UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
x
|
Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
|
For
the
quarterly period ended September 30, 2008
or
¨ |
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
|
For
the
transition period from
to
Commission
File Number: 001-33354
Alpha
Security Group Corporation
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
03-0561397
(I.R.S.
Employer
Identification
No.)
|
328
West 77th Street
New
York, New York 10024
(Address
of Principal Executive Offices) (Zip Code)
212-877-1588
(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 a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
me
Large
Accelerated Filer ¨
Accelerated Filer ¨
Non-accelerated Filer (Do not check if a smaller reporting company) ¨
Smaller
reporting company 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 ¨
There
were 7,580,000 shares of the Registrant’s common stock issued and outstanding as
of November 18, 2008.
TABLE
OF CONTENTS
|
|
Page
No.
|
Part
I
|
Financial
Information
|
3
|
|
|
|
Item
1
|
Financial
Statements
|
3
|
|
|
|
|
Condensed
Balance Sheets as of September 30, 2008 (unaudited) and December
31,
2007
|
3
|
|
|
|
|
Condensed
Statements of Income for the three and nine months ended September
30,
2008 and September 30, 2007 and for the period from April 20, 2005
(inception) to September 30, 2008 (unaudited)
|
4
|
|
|
|
|
Condensed
Statement of Stockholders’ Equity for the period from April 20, 2005
(inception) to September 30, 2008
|
5
|
|
|
|
|
Condensed
Statements of Cash Flows for the nine months ended September 30,
2008 and
September 30, 2007 and from April 20, 2005 (inception) to September
30,
2008 (unaudited)
|
6
|
|
|
|
|
Notes
to Condensed Financial Statements
|
7
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
19
|
|
|
|
Item
4T.
|
Controls
and Procedures
|
19
|
|
|
|
Part
II.
|
Other
Information
|
19
|
|
|
|
Item
1.
|
Legal
Proceedings
|
19
|
|
|
|
Item
1A.
|
Risk
Factors
|
20
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
20
|
|
|
|
Item
3.
|
Default
Upon Senior Securities
|
20
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
20
|
|
|
|
Item
5.
|
Other
Information
|
20
|
|
|
|
Item
6.
|
Exhibits
|
20
|
|
|
|
|
Signatures
|
21
|
PART
I FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
ALPHA
GROUP CORPORATION
(A
CORPORATION IN THE DEVELOPMENT STAGE)
CONDENSED
BALANCE SHEET
|
|
September 30,
2008
|
|
December 31, 2007
|
|
|
|
(unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
Cash
|
|
$
|
27,146
|
|
$
|
8,726
|
|
Investment
in trust
account
|
|
|
60,681,893
|
|
|
60,578,630
|
|
Prepaid
expenses &
taxes
|
|
|
19,963
|
|
|
17,342
|
|
Total
current assets
|
|
|
60,729,002
|
|
|
60,604,698
|
|
Deferred
tax
asset
|
|
|
359,688
|
|
|
150,220
|
|
Property
&
equipment,
net of
depreciation
|
|
|
6,839
|
|
|
6,099
|
|
Total
assets
|
|
$
|
61,095,529
|
|
$
|
60,761,017
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
Accounts
payable and accrued
expenses
|
|
$
|
149,685
|
|
$
|
75,235
|
|
Income
taxes
payable
|
|
|
61,571
|
|
|
|
|
Deferred
underwriting
fees
|
|
|
1,800,000
|
|
|
1,800,000
|
|
Notes
payable -
stockholders
|
|
|
250,000
|
|
|
250,000
|
|
Total
liabilities
|
|
|
2,261,256
|
|
|
2,125,235
|
|
|
|
|
|
|
|
|
|
Common
stock, subject to possible
redemption,
|
|
|
|
|
|
|
|
2,099,400
shares, at redemption value of
$9.70 per share
|
|
|
20,364,180
|
|
|
20,364,180
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
|
|
|
Preferred
stock, $.0001 par
value, authorized
|
|
|
|
|
|
|
|
1,000,000
shares, none
issued
|
|
|
|
|
|
|
|
Common
stock, $.0001 par value,
authorized
|
|
|
|
|
|
|
|
30,000,000
shares; issued and
outstanding
|
|
|
|
|
|
|
|
7,580,000
shares, inclusive of 2,099,400
shares
subject
to possible redemption, at
September 30,
2008
and December 31,
2007
|
|
|
758
|
|
|
758
|
|
Additional
paid-in
capital
|
|
|
37,488,281
|
|
|
37,488,281
|
|
Earnings
accumulated during the
development stage
|
|
|
981,054
|
|
|
782,563
|
|
Total
stockholders'
equity
|
|
|
38,470,093
|
|
|
38,271,602
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders'
equity
|
|
$
|
61,095,529
|
|
$
|
60,761,017
|
|
See
accompanying notes to condensed financial statements
ALPHA
GROUP CORPORATION
(A
CORPORATION IN THE DEVELOPMENT STAGE)
CONDENSED
STATEMENT OF INCOME
|
|
|
|
For the period
from April 20,
|
|
|
|
For the
|
|
2005
|
|
|
|
Three months ended
|
|
Nine months ended
|
|
(inception) to
|
|
|
|
September 30,
2008
|
|
September 30,
2007
|
|
September 30,
2008
|
|
September 30,
2007
|
|
September 30,
2008
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
and dividend income
|
|
$
|
294,461
|
|
$
|
663,210
|
|
$
|
1,164,094
|
|
$
|
1,434,335
|
|
$
|
3,258,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formation
and operating costs
|
|
|
(244,115
|
)
|
|
(134,204
|
)
|
|
(668,991
|
)
|
|
(353,319
|
)
|
|
(1,208,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before provision for income taxes
