitz.
On
August
26, 2002, the Company issued 3,334 shares to Ken Grant.
ITEM
27. EXHIBITS
Exhibits
Required By Item 601 of Regulation S-B
The
exhibits listed below and designated as “provided herewith” (rather than
incorporated by reference) follow the signature page to this Prospectus in
sequential order.
DESIGNATION
OF
EXHIBIT
AS
SET FORTH
IN
ITEM 601 OF REGULATION S-B
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
2.1
|
|
Merger
Agreement, dated March 13, 2004, between Spectre Industries, Inc.,
Spectre
Merger Sub, Inc., Ian S. Grant and Advanced Custom Sensors,
Inc.
|
|
Incorporated
by reference as Exhibit 2.1 to the Current Report on Form 8-K filed
on
June 9, 2004
|
|
|
|
|
|
3.1
|
|
Articles
of Incorporation of Abercrombie, Inc., dated May 8, 1986
|
|
Incorporated
by reference as Exhibit 3.1 to the current Form 10-SB filed on
May 8,
2000
|
|
|
|
|
|
3.2
|
|
Amended
Articles of Incorporation, dated June 1, 1995
|
|
Incorporated
by reference as Exhibit 3.2 to the current Form 10-SB filed on
May 8,
2000
|
|
|
|
|
|
3.3
|
|
Amended
Articles of Incorporation of Spectra Motor Cars Inc., dated October
5,
1997
|
|
Incorporated
by reference as Exhibit 3.3 to the current Form 10-SB filed on
May 8,
2000
|
3.4
|
|
Bylaws
of Abercrombie, Inc., dated May 16, 1986
|
|
Incorporated
by reference as Exhibit 3.4 to the current Form 10-SB filed on
May 8,
2000
|
|
|
|
|
|
4.1
|
|
2006
Stock Option Plan
|
|
Incorporated
by reference as Exhibit 4.1 to Amendment No. 1 to Form SB-2 Filed
on June
16, 2006
|
|
|
|
|
|
4.2
|
|
Stock
Option Agreement, dated January 1, 2006, by and between Sensor
System
Solutions, Inc. and Michael Young
|
|
Incorporated
by reference as Exhibit 4.2 to Amendment No. 1 for Form SB-2 filed
on June
16, 2006
|
|
|
|
|
|
5.1
|
|
Legal
Opinion of Burton, Bartlett & Glogovac re: legality
|
|
|
|
|
|
|
|
10.1
|
|
Joint
Venture Agreement, dated as April 12, 2005, among HX, a Chinese
Company,
Sensor System Solutions, Inc. and China Automotive Systems,
Inc.
|
|
Incorporated
by reference as Exhibit 10.21 to the Form SB-2 filed on February
14,
2006
|
|
|
|
|
|
10.2
|
|
Technology
Transfer Contract, dated as January 28, 2005, among HX, a Chinese
Company,
Sensor System Solutions, Inc. and China Automotive Systems,
Inc.
|
|
Incorporated
by reference as Exhibit 10.2 to Amendment No. 1 to Form SB-2
Filed on June
16, 2006
|
|
|
|
|
|
10.3
|
|
Lease,
by and among the Irvine Company and Advanced Customs, Inc. and
Advanced
Optical Mems, Inc.
