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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Elcom International Inc (CE) | USOTC:ELCO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.50 | 0.00 | 01:00:00 |
DELAWARE
|
|
04-3175156
|
(State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
Incorporation
or organization)
|
|
Identification
No.)
|
PART
I
|
||||
Item
1. Description of Business
|
2 | |||
Item
2. Description of Property
|
6 | |||
Item
3. Legal Proceedings
|
7 | |||
Item
4. Submission of Matters to a Vote of Security Holders
|
7 | |||
PART
II
|
||||
Item
5. Market for Common Equity and Related Stockholder Matters and
Small
Business Issuer
Purchases
of Equity Securities
|
8 | |||
Item
6. Management’s Discussion and Analysis or Plan of
Operation
|
9 | |||
Item
7. Financial Statements
|
15 | |||
Item
8. Changes In and Disagreements With Accountants on Accounting
and
Financial
Disclosure
|
15 | |||
Item
8A. Controls and Procedures
|
15 | |||
Item
8B. Other Information
|
16 | |||
PART
III
|
||||
Item
9. Directors, Executive Officers, Promoters, Control Persons, and
Corporate Governance;
Compliance
With Section 16(a) of the Exchange Act
|
17 | |||
Item
10. Executive Compensation
|
18 | |||
Item
11. Security Ownership of Certain Beneficial Owners and Management
and
Related Stockholder Matters
|
21 | |||
Item
12. Certain Relationships and Related Transactions, and Director
Independence
|
21 | |||
Item
13. Exhibits
|
22 | |||
Item
14. Principal Accountant Fees and Services
|
23 | |||
SIGNATURES
|
24 | |||
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-2 | |||
ELCOM
INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE
SHEETS
|
F-4 | |||
ELCOM
INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF
OPERATIONS
AND OTHER COMPREHENSIVE INCOME (LOSS)
|
F-5 | |||
ELCOM
INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’
EQUITY (DEFICIT)
|
F-6 | |||
ELCOM
INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF
CASH
FLOWS
|
F-7 | |||
ELCOM
INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
|
F-8 | |||
EX-23.1
Consent of Vitale, Caturano & Company, Ltd.
|
||||
EX
23.2 - Consent of Malone Bailey, PC.
|
||||
EX-31.1
Section 302 Certification of Principal Executive Officer
|
||||
EX-32.2
Section 302 Certification of Principal Financial and Accounting
Officer
|
||||
EX-32.1
Section 906 Certification of Principal Executive Officer
|
||||
EX-32.2
Section 906 Certification of Principal Financial and Accounting
Officer
|
APPROXIMATE
SQUARE
|
|
|
|
||||
LOCATION
|
|
FOOTAGE
|
|
USE
|
|||
Norwood,
Massachusetts
|
36,000
|
Corporate
Headquarters
|
2006
|
|
2005
|
|||||||||||
Quarter
Ended
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||
March
31
|
$
|
0.170
|
$
|
0.075
|
$
|
0.280
|
$
|
0.075
|
|||||
June
30
|
$
|
0.180
|
$
|
0.100
|
$
|
0.150
|
$
|
0.060
|
|||||
September
30
|
$
|
0.130
|
$
|
0.100
|
$
|
0.150
|
$
|
0.070
|
|||||
December
31
|
$
|
0.140
|
$
|
0.070
|
$
|
0.120
|
$
|
0.066
|
Plan Category
|
(a)
Number of
securities to
be
issued
upon exercise
of
outstanding
options,
warrants and
rights
|
(b)
Weighted-average
exercise
price of
outstanding
options,
warrants
and
rights
|
(c)
Number of
securities
remaining
available
for
future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in column (a))
|
|||||||
Equity
compensation plans approved by security holders
|
30,934,713
|
$
|
0.34
|
471,845
|
||||||
Equity
compensation plans not approved by security holders
|
N/A
|
N/A
|
N/A
|
|||||||
Total
|
30,934,713
|
$
|
0.34
|
471,845
|
2006
|
|
2005
|
|||||
Net
revenues
|
$
|
3,218
|
$
|
2,714
|
|||
Gross
profit
|
2,546
|
1,996
|
|||||
Selling,
general and administrative expenses
|
8,156
|
5,413
|
|||||
Research
and development expenses
|
1,231
|
825
|
|||||
Operating
loss
|
(6,841
|
)
|
(4,242
|
)
|
|||
Interest
expense
|
(69
|
)
|
(1,605
|
)
|
|||
Interest
and other income net
|
78
|
7
|
|||||
Net
loss
|
$
|
(6,832
|
)
|
$
|
(5,840
|
)
|
Payments
Due by Period
|
|
|||||||||||||||
|
|
Total
|
|
Less
than 1 year
|
|
1-3
years
|
|
4-5
years
|
|
After
5 years
|
||||||
Operating
lease
|
$
|
278
|
$
|
278
|
$
|
—
|
$
|
—
|
$
|
—
|
(i)
|
Revenue
Recognition
|
NAME
|
AGE
|
POSITION
|
||
|
||||
David
Elliott
|
33
|
Class
I Director, Executive Vice President of Finance
|
||
|
||||
Gregory
D. King
|
54
|
Class
III Director, Chief Executive Officer
|
||
William
Lock
|
50
|
Class
III Director, Executive Vice President
|
||
Justin
Dignam (1) (2) (3)
|
46
|
Class
I Director
|
||
Elliott
Bance (1) (2) (3)
|
34
|
Class
III Director
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
(3)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||||
Sean
P. Lewis - Former Chairman of the Board of Directors (1)
|
2006
|
249,750
|
|
0
|
|
0
|
0
|
|
249,750
|
||||||||||
John
E. Halnen - Former President and Chief Executive Officer
(2)
|
2006
|
247,163
|
0
|
104,200
|
26,750
|
378,113
|
|||||||||||||
William
Lock - Chairman of the Board of Directors
|
2006
|
249,750
|
0
|
70,980
|
0
|
320,730
|
|||||||||||||
Robert
Crowell - Former Chairman of the Board of Directors (3)
|
2006
|
52,400
|
0
|
0
|
72,000
|
124,400
|
(1) |
Mr.
Lewis served as Chairman of the Board of Directors until August
15, 2007,
when he resigned his position.
|
(2) |
Mr.
Halnen served as President and Chief Executive Officer until June
20,
2007, when he was terminated without cause and received a severance
payment of $300,000 which is being paid in equal installments over
12
months. Mr. Halnen also received a one-time payment of $26,750
during 2006
relating to previous salary reductions that were accrued
for.
|
(3) |
Mr.
