UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
FORM
10-QSB
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED:
For
the
Quarterly Period Ended March 31, 2007
APRECIA,
INC.
(Name
of
Small Business Issuer in Its Charter)
Delaware
|
20-4378866
|
|
|
(State
or Other Jurisdiction of Incorporation
or
Organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
1177
High Ridge Road, Stamford, CT
|
06905
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
|
(203)
321-1285
|
|
(Issuer’s
Telephone Number, Including Area
Code)
|
Check
whether the registrant (1) filed all reports required to be filed by Section
13
or 15(d) of the Securities Exchange Act of 1934, as amended, during the past
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
o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
As
of May
18, 2007 the issuer had 16,761,597 shares of common stock, $0.0001 par value,
issued and outstanding.
Transitional
Small Business Disclosure Format. Yes o
No x
APRECIA,
INC.
FORM
10-QSB
TABLE
OF CONTENTS
PART
I - FINANCIAL INFORMATION
|
3
|
ITEM
1. FINANCIAL STATEMENTS
|
3
|
Balance
Sheets - March 31, 2007
|
3
|
Statements
of Operations - March 31, 2007
|
4
|
Notes
to Financial Statements
|
7
|
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
|
12
|
ITEM
3. CONTROLS AND PROCEDURES
|
20
|
|
|
|
PART
II. - OTHER INFORMATION
|
21
|
ITEM
1. LEGAL PROCEEDINGS
|
21
|
ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS
|
21
|
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
|
21
|
ITEM
4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
|
21
|
ITEM
5. OTHER INFORMATION
|
21
|
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
|
21
|
|
|
SIGNATURE
PAGE
|
24
|
|
|
|
Exhibit
31.1
|
Section
302 Certification by President, Chief Executive Officer and Interim
Chief
Financial Officer
|
|
Exhibit
32.1
|
Section
906 Certification by President and Chief Executive Officer and
Interim
Chief Financial Officer
|
|
Item
1. Financial Statements
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
BALANCE SHEET
MARCH
31, 2007
(Unaudited)
ASSETS
Current
Assets:
Cash
|
|
$
|
13,538
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
13,538
|
|
|
|
|
|
|
Property
and Equipment - Net
|
|
|
2,146
|
|
|
|
|
|
|
Deferred
Finance Costs - Net
|
|
|
87,361
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
103,045
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
Current
Liabilities:
|
|
|
|
|
Accrued
Expenses
|
|
$
|
86,182
|
|
Accrued
Interest
|
|
|
44,694
|
|
Accrued
Liquidated Damages
|
|
|
106,667
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
237,543
|
|
|
|
|
|
|
Long
Term Debt:
|
|
|
|
|
|
|
|
|
|
7%
Convertible Debentures
|
|
|
500,000
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
737,543
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
Stockholders’
Deficiency:
|
|
|
|
|
Preferred
Stock, $.0001 par value; 10,000,000 shares authorized,
|
|
|
|
|
none
issued and outstanding
|
|
|
|
|
Common
Stock, $.0001 par value; 250,000,000 shares authorized,
|
|
|
|
|
16,761,597
issued and outstanding
|
|
|
1,676
|
|
Additional
Paid in Capital
|
|
|
100,934
|
|
Deficit
Accumulated During the Development Stage
|
|
|
(737,011
|
)
|
Subscriptions
Receivable
|
|
|
(
97
|
)
|
|
|
|
|
|
Total
Stockholders’ Deficiency
|
|
|
(
634,498
|
)
|
|
|
|
|
|
Total
Liabilities and Stockholders’ Deficiency
|
|
$
|
103,045
|
|
The
accompanying notes are an integral part of these financial
statements.
