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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pet Ecology Brands Inc (PK) | USOTC:PECD | 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% | 0.01 | 0.01 | 0.05 | 0.00 | 14:30:27 |
As
filed with the Securities and Exchange Commission on January ___,
2008
United
States Securities and Exchange Commission
Washington,
D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Pet
Ecology Brands, Inc.
(Name
of small business issuer in its
charter)
|
Texas
|
2040
|
75-2634649
|
||
(State
or Jurisdiction of
|
(Primary
Standard Industrial
|
(I.R.S.
Employer Identification
|
||
Incorporation
or organization)
|
Classification
Code Number)
|
Number)
|
14822
Venture Drive
Dallas,
Texas 75234
(972)-759-8080
(Address
and telephone number of principal executive offices)
Ralph
J. Steckel
Chief
Executive Officer
14822
Venture Drive
Dallas,
Texas 75234
(972)-759-8080
(Name,
address and telephone number of agent for service)
Copy
of all communications to:
Gregg
E. Jaclin, Esq.
Anslow
& Jaclin, LLP
195
Route 9 South, Suite 204
Manalapan,
NJ 07726
(732)
409-1212
|
Approximate
date of proposed sale to the public: As soon as practicable after
the
effective date of this registration statement.
If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please
check the
following box and list the Securities Act registration statement
number of
the earlier effective registration statement for the same offering.
[ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list
the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list
the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If
any of the securities being registered on this Form are to be offered
on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
[X]
If
delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
[ ]
|
Title
of each class
of
securities
to
be registered
(1)
|
|
Amount
to
be
registered
|
|
Proposed
maximum
offering
price
per
share
|
|
Proposed
maximum
aggregate
offering
price
|
|
Amount
of
registration
fee
|
|
||||
Common
stock, par value $0.001 per
share
|
|
|
10,670,191
|
(2)
|
$
|
1.83
|
(3)
|
$
|
19,526,450
|
|
$
|
767.39
|
(5)
|
(1)
|
An
indeterminate number of
additional shares of common stock shall be issuable pursuant to
Rule 416
to prevent dilution resulting from stock splits, stock dividends
or
similar transactions and in such an event the number of shares
registered
shall automatically be increased to cover the additional shares
in
accordance with Rule 416 under the Securities
Act.
|
(2)
|
Represents shares
of our
common stock that were issued to and are held by selling security
holders,
and shares of common stock underlying warrants held by certain
persons,
and shares to be issued to Tricon Holdings, Inc., and Texas Atlantic
Capital Partners, LLC in connection with obligations under that
certain
Stock Purchase Agreement dated February 26, 2007 by and among such
entities and the Company.
|
(3)
|
Fee
calculated in accordance with
Rule 457(c) of the Securities Act. Estimated for the sole purpose
of
calculating the registration fee. We have based the fee calculation
on the
last reported bid and ask price for our common stock on the pink
sheets on
January 14, 2008.
|
|
PAGE
|
Summary
Financial
Data
|
2
|
Risk
Factors
|
3
|
Use
of
Proceeds
|
5
|
Determination
of Offering
Price
|
5
|
Dilution
|
6
|
Selling
Shareholders
|
6
|
Plan
of
Distribution
|
8
|
Legal
Proceedings
|
9
|
Directors,
Executive Officers,
Promoters and Control Persons
|
9
|
Security
Ownership of Certain
Beneficial Owners and Management
|
10
|
Description
of Securities
Interests of Named Experts and
Counsel
|
10
|
Disclosure
of Commission Position
of Indemnification for Securities Act
Liabilities
|
12
|
Organization
Within Last Five
Years
|
12
|
Description
of
Business
|
12
|
Plan
of
Operation
|
16
|
Description
of
Property
|
18
|
Certain
Relationships and Related
Transactions
|
18
|
Market
for Common Equity and
Related Stockholder Matters
|
18
|
Executive
Compensation
|
19
|
Available
Information
|
20
|
Index
to Financial
Statements
|
F
|
·
|
Fat
free treats for cats and dogs
|
·
|
A
waterless cat shampoo
|
·
|
An
all natural spray odor control for elimination of pet and other
smells in
the household
|
·
|
Cat
litter with early warning indicator of diabetes in
cats
|
·
|
Cat
litter with early warning indicator of pregnancy in
cats
|
·
|
Microwaveable
line of cat foods
|
(a)
|
Tricon
and Texas Atlantic have advised PEB that the Tricon Shares and
the Tricon
Warrants will be split equally between them.