|
|
|
50,346
|
|
|
529,006
|
|
|
495,103
|
|
|
1,081,016
|
|
|
2,050,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
(49,547
|
)
|
|
(253,474
|
)
|
|
(296,612
|
)
|
|
(526,354
|
)
|
|
(1,069,277
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
799
|
|
|
275,532
|
|
|
198,491
|
|
|
554,662
|
|
|
981,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
7,580,000
|
|
|
7,580,000
|
|
|
7,580,000
|
|
|
5,689,890
|
|
|
4,221,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per share
|
|
$
|
0.00
|
|
$
|
0.04
|
|
$
|
0.03
|
|
$
|
0.10
|
|
$
|
0.23
|
|
See
accompanying notes to condensed financial statements
ALPHA
GROUP CORPORATION
(A
CORPORATION IN THE DEVELOPMENT STAGE)
CONDENSED
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)
|
|
For the period from April 20, 2005 (inception) to September 30, 2008
|
|
|
|
Common stock
|
|
Additional
paid-in
|
|
Earnings
(deficit)
accumulated
during the
development
|
|
Stockholders’
equity
|
|
|
|
Shares
|
|
Amount
|
|
capital
|
|
stage
|
|
(deficiency)
|
|
Common
shares issued
July
18, 2005 at
$.0156
|
|
|
1,600,000
|
|
$
|
160
|
|
$
|
24,840
|
|
$
|
—
|
|
$
|
25,000
|
|
Net
loss – 2005
|
|
|
|
|
|
|
|
|
|
|
|
(11,140
|
)
|
|
(11,140
|
)
|
Balance
– December 31, 2005
|
|
|
1,600,000
|
|
|
160
|
|
|
24,840
|
|
|
(11,140
|
)
|
|
13,860
|
|
Net
loss – 2006
|
|
|
|
|
|
|
|
|
|
|
|
(23,905
|
)
|
|
(23,905
|
)
|
Redemption
– September 15, 2006
|
|
|
(20,000
|
)
|
|
(2
|
)
|
|
(310
|
)
|
|
|
|
|
(312
|
)
|
Balance
– December 31, 2006
|
|
|
1,580,000
|
|
|
158
|
|
|
24,530
|
|
|
(35,045
|
)
|
|
(10,357
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
of private placement –
March
21, 2007
|
|
|
|
|
|
|
|
|
3,200,000
|
|
|
|
|
|
3,200,00
|
|
Common
shares issued
March
28, 2007 at $10 per
share
|
|
|
6,000,000
|
|
|
600
|
|
|
59,999,400
|
|
|
|
|
|
60,000,000
|
|
Proceeds
subject to possible redemption
|
|
|
|
|
|
|
|
|
(20,346,180
|
)
|
|
|
|
|
(20,364,180
|
)
|
Expenses
of the Offering
|
|
|
|
|
|
|
|
|
(5,371,569
|
)
|
|
|
|
|
(5,371,569
|
)
|
Net
income – 2007
|
|
|
|
|
|
|
|
|
|
|
|
817,608
|
|
|
817,608
|
|
Proceeds
of options sold
|
|
|
|
|
|
|
|
|
100
|
|
|
|
|
|
100
|
|
Balance
– December 31, 2007
|
|
|
7,580,000
|
|
|
758
|
|
|
37,488,281
|
|
|
782,563
|
|
|
38,271,602
|
|
(unaudited)
Net
income for the period
|
|
|
|
|
|
|
|
|
|
|
|
198,491
|
|
|
198,491
|
|
Balance
– September 30, 2008
|
|
|
7,580,000
|
|
|
758
|
|
$
|
37,488,281
|
|
$
|
981,054
|
|
$
|
38,470,093
|
|
See
accompanying notes to condensed financial statements
ALPHA
GROUP CORPORATION
(A
CORPORATION IN THE DEVELOPMENT STAGE)
CONDENSED
STATEMENT OF CASH FLOWS
|
|
For the period from
|
|
|
|
April 20, 2005
(Inception) to
September 30, 2008
|
|
January 1, 2008
to
September 30, 2008
|
|
January 1, 2007
to
September 30, 2007
|
|
Cash
flows for operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
981,054
|
|
$
|
198,491
|
|
$
|
554,662
|
|
Adjustments
to reconcile net income to net cash used
in
operating
activities
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
1,559
|
|
|
1,260
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in investment in Trust
Account
|
|
|
(3,250,928
|
)
|
|
(1,164,094
|
)
|
|
(228,265
|
)
|
Increase
in deferred tax
asset
|
|
|
(359,688
|
)
|
|
(209,468
|
)
|
|
(104,656
|
)
|
Increase
in prepaid expenses
& taxes
|
|
|
(19,963
|
)
|
|
(2,621
|
)
|
|
(42,262
|
)
|
Increase
in income taxes
payable
|
|
|
61,571
|
|
|
|
|
|
—
|
|
Increase
in account payable and
accrued expenses
|
|
|
149,685
|
|
|
74,450
|
|
|
54,824
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(2,436,710
|
)
|
|
(1,040,411
|
)
|
|
234,357
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Payment
to trust
account
|
|
|
(60,002,831
|
)
|
|
—
|
|
|
(60,002,831
|
)
|
Withdrawals
from trust
account
|
|
|
2,571,866
|
|
|
1,060,831
|
|
|
(4,170
|
)
|
Purchase
of
equipment
|
|
|
(8,398
|
)
|
|
(2,000
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investing activities
|
|
|
(57,439,363
|
)
|
|
1,058,831
|
|
|
(60,077,001
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Payment
of expenses of
offering
|
|
|
(3,571,569
|
)
|
|
—
|
|
|
(3,400,009
|
)
|
Proceeds
from sale of common
stock
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
Proceeds
from notes payable –
stockholder(s)
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
Proceeds
from initial public
offering
|
|
|
60,000,000
|
|
|
—
|
|
|
60,000,000
|
|
Proceeds
from private
placement
|
|
|
3,200,000
|
|
|
—
|
|
|
3,200,000
|
|
Proceeds
from sale of
option
|
|
|
100
|
|
|
—
|
|
|
100
|
|
Repayment
of notes payable –
stockholders
|
|
|
—
|
|
|
—
|
|
|
(187,802
|
)
|
Redemption
of
stock
|
|
|
(312
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
59,903,219
|
|
|
—
|
|
|
59,862,289
|
|
Net
increase (decrease) in cash
|
|
|
27,146
|
|
|
27,146
|
|
|
96,764
|
|
Cash
– beginning of period
|
|
|
—
|
|
|
8,726
|
|
|
7,119
|