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENT OF OPERATIONS
(Unaudited)
|
|
For
the Three
Months
Ended
March
31, 2007
|
|
For
the Nine
Months
Ended
March
31, 2007
|
|
For
the Period December 15, 2005(Inception) to March 31,
2007
|
|
Net
Revenues
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs
and Expenses:
|
|
|
|
|
|
|
|
|
|
|
Officer’s
Compensation
|
|
|
45,000
|
|
|
135,000
|
|
|
195,000
|
|
Software
Development
|
|
|
42,553
|
|
|
124,553
|
|
|
172,123
|
|
Other
General and Administrative Expenses
|
|
|
33,335
|
|
|
|
|
|
120,887 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Costs and Expenses
|
|
|
120,888
|
|
|
333,632
|
|
|
488,010
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from Operations before Other Expense
|
|
|
(
120,888
|
)
|
|
(
333,632
|
)
|
|
(488,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
Expenses:
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(
35,775
|
)
|
|
(
103,275
|
)
|
|
(142,334
|
)
|
Liquidated
Damages
|
|
|
(
30,000
|
)
|
|
(
90,000
|
)
|
|
(106,667
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Expenses
|
|
|
(
65,775
|
)
|
|
(
193,275
|
)
|
|
(249,001
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(
186,663
|
)
|
$
|
(
526,907
|
)
|
$
|
(737,011
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Common Shares
|
|
|
|
|
|
|
|
|
|
|
Outstanding
- Basic and Diluted
|
|
|
16,761,597
|
|
|
16,551,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Common Share
|
|
$
|
(
0.01
|
)
|
$
|
(
0.03
|
)
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENT OF CASH FLOWS
(Unaudited)
|
|
For
the Three
Months
Ended
March
31, 2007
|
|
For
the Nine
Months
Ended
March
31, 2007
|
|
For
the Period
December
15, 2005
(Inception)
to
March
31, 2007
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(
186,663
|
)
|
$
|
(
526,907
|
)
|
$
|
(737,011
|
)
|
Adjustmeents
to Reconcile Net Losses to
|
|
|
|
|
|
|
|
|
|
|
Net
Cash (Used) in Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
Amortization
of Deferred Finance Costs
|
|
|
23,125
|
|
|
69,375
|
|
|
97,639
|
|
Depreciation
Expense
|
|
|
239
|
|
|
716
|
|
|
716
|
|
Common
Stock Issued for Software
|
|
|
|
|
|
|
|
|
|
|
Development
|
|
|
-
|
|
|
-
|
|
|
970
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Increase
in Stock Subscription Receivable
|
|
|
-
|
|
|
-
|
|
|
(
97
|
)
|
Increase
in Accrued Expenses
|
|
|
37,755
|
|
|
68,495
|
|
|
86,182
|
|
Increase
in Accrued Interest
|
|
|
12,649
|
|
|
33,899
|
|
|
44,694
|
|
Increase
in Accrued Liquidated Damages
|
|
|
30,000
|
|
|
90,000
|
|
|
106,667
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash (Used) in Operating Activities
|
|
|
(
82,895
|
)
|
|
(
264,422
|
)
|
|
(400,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
Purchase
of Equipment
|
|
|
-
|
|
|
(
2,862
|
)
|
|
(
2,862
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used by Investing Activities
|
|
|
-
|
|
|
(
2,862
|
)
|
|
(
2,862
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds
of Issuance of 7% Convertible
|
|
|
|
|
|
|
|
|
|
|
Debentures
|
|
|
-
|
|
|
-
|
|
|
500,000
|
|
Payments
of Deferred Finance Costs
|
|
|
-
|
|
|
-
|
|
|
(185,000
|
)
|
Proceeds
from Collection of
|
|
|
|
|
|
|
|
|
|
|
Subscriptions
Receivable
|
|
|
-
|
|
|
354
|
|
|
-
|
|
Proceeds
from Issuance of Common
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
-
|
|
|
56,189
|
|
|
106,640
|
|
Expense
on Sale of Common Stock
|
|
|
-
|
|
|
-
|
|
|
(
5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financial Activities
|
|
|
-
|
|
|
56,543
|
|
|
416,640
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Cash
|
|
|
(
82,895
|
)
|
|
(
210,741
|
)
|
|
13,538
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- Beginning of Period
|
|
|
96,433
|
|
|
224,279
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- End of Period
|
|
$
|
13,538
|
|
$
|
13,538
|
|
$
|
13,538
|
|
The
accompanying notes are an integral part of these financial
statements.
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENT OF CASH FLOWS
(Continued)
(Unaudited)
|
|
For
the Three
Months
Ended
March
31, 2007
|
|
For
the Nine
Months
Ended
March
31, 2007
|
|
For
the Period
December
15, 2005
(Inception)
to
March
31, 2007
|
|
Supplemental
Cash Flow Informaiton:
|
|
|
|
|
|
|
|
Cash
Paid for Interest
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Cash
Paid for Income Taxes
|
|
$
|
-
|
|
$
|
-
|
|
$
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Non-Cash Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
Subscription
Receivable on Sale of
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
$
|
-
|
|
$
|
-
|
|
$
|
451
|
|
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
1
- Summary
of Significant Accounting Policies
Organization
Aprecia,
Inc. (“the Company”), was incorporated on December 15, 2005 under the laws of
the State of Delaware. The Company has selected June 30 as its fiscal
year.
The
Company has not yet generated revenues from planned principal operations
and is
considered a development stage company as defined in Statement of Financial
Accounting Standards (‘SFAS’) No. 7. The Company plans on becoming involved in
the business of identifying money laundering in various sporting venues.
There
is no assurance, however, that the Company will achieve its objectives or
goals.
Cash
and Cash Equivalents
The
Company considers all highly-liquid investments purchased with a maturity
of
three months or less to be cash equivalents.
Revenue
Recognition
The
Company utilizes the accrual method of accounting.
Advertising
Costs
Advertising
costs will be charged to operations when incurred. The Company did not incur
any
advertising costs during the quarter ended March 31, 2007, or for the period
December 15, 2005 (inception) through March 31, 2007.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method described
in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to
establish deferred tax assets and liabilities for the temporary difference
between the financial reporting and the tax bases of the Company’s assets and
liabilities at enacted tax rates expected to be in effect when such amounts
are
realized or settled. A valuation allowance related to deferred tax assets
is
recorded when it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
Loss
Per Share
The
compution of loss per share is based on the number weighted average of common
shares outstanding during the period presented. Diluted loss per common share
is
the same as basic loss per common share as the effect of potentially dilutive
securities (convertible debentures - 4,166,667 shares) are
antidilutive.