Crowell served as Chairman of the Board of Directors until April
21, 2006,
when he resigned his position and received a severance payment
of
$72,000.
|
(4) |
The
fair value of each stock award was estimated on the grant date
using the
Black-Scholes option-pricing model. See Note 2 to the consolidated
financial statements for a description of the assumptions used
in
estimating the fair value of stock
options.
|
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Name
|
Number
of
securities
underlying
unexercised
options
(#)exercisable
|
|
Number
of
securities
underlying
unexercised
options
(#)
unexercisable
|
|
Equity
incentive plan awards:
Number
of
securities underlying unexercised unearned options (#)
|
|
Option
Exercise price
|
|
Option
expiration
date
|
|
Number
of
shares or units
of
stock
that
have
not
Vested (#)
|
|
Market
value
of
shares
or
units of
stock
that
have
not
vested ($)
|
|
Equity
incentive
plan
awards:
number
of unearned
shares,
units or
other
rights
that
have
not
vested(#)
|
|
Equity
incentive
plan
awards:
market
or
payout
value
of unearned
shares,units
or
other
rights
that
have
not
Vested($)
|
|||||||||||
Sean
P.
Lewis
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||
John
E.
Halnen(1)
|
17,000
21,250
22,500
35,600
4,112
400,000
100,000
150,000
100,000
39,500
12,250
3,500
55,400
110,500
24,999
22,750
75,000
100,000
100,000
150,000
150,000
100,000
105,000
120,888
|
|
400,000
800,000
|
0
|
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
|
4.8125
1.6875
1.8438
1.6407
0.1150
0.2700
0.0950
0.0900
0.2150
0.2700
0.2150
3.8125
4.6407
1.8438
1.6407
3.8125
4.1563
4.6407
1.1719
1.6800
0.8500
0.4450
0.4450
0.4450
0.2000
0.2700
|
5/15/2008
10/30/2008
12/15/2008
2/16/2009
8/03/2016
5/21/2013
11/7/2014
1/12/2016
1/27/2014
5/21/2013
1/27/2014
8/31/2009
4/17/2010
12/15/2008
2/16/2009
8/31/2009
11/1/2009
4/17/2010
12/21/2010
6/25/2011
9/7/2011
4/12/2012
4/12/2012
4/12/2012
7/26/2012
5/21/2013
|
0
|
0
|
0
|
0
|
|||||||||||||||||
William
Lock(2)
|
0
|
700,000
|
0
|
$
|
0.1150
|
8/30/2016
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Robert
Crowell
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(1)
|
On
January 12, 2006, Mr. Halnen, the former Chief Executive Officer,
who was
terminated without cause on June 20, 2007, was granted an option
to
acquire 800,000 shares of the common stock at a price of $0.09
per share,
which became exercisable with respect to 400,000 shares on the
first
anniversary of the date of grant and the remaining portion vesting
on the
second anniversary of the date of grant. On August 30, 2006 Mr.
Halnen was
granted an option to acquire 400,000 shares of the common stock
at a price
of $0
.1150
per share, which becomes exercisable with respect to 200,000 shares
on the
first anniversary of the date of grant and the remaining portion
vests on
the second anniversary of the date of
grant.
|
(2)
|
On
August 30, 2006, Mr. Lock was granted an option to acquire 700,000
shares
of our common stock at a price of $0.1150 per share, which becomes
exercisable with respect to 350,000 shares on the first anniversary
of the
date of grant and the remaining portion vests on the second anniversary
of
the date of grant.
|
Name
|
Fees
Earned
or Paid in Cash($)
|
Option
Awards($)
(3)
|
Total($)
(4)
|
|||||||
Gregory
D. King
|
0
|
0
|
0
|
|||||||
Justin
Dignam (1)
|
0
|
$
|
32,955
|
$
|
32,955
|
|||||
Elliott
Bance (2)
|
0
|
$
|
32,955
|
$
|
32,955
|
|||||
William
W. Smith
|
0
|
0
|
0
|
|||||||
John
Ortiz
|
0
|
0
|
0
|
|||||||
Richard
Harries, Jr.
|
0
|
0
|
0
|
(1)
|
Mr.
Dignam was granted an option to acquire 325,000 shares at $0.115
per
share, of which 162,500 shares become exercisable on August 30,
2007 and
the remaining 162,500 shares become exercisable on August 30, 2008.
Mr.
Dignam has no other outstanding options as at December 20,
2007.
|
(2)
|
Mr.
Bance was granted an option to acquire 325,000 shares at $0.115
per share,
of which 162,500 shares become exercisable on August 30, 2007 and
the
remaining 162,500 shares become exercisable on August 30, 2008.
Mr. Bance
has no other outstanding options as at December 20,
2007.
|
(3)
|
The
fair value of each stock award was estimated on the grant date
using the
Black-Scholes option-pricing model. See Note 2 to the consolidated
financial statements for a description of the assumptions used
in
estimating the fair value of stock
options
|
(4)
|
The
aggregate number of option awards outstanding as at December 31,
2006 for
Mr. Dignam totaled 325,000 shares, and for Mr. Bance totaled 325,000
shares.
|
Number
of
Shares
Beneficially
|
|
Percentage
|
|
||||
Name
and Title of Beneficial Owner (2)
|
|
Owned
(1)
|
|
Common
Stock (1)
|
|||
Gregory
D. King (3)
|
876,750
|
*
|
|||||
Justin
Dignam
|
162,500
|
*
|
|||||
Elliott
Bance
|
162,500
|
*
|
|||||
William
Lock
|
350,000
|
*
|
|||||
David
Elliott
|
0
|
-
|
|||||
Sean
Lewis (4)
|
26,666,666
|
6
|
%
|
||||
All
Directors And Executive Officers as a Group (5)
|
28,128,416
|
6
|
%
|
||||
Smith
& Williamson Investment Management Limited and Smith & Williamson
Nominees Limited (6)
|
406,897,781
|
74
|
%
|
*
|
Less
than 1%.
|
(1)
|
In
accordance with Securities and Exchange Commission rules, each beneficial
owner’s holdings have been calculated assuming full exercise of all
outstanding options and warrants to acquire Common Stock, regardless
of
the option price, which are exercisable by such owner within 60 days
after
December 20, 2007, while assuming no exercise of outstanding options
and
warrants covering Common Stock held by any other
person.
|
(2)
|
For
purposes hereof, the address of Directors and Executive Officers
is the
same as that of our headquarters: 10 Oceana Way, Norwood, Massachusetts
02062.
|
(3) |
Mr.