|
(b)
|
$1,350,000.00
was paid to PEB for the Tricon Shares ($1,200,000 was paid in
cash, and
$150,000 was paid by Texas Atlantic assuming a note payable by
PEB to an
unrelated third party, for such amount).
|
(c)
|
A
total of 10,337,372 shares of PEB common stock have been issued
to Tricon
and to Texas Atlantic.
|
(d)
|
Warrants
have been issued entitling Tricon and Texas Atlantic to purchase
up to 14%
of the issued an outstanding shares of PEB common stock (at the
time of exercise), for $1,000,000. Based upon the number of shares
of our
common stock issued and outstanding on January 3, 2008, the number
of
shares of our common stock to be initially covered by the Tricon
Warrants
is deemed by us to be 2,837,710 shares.
|
(e)
|
We
have agreed with Tricon and Texas Atlantic that the terms of
the Tricon
SPA entitle both Tricon and Texas Atlantic to receive additional
shares of
PEB common stock, for no additional consideration, if (i) the
Tricon
Shares ever decline below an amount equal to 51% of the issued
and
outstanding shares of common stock of PEB, or (ii) if the shares
of common
stock of PEB issued to Tricon and Texas Atlantic, in connection
with the
Tricon Warrants, ever decline below an amount equal to 14% of
the issued
and outstanding shares of common stock of
PEB.
|
·
|
That
the products to be produced would be “must have items” and viewed as such
by consumers
|
·
|
The
market had to have global potential
|
·
|
Annual
growth within the market and industry had to be in excess of
5% a
year
|
Product
|
Weight/Clay
Equivalent
Weight
|
Sickness
Indicator
|
Flushable
|
Lightweight
|
Odor
Control
|
Pet
Ecology Perfect Litter Alert
|
2lbs
= 14 lbs
of
clay based litter
|
Yes
|
Yes
|
Yes
|
Yes
|
Clump’N
Flush High Performance Scoopable
|
14
lbs
|
No
|
No
|
Yes
|
Yes
|
Ever
Clean Plus Multi Crystals Premium Clumping
|
25
lbs
|
No
|
No
|
No
|
Yes
|
Ever
Fresh with Activated Charcoal
|
30lbs
|
No
|
No
|
No
|
Yes
|
Fresh
Step Premium Scoopable Cat Litter
|
14lbs
|
No
|
No
|
No
|
Yes
|
Tidy
Cats Scoop Crystals Blend
|
20lbs
|
No
|
No
|
No
|
Yes
|
·
|
“Pet
Ecology Perfect Litter Alert” for the indication of diabetes, pregnancy
(for breeders) and upper urinary tract infections in
cats
|
·
|
“Vita
Dog” Vitamin D enriched fat free dog
treats.
|
·
|
Fat
Free cat treats
|
·
|
Kitty-De-Lite
microwaveable cat food
|
·
|
Pet
Ecology Simply Organics, an
all inclusive natural remedy for common pet health problems such
as ear
ticks and fleas, which can be obtained without a vetinary
prescription.
|
Brand
|
Company
|
|
Tidy
Cat
|
Ralston
Purina Co.
|
|
Fresh
Step
|
The
Clorox Company
|
|
Arm
& Hammer Super Scoop
|
Arm
& Hammer
|
|
Scoop
Away
|
The
Clorox Company
|
·
|
Our
former investor relations firm and its
president.
|
·
|
A
former board member of Pet Ecology Brands
Inc.
|
·
|
An
investor in Pet Ecology Brands Inc. and corporate entities
associated with
that investor.