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
1
- Summary
of Significant Accounting Policies
(Continued)
Accounting
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management
to
make estimates and assumptions that affect the reported amounts of assets
and
liabilities, the disclosures of contingent assets and liabilities at the
date of
the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
Fair
Value of Financial Instruments
The
carrying value of cash, subscription receivable and accrued liabilities
approximates fair value because of the immediate or short-term maturity of
these
financial instruments.
Software
Development
Software
development costs are charged to expense as incurred. The Company incurred
software development costs amounting to $42,553 during the quarter ended
March
31, 2007, and $172,123 for the period December 15, 2005 (inception) through
March 31, 2007.
Recently
Enacted Accounting Standards
SAB
108
In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was
issued
in order to eliminate the diversity in practice surrounding how public companies
quantify financial statement misstatements. SAB 108 requires that registrants
quantify errors using both a balance sheet and income statement approach
and
evaluate whether either approach results in a misstated amount that, when
all
relevant quantitative and qualitative factors are considered, is material.
The
Company has considered the SAB 108 to be not material.
SFAS
157
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No.
157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition
of fair value and establishes a framework to make the measurement of fair
value
in generally accepted accounting principles more consistent with comparable.
SFAS 157 also requires expanded disclosures to provide information about
the
extent to which fair value is used to measure assets and liabilities, the
methods and assumptions used to measure fair value, and the effect of fair
value
measures on earnings. SFAS 157 is effective for the Company’s year ended 2008,
although early adoption is permitted. The Company is assessing potential
effect
of SFAS 157 on its financial statements.
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
2 -
Going
Concern
The
Company incurred net losses of $186,663 for the quarter ended March 31, 2007
and
$737,011 for the period December 15, 2005 (inception) to March 31, 2007 and
has
a stockholders’ deficiency of $634,498 at March 31, 2007. These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.
There
can
be no assurance that sufficient funds required during the next year or
thereafter will be generated from operations or that funds will be available
from external sources such as debt or equity financings or other potential
sources. The lack of additional capital resulting from the inability to generate
cash flow from operations or to raise capital from external sources would
force
the Company to substantially curtail or cease operations and would, therefore,
have a material adverse effect on its business. Furthermore, there can be
no
assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive effect
on the
Company’s existing stockholders.
The
accompanying financial statements do not include any adjustments related
to the
recoverability or classification of asset-carrying amounts or the amounts
and
classification of liabilities that may result should the Company be unable
to
continue as a going concern.
The
Company is attempting to address its lack of liquidity by raising additonal
funds, either in the form of debt or equity or some combination thereof.
There
can be no assurances that the Company will be able to raise the additional
funds
it requires.
NOTE
3 -
Subscriptions
Receivable
At
March
31, 2007, subscriptions receivable amounts to $451 resulting from the sale
of
common stock to the founders. During the quarter ended March 31, 2007
collections of $354 were made leaving a balance outstanding at March 31,
2007 of
$97.
NOTE
4 -
7%
Convertible Debentures
The
Company entered into a Securities Purchase Agreement dated as of March 10,
2006,
with four investors relating to the issuance and sale, in a private placement
exempt from the registration requirements of the Securities Act of 1933,
as
amended, of 7% Convertible Debentures in the principal amount of $500,000.
Accrued interest on the convertible debentures as of March 31, 2007 was $36,944.
The debentures are collateralized by all of the now owned and hereafter acquired
rights, title and interest of the Company’s assets.
The
debentures mature 24 months from the closing. The debentures are convertible
at
the option of the holder into the Company’s common stock at the rate of $.12 per
share. Deferred finance costs incurred as a result of the private offering
of
the debentures were $185,000.
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
4 -
7%
Convertible Debentures
(Continued)
Since
a
registration statement covering the underlying common stock was not filed
within
90 days, the Company is required to pay liquidated damages of 2% of the
principal amount of $500,000 per month plus interest at the rate of 18% if
the
Company fails to pay the liquidated damages within seven days. Accordingly,
the
Company has accrued $106,667 in liquidated damages and $7,750 interest on
the
liquidated damages as of March 31, 2007.
NOTE
5 -
Common
Stock
In
March
2006, the Company sold 4,510,000 shares of common stock valued at $451 to
the
founders of the Company.
In
March
2006, the Company issued 9,700,000 shares of common stock valued at $970
for
software development costs.
In
March
2006, the Company sold 2,083,333 shares of common stock to a private investor
for $50,000, and paid cash commissions of $5,000.
In
October 2006, the Company completed a private placement of 468,264 shares
of its
common stock for gross proceeds of $56,192.
NOTE
6 -
Preferred
Stock
The
Company’s Board of Directors may, without further action by the Company’s
stockholders, from time to time, direct the issuance of any authorized but
unissued or unreserved shares of Preferred Stock in series and at the time
of
issuance, determine the rights, preferences and limitations of each series.
The
holders of the Preferred Stock may be entitled to receive a preference payment
in the event of any liquidaton, dissolution or winding-up of the Company
before
any payment is made to the holders of the Common Stock. Furthermore, the
Board
of Directors could issue Preferred Stock with voting and other rights that
could
adversely affect the voting power of the holders of the Common
Stock.