King was appointed as a Director on April 21, 2006. Mr. King’s Common
Stock ownership is comprised of 33,750 shares owned following exercising
share options under the 1996 and 1997 share option plans and 843,000
shares which he has the right to acquire through the exercise of
stock
options.
|
(4) |
During
2006, Sean Lewis, Chairman until August 15, 2007 acquired common
stock
ownership of 26,666,666 shares, which is comprised of 13,333,333
shares
held in the name of Smith & Williamson Nominees Limited for his
benefit and 13,333,333 shares held in the name of Smith & Williamson
Nominees Limited for the benefit of his wife. In both cases, Smith
&
Williamson Nominees Limited has a revocable right to vote and dispose
of
these shares - See Item 12 Certain Relationships and Related
Transactions.
|
(5) |
Includes
1,551,750 shares of Common Stock which the Directors and Executive
Officers have the right to acquire within 60 days of December 20,
2007,
through the exercise of stock
options.
|
(6)
|
Smith
& Williamson Investment Management Limited and Smith & Williamson
Nominees Limited filed a Schedule 13D on March 6, 2006, which was
amended
on April 5, 2006. The Common Stock ownership presented above is based
on
such Schedule 13Ds and our records, and includes 7,420,991 shares
related
to the conversion of Company
debentures.
|
2006
|
|
2005
|
|||||
Audit
fees
|
$
|
77,000
|
$
|
82,000
|
|||
Audit
related fees
|
11,500
|
11,000
|
|||||
Tax
services fees
|
5,500
|
6,000
|
|||||
All
other Fees
|
900
|
2,000
|
|||||
Total
fees
|
$
|
94,900
|
$
|
101,000
|
Elcom
International, Inc.
(Registrant)
|
||
|
|
|
Date: December 20, 2007 | By: | /s/ David Elliott |
David Elliott
Executive
Vice President of Finance
Principal
Financial and Accounting Officer
|
||
Signatures
|
Title
|
Date
|
||
/s/
William Lock
|
Chairman
of the
|
December
20, 2007
|
||
William
Lock
|
Board
of Directors
|
|||
/s/
Gregory King
|
Chief
Executive
|
December
20, 2007
|
||
Gregory
King
|
Officer
and Director (Principal Executive Officer)
|
|||
/s/
David Elliott
|
Executive
Vice President
|
December
20, 2007
|
||
David
Elliott
|
of
Finance (Principal Financial
and Accounting Officer) and Director
|
|||
/s/
Elliott Bance
|
Director
|
December
20, 2007
|
||
Elliott
Bance
|
||||
/s/
Justin Dignam
|
Director
|
December
20, 2007
|
||
Justin
Dignam
|
Page
|
||||
Reports
of Independent Registered Public Accounting Firms
|
F-2
to F-3
|
|||
Consolidated
Balance Sheets as of December 31, 2006 and 2005
|
F-4
|
|||
Consolidated
Statements of Operations and Other Comprehensive Income (Loss)for
the
years ended December 31, 2006 and 2005
|
F-5
|
|||
Consolidated
Statements of Stockholders’ Equity (Deficit) for the years ended December
31, 2006 and 2005
|
F-6
|
|||
Consolidated
Statements of Cash Flows for the years ended December 31, 2006
and
2005
|
F-7
|
|||
Notes
to Consolidated Financial Statements
|
F-8
to F-23
|
December
31,
|
|||||||
2006
|
|
2005
|
|||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
1,086
|
$
|
6,399
|
|||
Accounts
receivable:
|
|||||||
Trade
|
702
|
548
|
|||||
Less-allowance
for doubtful accounts
|
(10
|
)
|
(45
|
)
|
|||
Accounts
receivable, net
|
692
|
503
|
|||||
Prepaids
and other current assets
|
218
|
119
|
|||||
Total
current assets
|
1,996
|
7,021
|
|||||
PROPERTY,
EQUIPMENT AND SOFTWARE, AT COST:
|
|||||||
Computer
hardware and software
|
21,316
|
20,675
|
|||||
Furniture,
equipment and leasehold improvements
|
3,088
|
3,088
|
|||||
24,404
|
23,763
|
||||||
Less
accumulated depreciation and amortization
|
(23,445
|
)
|
(23,020
|
)
|
|||
959
|
743
|
||||||
OTHER
ASSETS
|
14
|
10
|
|||||
$
|
2,969
|
$
|
7,774
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Current
portion of capital lease obligation
|
$
|
114
|
$
|
27
|
|||
Related
party convertible loan payable
|
—
|
120
|
|||||
Convertible
loans payable
|
—
|
1,179
|
|||||
Accounts
payable
|
647
|
547
|
|||||
Deferred
revenue
|
942
|
545
|
|||||
Related
party accrued salary, bonuses and interest
|
1,066
|
1,163
|
|||||
Accrued
expenses and other current liabilities
|
1,043
|
2,483
|
|||||
Current
liabilities of discontinued operations
|
42
|
62
|
|||||
Total
current liabilities
|
3,854
|
6,126
|
|||||
CAPITAL
LEASE OBLIGATION, NET OF CURRENT PORTION
|
164
|
—
|
|||||
OTHER
LONG TERM LIABILITY
|
288
|
423
|
|||||
Total
liabilities
|
4,306
|
6,549
|
|||||
COMMITMENTS
AND CONTINGENCIES (Note 7)
|
|||||||
STOCKHOLDERS'
(DEFICIT) EQUITY
|
|||||||
Preferred
stock, $.01 par value; Authorized — 10,000,000 shares — Issued and
outstanding
|
—
|
—
|
|||||
Common
stock, $.01 par value; Authorized - 700,000,000 shares Issued
-
478,947,441 and 399,152,859 shares at December 31, 2006 and
2005,
respectively
|
4,789
|
3,992
|
|||||
Additional
paid-in capital
|
128,455
|
125,263
|
|||||
Accumulated
deficit
|
(129,315
|
)
|
(122,483
|
)
|
|||
Treasury
stock, at cost — 530,709 shares
|
(4,712
|
)
|
(4,712
|
)
|
|||
Accumulated