|
Name
of Selling Shareholders
|
Number
of Shares owned prior to offering
|
Shares
of common stock to be sold
|
Shares
of common stock owned after offering
|
Percentage
of common stock owned after offering (1)
|
||||||||
Common
Stock Only
|
||||||||||||
Tricon
Holdings (4)
|
5,168,686
|
2,882,909
|
2,285,777
|
11.28%
|
||||||||
Texas
Atlantic (5)
|
4,618,686
|
2,632,909
|
1,985,777
|
9.80%
|
||||||||
Walter
Frank
|
300,000
|
300,000
|
0
|
0.00%
|
||||||||
Collins
and Basinger
|
12,500
|
12,500
|
0
|
0.00%
|
||||||||
David
F. King
|
13,085
|
13,085
|
0
|
0.00%
|
||||||||
Byron
T. Bates
|
0
|
20,834
(2)
|
0
|
0.00%
|
||||||||
Christopher
Cave
|
0
|
20,834
(2)
|
0
|
0.00%
|
||||||||
Martin
Cohen
|
0 |
8,334
(2)
|
0
|
0.00%
|
||||||||
Tony
Dunleavy
|
0 |
55,465
(2)
|
0
|
0.00%
|
||||||||
Byron
S Farquer
|
0 |
13,085
(2)
|
0
|
0.00%
|
||||||||
Kent
Farquhar
|
0 |
11,334
(2)
|
0
|
0.00%
|
||||||||
Alexandra
Fincher
|
0 |
6,667
(2)
|
0
|
0.00%
|
||||||||
Randolph
W. Frederickson
|
0 |
4,167
(2)
|
0
|
0.00%
|
||||||||
David
B. Gerber
|
0 |
13,085
(2)
|
0
|
0.00%
|
||||||||
Bryan
& Shelly Horton
|
0 |
10,209
(2)
|
0
|
0.00%
|
||||||||
Howell
Family Limited Partnership (6)
|
0 |
41,667
(2)
|
0
|
0.00%
|
||||||||
Mark
& Joan Kincaid
|
0 |
10,209
(2)
|
0
|
0.00%
|
||||||||
Weston
Kirby
|
0 |
6,251
(2)
|
0
|
0.00%
|
||||||||
Janet
Lester
|
0 |
6,667
(2)
|
0
|
0.00%
|
||||||||
Cantey
Hanger LLP (7)
|
0 |
8,750
(2)
|
0
|
0.00%
|
||||||||
Andrew
Lermsider
|
0 |
600,000
(2)
|
0
|
0.00%
|
||||||||
Keith
Kitson Logue
|
0 |
13,085
(2)
|
0
|
0.00%
|
||||||||
Jane
Lorenzen
|
0 |
4,667
(2)
|
0
|
0.00%
|
||||||||
Shaun
McClure
|
0 |
8,334
(2)
|
0
|
0.00%
|
||||||||
James
Lewis Miller III
|
0 |
4,000
(2)
|
0
|
0.00%
|
||||||||
Natwarlal
B Modi
|
0 |
2,500
(2)
|
0
|
0.00%
|
Niall
Moriarity
|
0
|
1,667
(2)
|
0
|
0.00%
|
|
Elizabeth
Ann
Morris
|
0
|
834
(2)
|
0
|
0.00%
|
|
Larry
Murphy
|
0
|
8,334
(2)
|
0
|
0.00%
|
|
David
Payne
|
0
|
4,167
(2)
|
0
|
0.00%
|
|
Jackson
Phelps
|
0
|
834
(2)
|
0
|
0.00%
|
|
Jennifer
Phelps
|
0
|
834
(2)
|
0
|
0.00%
|
|
Johns
Phelps
|
0
|
834
(2)
|
0
|
0.00%
|
|
Sara
Phelps
|
0
|
834
(2)
|
0
|
0.00%
|
|
Jason
Rutherford
|
0
|
83,334
(2)
|
0
|
0.00%
|
|
Robert
J.