NOTE
7 -
Commitments
and Contingencies
Legal
Proceedings
From
time
to time, the Company is named in legal actions in the normal course of business.
In the opinion of management, the outcome of these matters, if any, will
not
have a material impact on the financial condition or results of operations
of
the Company.
APRECIA,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
8 -
Subsequent
Events
In
May
2007 the Company sold $187,000 principal of 7% secured promissory notes (“the
notes”) and 500,000 Class A Common Stock purchase warrants (“the warrants”)
(collectively “the securities”) for an aggregate purchase price of $170,000. The
notes are due September 2007 and are secured by the Company’s assets. The
warrants have an exercise price of $.18 per share and a term of 5 years.
In
connection with the sale of the securities the Company issued as broker’s fees:
(i) 83,111 common stock purchase warrants ($.18 exercise price, 5 year term)
and
(ii) a promissory note in the amount of $14,963. In addition, the Company
incurred legal fees of approximately $30,500 in connection with the sale
of the
securities.
Item
2. Management’s Discussion and Analysis or Plan of
Operation
The
following discussion contains trend information and other forward-looking
statements that involve a number of risks and uncertainties. The Company’s
actual results could differ materially from the Company’s historical results and
those discussed in the forward-looking statements. Forward-looking statements,
which involve assumptions and describe our future plans, strategies, and
expectations, are generally identifiable by use of the words “may, “ “will,”
“should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project”
or the negative of these words or other variations on these words or comparable
terminology. Factors that could cause actual results to differ materially
include, but are not limited to, those identified in “Risk Factors” below. This
discussion should be read in conjunction with the Financial Statements and
accompanying notes included in this Report. All period references are to the
Company’s fiscal periods unless otherwise indicated.
General
The
Company is a leading-edge provider of applied artificial intelligence solutions
for thoroughbred and lottery applications. The Company is the developer of
MonitorPlus, an analysis tool designed to help the thoroughbred racing and
lottery industry by providing alerts when potential wagering fraud or money
laundering is detected. The Company markets its products through a
partner/distributor primarily to regulatory bodies. The Company’s success is
largely dependent on the market acceptance of the product, efficient utilization
of the Company’s infrastructure, successful ongoing development of advanced
process technologies and generation of sufficient return on research and
development investments.
The
Company has partnered with ESI Integrity Inc. so that Aprecia’s MonitorPlus
artificial intelligence based transactional analysis capability will integrate
into ESI’s industry-leading Integrity product to provide alerting of suspicious
patterns and activity. The combined technologies will have the potential to
assist gaming operators and regulators in controlling the risks associated
with
fraud and money laundering as it is related to gaming and lottery. The first
customer for this technology will be RCI Integrity Services Inc. RCI Integrity
Services will be operating a National Monitoring Centre for pari-mutuel wagering
in the USA utilizing the enhanced ESI Integrity Monitoring System.
The
Company makes significant ongoing investments to implement its proprietary
product and process technology with increasing functionality and performance
at
lower costs. The Company continues to introduce new generations of products
that
offer improved performance characteristics.
In
order
to maximize returns from investments in research and development (“R&D”),
the Company has subcontracted its development work. To be successfully
incorporated in customers’ end products, the Company must offer qualified
solutions at a time when customers are developing their design specifications
for their end products. The Company must make significant investments in R&D
to expand its product offering and develop its leading-edge product and process
technologies to demonstrate advanced functionality and performance to the end
user.
The
projected timeframe for testing and release of the latest enhanced version of
MonitorPlus is the first quarter of fiscal 2008.
Going
Concern
There
is
substantial doubt about the ability of Aprecia to continue as a going concern.
As of March 31, 2007, current liabilities exceed current assets by $224,005.
Management
continues to meet operating deficits primarily through short-term borrowings
and
is attempting to utilize other debt and dilutive and non-dilutive equity
financing alternatives to sustain operations. Whether such financing will be
available as needed and the ultimate form of such financing is uncertain and
the
effects of this uncertainty could ultimately lead to bankruptcy.
Revenue
We
have
not generated revenue to date. We intend to generate revenue through (i) the
licensing of our technology to parties engaged in the regulation of the
thoroughbred racing industry and (ii) the licensing of our technology to third
parties which will in turn develop and sell specifically tailored software
solutions for customers based on our technology. As of the date of this report,
we anticipate entering an agreement in Q2 to license of our technology through
our reseller, ESI, to RCI Integrity Services Inc. and cannot guarantee that
we
will be able to enter into such agreements in the future. Further, if we do
enter into such agreements, there is no guarantee that operations related to
the
agreements will be profitable.
Net
Loss
Our
net
loss was $186,663 for the quarter ended March 31, 2007 and $526,907 for the
nine
months ended March 31, 2007. The company had no comparable financials for the
quarter and for the nine months ended March 31, 2006.
Costs
and Expenses
Costs
and
expenses were $120,888 for the quarter ended March 31, 2007 and $333,632 for
the
nine months ended March 31, 2007 and consisted primarily of officer’s
compensation and software development. The company had no comparable financials
for the quarter and for the nine months ended March 31, 2006.