|
Cash
– end of period
|
|
$
|
27,146
|
|
$
|
27,146
|
|
$
|
96,764
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for income
taxes
|
|
$
|
1,366,825
|
|
$
|
443,787
|
|
$
|
639,971
|
|
Supplemental
disclosure of non-cash financing activities:
|
|
|
|
|
|
|
|
|
|
|
Accrual
of deferred offering
costs
|
|
$
|
1,800,000
|
|
$
|
—
|
|
$
|
1,800,000
|
|
See
accompanying notes to condensed financial statements
ALPHA
SECURITY GROUP CORPORATION
(a
corporation in the development stage)
NOTES
TO
FINANCIAL STATEMENTS
September
30, 2008
1.
Organization, Proposed Business Operations and Summary of Significant Accounting
Policies
Basis
of
Presentation
The
condensed financial statements at September 30, 2008 and for the periods ended
September 30, 2008 and 2007 are unaudited and have been prepared by Alpha
Security Group Corporation (the “Company”) in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10-Q. Accordingly,
they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal adjustments) have been made that are necessary to a fair presentation
have been included. Operating results for the interim period presented are
not
necessarily indicative of the results to be expected for a full
year.
These
unaudited condensed interim financial statements should be read in conjunction
with the audited financial statements and notes thereto for the period ended
December 31, 2007 included in the Company’s Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission on April 15, 2008. The December
31, 2007 balance sheet and the statement of stockholders’ equity for the period
ended December 31, 2007 have been derived from these audited financial
statements. The accounting policies used in preparing these unaudited financial
statements are consistent with those described in the December 31, 2007 audited
financial statements.
Nature
of
Operations
The
Company was incorporated in the State of Delaware on April 20, 2005 as a blank
check company formed to acquire, through a merger, capital stock exchange,
asset
acquisition or other similar business combination, one or more businesses in
the
U.S. homeland security or defense industries or a combination
thereof.
At
September 30, 2008, the Company had not yet commenced any operations. All
activity through September 30, 2008 relates to the Company’s formation, a
private placement and the public offering described below. The Company has
selected December 31 as its fiscal year-end.
The
registration statement for the Company’s initial public offering (the “Public
Offering”) was declared effective on March 23, 2007. On March 21, 2007, the
Company completed a private placement (the “Private Placement”) and received net
proceeds of $3,200,000. The Company consummated the Public Offering on March
28,
2007 and received net proceeds of $54,628,431. The Company’s management has
broad discretion with respect to the specific application of the net proceeds
of
the Private Placement and the Public Offering (collectively the “Offerings”) (as
described in Note 2), although substantially all of the net proceeds of the
Offerings (exclusive of working capital) are intended to be generally applied
toward consummating a business combination with a target business. As used
herein, a “target business” shall include an operating business in the U.S.
homeland security or defense industries, or a combination thereof, and a
“business combination” shall mean the acquisition by the Company of such a
target business. There is no assurance that the Company will be able to effect
a
business combination successfully.
Of
the
proceeds of the Offerings, at September 30, 2008, $60,681,893 is being held
in a
trust account (“Trust Account”) at JP MorganChase, New York, New York,
maintained by American Stock Transfer & Trust Company, the Company’s
transfer agent. This amount includes the net proceeds of the Public Offering
and
the Private Placement (including interest thereon), interest earned since the
public offering was declared effective which has not yet been withdrawn for
working capital needs and $1,800,000 of deferred underwriting compensation
fees
which will be paid to Maxim Group LLC if, and only if, a business combination
is
consummated, but which will be forfeited in part if holders of the shares sold
in the Public Offering (“Public Stockholders”) elect to have their shares
redeemed for cash and in full if a business combination is not
consummated.
The
funds
in the Trust Account will be invested until the earlier of (i) the consummation
of the Company’s first business combination or (ii) the liquidation of the Trust
Account as part of a plan of dissolution and liquidation approved by our
stockholders. Up to $1,825,000 of interest income on the Trust Account may
be
used to fund the Company’s working capital including payments for business,
legal and accounting, due diligence on prospective acquisitions and continuing
general and administrative expenses.