Salluzzo
|
0
|
579,167
(2)
|
0
|
0.00%
|
|
David
M.
Sherer
|
0
|
20,834
(2)
|
0
|
0.00%
|
|
Blake
Steckel
|
0
|
834
(2)
|
0
|
0.00%
|
|
Hayden
Steckel
|
0
|
834
(2)
|
0
|
0.00%
|
|
Kirby
Steckel
|
0
|
834
(2)
|
0
|
0.00%
|
|
Michael
Steckel
|
0
|
834
(2)
|
0
|
0.00%
|
|
Ralph
J. and Carole Steckel and
RSSR Trust (3)
|
1,004,602
|
2,871,798
|
925,714
|
4.57%
|
|
Ryan
Steckel
|
0
|
834
(2)
|
0
|
0.00%
|
|
Yvonne
Steckel
|
0
|
834
(2)
|
0
|
0.00%
|
|
James
E. Stephens
Sr.
|
0
|
10,334(2)
|
0
|
0.00%
|
|
Jim
Stephenson
|
0
|
13,085
(2)
|
0
|
0.00%
|
|
Mike
Stoelke
|
0
|
83,334
(2)
|
0
|
0.00%
|
|
Tempus
Financial Inc.
(8)
|
0
|
16,667
(2)
|
0
|
0.00%
|
|
Dr.
James
Vrasic
|
0
|
2,500
(2)
|
0
|
0.00%
|
|
Target
Pension Benefit-
Attn
Dr. James Vrasic
(9)
|
0
|
17,334
(2)
|
0
|
0.00%
|
|
Cross
Country Capital Partners LP
(10)
|
0
|
250,000
|
0
|
0.00%
|
Name
|
Age
|
Position
|
Director
Since
|
Ralph
J. Steckel
|
65
|
President,
Chief Executive Officer
and
Director
|
1996
|
Robert
J. Salluzzo
|
60
|
Chief
Operating Officer,
Chief
Financial Officer, and Director
|
June
20, 2007
|
Weston
Kirby
|
41
|
Secretary
and Director
|
July,
2006
|
Alexandra
Fincher
|
57
|
Director
|
1999
|
Alexander
Schauss
|
59
|
Director
|
June
20, 2007
|
|
|
|
Annual
Compensation
|
|
|
Long-Term
Compensation
|
|
||||||||||||||
Name
and Principal
Position
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Other
Annual
Compensation
|
|
|
Restricted
Stock
Award(s)
|
|
|
Securities
Underlying
Options
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ralph
J.
Steckel
|
2007
|
|
$
|
120,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
President
and
CEO
|
2006
|
|
$
|
48,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
2005
|
|
$
|
31,250
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
J. Salluzzo
(1)
|
2007
|
|
$
|
120,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Chief
Operating
Officer/CFO
|
2006
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weston
Kirby
|
2007
|
|
$
|
66,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Secretary
|
2006
|
|
$
|
25,625
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
2005
|
|
$
|
31,613
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Number
of securities underlying
options granted (#)
|
Percent
of total
options
granted
to employees in
last
fiscal
year
|
Exercise
or base
Price
($/Share)
|
Expiration
Date
|
|
Ralph
J.
Steckel
|
2,250,000
|
100%
|
$1.80
|
December
10,
2012
|
|
Robert
J.
Salluzzo
|
550,000
|
100%
|
$1.80
|
December
10,
2010
|
Name and Address of Beneficial Owner |
Position
With PEB
|
Number
of Shares (1)
|
Percent
of Class
|
Ralph
J. Steckel
2912
Robin Road
Plano,
Texas, 75075
|
President;
Chief Executive Officer
and
Director
|
1,004,002
(2)
|
4.95%
|
Robert
J. Salluzzo
4051
Beltway Drive, Apt 302
Addison
Texas, 75001
|
Chief
Operating Officer; Chief Financial
Officer
and Director
|
58,334
(3)
|
.29%
|
Weston
Kirby
PO
Box 1256
Pottsboro,
Texas 75076
|
Secretary
and Director
|
220,835
(4)
|
1.09%
|
Alexandra
Fincher
4404
Beltwood Parkway North
Suite
109
Dallas,
Texas 75244
|
Director
|
-
(5)
|
0.0%
|
Alexander
Schauss
PO
Box 1174
Tacoma,
WA 98401
|
Director
|
-
|
0.0%
|
Tricon
Holdings LLC
201
Alhambra Circle, Suite 501
Coral
Gables, Florida 33134
|
Shareholder
|
5,168,686
(6)
|
25.5%
|
Texas
Atlantic Capital Partners LLC
3029
Staffordshire Blvd.