Off-Balance
Sheet Arrangements
We
do not
have any off balance sheet arrangements that are reasonably likely to have
a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
Research
and Development
Research
and Development (“R&D”) expenses vary. The Company deems development of a
product complete once the product has been thoroughly reviewed and tested for
performance and reliability. R&D expenses can vary significantly depending
on the timing of product qualifications as costs incurred in production prior
to
qualification are charged to R&D.
Income
Taxes
The
Company has paid only minimum state taxes to date. The Company has unused
federal and state tax net operating loss carryforwards of $779,000 as of March
31, 2007. Substantially all of the net operating loss carryforwards expire
from
2011 to 2021.
Financing
Activities
During
2006, the Company entered into a Securities Purchase Agreement dated as of
March
10, 2006, with four investors relating to the issuance and sale, in a private
placement exempt from the registration requirements of the Securities Act of
1933, as amended, of 7% Convertible Debentures in the principal amount of
$500,000. Accrued interest on the convertible debentures as of March 31, 2007
was $36,944. The debentures are collateralized by all of the now owned and
hereafter acquired rights, title and interest of the Company’s assets. The
debentures mature 24 months from the closing. The debentures are convertible
at
the option of the holder into the Company’s common stock at the rate of $0.12
per share. Deferred finance costs incurred as a result of the private offering
of the debentures were $185,000.
In
May
2007, the Company sold $187,000 principal of 7% secured promissory notes (“the
notes”) and 500,000 Class A Common Stock purchase warrants (“the warrants”)
(collectively “the securities”) for an aggregate purchase price of $170,000. The
notes are due September 2007 and are secured by the Company’s assets. The
warrants have an exercise price of $0.18 per share and a term of five years.
In
connection with the sale of the securities the Company issued as broker’s fees:
(i) 83,111 common stock purchase warrants ($0.18 exercise price, five year
term)
and (ii) a promissory note in the amount of $14,963. In addition, the Company
incurred legal fees of approximately $30,500 in connection with the sale of
the
securities.
Access
to
capital markets has historically been important to the Company. Depending on
market conditions, the Company may issue registered or unregistered securities
to raise capital to fund a portion of its operations.
Employees
As
of
March 31, 2007, the Company had no full-time employee and one part-time
employee, it’s President, CEO and Interim CFO, Isidore Sobkowski. No employees
are presently represented by any labor unions. We believe our relations with
our
employees to be good.
Recently
Issued Accounting Standards
In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities - Including an amendment
of FASB Statement No. 115. “Under SFAS No. 159, the Company may elect to measure
many financial instruments and certain other items at fair value on an
instrument by instrument basis subject to certain restrictions. The Company
may
adopt SFAS No. 159 at the beginning of 2008. The impact of the adoption of
SFAS
No. 159 will be dependent on the extent to which the Company elects to measure
eligible items at fair value.
In
September 2006, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements.” The Company is required to
adopt SAB No. 108 by the end of 2007 and does not expect the adoption to have
significant impact on the Company’s financial position or results of
operations.
In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106 and 132(R).” Under SFAS No. 158, the Company is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of 2007. The Company
does
not expect the adoption of SFAS No. 158 to have a significant impact on its
financial position or results of operations.
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement.” SFAS No.
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements. The Company is required to
adopt
SFAS No. 157 effective at the beginning of 2009.
In
June
2006, the FASB issued Interpretation NO. 48 (“FIN 48”), “Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.” FIN
48 contains a two step approach to recognizing and measuring uncertain tax
positions accounted for in accordance with SFAS No. 109. The first step is
to
evaluate the tax position for recognition by determining if the weight of
available evidence indicated it is more likely than not that the position will
be sustained on audit, including resolution of related appeals or litigation
processes, if any. The second step is to measure the tax benefit as the largest
amount which is more than 50% likely of being realized upon ultimate settlement.
The Company is required to adopt FIN 48 effective at the beginning of 2008.
The
Company is evaluating the impact this statement will have on its consolidated
financial statements.
In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
Financial Instruments.” SFAS No. 155 permits fair value remeasurement for any
hybrid financial instrument that contains an embedded derivative that otherwise
would require bifurcation. As of March 1, 2007, the Company did not have any
hybrid financial instruments subject to the fair value election under SFAS
No.
155. The Company is required to adopt SFAS No. 155 effective at the beginning
of
2008.
In
May
2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.”
SFAS No. 154 changes the requirements for the accounting for and reporting
of a
change in accounting principle. The Company adopted SFAS No. 154 at the
beginning of 2007. The adoption of SFAS No. 154 did not impact the Company’s
results of operation and financial condition.
Critical
Accounting Estimates
The
preparation of financial statements and related disclosures in conformity with
U.S. GAAP requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues, expenses and related
disclosures. Estimates and judgments are based on historical experience,
forecasted future events and various other assumptions that the Company believes
to be reasonable under the circumstances. Estimates and judgments may vary
under
different assumptions or conditions. The Company evaluates its estimates and
judgments on an ongoing basis. Management believes the accounting policies
below
are critical in the portrayal of the Company’s financial condition and results
of operations and require management’s most difficult, subjective or complex
judgments.