The
Company, after signing a definitive agreement for the acquisition of a target
business, will submit such transaction for stockholder approval. In the event
that Public Stockholders owning 35% or more of the outstanding stock (excluding
for this purpose, those persons who were stockholders prior to the Offerings)
vote against the business combination, the business combination will not be
consummated. All of the Company’s stockholders prior to the Offerings, including
all of the officers and directors of the Company (“Initial Stockholders”), have
agreed to vote their 1,580,000 founding shares of common stock in accordance
with the vote of the majority-in-interest of all other stockholders of the
Company with respect to any business combination. After consummation of the
Company’s first business combination, all of these voting safeguards will no
longer be applicable.
With
respect to the first business combination which is approved and consummated,
any
Public Stockholder who voted against the business combination may demand that
the Company redeem his or her shares. The per share redemption price will equal
$10 per share plus the pro-rata share of any accrued interest earned on the
Trust Account, net of: (i) taxes payable on interest income earned on the Trust
Account, State of Delaware franchise taxes, repayment of $250,000 of an
additional officer loan made prior to closing of the Public Offering by Steven
M. Wasserman (such loan was repaid in October 2008) and (ii) up to $1,825,000
of
interest earned on the Trust Account released to the Company to fund its working
capital. If Public Stockholders holding no more than 34.99% of the aggregate
number of shares owned by all Public Stockholders vote against the business
combination and seek redemption of their shares the business combination may
still be consummated. Such Public Stockholders are entitled to receive their
per
share interest in the Trust Account computed without regard to the shares held
by Initial Stockholders. In the event that more than 20% of the Public
Stockholders exercise their redemption rights, a proportional percentage of
the
common stock held by the Company’s Initial Stockholders will automatically, and
without any further action required by the Company or such stockholders, be
forfeited and cancelled upon consummation of the business combination. The
percentage of shares forfeited will be equal to the percentage of redemptions
above 20% and will be pro rata among the Initial Stockholders on the 1,580,000
shares owned by them.
The
Company’s Amended and Restated Certificate of Incorporation provides for
mandatory liquidation of the Trust Account as part of a stockholder-approved
plan of dissolution and liquidation in the event that the Company does not
consummate a business combination within 18 months from the date of the
consummation of the Public Offering, or 24 months from the consummation of
the
Public Offering if a letter of intent, agreement in principle or definitive
agreement has been executed within 18 months after consummation of the Public
Offering and the business combination has not yet been consummated within such
18 month period. On September 26, 2008 the Company disclosed on a current report
on Form 8-K filed with Securities and Exchange Commission that it has signed
a
letter of intent and has met the condition under its Amended and Restated
Certificate of Incorporation that permits it until March 28, 2009 to complete
a
business combination. In the event of such liquidation, the amount in the Trust
Account will be distributed to the holders of the shares sold in the Public
Offering. The Company’s initial business combination must be for assets or with
a target business the fair market value of which is at least equal to 80% of
the
Company’s net assets at the time of such acquisition (exclusive of Maxim Group
LLC’s deferred underwriting compensation, including interest thereon, held in
the trust account).
If
the
Company cannot complete a business combination by March 28, 2009, it will be
required to liquidate. No adjustments have been made to the accompanying
financial statements to reflect this uncertainty.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with original maturities of
three months or less when purchased to be cash equivalents. Such cash and cash
equivalents may exceed federally insured limits. The Company maintains its
accounts with financial institutions with high credit ratings.
Income
Taxes
The
Company recorded a deferred tax asset of $359,688 and $150,220 at September
30,
2008 and December 31, 2007, respectively, for the tax effect of temporary
differences, aggregating $1,057,905 and $441,823, respectively. In recognition
of the uncertainty regarding the ultimate amount of income tax benefits to
be
derived, the Company recorded a valuation allowance of $209,468 and $43,658
at
September 30, 2008 and December 31, 2007, respectively. The effective tax rate
differs from the statutory rate of 34% due to the effect of state and local
income taxes.
On
January 1, 2007 the Company adopted FASB issue Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes — an Interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty
in tax positions recognized in a company’s financial statements in accordance
with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 requires that the
impact of a tax position be recognized in the financial statements if it is
more
likely than not that the tax position will be sustained on tax audit, based
on
the technical merits of the position. FIN 48 also provides guidance on
derecognition of tax positions that do not meet the “more likely than not”
standard, classification of tax assets and liabilities, interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. The adoption of FIN 48
had
no effect on our financial condition or results of operations since the Company
has not identified any uncertain tax positions.
The
Company recognizes interest and penalties related to uncertain tax positions
in
income tax expense. All tax years remain open to examination by the major taxing
jurisdictions to which it is subject.
Recently
Issued Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards No. 141(R) “Business Combinations”.
This statement establishes principles and requirements for how the acquirer
of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in
the
acquiree. The statement also provides guidance for recognizing and measuring
the
goodwill acquired in the business combination and determines what information
to
disclose to enable users of the financial statements to evaluate the nature
and
financial effects of the business combination. The guidance will become
effective as of the beginning of a company’s fiscal year beginning after
December 15, 2008.
Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.
Income
(Loss) Per Common Share
Income
(Loss) per share is computed by dividing net income (loss) by the
weighted-average number of shares of common stock outstanding during the period.