Powell,
Tennessee 73849
|
Shareholder
|
4,868,686 (6)
|
24.02%
|
All
Named Executive Officers and Directors (Five individuals)
|
1,283,171
(7)
|
6.33%
|
|
2006
|
2005
|
Increase
|
||||||||||
Total
Operating Expenses
|
$ | 6,559,046 | $ | 3,798,783 | $ | 2,760,263 |
Years
Ended
|
Quarters
Ended
|
||||||||||||||||||||
December
31,
2005
|
December
31,
2006
|
March
31,
2007
|
June
30,
2007
|
September
30,
2007
|
|||||||||||||||||
Working
Capital Deficit
|
$ | 453,876 | $ | 2,108,556 | $ | 2,130,457 | $ | 1,056,948 | $ | 1,281,465 | |||||||||||
Net
Loss For the Period
|
$ | 3,996,701 | $ | 6,510,770 | $ | 98,290 | $ | 1,090,639 | $ | 1,439,656 | |||||||||||
Accumulated
Deficit
|
$ | 7,616,597 | $ | 14,127,367 | $ | 14,225,658 | $ | 15,218,006 | $ | 15,567,023 |
Years
Ending December
31,
|
|
|
|
|
2007 From
September 2007 through December 31, 2007
|
|
$
|
19,935
|
|
2008 From
January
1, 2008 through July 31, 2008
|
|
$
|
34,238
|
|
|
2007
Unaudited Statements &
Notes
|
|
|
|
|
|
Balance
sheet as of September 30,
2007
|
F-1
|
|
|
|
|
Statements
of operations for the
three and nine month periods ended September 30, 2007 and
2006
|
F-2
|
|
|
|
|
Statement
of shareholders' deficit
for the nine months ended September 30, 2007
|
F-3
|
|
|
|
|
Statements
of cash flows for the
nine month periods ended September 30, 2007 and
2006
|
F-4
|
|
|
|
|
Notes
to financial
statements
|
F-5/F-10
|
|
|
|
|
2006
and 2005 Audited Statements
& Notes
|
|
|
Report
of Independent
Registered Public Accounting Firm
|
F-11
|
|
Balance
sheet
|
F-12
|
|
|
|
|
Statements
of
operations
|
F-13
|
|
|
|
|
Statement
of shareholders’
deficit
|
F-14
|
|
|
|
|
Statements
of cash
flows
|
F-15
|
|
|
|
|
Notes
to financial
statements
|
F-16/F-23
|
Pet
Ecology Brands,
Inc.