Contingencies:
The
Company is subject to the possibility of losses from various contingencies.
Considerable judgment is necessary to estimate the probability and amount of
any
loss from such contingencies. An accrual is made when it is probable that a
liability has been incurred or an asset been impaired and the amount of loss
can
re reasonably estimated. The Company accrues a liability and charges operations
for the estimated costs of adjudication or settlement of asserted and unasserted
claims existing as of the balance sheet date.
Income
Taxes:
The
Company is required to estimate its provision for income taxes and amounts
ultimately payable or recoverable in numerous tax jurisdictions around the
world. Estimates involve interpretations of regulations and are inherently
complex. Resolution of income tax treatments in individual jurisdictions may
not
be known for many years after completion of any fiscal year. The Company is
also
required to evaluate the realizability of its deferred tax assets on an ongoing
basis in accordance with U.S. GAAP, which requires the assessment of the
Company’s performance and other relevant factors when determining the need for a
valuation allowance with respect to these deferred tax assets. Realization
of
deferred tax assets is dependent on the Company’s ability to generate future
taxable income.
Research
and development:
Costs
related to the conceptual formulation and design of products and processes
are
expenses as research and development when incurred. Determining when product
development is complete requires judgment by the Company. The Company deems
development of a product complete once the product has been thoroughly reviewed
and tested for performance and reliability.
Stock-based
compensation:
Under
the provisions of SFAS No. 123(R), stock-based compensation cost is estimated
at
the grant date based on the fair-value of the award and recognized as expense
ratably over the requisite service period of the award. Determining the
appropriate fair-value model and calculating the fair value of stock-based
awards at the grant date requires considerable judgment, including estimating
stock price volatility, expected option life and forfeiture rates. The Company
develops its estimates based on historical data and market information which
can
change significantly over time. A small change in the estimates used can result
in a relatively large change in the estimated valuation.
The
Company will use the Black-Scholes option valuation model to value employee
stock awards. The Company will estimate stock price volatility based on an
average of its historical volatility and the implied volatility derived from
traded options on the Company’s stock. Estimated option life and forfeiture rate
assumptions will be derived from historical data. For stock based compensation
awards with graded vesting that were granted after 2005, the Company will
recognize compensation expense using the straight-line method.
Risk
Factors
Our
plans to significantly increase our sales have numerous
risks.
We
plan
to significantly increase sales in future periods. As part of this plan we
have
formed a joint venture and made substantial investments in capital expenditures
for equipment and new facilities as well as research and development. Our plans
also require significant future investments in capital expenditures and research
and development.
We
rely on our senior management and will be harmed if any or all of them
leave.
Our
success is dependent on the efforts, experience and relationships of Isidore
Sobkowski, President, Chief Executive Officer and Interim Chief Financial
Officer. If he becomes unable to continue in that role, our business or
prospects could be adversely affected.
Aprecia
Lost Money For The Fiscal Year Ended June 30, 2006 And The Nine Months Ended
March 31, 2007, And Losses May Continue In The Future.
For
the
Fiscal Year Ended June 30, 2006, Aprecia incurred a net loss of $210,104 and
for
the nine months ended March 31, 2007 incurred a loss of $526,907. We anticipate
that we will in all likelihood have to rely on external financing for all of
our
capital requirements. Future losses are likely to continue unless we
successfully implement our business plan. Currently, we are dependent upon
external financing to fund our operations. We have no assurance that any third
party would lend us funds given our current financial condition. If such funds
are not available we would likely curtail or discontinue entirely our
operations. If we incur any problems in any of these scenarios, we may
experience significant liquidity and cash flow problems. If we are not
successful in reaching and maintaining profitable operations, we may not be
able
to attract sufficient capital to continue our operations. Our inability to
obtain adequate financing will result in the need to curtail business operations
and will likely result in a lower stock price.
The
future success of our business will be dependent on continued market acceptance
of our products and the development, introduction and marketing of new
products.
The
success of our business will depend on a number of factors,
including:
|
·
|
Development
of products that maintain a technological advantage over the products
of
our competitors;
|
|
·
|
Accurate
prediction of market requirements and evolving standards and other
requirements;
|
|
·
|
Timely
completion and introduction of new products that satisfy customer
requirements.
|
We
may not be able to generate sufficient cash flows to fund our operations and
make adequate capital investments.
Our
cash
flows from operations depend primarily on the volume of selling prices and
per
unit manufacturing costs. To develop new product and process technologies,
support future growth, achieve operating efficiencies and maintain product
quality, we must make significant capital investments in facilities and capital
equipment, research and development, and product and process technology. In
addition to cash provided by operations, we have from time to time utilized
external sources of financing. Access to capital markets has historically been
very important to us. Depending on market conditions, we may issue registered
or
unregistered securities to raise capital to fund a portion of our operation.
There can be no assurance that we will be able to generate sufficient cash
flows
to fund our operations, make adequate capital investments or access capital
markets on acceptable terms, and an inability to do so could have a material
adverse effect on our business and results of operations.
Our
net operating carryforwards may be limited
Utilization
of the tax benefits of these carryforwards are subject to limitations imposed
by
Section 382 of the Internal Revenue Code. The determination of the limitations
is complex and requires significant judgment and analysis of past transactions.