|
|
Incorporated
by reference as Exhibit 10.3 to Amendment No. 1 to Form SB-2 Filed on
June 16, 2006
|
|
|
|
|
|
10.4
|
|
Engagement
Agreement, dated August 10, 2005, by and between Sensor System
Solutions
and Trenwith Securities, LLC
|
|
Incorporated
by reference as Exhibit 10.1 to the Current Report on Form 8-K
filed on
November 18, 2005
|
|
|
|
|
|
10.5
|
|
Warrant,
dated as of December 27, 2005, issued by Sensor System Solutions,
Inc. to
Trenwith Securities, LP
|
|
Incorporated
by reference as Exhibit 10.2 to the Current Report on Form 8-K
filed on
June 5, 2006
|
DESIGNATION
OF
EXHIBIT
AS
SET FORTH
IN
ITEM 601 OF REGULATION S-B
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
10.6
|
|
Securities
Purchase Agreement, dated as of October 6, 2005, by and between
the
Company and Cornell Capital Partners, LP
|
|
Incorporated
by reference as Exhibit 99.3 to the Current Report on Form 8-K
filed on
October 18, 2005
|
|
|
|
|
|
10.7
|
|
Irrevocable
Transfer Agent Instructions dated as of October 6, 2005, by and
between
Sensor System Solutions, Inc. and Cornell Capital Partners,
LP
|
|
Incorporated
by reference as Exhibit 99.4 to the Current Report on Form 8-K
filed on
October 18, 2005
|
|
|
|
|
|
10.8
|
|
Escrow
Agreement, dated as of October 6, 2005, by and among the Company,
Cornell
Capital Partners, LP and David Gonzalez, Esq., as escrow
agent
|
|
Incorporated
by reference as Exhibit 99.5 to the Current Report on Form 8-K
filed on
October 18, 2005
|
|
|
|
|
|
10.9
|
|
Security
Agreement, dated as of October 6, 2005, by and between the Company
and
Cornell Capital Partners, LP
|
|
Incorporated
by reference as Exhibit 99.6 to the Current Report on Form 8-K
filed on
October 18, 2005
|
|
|
|
|
|
10.10
|
|
Insider
Pledge and Escrow Agreement, dated as of October 6, 2005, by and
among the
Company, Cornell Capital Partners, LP and David Gonzalez, Esq.,
as escrow
agent
|
|
Incorporated
by reference as Exhibit 99.7 to the Current Report on Form 8-K
filed on
October 18, 2005
|
|
|
|
|
|
10.11
|
|
Irrevocable
Transfer Agent Instructions, dated as of October 6, 2005, by and
among the
Company, David Gonzalez, Esq. and Worldwide Stock Transfer,
LLC
|
|
Incorporated
by reference as Exhibit 99.8 to the Current Report on Form 8-K
filed on
October 18, 2005
|
|
|
|
|
|
10.12
|
|
Secured
Convertible Debenture, dated October 6, 2005, issued by Sensor System
Solutions, Inc. to Cornell Capital Partners, LP
|
|
Incorporated
by reference as Exhibit 99.10 to the Current Report on Form 8-K
filed on
October 18, 2005
|
DESIGNATION
OF
EXHIBIT
AS
SET FORTH
IN
ITEM 601 OF REGULATION S-B
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
10.13
|
|
Sensor
System Solutions, Inc. Placement Agent Agreement, dated as of October
6,
2005, by and among Sensor System Solutions, Inc., Cornell Capital
Partners, LP and Monitor Capital, Inc., as placement agent
|
|
Incorporated
by reference as Exhibit 10.2 to the Current Report on Form 8-K
filed on
November 18, 2005
|
|
|
|
|
|
10.14
|
|
Securities
Purchase Agreement dated as of December 23, 2005, by and between
Sensor
System Solutions, Inc. and Cornell Capital Partners, LP
|
|
Incorporated
by reference as Exhibit 10.1 to the Current Report on Form 8-K
filed on
January 4, 2006
|
|
|
|
|
|
10.15
|
|
Investor
Registration Rights Agreement dated as of December 23, 2005 by
and between
Sensor System Solutions, Inc. and Cornell Capital Partners,
LP
|
|
Incorporated
by reference as Exhibit 10.2 to the Current Report on Form 8-K
filed on
January 4, 2006
|
|
|
|
|
|
10.16
|
|
Secured
Convertible Debenture dated as of December 23, 2005, issued to
Cornell
Capital Partners, LP
|
|
Incorporated
by reference as Exhibit 10.3 to the Current Report on Form 8-K
filed on
January 4, 2006
|
|
|
|
|
|
10.17
|
|
Security
Agreement dated as of December 23, 2005, by and between Sensor
System
Solutions, Inc. and Cornell Capital Partners, LP
|
|
Incorporated
by reference as Exhibit 10.4 to the Current Report on Form 8-K
filed on
January 4, 2006
|
|
|
|
|
|
10.18
|
|
Warrant
dated as of December 23, 2005 issued to Cornell Capital Partners,
LP
|
|
Incorporated
by reference as Exhibit 10.5 to the Current Report on Form 8-K
filed on
January 4, 2006
|
|
|
|
|
|
10.19
|
|
Insider
Pledge and Escrow Agreement dated as of December 23, 2005 among
Sensor
System Solutions, Inc., Cornell Capital Partners, LP and David
Gonzalez,
Esq.