Shares of common stock issuable upon the exercise of options and warrants at
September 30, 2008 (9,410,000 shares) are excluded from the computation since
such options and warrants are contingently exercisable.
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of
expenses during the reporting period. Actual results could differ from those
estimates.
2.
Public Offering and Private Placement
On
March
28, 2007 the Company sold 6,000,000 units to the public at a price of $10.00
per
unit. Each unit consists of one share of the Company’s common stock, $.0001 par
value, and one Redeemable Common Stock Purchase Warrant (“Warrant”). Each
Warrant entitles the holder to purchase from the Company one share of common
stock at an exercise price of $7.50 commencing the later of (i) the completion
of a business combination with a target business or (ii) March 23, 2008, and
expires March 23, 2011. The Warrants will be redeemable by the Company at a
price of $0.01 per warrant upon 30 days notice after the Warrants become
exercisable, only in the event that the closing price of the common stock is
at
least $14.25 per share for any 20 trading days within a 30 trading day period
ending on the third day prior to the date on which notice of redemption is
given.
On
March
21, 2007, Steven M. Wasserman, Chief Executive Officer, President and
Co-Chairman of the board of directors and Constantinos Tsakiris, a former
director, acquired warrants to purchase an aggregate of 3,200,000 shares of
common stock from the Company in the Private Placement. The total purchase
price
for the warrants was $3,200,000 or $1.00 per warrant. The Warrants included
in
the Private Placement have terms identical to the Warrants included in the
Offering.
Under
the
terms of the Company’s warrant agreement, no public warrants will be exercisable
unless at the time of exercise a registration statement relating to common
stock
issuable upon exercise of the warrants is effective and current, a prospectus
is
available for use by the Public Stockholders and those shares of common stock
have been registered or been deemed to be exempt from registration under the
securities laws of the state of residence of the holder of the warrants. The
holders of the Warrants issued in the Private Placement will be able to exercise
their Warrants even if, at the time of exercise, a prospectus relating to the
common stock issuable upon exercise of such Warrants is not current. In
addition, in no event will the registered holders of the Warrants issued in
the
Public Offering or the Private Placement be entitled to receive a net cash
settlement of stock or other consideration in lieu of physical settlement in
shares of the Company’s common stock. As such, the Company has determined that
the public warrants should be classified in stockholders’ equity in accordance
with the guidance of EITF 00-19 (“EITF 00-19”), Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock.
The
Company will use its best efforts to cause a registration statement to become
effective on or prior to the commencement of the warrant exercise period and
to
maintain the effectiveness of such registration statement until the expiration
of the Warrants. If the Company is unable to maintain the effectiveness of
such
registration until the expiration of the Warrants and therefore is unable to
deliver registered shares, the Warrants may become worthless.
3.
Note payable, stockholder
The
Company issued an unsecured promissory note to Steven Wasserman, a related
party, totaling $250,000 on March 28, 2007. The promissory note does not bear
interest and was to be repaid in full ninety days thereafter and such repayment
has not been made. Due to the short-term nature of the promissory note, the
fair
value of the note approximates its carrying value. The loan was repaid in
October 2008.
4.
Commitments
The
Company has agreed to pay to an affiliated third party, $7,500 a month for
24
months for office space and general and administrative expenses.
Upon
completion of the Public Offering, the Company sold to the representative of
the
underwriters, for $100, an option to purchase up to a total of 105,000 units.
The units issuable upon exercise of this option are identical to those offered
in the Public Offering. This option is exercisable at $11.00 per unit commencing
after 180 days from March 23, 2007 and expiring March 23, 2012. The 105,000
units (the 105,000 shares of common stock and the 105,000 warrants underlying
such units, and the 105,000 shares of common stock underlying such warrants)
have been deemed compensation by the National Association of Securities Dealers
(“NASD”) and are therefore subject to a 180-day lock-up pursuant to Rule
2710(g)(1) of the NASD Conduct Rules. Additionally, the option may not be sold,
transferred, assigned, pledged or hypothecated for a 24-month period (including
the foregoing 180-day period) following March 23, 2007 (the effective date
of
the prospectus pertaining to the Public Offering). However, the option may
be
transferred to any underwriter and selected dealer participating in the Public
Offering and their bona fide officers or partners. This represents an amended
agreement between the Company and the representative of the underwriters,
revising their original agreement which provided for the issuance of an option
to purchase 420,000 units with a lock-up period of one-year. The option may
expire unexercised and the underlying warrants unredeemed if the Company fails
to maintain an effective registration statement covering the units (including
the common stock and warrants) issuable upon exercise of the option. There
are
no circumstances upon which the Company will be required to net cash settle
the
option.
The
Company has accounted for this purchase option as a cost of raising capital
and
has included the instrument as equity in its financial statements. Accordingly,
there is no net impact on the Company’s financial position or results of
operations, except for the recording of the $100 proceeds from the sale. The
Company has estimated, based upon a Black Scholes model, that the fair value
of
the purchase option on the date of sale was approximately $4.46 per unit (a
total value of $468,300), using an expected life of five years, volatility
of
47.60% and a risk-free rate of 4.75%. The volatility calculation is based on
the
average volatility of 12 companies in the U.S. homeland security and defense
industries during the period from March 14, 2002 to March 15, 2007. Because
the
Company did not have a trading history, the Company needed to estimate the
potential volatility of its unit price, which depended on a number of factors
which could not be ascertained at the time. The Company used these companies
because management believed that the volatility of these companies was a
reasonable benchmark to use in estimating the expected volatility for the
Company’s units. Although an expected life of five years was used in the
calculation, if the Company does not consummate a business combination within
the prescribed time period and it liquidates, the option will become
worthless.