Accordingly, some portion or all of these carryforwards may not be available
to
offset any future taxable income.
New
product development may be unsuccessful
We
are
developing new products that complement or traditional products or leverage
their underlying design or process technology. We have made significant
investments in product and process technologies and anticipate expending
significant resources for new product development over the next several years.
There can be no assurance that our product development efforts will be
successful, that we will be able to cost-effectively develop these new products,
that we will be able to successfully market.
An
adverse determination that our products infringe the intellectual property
rights of others could materially adversely affect our business, results of
operations or financial condition.
As
is
typical in high technology industries, from time to time, others have asserted,
and may in the future assert, that our products or manufacturing processes
infringe their intellectual property rights.
A
court
determination that our products processes infringe in intellectual property
rights of others could result in significant liability and/or require us to
make
material changes to our products. We are unable to predict the outcome of
assertions of infringement made against us. Any of the foregoing could have
a
material adverse effect on our business, results of operations or financial
condition.
We
have a
number of patent and intellectual property license agreements. Some of these
license agreements require us to make one time or periodic payments. We may
need
to obtain additional patent licenses or renew existing license agreements in
the
future. We are unable to predict whether these license agreements can be
obtained or renewed on acceptable terms.
Economic
and political conditions may harm our business
Global
economic conditions and the effects of military or terrorist actions may cause
significant disruptions to worldwide commerce. If these disruptions result
in
delays or cancellations of customer orders, a decrease in corporate spending
on
information technology or our inability to effectively market our products.
Global economic conditions may also affect consumer demand for devices that
incorporate our products. As a result, our business, results of operations
or
financial condition could be materially adversely affected.
We
face risks associated with our international sales and operations that could
materially adversely affect our business, results of operations or financial
condition.
Our
international sales and operations are subject to a variety of risks,
including:
|
·
|
Currency
exchange rate fluctuations,
|
|
·
|
Political
and economic instability,
|
|
·
|
Issues
arising from cultural or language differences and labor
unrest,
|
|
·
|
Longer
payment cycles and greater difficulty in collecting accounts receivable,
and
|
|
·
|
Compliance
with trade and other laws in a variety of
jurisdictions.
|
These
factors may materially adversely affect our business, results of operations
or
financial condition.
Products
that not meet specifications or that contain, or are perceived by our customers
to contain, defects or that are otherwise incompatible with end uses could
impose significant costs on us or otherwise materially adversely affect our
business, results of operations or financial condition.
Because
the design and production process for software products is highly complex,
it is
possible that we may produce products that do not comply with customer
specifications, contain defects or are otherwise incompatible with end uses.
If,
despite design review, quality control and product qualification procedures,
problems with nonconforming, defective or incompatible products occur after
we
have shipped such products, we could be adversely affected in several ways,
including the following:
|
·
|
We
may replace product or otherwise compensate customers for costs incurred
or damages caused by defective or incompatible product,
and
|
|
·
|
We
may encounter adverse publicity, which could cause a decrease in
sales of
our products.
|
We
expect to make future acquisitions where we believe it is advisable to enhance
shareholder value. Acquisitions involve numerous risks,
including:
|
·
|
Difficulties
in integrating the operations, technologies and products of the acquired
companies,
|
|
·
|
Increasing
capital expenditures to upgrade and maintain
facilities,
|
|
·
|
Increasing
debt to finance any acquisition,
|
|
·
|
Diverting
management’s attention from normal daily
operations,
|
|
·
|
Managing
larger operations and facilities and employees in separate geographic
areas, and
|
|
·
|
Hiring
and retaining key employees.
|
Mergers
and acquisitions of high-technology companies are inherently risky, and future
acquisitions may not be successful and may materially adversely affect our
business, results of operations or financial condition.
Our
Common Stock May Be Affected By Limited Trading Volume and May Fluctuate
Significantly
Our
common stock is currently traded on the Over-the-Counter Bulletin Board (the
“OTCBB”) and Pink Sheets. Prior to this offering, there has been a limited
public market for our common stock and there can be no assurance that an active
trading market for our common stock will develop. This could adversely affect
our shareholders’ ability to sell our common stock in short time periods, or
possibly at all. Our common stock is thinly traded compared to larger, more
widely known companies in our industry. Thinly traded common stock can be more
volatile than common stock traded in an active public market. Our common stock
has experienced, and is likely to experience in the future, significant price
and volume fluctuations, which could adversely affect the market price of our
common stock without regard to our operating performance. In addition, we
believe that factors such as quarterly fluctuations in our financial results
and
changes in the overall economy or the condition of the financial markets, could
cause the price of our common stock to fluctuate substantially.