|
|
|||
Balance
Sheets
|
|
|||
September
30,
2007
|
|
|||
(Unaudited)
|
|
|||
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
30,392
|
|
Accounts
Receivable
|
|
|
27,721
|
|
Inventory
|
|
|
145,096
|
|
Current
Assets
|
|
|
203,209
|
|
|
|
|
|
|
Property
and
Equipment
|
|
|
80,015
|
|
Accumulated
Depreciation
|
|
|
(80,015
|
)
|
|
|
|
|
|
Assets
|
|
$
|
203,209
|
|
|
|
|
|
|
Liabilities
and Shareholders' Deficit
|
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
$
|
351,630
|
|
Accrued
Interest, Related
Party
|
|
|
138,903
|
|
Accrued
Settlement
Obligation
|
|
|
3,664
|
|
Other
Accrued
Liabilities
|
|
|
134,038
|
|
Notes
Payable, Related
parties
|
|
|
656,440
|
|
Short
Term
Debt
|
|
|
200,000
|
|
Current
Liabilities
|
|
|
1,484,675
|
|
Preferred
Stock, $.001 par
value, 10,000,000 shares authorized, no shares
outstanding
|
|
|
-
|
|
Common
stock, $.001 par value,
200,000,000 shares authorized,
|
|
|
|
|
13,990,623
issued and
outstanding
|
|
|
13,990
|
|
Additional
paid-in
capital
|
|
|
14,271,567
|
|
Accumulated
Deficit
|
|
|
(15,567,023
|
)
|
|
|
|
|
|
Shareholders'
Deficit
|
|
|
(1,281,466
|
)
|
|
|
|
|
|
Liabilities
and Shareholders'
Deficit
|
|
$
|
203,209
|
|
|
|
|
|
|
Pet
Ecology Brands Inc.
|
||||||||||||||||
Statement
of Operations
|
||||||||||||||||
Unaudited
|
||||||||||||||||
Quarter
Ended September 30,
|
Year
to Date September 30
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Revenue
|
$ | 8,476 | $ | 48,370 | $ | 82,860 | $ | 176,857 | ||||||||
Cost
of Revenue
|
7,886 | 26,683 | 85,141 | 181,795 | ||||||||||||
Gross Profit (Loss) | 590 | 21,687 | (2,281 | ) | (4,938 | ) | ||||||||||
Operating
Expenses
|
||||||||||||||||
General and Administrative | 298,477 | 170,641 | 1,961,542 | 1,720,747 | ||||||||||||
Consulting | 43,846 | 30,143 | 62,983 | 54,613 | ||||||||||||
Research and Development | 12,077 | - | 27,533 | 27,335 | ||||||||||||
Total Operating Expenses | 354,400 | 200,784 | 2,052,058 | 1,802,695 | ||||||||||||
Net Loss From Operations | (353,810 | ) | (179,097 | ) | (2,054,339 | ) | (1,807,633 | ) | ||||||||
Other
(Income) Expense
|
||||||||||||||||
Interest Expense | 31,867 | 23,382 | 93,472 | 71,308 | ||||||||||||
Gain From Extinguishment of Debt and Other Income | (55,666 | ) | (708,155 | ) | - | |||||||||||
Total Other (Income) Expense | (23,799 | ) | 23,382 | (614,683 | ) | 71,308 | ||||||||||
Net Loss | $ | (330,011 | ) | $ | (202,479 | ) | $ | (1,439,656 | ) | $ | (1,878,941 | ) | ||||
(Loss)
per common share- basic and diluted
|
$ | (0.02 | ) | $ | (0.03 | ) | $ | (0.13 | ) | $ | (0.30 | ) | ||||
Weighted
average common shares outstanding- basic and diluted
|
13,946,018 | 6,763,214 | 10,879,213 | 6,351,672 | ||||||||||||
Pet
Ecology Brands,
Inc.
|
|
|||||||||||||||||||
Statements
of Shareholders'
Deficit
|
|
|||||||||||||||||||
Nine
months ended September 30,
2007
|
|
|||||||||||||||||||
(Unaudited)
|
|
|||||||||||||||||||
|
|
Common
Stock
|
|
|
Additional
|
|
|
|
|
|
|
|
||||||||
|
|
Number
of
|
|
|
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|||||
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance
at December 31,
2006
|
|
|
8,380,841
|
|
|
$
|
8,381
|
|
|
$
|
12,010,430
|
|
|
$
|
(14,127,367
|
)
|
|
$
|
(2,108,556
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for
cash
|
|
|
5,157,282
|
|
|
|
5,157
|
|
|
|
1,097,989
|
|
|
|
-
|
|
|
|
1,103,146
|
|
Issuance
of common stock for
service
|
|
|
419,167
|
|
|
|
419
|
|
|
|
1,063,181
|
|
|
|
-
|
|
|
|
1,063,600
|
|
Issuance
of common shares to
settle litigation
|
|
|
33,333
|
|
|
|
33
|
|
|
|
99,967
|
|
|
|
-
|
|
|
|
100,000
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,439,656
|
)
|
|
|
(1,439,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30,
2007
|
|
|
13,990,623
|
|
|
$
|
13,990
|
|
|
$
|
14,271,567
|
|
|
$
|
(15,567,023
|
)
|
|
$
|
(1,281,466
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pet
Ecology Brands,
Inc.