|
|
Incorporated
by reference as Exhibit 10.6 to the Current Report on Form 8-K
filed on
January 4, 2006
|
10.20
|
|
Escrow
Agreement dated December 23, 2005 among Sensor System Solutions,
Inc.,
Cornell Capital Partners, LP and David Gonzalez, Esq.
|
|
Incorporated
by reference as Exhibit 10.7 to the Current Report on Form 8-K
filed on
January 4, 2006
|
|
|
|
|
|
10.21
|
|
Irrevocable
Transfer Agent Instructions dated as of December 23, 2005, by and
between
Sensor System Solutions, Inc. and Cornell Capital Partners,
LP
|
|
Incorporated
by reference as Exhibit 10.8 to the Current Report on Form 8-K
filed on
January 4, 2006
|
|
|
|
|
|
10.22
|
|
Termination
Agreement dated as of December 23, 2005, by and between Sensor System
Solutions, Inc. and Cornell Capital Partners, LP
|
|
Incorporated
by reference as Exhibit 10.9 to the Current Report on Form 8-K
filed on
January 4, 2006
|
|
|
|
|
|
14.01
|
|
Code
of Ethics, dated February 13, 2004
|
|
Incorporated
by reference to as Exhibit 4.3 to the Current Report on Form-10KSB
filed
on April 30, 2004
|
|
|
|
|
|
23.1
|
|
Consent
of Weinberg & Company, P.A.
|
|
Provided
herewith
|
Item
28. Undertakings
The
undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which it offers or sells securities, a post-effective
amendment to this Registration Statement to:
(i)
Include
any prospectus required by Section 10(a)(3) of the 1933 Act;
(ii)
Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective Registration Statement;
(iii)
Include
any additional or changed information on the plan of distribution.
(2)
For
determining liability under the 1933 Act, the Company will treat each such
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial
bona
fide
offering.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
For
determining liability of the undersigned small business issuer under the 1933
Act to any purchaser in the initial distribution of the securities, the
undersigned small business issuer undertakes that in a primary offering of
securities of the undersigned small business issuer pursuant to this
Registration Statement, regardless of the underwriting method used to sell
the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
Insofar
as indemnification for liabilities arising under the 1933 Act, as amended,
may
be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable.
In
the
event that a claim for indemnification against such liabilities (other than
the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by
the
final adjudication of such issue.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on our behalf by the undersigned, on June 29,
2006.
|
|
|
|
Sensor
System Solutions, Inc.
|
|
|
|
Date: June
29, 2006
|
By: |
/s/
Michael Young |
|
Name:
Michael
Young
|
|
Title:
Chief
Executive Officer, Acting Chief Financial Officer and Principal
Accounting
Officer
|
In
accordance with the Securities Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and
on the dates indicated.
|
|
|
/s/
Michael Young
|
|
Date:
June 29, 2006
|
Michael
Young
|
|
|
Chief
Executive Officer, Acting Chief Financial Officer, Principal Accounting
Officer and Director
|
|
|
|
|
|
/s/
Hanlin Chen
|
|
Date:
June 29, 2006
|
Hanlin
Chen
|
|
|
Director
|
|
|