other comprehensive loss
|
(554
|
)
|
(835
|
)
|
|||
Total
stockholders' (deficit) equity
|
(1,337
|
)
|
1,225
|
||||
$
|
2,969
|
$
|
7,774
|
For
the years ended
December
31,
|
|||||||
2006
|
|
2005
|
|||||
Revenues:
|
|||||||
License,
hosting services and other fees
|
$
|
2,710
|
$
|
2,081
|
|||
Professional
services
|
508
|
633
|
|||||
3,218
|
2,714
|
||||||
Cost
of revenues
|
672
|
718
|
|||||
Gross
profit
|
2,546
|
1,996
|
|||||
Operating
Expenses:
|
|||||||
Selling,
general and administrative
|
8,156
|
5,413
|
|||||
Research
and development
|
1,231
|
825
|
|||||
Total
operating expenses
|
9,387
|
6,238
|
|||||
Operating
loss
|
(6,841
|
)
|
(4,242
|
)
|
|||
Interest
expense
|
(69
|
)
|
(1,605
|
)
|
|||
Interest
and other income, net
|
78
|
7
|
|||||
Loss
before income taxes
|
(6,832
|
)
|
(5,840
|
)
|
|||
Income
taxes
|
—
|
—
|
|||||
Net
loss
|
(6,832
|
)
|
(5,840
|
)
|
|||
Comprehensive
income (loss), net of tax
|
281
|
(29
|
)
|
||||
Comprehensive
loss
|
$
|
(6,551
|
)
|
$
|
(5,869
|
)
|
|
Basic
and diluted net loss per share
|
$
|
(0.01
|
)
|
$
|
(0.08
|
)
|
|
Weighted
average number of basic and diluted shares outstanding
|
416,209
|
72,173
|
|
|
Common
Stock
|
|
Additional
|
|
|
Treasury |
Accumulated
Other
|
Total
Stockholders’
|
|||||||||||||
Number
of Shares
|
|
$.01
Par Value
|
|
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Stock,
At Cost
|
|
Comprehensive
Income (Loss)
|
|
Equity
(Deficit)
|
||||||||||
BALANCE,
JANUARY 1, 2005
|
61,812,569
|
$
|
618
|
$
|
118,703
|
$
|
(116,643
|
)
|
$
|
(4,712
|
)
|
$
|
(806
|
)
|
$
|
(2,840
|
)
|
|||||
Sale
of common stock, net of offering costs
|
278,018,333
|
2,780
|
4,375
|
7,155
|
||||||||||||||||||
Common
stock issued upon conversion of loans payable and related accrued
interest
|
25,156,998
|
252
|
422
|
—
|
—
|
—
|
674
|
|||||||||||||||
Stock
option granted to non-employee
|
—
|
—
|
1
|
—
|
—
|
—
|
1
|
|||||||||||||||
Additional
beneficial conversion feature of convertible debentures due
to reduction
in per share conversion price
|
—
|
—
|
517
|
—
|
—
|
—
|
517
|
|||||||||||||||
Common
stock issued upon conversion of convertible debentures and
related accrued
interest
|
34,164,959
|
342
|
1,245
|
—
|
—
|
—
|
1,587
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
(5,840
|
)
|
—
|
—
|
(5,840
|
)
|
|||||||||||||
Cumulative
translation adjustment
|
—
|
—
|
—
|
—
|
—
|
(29
|
)
|
(29
|
)
|
|||||||||||||
BALANCE,
DECEMBER 31, 2005
|
399,152,859
|
3,992
|
125,263
|
(122,483
|
)
|
(4,712
|
)
|
(835
|
)
|
1,225
|
||||||||||||
Common
stock issued for deferred rent
|
3,458,293
|
34
|
216
|
—
|
—
|
—
|
250
|
|||||||||||||||
Stock
based compensation
|
—
|
—
|
666
|
—
|
—
|
—
|
666
|
|||||||||||||||
Sale
of common stock
|
76,336,289
|
763
|
1,730
|
—
|
—
|
—
|
2,493
|
|||||||||||||||
Reversal
of cost of capital (Note 4)
|
—
|
—
|
580
|
—
|
—
|
—
|
580
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
(6,832
|
)
|
—
|
—
|
(6,832
|
)
|
|||||||||||||
Cumulative
translation adjustment
|
—
|
—
|
—
|
—
|
—
|
281
|
281
|
|||||||||||||||
BALANCE,
DECEMBER 31, 2006
|
478,947,441
|
$
|
4,789
|
$
|
128,455
|
$
|
(129,315
|
)
|
$
|
(4,712
|
)
|
$
|
(554
|
)
|
$
|
(1,337
|
)
|
For
the years ended
December
31,
|
|||||||
|
2006
|
2005
|
|||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
loss from continuing operations
|
$
|
(6,832
|
)
|
$
|
(5,840
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation
and amortization of property, equipment and software
|
399
|
333
|
|||||
Amortization
of convertible debenture beneficial conversion feature
|
—
|
1,419
|
|||||
Non-cash
interest expense
|
—
|
145
|
|||||
Stock-based
compensation
|
666
|
1
|
|||||
Deferred
rent expense
|
—
|
312
|
|||||
Provisions
for (reversal of) allowance for doubtful accounts
|
(35
|
)
|
2
|
||||
Changes
in current assets and liabilities
|
|||||||
Accounts
receivable
|
(154
|
)
|
(198
|
)
|
|||
Prepaids
and other current assets
|
(103
|
)
|
(66
|
)
|
|||
Accounts
payable
|
100
|
79
|
|||||
Deferred
revenue
|
398
|
35
|
|||||
Accrued
expenses and other current liabilities
|
(706
|
)
|
1,113
|
||||
Net
cash used in continuing operations
|
(6,267
|
)
|
(2,665
|
)
|
|||
Net
cash used in discontinued operations
|
(20
|
)
|
(241
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchase
of property, equipment and software
|
(301
|
)
|
(57
|
)
|
|||
Net
cash used in investing activities
|
(301
|
)
|
(57
|
)
|
|||
Net
cash provided by investing activities of discontinued
operations
|
—
|
48
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Repayment
of capital lease obligations
|
(65
|
)
|
(30
|
)
|
|||
Proceeds
from loans payable
|
—
|
2,269
|
|||||
Repayment
of related party notes
|
(120
|
)
|
0
|
||||
Repayment
of convertible loans
|
(1,179
|
)
|
(318
|
)
|
|||
Decrease
in other long term liability
|
(135
|
)
|
(123
|
)
|
|||
Proceeds
from issuance of common stock, net
|
2,493
|
7,155
|
|||||
Net