|
|
|||||||
Statement
of Cash
Flows
|
|
|||||||
(Unaudited)
|
|
|||||||
Year
to Date September
30,
|
|
|||||||
|
|
|||||||
|
|
2007
|
|
|
2006
|
|
||
|
|
|
|
|
|
|
||
Net
loss
|
|
$
|
(1,439,656
|
)
|
|
$
|
(1,878,941
|
)
|
Adjustments
to reconcile net loss
to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Common
stock issued for
services
|
|
|
1,063,600
|
|
|
|
-
|
|
Common
stock issued to settle
litigation
|
|
|
100,000
|
|
|
|
-
|
|
Changes
in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(18,700
|
)
|
|
|
(26
|
)
|
Inventory
|
|
|
(41,324
|
)
|
|
|
(60,022
|
)
|
Other
assets
|
|
|
-
|
|
|
|
(16,722
|
)
|
Accounts
payable and accrued
liabilities
|
|
|
(832,379
|
)
|
|
|
266,011
|
|
Accounts
payable-related
parties
|
|
|
(31,299
|
)
|
|
|
-
|
|
Net
cash used in operating
activities
|
|
|
(1,199,758
|
)
|
|
|
(1,689,700
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing
activities:
|
|
|
|
|
|
|
|
|
Proceeds
from notes
payable
|
|
|
150,000
|
|
|
|
-
|
|
Proceeds
from notes payable -
related parties
|
|
|
50,000
|
|
|
|
1,102,446
|
|
Payments
on notes payable -
related parties
|
|
|
(72,997
|
)
|
|
|
(1,249
|
)
|
Proceeds
from issuance of common
stock
|
|
|
1,103,147
|
|
|
|
283,071
|
|
Proceeds
from subscription
receivable
|
|
|
-
|
|
|
|
117,641
|
|
Net
cash provided by financing
activities
|
|
|
1,230,150
|
|
|
|
1,501,909
|
|
|
|
|
|
|
|
|
|
|
Net
change in
cash
|
|
|
30,392
|
|
|
|
(187,791
|
)
|
Cash
at beginning of
period
|
|
|
-
|
|
|
|
193,326
|
|
Cash
at end of
period
|
|
|
30,392
|
|
|
|
5,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
information:
|
|
|
|
|
|
|
|
|
Cash
paid for
interest
|
|
$
|
39,947
|
|
|
$
|
-
|
|
Cash
paid for
taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Non
Cash
Transactions:
|
|
|
|
|
|
|
|
|
Issuance
of Common Stock for Notes Payable
|
|
$
|
-
|
|
|
$
|
1,000,000
|
|
|
|
Number
of Shares Under
Option
|
|
|
Weighted
Average Exercise Price
($)
|
|
|
Weighted
Average Remaining
Contractual Term (Years)
|
|
|
Aggregate
Intrinsic
Value
|
|
||||
Outstanding
at September 30,
2007
|
|
|
1,286,416
|
|
|
$
|
0.03
|
|
|
|
4.0
|
|
|
$
|
3,659,108
|
|
Shares
Issued
|
|
Number
of
Shares
|
|
|
Value
|
|
||
|
|
|
|
|
|
|
||
For
cash
|
|
|
5,157,282
|
|
|
$
|
1,103,147
|
|
For
services
|
|
|
419,167
|
|
|
|
1,063,600
|
|
For
litigation
settlements
|
|
|
33,333
|
|
|
|
100,000
|
|
Total
|
|
|
5,609,782
|
|
|
$
|
2,266,747
|
|
|
|
|
|
|
|
|
|
|
|
|||
Warrants
and Options
Issued
|
|
Number
of
Warrants
|
|
|
Value
|
|
|
Weighted
Average Exercise
Price
|
|
|||
In
conjunction with an
offering
|
|
|
549,631
|
|
|
$
|
121,521
|
|
|
$
|
0.33
|
|
For
litigation
settlements
|
|
|
29,167
|
|
|
|
80,755
|
|
|
|
0.60
|
|
For
services
|
|
|
368,750
|
|
|
|
604,691
|
|
|
|
0.67
|
|
Totals
|
|
|
947,548
|
|
|
$
|
806,967
|
|
|
$
|
0.47
|
|
|
|
Number
of
Options
|
|
|
Exercise
Price
|
|
|
Value
|
|
|||
In
conjunction with employment
contracts
|
|
|
3,400,000
|
|
|
$
|
1.80
|
|
|
$
|
6,759,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
services
|
|
|
41,500
|
|
|
$
|
1.20
|
|
|
$
|
76,574
|
|
Pet
Ecology Brands, Inc.