Our
Common Stock Is Deemed To Be “Penny Stock,” Which May Make It More Difficult For
Investors To Sell Their Shares Due To Suitability
Requirements
Our
common stock is deemed to be “penny stock” as that term is defined in Rule
3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Penny stocks are stock:
|
·
|
With
a price of less than $5.00 per
share;
|
|
·
|
That
are not traded on a “recognized” national
exchange;
|
|
·
|
Whose
prices are not quoted on a NASDAQ automated quotation system
(NASDAQ-listed stock must still have a price of not less than $5.00
per
share); or
|
|
·
|
Stock
in issuers with net tangible assets less than $2,000,000 (if the
issuer
has been in continuous operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average
revenues of less than $6,000,000 for the last three
years.
|
Broker-dealers
dealing in penny stocks are required to provide potential investors with a
document disclosing the risks of penny stocks. Moreover, broker-dealers are
required to determine whether an investment in a penny stock is a suitable
investment for a prospective investor. these requirements may reduce the
potential market for our common stock by reducing the number of potential
investors. This may make it more difficult for investors in our common stock
to
sell shares to third parties or to otherwise dispose of them. This could cause
our stock price to decline.
Shareholders
should be aware that, according to the United States Securities and Exchange
Commission (the “SEC” or the “Commission”), the market for penny stocks has
suffered in recent years from patterns of fraud and abuse. Such patterns include
(i) control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) “boiler room” practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers;
and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired consequent investor losses.
Aprecia management is aware of the abuses that have occurred historically in
the
penny stock market. Although Aprecia does not expect to be in a position to
dictate the behavior of the market or of broker-dealers who participate in
the
market, management will strive within the confines of practical limitations
to
prevent the described patterns from being established with respect to Aprecia’s
securities.
Item
3. Controls and Procedures
An
evaluation was carried out under the supervision and with the participation
of
the Company’s management, including its principal executive officer and
principal financial officer (one person), of the effectiveness of the design
and
operation of the Company’s disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as
of
the end of the period covered by this Report. Based upon that evaluation, the
principal executive officer and principal financial officer (one person)
concluded that those disclosure controls and procedures were effective to ensure
that information required to be disclosed by the Company in the reports that
it
files or submits under the Exchange Act is recorded, processed, summarized
and
reported, within the time periods specified in the Commission’s rules and forms
and that such information is accumulated and communicated to the Company’s
management, including the principal executive officer and principal financial
officer (one person), as appropriate, to allow timely decision regarding
disclosure.
During
the quarterly period covered by this Report, there were no changes in the
Company’s internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings.
None.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
In
March
2006, the Company sold 4,510,000 shares of common stock valued at $451 to the
founders of the Company. The proceeds were used for general working capital
purposes.
Also
in
March 2006, the Company issued 9,700,000 shares of common stock valued at $970
for software development costs.
Also
in
March 2006, the Company sold 2,083,333 shares of common stock to a private
investor for $50,000, and paid cash commissions of $5,000. The proceeds were
used for general working capital purposes.
In
October 2006, the Company completed a private placement of 468,264 shares of
its
common stock for gross proceeds of $56,192, which were used for general working
capital purposes.
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 and Reports on Form 8-K
|
a.
|
Exhibits
pursuant to Regulation S-K:
|
DESIGNATION
OF EXHIBIT AS SET FORTH IN ITEM 601 OF REGULATION
S-B
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
3.1 |
|
Articles
of Incorporation |
|
Incorporated
by Reference to the Registration Statement on Form SB-2 filed on
November
13, 2006 (File No. 333-138625). |
|
|
|
|
|
3.2 |
|
Bylaws |
|
Incorporated
by Reference to the Registration Statement on Form SB-2 filed on
November
13, 2006 (File No. 333-138625). |
|
|
|
|
|
4.1
|
|
Securities
Purchase Agreement dated March 10, 2006 by and between the Company
and
Alpha Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna
Enterprises Corp., and CMS Capital
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.2
|
|
7%
Convertible Debenture dated March 10, 2006 issued to Alpha Capital
Aktiengesellschaft
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.3
|
|
Registration
Rights Agreement dated March 10, 2006 by and between the Company
and Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.4
|
|
Security
Agreement dated March 10, 2006 by and between the Company and Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital and Michael Hartstein, as collateral
agent
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.5
|
|
Collateral
Agent Agreement dated March 10, 2006 by and between the Company and
Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital and Michael Hartstein, as collateral
agent
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No.
333-138625).
|
DESIGNATION
OF EXHIBIT AS SET FORTH IN ITEM 601 OF REGULATION
S-B
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.7
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
4.8
|
|
7%
Convertible Debenture dated March 10, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
10.1
|
|
Asset
Purchase Agreement by and between Isidore Sobkowski and the Company
dated
March 6, 2006
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
10.2
|
|
Voting
Agreement by and between Michael Hartstein, Solomon Lax and Isidore
Sobkowski
|
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|
|
|
|
|
31.1
|
|
Certification
of President and Chief Executive Officer (one person) pursuant to
Rule
13a-14(a)/15d-14(a) of the Exchange Act
|
|
Provided
Herewith
|
|
|
|
|
|
32.1
|
|
Certification
of President and Chief Executive Officer (one person) pursuant to
18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
Provided
Herewith
|
b.
Reports
on Form 8-K:
None.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the Registrant has caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
APRECIA,
INC.
|
|
|
|
|
|
|
May
21, 2007
|
By: /s/
Isidore Sobkowski
|
|
Isidore
Sobkowski, President, Chief Executive Officer and Interim Chief Financial
Officer
|
|
|