cash provided by financing activities
|
994
|
8,953
|
|||||
FOREIGN
EXCHANGE EFFECT ON CASH
|
281
|
(29
|
)
|
||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(5,313
|
)
|
6,009
|
||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
6,399
|
390
|
|||||
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
1,086
|
$
|
6,399
|
|||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|||||||
Interest
paid
|
$
|
68
|
$
|
26
|
|||
Income
taxes paid
|
$
|
—
|
$
|
—
|
|||
SUPPLEMENTAL
DISCLOSURE OF NONCASH
|
|||||||
INVESTING
AND FINANCING ACTIVITIES:
|
|||||||
Discount
on convertible debentures and accrued interest related to reduction
in per
share conversion price
|
$
|
—
|
$
|
517
|
|||
Conversion
of convertible debentures and accrued interest to equity
|
$
|
—
|
$
|
1,587
|
|||
Conversion
of loans payable and accrued interest to equity
|
$
|
—
|
$
|
674
|
|||
Issuance
of common stock in satisfaction of deferred rent
|
$
|
250
|
$
|
—
|
|||
Cost
of capital reduction
|
$
|
580
|
$
|
—
|
Cost
of revenues
|
$
|
65,000
|
||
Selling,
general and administrative
|
462,000
|
|||
Research
and development
|
139,000
|
|||
$
|
666,000
|
2005
|
||||
(in
thousands, except per share data)
|
||||
Net
loss:
|
||||
As
reported
|
$
|
(5,840
|
)
|
|
Plus
- stock-based compensation under APB Opinion No. 25
|
1
|
|||
Less
- stock-based compensation under SFAS 123
|
(317
|
)
|
||
Pro
forma
|
$
|
(6,156
|
)
|
|
Net
loss per share:
|
||||
As
reported - basic and diluted
|
$
|
(0.08
|
)
|
|
Pro
forma - basic and diluted
|
$
|
(0.09
|
)
|
2006
|
2005
|
|||
Volatility
range
|
154.35
to 161.4%
|
163.1%
|
||
Risk-free
interest rate range
|
4.59
to 4.82%
|
4.33%
|
||
Expected
life of options
|
5.75
to 6 years
|
5
years
|
||
Expected
dividend yield
|
0%
|
0%
|
Number
Of Shares
|
|
Option
Price Per Share
|
|
Weighted
Average Exercise Price
|
||||||
Outstanding,
January 1, 2005
|
17,094,502
|
$
|
0.08
- 22.50
|
$
|
1.24
|
|||||
Granted
|
100,000
|
0.08
|
0.08
|
|||||||
Terminated
|
(1,691,165
|
)
|
0.08
- 22.50
|
2.05
|
||||||
Exercised
|
—
|
—
|
—
|
|||||||
Outstanding,
December 31, 2005
|
15,503,337
|
$
|
0.08
- 22.50
|
1.14
|
||||||
Granted
|
23,055,000
|
0.09
- 0.12
|
0.10
|
|||||||
Terminated
|
(7,623,624
|
)
|
0.08
- 8.00
|
1.25
|
||||||
Exercised
|
—
|
—
|
—
|
|||||||
Outstanding,
December 31, 2006
|
30,934,713
|
$
|
0.08
- 22.50
|
$
|
0.34
|
|||||
Exercisable,
December 31, 2005
|
11,739,586
|
$
|
0.08
- 22.50
|
$
|
1.46
|
|||||
Exercisable,
December 31, 2006
|
8,188,464
|
$
|
0.08
- 22.50
|
$
|
0.99
|
Options
Outstanding
|
|
Options
Exercisable
|
|
|||||||||||||
Range
of Exercise Prices
|
|
Number
Outstanding
|
|
Weighted
Average Remaining Contractual Life
|
|
Weighted
Average Exercise Price
|
|
Number
Exercisable
|
|
Weighted
Average Exercise Price
|
|
|||||
$0.08
- 0.10
|
15,090,000
|
8.75
|
$
|
0.09
|
1,820,000
|
$
|
0.08
|
|||||||||
0.12 - 0.14
|
9,617,500
|
9.21
|
0.12
|
618,750
|
0.14
|
|||||||||||
0.16 - 0.20
|
2,025,000
|
6.77
|
0.20
|
1,633,251
|
0.20
|
|||||||||||
0.22 - 0.45
|
1,940,500
|
5.89
|
0.36
|
1,854,750
|
0.37
|
|||||||||||
0.60 - 0.85
|
274,000
|
4.77
|
0.82
|
274,000
|
0.82
|
|||||||||||
1.17 - 1.69
|
860,913
|
3.69
|
1.48
|
860,913
|
1.48
|
|||||||||||
1.77 - 3.81
|
403,313
|
2.75
|
3.61
|
403,313
|
3.61
|
|||||||||||
4.06 - 4.81
|
395,249
|
3.04
|
4.47
|
395,249
|
4.47
|
|||||||||||
5.03 - 6.03
|
286,238
|
2.23
|
5.47
|
286,238
|
5.47
|
|||||||||||
12.63 - 22.50
|
42,000
|
3.00
|
13.80
|
42,000
|
13.80
|
|||||||||||
30,934,713
|
8,188,464
|
|||||||||||||||
|
Year
Ended
December
31,
|
||||||
|
2006
|
2005
|
|||||
Stock
options
|
30,934,713
|
15,503,337
|
|||||
Warrants
|
300,000
|
450,000
|
December
31,
|
|
||||||
|
|
2006
|
|
2005
|
|||
Salary,
wages and benefits
|
$
|
448
|
$
|
654
|
|||
Taxes,
including U.K. Value Added Tax
|
113
|
123
|
|||||
Financial
consulting
|
-
|
580
|
|||||
Legal
and audit fees
|
137
|
216
|
|||||
Deferred
rent
|
-
|
603
|
|||||
Interest
|
53
|
60
|
|||||
Other
accruals
|
293
|
247
|
|||||
$
|
1,043
|
$
|
2,483
|
(d)
|
Issuances
of Common Stock Under Regulation
D
|
Twelve
Months Ended
December
31,
|
|||||||
|
2006
|
2005
|
|||||
Warrants
|
300,000
|
450,000
|
Year
Ending December 31 (in thousands)
|
Capital
Lease
|
|
Operating
Lease
|
||||
2007
|
$
|
136
|
$
|
284
|
|||
2008
|
134
|
—
|
|||||
2009
|
41
|
—
|
|||||
Total
minimum lease payments
|
311
|
$
|
284
|
||||
Less
amounts representing interest
|
(33
|
)
|
|||||
Present
value of minimum lease payments
|
278
|
||||||
Current
portion
|
114
|
||||||
Long
term portion
|
$
|
164
|
For
Years ended December 31,
|
|
||||||
|
|
2006
|
|
2005
|
|||
Net
revenues
|
|||||||
U.S.
|
$
|
824
|
$
|
718
|
|||
U.K.
|
2,394
|
1,987
|
|||||
Net
revenues
|
$
|
3,218
|
$
|
2,705
|
|||
Gross
profit
|
|||||||
U.S.
|
$
|
459
|
$
|
505
|
|||
U.K.
|
2,087
|
1,491
|
|||||
Gross
profit
|
$
|
2,546
|
$
|
1,996
|
2006
|
|
2005
|
|||||
Identifiable
assets from continuing operations
|
|||||||
U.S.