The
Company has engaged the representative of the underwriters, on a non-exclusive
basis, as its agent for the solicitation of the exercise of the warrants. To
the
extent not inconsistent with the guidelines of the NASD and the rules and
regulations of the Securities and Exchange Commission, the Company has agreed
to
pay the representative for bona fide services rendered a cash commission equal
to 5% of the exercise price for each warrant exercised more than one year after
the effective date of the prospectus if the exercise was solicited by the
representative. In addition to soliciting, either orally or in writing, the
exercise of the warrants, the representative’s services may also include
disseminating information, either orally or in writing, to warrant holders
about
the Company or the market for the Company’s securities, and assisting in the
processing of the exercise of the warrants. No compensation will be paid to
the
representative upon the exercise of the warrants if:
·
|
the
market price of the underlying shares of common stock is lower than
the
exercise price;
|
·
|
the
holder of the warrants has not confirmed in writing that the
representative solicited the
exercise;
|
·
|
the
warrants are held in a discretionary
account;
|
·
|
warrants
are exercised in an unsolicited transaction;
or
|
·
|
the
arrangement to pay the commission is not disclosed in the prospectus
provided to warrant holders at the time of
exercise.
|
5.
Income Taxes
The
Company’s provision for (benefit from) income taxes is as follows:
|
|
Nine months
ended
|
|
Year ended
|
|
|
|
September 30,
2008
|
|
December 31,
2007
|
|
Current:
|
|
|
|
|
|
Federal
|
|
$
|
315,025
|
|
$
|
574,837
|
|
|
|
|
|
|
|
|
|
State
|
|
|
191,055
|
|
|
348,047
|
|
|
|
|
|
|
|
|
|
Total
Current
|
|
$
|
506,080
|
|
$
|
922,884
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(130,440
|
)
|
$
|
(93,658
|
)
|
|
|
|
|
|
|
|
|
State
|
|
|
(79,028
|
)
|
$
|
(56,562
|
)
|
|
|
|
|
|
|
|
|
Total
Deferred
|
|
$
|
(209,468
|
)
|
$
|
(150,220
|
)
|
|
|
|
|
|
|
|
|
Total
provisions
|
|
$
|
296,612
|
|
$
|
772,664
|
|
Significant
components of the Company’s deferred tax asset are as follows:
|
|
September
30,
2008
|
|
December
31,
2007
|
|
|
|
|
|
|
|
Expenses
deferred for income tax purposes
|
|
$
|
1,057,905
|
|
$
|
441,823
|
|
|
|
|
|
|
|
|
|
Adjusted
deferred tax asset
|
|
|
569,156
|
|
|
193,878
|
|
|
|
|
|
|
|
|
|
Valuation
allowance
|
|
|
(209,468
|
)
|
|
(43,658
|
)
|
|
|
|
|
|
|
|
|
Total
deferred tax asset
|
|
$
|
359,688
|
|
$
|
150,220
|
|
A
reconciliation of the Company’s income tax provision at the federal statutory
rate to the actual income tax provision is as follows:
|
|
September 30,
2008
|
|
December 31,
2007
|
|
|
|
|
|
|
|
Federal
income tax rate
|
|
|
34.00
|
%
|
|
34.00
|
%
|
|
|
|
|
|
|
|
|
State
& local tax rate
|
|
|
10.90
|
%
|
|
10.90
|
%
|
|
|
|
|
|
|
|
|
Valuation
allowance
|
|
|
14.80
|
%
|
|
3.70
|
%
|
|
|
|
|
|
|
|
|
Effect
Tax Rate
|
|
|
59.70
|
%
|
|
48.60
|
%
|
Deferred
income taxes represent the net tax effects of temporary differences between
the
carrying amounts of assets and liabilities for financial reporting purposes
and
amounts used for income tax purposes. The Company had net deferred tax assets
of
$359,688 on September 30, 2008 and $150,220 on December 31, 2007 partially
offset by valuation allowances. A valuation allowance was established for the
realizability of certain tax benefits considering the expected future taxable
income of the Company.
6.
Preferred Stock
The
Company is authorized to issue 1,000,000 shares of preferred stock with such
designations, voting and other rights and preferences, as may be determined
from
time to time by the board of directors.
7.
Stockholders’ Equity
On
September 8, 2006, the Company redeemed 20,000 shares of its common stock at
a
price of $0.0156 per share.
On
September 15, 2006, the Company effected a 0.80 for 1 reverse stock split.
All
share numbers herein reflect this adjustment.
On
January 16, 2007, the Company filed its Third Amended and Restated Certificate
of Incorporation with the State of Delaware, reducing its authorized
capitalization from 100,000,000 shares of common stock, par value $.0001 per
share, and 1,000,000 shares of preferred stock, par value $.0001 per share,
to
30,000,000 shares of common stock, par value $.0001 per share, and 1,000,000
shares of preferred stock, par value $.0001 per share. Such reduction has been
given retroactive effect in these financial statements.