|
$
|
1,352
|
$
|
4,522
|
|||
U.K
|
1,617
|
3,252
|
|||||
2,969
|
7,774
|
||||||
Identifiable
assets from discontinued operations
|
-
|
-
|
|||||
$
|
2,806
|
$
|
7,774
|
2006
|
|
2005
|
|||||
U.S.
|
$
|
(3,235
|
)
|
$
|
(3,348
|
)
|
|
Foreign
|
(3,597
|
)
|
(2,492
|
)
|
|||
$
|
(6,832
|
)
|
$
|
(5,840
|
)
|
2006
|
|
2005
|
|||||
Statutory
tax rate
|
34.0
|
%
|
34.0
|
%
|
|||
Non
deductible debenture costs and other
|
(291.9
|
)
|
8.3
|
||||
Valuation
reserve provided against utilization of net operating loss
carryforwards
|
257.9
|
(42.3
|
)
|
||||
|
—
|
—
|
2006
|
|
2005
|
|||||
Deferred
tax assets:
|
|||||||
Nondeductible
reserves
|
$
|
29
|
$
|
294
|
|||
Accrued
expenses
|
539
|
865
|
|||||
Depreciation
|
2,643
|
6,414
|
|||||
Foreign
net operating loss carryforwards
|
3,369
|
6,946
|
|||||
FAS
123 R
|
268
|
0
|
|||||
Net
federal and state operating loss carryforwards
|
43,407
|
52,206
|
|||||
50,255
|
66,725
|
||||||
Valuation
allowance
|
(50,255
|
)
|
(64,193
|
)
|
|||
Net
deferred tax assets
|
—
|
2,532
|
|||||
Deferred
tax liabilities:
|
|||||||
Other
intangible assets
|
—
|
(2,532
|
)
|
||||
|
—
|
(2,532
|
)
|
||||
Net
deferred taxes
|
$
|
—
|
$
|
—
|
Exhibit
No.
|
Description
of Document
|
|||
2.1
|
Agreement
for the sale and purchase of shares in the capital of Prophet
Group
Limited dated December 6, 1996, by and among Lantec (Management)
Limited
(a subsidiary of the Registrant) and the Vendors (as defined
therein).
|
(2)
|
||
2.2
|
Agreement
for the sale and purchase of shares in the capital of Data
Supplies
Limited dated February 21, 1997, by and among Elcom Group
Limited (a
subsidiary of the Registrant), the Vendor (as defined therein)
and Mr.
Savage.
|
(3)
|
||
2.3
|
Offer
for the Sale of Business and Certain Assets of Elcom Holdings
Limited and
Elcom Information Technology Limited.
|
(21)
|
||
2.4.1
|
Domain
Name Transfer Documents.
|
(21)
|
||
2.4.2
|
Lloyds
TSB Novation Agreement.
|
(21)
|
||
2.4.3
|
Property
Document.
|
(21)
|
||
2.4.4
|
Elcom
Logo License.
|
(21)
|
||
2.4.5
|
Starbuyer
Trademark License.
|
(21)
|
||
2.5
|
Asset
Purchase and Sale Agreement dated March 25, 2002 by and among
Elcom
Services Group, Inc., elcom, inc. and Elcom International,
Inc. and ePlus
Technology, Inc.
|
(25)
|
||
2.6.1
|
Amendment
to Asset Purchase Agreement.
|
(25)
|
||
2.6.2
|
Managed
Services Agreement, dated March 29, 2002 by and among Elcom
Services
Group, Inc., elcom, inc. and Elcom International, Inc. and
ePlus
Technology, Inc.
|
(25)
|
||
2.6.3
|
Registration
Rights Agreement dated March 29, 2002 by and between Registrant
and Elcom
International, Inc. and ePlus Technology, Inc.
|
(25)
|
||
3.3
|
Second
Restated Certificate of Incorporation of the Registrant,
as
amended.
|
(4)(29)
(30)
|
||
3.4
|
By-Laws
of the Registrant, amended as of November 6, 1995, and December
21,
2005.
|
(1)(31)
|
||
4.1
|
Form
of 8% Convertible Promissory Note.
|
(28)
|
||
4.2
|
Form
of 8% Replacement Convertible Promissory Note.
|
(31)
|
||
4.3
|
Form
of 8% Convertible Promissory Note.
|
(31)
|
||
4.4
|
Specimen
certificate of the Registrant’s Common Stock.
|
(1)
|
||
4.5
|
Form
of 8% Series A Cumulative Convertible Preferred (“Series A”) Stock
Purchase Agreement, with attached list of purchasers and
number of shares
purchased, as of December 10, 1993.
|
(1)
|
||
4.6
|
Form
of Series B Preferred Stock Purchase Agreement for Closings
held on April
15, June 21 and August 11, 1994, with attached list of purchasers
and
number of shares purchased.
|
(1)
|
||
4.7
|
Form
of Series B Preferred Stock Purchase Agreement for Closings
held on
December 30, 1994 and February 6, 1995, with attached list
of purchasers
and number of shares purchased.
|
(1)
|
||
4.8
|
Form
of Series C Preferred Stock Purchase Agreement for Closings
held on June
22 and June 30, 1995, with attached list of purchasers and
number of
shares purchased.
|
(1)
|
||
4.9
|
Securities
Agreement, dated September 1, 1993, as amended February 1,
1994, by and
among the Registrant, Robert J. Crowell, and 19 other listed
purchasers,
as of June 2, 1995, and list of other assignees of certain
registration
rights thereunder.
|
(1)(11)
|
Exhibit
No.
|
Description
of Document
|
4.10
|
Securities
Agreement, dated October 28, 1994, by and among the former
stockholders of
CSI and the Registrant.
|
(1)
|
||
4.11
|
Computerware
Stockholders’ Agreement, dated February 6, 1995, by and among the
Registrant, Robert J. Crowell and the former shareholders
of
Computerware.
|
(1)
|
||
4.12
|
Amended
and Restated Lantec Stockholders’ Agreement, dated April 6, 1996, by and
among the Registrant, Robert J. Crowell and the former shareholders
of
Lantec and Renouncement of related Board Observer Right effective
December
16, 1999.
|
(5)(16)
|
||
4.13
|
Form
of Lantec Warrant Agreement, dated January 7, 2000, with
attached Second
Amended List of Holders of Warrants to Purchase Common Shares
of the
Registrant.
|
(16)
|
||
4.14
|
AMA
Securities Agreement, dated February 29, 1996, by and among
the Registrant
and the former stockholders of AMA (UK) Limited.