On
February 7, 2007, the Company filed its Fourth Amended and Restated Certificate
of Incorporation with the State of Delaware, amending the restriction against
the Company proceeding with a business combination from disallowing such a
transaction if the holders of less than 30% of the number of shares sold in
the
Public Offering vote against a business combination and subsequently exercise
their dissolution rights, increasing such percentage to 35%.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Forward
Looking Statements
This
quarterly report on Form 10-Q includes 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. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different
from
any future results, levels of activity, performance or achievements expressed
or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
the negative of such terms or other similar expressions. Factors that might
cause or contribute to such a discrepancy include, but are not limited to,
those
described under “Risk Factors” in our annual report on Form 10-K for the period
ended December 31, 2007 filed with the Securities and Exchange Commission on
April 15, 2008. The following discussion should be read in conjunction with
our
Financial Statements and related Notes thereto included elsewhere in this
report.
Overview
We
were
formed on April 20, 2005, to serve as a vehicle to acquire one or more domestic
or international operating businesses in the U.S. homeland security or defense
industries or a combination thereof, through a merger, capital stock exchange,
asset acquisition or other similar business combination. Our initial business
combination must be with a target business or businesses whose fair market
value
is equal to at least 80% of our net assets at the time of such acquisition.
Since our offering, we have been actively searching for a suitable business
combination candidate. We have commenced preliminary discussions but currently
have not entered into any definitive agreement with any potential target
businesses. We are not engaged in, and will not engage in, any substantive
commercial business until we consummate an initial transaction. We intend to
utilize cash derived from the proceeds of our recently completed public offering
and private placement, our capital stock, debt or a combination thereof, in
effecting a business combination.
The
Company’s Amended and Restated Certificate of Incorporation provides for
mandatory liquidation of its trust account as part of a stockholder-approved
plan of dissolution and liquidation in the event that the Company does not
consummate a business combination within 18 months from the date of the
consummation of the public offering, or 24 months from the consummation of
the
public offering if a letter of intent, agreement in principle or definitive
agreement has been executed within 18 months after consummation of the public
offering and the business combination has not yet been consummated within such
18 month period. On September 26, 2008 the Company disclosed on a current report
on Form 8-K filed with Securities and Exchange Commission that it has signed
a
letter of intent and has met the condition under its Amended and Restated
Certificate of Incorporation that permits it until March 28, 2009 to complete
a
business combination. We cannot assure investors that we will consummate a
business combination in the allotted time.
Results
of operations for the three-month periods ended September 30, 2008 and September
30, 2007
We
reported net income of $799 for the three-month period ended September 30,
2008.
Net income consisted of interest income of $294,461 reduced by of $244,115
of
operating expenses. Operating expenses consisted of consulting and professional
fees of $63,343, insurance expense of $9,708, travel expense of $107,425,
Delaware franchise fees of $15,563 and other operating costs of
$48,076.
The
trust
account earned interest of $294,461 during the three months ended September
30,
2008, none of which is attributable to common stock subject to possible
redemption. We had $60,681,893 in trust as of September 30, 2008.
Until
we
enter into a business combination, we will not generate operating
revenues.
We
reported net income of $275,532 for the three-month period ended September
30,
2007. Net income consisted of interest income of $663,210 reduced by of $134,204
of operating expenses. Operating expenses consisted of consulting and
professional fees of $51,650, insurance expense of $16,112, travel expense
of
$26,607, Delaware franchise fees of $15,501 and other operating costs of
$24,334.
The
trust
account earned interest of $663,210 during the three months ended September
30,
2007, none of which is attributable to common stock subject to possible
redemption. We had $60,231,096 in trust as September 30, 2007.
Results
of operations for the nine-month periods ended September 30, 2008 and September
30, 2007
We
reported net income of $198,491 for the nine-month period ended September 30,
2008. Net income consisted of interest income of $1,164,094 reduced by of
$668,991 of operating expenses. Operating expenses consisted of consulting
and
professional fees of $180,464, insurance expense of $35,528, travel expense
of
$202,151, Delaware franchise fees of $46,688 and other operating costs of
$204,160.
The
trust
account earned interest of $1,164,094 during the nine months ended September
30,
2008, none of which is attributable to common stock subject to possible
redemption. We had $60,681,893 in trust as of September 30, 2008.
Until
we
enter into a business combination, we will not generate operating
revenues.
We
reported net income of $554,662 for the nine month period ended September 30,
2007. Net income consisted of interest income of $1,434,335 reduced by of
$353,319 of operating expenses. Operating expenses consisted of consulting
and
professional fees of $115,363, insurance expense of $31,174, travel expense
of
$86,620, Delaware franchise fees of $41,387 and other operating costs of
$78,775.
The
trust
account earned interest of $1,434,335 during the nine months ended September
30,
2007, none of which is attributable to common stock subject to possible
redemption. We had $60,231,096 in trust as of September 30, 2007.
Liquidity
and Capital Resources
On
March
21, 2007, we sold to Steven M. Wasserman (500,000 warrants), our Chief Executive
Officer, President and Co-Chairman of the board of directors, and Constantinos
Tsakiris (2,700,000 warrants), a former director, an aggregate of 3,200,000
warrants in a private placement for $1.00 per warrant or aggregate consideration
of $3,200,000. The warrants in the private placement have identical terms to
the
warrants included in the units offered as part of the public offering. On March
28, 2007, we consummated our initial public offering of 6,000,000 units at
a
purchase price of $10.00 per unit or gross proceeds of $60,000,000. Each unit
in
the public offering consisted of one share of common stock and one redeemable
common stock purchase warrant. Each warrant entitles the holder to purchase
from
us one share of common stock at an exercise price of $7.50 per share. Prior
to
the closing of the public offering, Steven M. Wasserman loaned us $250,000
for
expenses of the public offering, which loan was repaid in October
2008.