|
(7)
|
||
4.15
|
Final
Agreement of Settlement and Mutual Release of All Claims
and Demands,
dated March 26, 1997, by and among the Registrant and certain
of its
subsidiaries, and the Former Shareholders of Computerware
Business
Trust.
|
(10)
|
||
4.16
|
Warrant
by and between Registrant and ePlus Technology, Inc., dated
March 29,
2002.
|
(25)
|
||
4.17
|
Form
of Amended 10% Convertible Senior Debenture due April 23,
2013.
|
(34)
|
||
4.18
|
Warrant
Agreement, dated December 3, 2001, by and between Elcom and
Cripple Creek
Securities, LLC.
|
(24)
|
||
10.1
|
Form
of Indemnity Agreement for Executive Officers and/or Directors
of the
Registrant, with attached list of Director and/or Executive
Officer
Indemnitees.
|
(1)(13)
(*)
|
||
10.2
|
Stock
Option Plan of the Registrant dated February 23, 1993, as
amended June 3,
1994 and November 6, 1995.
|
(1)(*)
|
||
10.3
|
1995
(Computerware) Stock Option Plan of the Registrant, dated
February 6,
1995, as amended by Amendment No. 1 dated August 19, 1996.
|
(1)(7)
(*)
|
||
10.4
|
Lease
Agreement for the Registrant’s Headquarters, dated July 5, 1993, by and
between Oceana Way Associates and the Registrant, and Agreement
of
Amendment thereto, dated October 20, 1997, December 31, 2000
and February
24, 2006.
|
(1)(11)
(19)(33)
|
||
10.5
|
Lease
Agreements for Lantec Headquarters, among Allied Dunbar Assurance
PLC to
Businessland (UK) Limited and Businessland Inc., dated November
23, 1988,
with Licenses to Assign to Lantec Information Services Ltd.,
and
Supplemental Deed dated November 4, 1993.
|
(1)
|
||
10.6
|
Structured
Equity Line Flexible Financing Agreement, dated December
30, 1999, between
the Registrant and Cripple Creek Securities, LLC, Amended
and Restated
Structured Equity Line Flexible Financing Agreement, dated
April 7, 2000,
Amendment No. 1, and Amendment No. 2.
|
(15)(17)
|
||
10.7
|
Registration
Rights Agreement, dated December 30, 1999, between the Registrant
and
Cripple Creek Securities, LLC., and Amended and Restated
Registration
Rights Agreement, dated April 7, 2000.
|
(16)(15)
|
||
10.8
|
Form
of Warrant and Minimum Commitment Warrant of the Registrant
issuable to
Cripple Creek Securities, LLC.
|
(15)
|
||
10.9
|
1995
Non-Employee Director Stock Option Plan of the Registrant,
dated October
9, 1995, and Amendment No. 1 thereto.
|
(1)(8)
(*)
|
||
10.10
|
The
1996 Stock Option Plan of Elcom International, Inc.
|
(6)(*)
|
Exhibit
No.
|
Description
of Document
|
10.11
|
The
1997 Stock Option Plan of Elcom International, Inc., and
Amendments One
and Two thereto.
|
(11)(12)
(*)
|
||
10.12
|
The
2000 Stock Option Plan of the Registrant.
|
(18)
(*)
|
||
10.13
|
The
2001 Stock Option Plan of the Registrant, as amended and
restated.
|
(20)
(*)
|
||
10.14
|
The
2002 Stock Option Plan of the Registrant.
|
(22)
(*)
|
||
10.15
|
The
2004 Stock Option Plan of the Registrant.
|
(29)
(*)
|
||
10.16
|
The
2005 Stock Option Plan of the Registrant.
|
(30)
(*)
|
||
10.17
|
Elcom
International, Inc. Executive Profit Performance Bonus Plan
for Executive
Officers dated September 4, 1997.
|
(9)(*)
|
||
10.18
|
Elcom
International, Inc. Key Personnel Profit Performance Bonus
Plan dated,
September 4, 1997.
|
(9)(*)
|
||
10.19
|
Employment
Agreement dated December 21, 2005, between Elcom International,
Inc. and
Robert J. Crowell.
|
(31)(*)
|
||
10.20
|
Employment
Agreement dated December 21, 2005, between Elcom International,
Inc. and
John E. Halnen.
|
(31)(*)
|
||
10.21
|
Form
of Registration Agreement, dated April 23, 2003, among Elcom
International, Inc. and the Investors party thereto.
|
(26)
|
||
10.22
|
Form
of Collateral Agency and Security Agreement, dated April
23, 2003, among
Elcom International, Inc. and the Investors party thereto.
|
(26)
|
||
10.23
|
Form
of Investment Agreement between Elcom, Smith & Williamson Corporate
Finance Limited, several investors and the Directors of Elcom
named
therein.
|
(27)
|
||
10.24
|
Accrued
Salary Payment Agreement dated December 21, 2005 by and between
Elcom
International, Inc. and Robert J. Crowell.
|
(31)(*)
|
||
10.25
|
Amended
and restated Collateral Agency and Security Agreement, dated
as of August
9, 2005, among Elcom, William W. Smith, as Collateral Agent
and the
secured parties.
|
(28)
|
||
10.26
|
Form
of Subscription Agreement, dated November 30, 2005, as amended,
and
accepted by the Registrant on December 20, 2005, by and between
the
Registrant and members of the Investor Group.
|
(31)
|
||
10.27
|
Sub-Framework
Agreement, dated August 12, 2005, between PA Shared Services
Limited and
Elcom Systems Limited.
|
(32)
|
||
10.28
|
Revenue
Share Agreement, dated August 12, 2005, between Elcom Systems
Limited,
IMPAQ Business Solutions Limited, PA Consulting Services
Limited, @UK plc
and PA Shared Services Limited.
|
(32)
|
||
10.29
|
Parent
Company Guarantee, dated August 12, 2005, by Elcom International,
Inc. and
elcom, inc., in favor of PA Shares Services Limited.
|
(32)
|
||
10.30
|
Agreement,
dated as of March 23, 2006, by and among Elcom International,
Inc., Smith
& Williamson Investment Management Limited and Smith & Williamson
Nominees Limited, and the directors named therein.
|
(35)
|
||
10.31
|
Form
of Indemnity Agreement for Executive Officers and/or Directors
of the
Registrant executed by and between Elcom International, Inc.
and Sean
Lewis, dated March 30, 2006.
|
(36)
|
||
10.32
|
Release
Agreement, dated April 21, 2006, by and between Elcom International,
Inc. and Robert J. Crowell.
|
(37)
|
Exhibit
No.
|
Description
of Document
|
10.33
|
Form
of Indemnification Agreement for Internal Revenue Code Section 409A,
one executed by and between Elcom International, Inc. and
John E. Halnen
and one executed by and between Elcom International, Inc.
and Robert J.
Crowell.
|
(37)
|
||
10.34
|
Consulting
Agreement, dated as of July 21, 2006, by and between Elcom
International,
Inc. and Laurence F. Mulhern.
|
(38)
|
||
10.35
|
First
Amendment to Employment Agreement, dated as of August 1, 2006, by and
between Elcom International, Inc. and John E. Halnen.
|
(39)
|
||
10.36
|
Form
of Subscription Agreement dated October 18, 2006 by and among
the
Registrant and members of the Investor Group.
|
(40)
|
||
10.37
|
Agreement,
dated as of February 2, 2007, by and among Elcom International,
Inc.,
Smith & Williamson Investment Management Limited and Smith &
Williamson Nominees Limited, and the directors named therein.
|
(41)
|
||
10.38
|
Separation
Agreement and Release, effective and enforceable on February
15, 2007, by
and among Elcom International, Inc. and Paul C. Bogonis.
|
(42)
|
||
10.39
|
Severance
and Release Agreement, by Elcom International, Inc. and John
E. Halnen
effective June 20, 2007.
|
(43)
|
||
21.1
|
List
of the Registrant’s Subsidiaries.
|
(16)
|
||
23.1
|
Consent
of Vitale, Caturano & Company, Ltd.
|
(x)
|
||
23.2
|
Consent
of Malone Bailey, P.C.
|
(x)
|
||
31.1
|
Rule
13a-15(e) Certification of Principal Executive Officer.
|
(x)
|
||
31.2
|
Rule
13a-15(e) Certification of Principal Financial and Accounting
Officer.
|
(x)
|
||
32.1
|
Section
1350 Certification of Principal Executive Officer.
|
(x)
|
||
32.2
|
Section
1350 Certification of Principal Financial and Accounting
Officer.
|
(x)
|
(x)
|
Filed
herewith.
|
(*) |
Management
contract or compensatory plan or
arrangement.
|
(1)
|
Previously
filed as an exhibit to Registration Statement No. 33-98866
on Form S-1 and
incorporated herein by reference.
|
(2)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed December
19, 1996,
and incorporated herein by
reference.
|
(3)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed March
6, 1997, and
incorporated herein by reference.
|
(4)
|
Previously
filed as an exhibit to Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2002 and incorporated herein by
reference.
|
(5)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 and incorporated herein by
reference.
|
(6)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein
by
reference.
|
(7)
|
Previously
filed as an exhibit to Registrant’s Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by
reference.
|
(8)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 and incorporated herein by
reference.
|
(9)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 and incorporated herein
by
reference.
|
(10)
|
Previously
filed as an exhibit to Registrant’s Current Report on Form 8-K dated March
26, 1997 filed April 8, 1997, and incorporated herein by
reference.
|
(11)
|
Previously
filed as an exhibit to Registrant’s Annual Report on Form 10-K for the
year ended December 31, 1997, and incorporated herein by
reference.
|
(12)
|
Previously
filed as an exhibit to Registrant’s Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by
reference.
|
(13)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 and incorporated herein by
reference.
|
(14)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 and incorporated herein
by
reference.
|
(15)
|
Previously
filed as an exhibit to Registration Statement No. 333-94743
on Form S-3
and incorporated herein by
reference.
|
(16)
|
Previously
filed as an exhibit to Registrant’s Annual Report on Form 10-K for the
year ended December 31, 1999 and incorporated herein by
reference.
|
(17)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000 and incorporated herein by
reference.
|
(18)
|
Previously
filed as an exhibit to Registration Statement No. 333-54852
on Form S-8
and incorporated herein by
reference.
|
(19)
|
Previously
filed as an exhibit to Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2000 and incorporated herein by
reference.
|
(20)
|
Previously
filed as an exhibit to Registration Statement No. 333-61316
on Form S-8
and incorporated herein by
reference.
|
(21)
|
Previously
filed as an exhibit to Registrant’s Current Report on Form 8-K, filed on
January 11, 2002, and incorporated herein by
reference.
|
(22)
|
Previously
filed as an exhibit to Registration Statement No. 333-91488
on Form S-8
and incorporated herein by
reference.
|
(23)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 and incorporated herein by
reference.
|
(24)
|
Previously
filed as an exhibit to Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2001 and incorporated herein by
reference.
|
(25)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed April
10, 2002 and
incorporated herein by reference.
|
(26)
|
Previously
filed as an exhibit to Registrant’s Annual Report on Form 10-K, as
amended, for the year ended December 31, 2003 and incorporated herein
by reference.
|
(27)
|
Previously
filed as an exhibit to Registrant’s Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2004 and incorporated herein by
reference.
|
(28)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed August
10, 2005,
and incorporated herein by
reference.
|
(29)
|
Previously
filed as an Appendix to Registrant’s Definitive Proxy Statement filed May
21, 2004, and incorporated herein by
reference.
|
(30)
|
Previously
filed as an Appendix to Registrant’s Definitive Proxy Statement filed May
23, 2005, and incorporated herein by
reference.
|
(31)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed December
23, 2005,
and incorporated herein by
reference.
|
(32)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed August
18, 2005,
and incorporated herein by
reference.
|
(33)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed March
2, 2006, and
incorporated herein by reference.
|
(34)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed March
10, 2006,
and incorporated herein by
reference.
|
(35)
|
Previously
filed as an exhibit to Current Report on Form 8-K dated March
23, 2006
filed March 24, 2006), and incorporated herein by
reference.
|
(36)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed April
10, 2006 and
incorporated herein by reference.
|
(37)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed April
27, 2006 and
incorporated herein by reference.
|
(38)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed July
27, 2006 and
incorporated herein by reference.
|
(39)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed August
3, 2006 and
incorporated herein by reference.
|
(40)
|
Previously
filed as an exhibit to Current Report on Form 8-K filed October
24, 2006
and incorporated herein by
reference
|
(41)
|
Previously
filed as an exhibit to Current Report on Form 8-K dated February
2, 2007
(filed February 7, 2007), and incorporated herein by
reference.
|
(42)
|
Previously
filed as an exhibit to Current Report on Form 8-K dated February
15, 2007
(filed February 20, 2007), and incorporated herein by
reference.
|
(43)
|
Previously
filed as an exhibit to Current Report on Form 8-K/A dated
June 20, 2007
(filed July 24, 2007), and incorporated herein by
reference.
|
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