On
the
closing date of our public offering, $60,002,831 was placed in the Trust Account
at JP Morgan Chase New York, New York. This amount includes net proceeds of
the
public offering of $54,628,431 and the private placement of $3,200,000 plus
interest of $2,831 thereon. The funds in the Trust Account will be invested
until the earlier of (i) the consummation of a business combination or (ii)
the
liquidation of the Trust Account as part of a plan of distribution and
liquidation approved by our stockholders.
In
addition to the net proceeds from the sale of the units in this offering and
the
sale of warrants in our private placement, on the closing date of the public
offering the trust account included $1,800,000 of deferred underwriting
compensation to be paid to Maxim Group LLC with accrued interest if and only
if
a business combination is consummated, and $90,000 of deferred legal fees to
be
paid, without contingency, from interest income earned on the trust account
released to us.
While
funds are held in the trust account, they will only be invested in Treasury
Bills issued by the United States government having a maturity of 180 days
or
less or money market funds meeting the criteria under Rule 2a-7 under the 1940
Act. Interest earned will be applied in the following order of
priority:
·
|
payment
of taxes on trust account interest
income;
|
·
|
payment
of State of Delaware franchise
taxes;
|
·
|
repayment
of up to $250,000 of an additional officer loan made prior to the
closing
of this offering by Steven M.
Wasserman;
|
·
|
our
working capital requirements before we complete a business combination
and, if necessary, funding the costs of our potential dissolution
and
liquidation;
|
·
|
solely
if we complete a business combination, interest on the amount of
deferred
underwriters’ compensation payable to the underwriters;
and
|
·
|
the
balance, if any, to us if we complete a business combination or to
our
public stockholders if we do not complete a business
combination.
|
We
believe that the interest income earned on trust account funds in the period
before we effect a business combination will be sufficient to fund the costs
and
expenses relating to our liquidation and dissolution if we do not consummate
a
business combination.
We
will
use substantially all of the net proceeds of the public offering and from the
private placement, and interest income earned on the funds in the trust account,
to acquire a target business, including identifying and evaluating prospective
acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination. Costs and expenses
incurred prior to the consummation of a business combination, including those
that relate to a business combination that is not consummated, will be paid
from
the interest earned on funds held in the trust account (to the extent such
interest is released to us). To the extent that our capital stock is used in
whole or in part as consideration to effect a business combination, the proceeds
held in the trust account as well as any other net proceeds not expended will
be
used to finance the operations of the target business.
We
believe that the funds available to us from interest income earned on the trust
account will be sufficient to allow us to operate through March 2009, assuming
that a business combination is not consummated during that time. Over this
time
period, the following estimated expenditures are anticipated: $400,000 of
expenses for legal, accounting and other expenses attendant to the structuring,
negotiating and consummation of a business combination, $500,000 of expenses
for
identification, evaluation and due diligence investigation of a target business,
$180,000 for administrative services and support payable to an affiliated third
party ($7,500 per month for 24 months), $100,000 of expenses in legal and
accounting fees relating to our SEC reporting obligations, $150,000 for
directors’ and officers’ liability insurance and $495,000 for general working
capital that will be used for miscellaneous expenses and reserves, deferred
legal fees of $90,000, costs of dissolution and liquidation and reserves, if
any, which we currently estimate to be approximately $50,000 to $75,000,
potential deposits, down payments or funding of a “no-shop” provision in
connection with a particular business combination and key-man
insurance.
We
do not
believe we will need to raise additional funds in order to meet the expenditures
required for operating our business prior to consummating a business
combination. However, we may need to raise additional funds through a private
offering of debt or equity securities if such funds are required to consummate
a
business combination.
In
addition to the above described allocation of interest accrued on the trust
account, at September 30, 2008, we had funds aggregating $27,146 held outside
of
the trust account.
Off-Balance
Sheet Arrangements
We
do not
have any off-balance sheet arrangements.
Contractual
Obligations
We
do not
have any long-term debt, capital lease obligations, operating lease obligations,
purchase obligations or other long-term liabilities.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
This
information has been omitted based on the Company’s status as a smaller
reporting company.
ITEM
4T. CONTROLS AND PROCEDURES
An
evaluation of the effectiveness of our disclosure controls and procedures as
of
September 30, 2008 was made under the supervision and with the participation
of
our management, including our principal executive and principal financial
officer. Based on that evaluation, our chief executive officer and principal
financial officer concluded that our disclosure controls and procedures are
effective as of the end of the period covered by this report to ensure that
information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized
and
reported within the time periods specified in Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated
to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected, or
is
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM
1A. RISK FACTORS
This
information has been omitted based on the Company’s status as a smaller
reporting company.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
Exhibit No.
|
|
Description
|
31.1
|
|
Certification
of the Chief Executive Officer and Chief Financial Officer (Principal
Executive and Financial Officer) pursuant to Rule 13a 14(a) of the
Securities Exchange Act, as amended.
|
32.1
|
|
Certification
of the Chief Executive Officer and Chief Financial Officer (Principal
Executive and Financial Officer) pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
ALPHA
SECURITY GROUP CORPORATION
|
|
|
November
19, 2008
|
By:
|
/s/
Steven M. Wasserman
|
|
Steven
M. Wasserman
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
(Principal
Executive and Financial
Officer)
|