|
||||||||
Balance
Sheets
|
||||||||
December
31,
|
December
31,
|
|||||||
Assets
|
2006
|
2005
|
||||||
Cash
|
$ | - | $ | 193,325 | ||||
Accounts
receivable
|
9,021 | 13,059 | ||||||
Inventory
|
103,772 | - | ||||||
Total
current assets
|
112,793 | 206,384 | ||||||
Other
assets
|
- | 58,298 | ||||||
Total
assets
|
$ | 112,793 | $ | 264,682 | ||||
Liabilities
and Shareholders' Deficit
|
||||||||
Accounts
payable
|
$ | 1,045,497 | $ | 134,307 | ||||
Accounts
payable-related parties
|
31,299 | 22,500 | ||||||
Accrued
interest
|
132,068 | 89,150 | ||||||
Accrued
settlement obligation
|
187,895 | - | ||||||
Other
accrued liabilities
|
95,153 | 63,085 | ||||||
Notes
payable
|
72,997 | 72,997 | ||||||
Notes
payable - related parties
|
656,440 | 278,221 | ||||||
Total
current liabilities
|
2,221,349 | 660,260 | ||||||
Commitments
and contingencies
|
||||||||
Shareholders'
Deficit
|
||||||||
Preferred
stock, $.001 par value,
10,000,000 shares authorized,
|
||||||||
no
shares outstanding
|
- | - | ||||||
Common
stock, $.001 par value, 200,000,000 shares authorized,
|
||||||||
8,380,841
and 5,807,342 issued and outstanding
|
8,381 | 5,807 | ||||||
Subscription
receivable
|
- | (117,641 | ) | |||||
Additional
paid-in capital
|
12,010,430 | 7,332,853 | ||||||
Accumulated
deficit
|
(14,127,367 | ) | (7,616,597 | ) | ||||
Total
shareholders' deficit
|
(2,108,556 | ) | (395,578 | ) | ||||
Total
liabilities and shareholders' deficit
|
$ | 112,793 | $ | 264,682 | ||||
Pet
Ecology Brands, Inc.
|
||||||||
Statements
of Operations
|
||||||||
For
the Years Ended December 31, 2006 and 2005
|
||||||||
2006
|
2005
|
|||||||
Revenue
|
$ | 199,136 | $ | 44,250 | ||||
Cost
of sales
|
54,618 | 156,530 | ||||||
Gross
profit (loss)
|
144,518 | (112,280 | ) | |||||
Operating
expenses:
|
||||||||
Consulting
|
3,062,835 | 2,811,925 | ||||||
Selling,
general and administrative
|
3,441,103 | 927,010 | ||||||
Depreciation
|
27,773 | 50,357 | ||||||
Research
and development
|
27,335 | 9,491 | ||||||
Total
operating expenses
|
6,559,046 | 3,798,783 | ||||||
Net
loss from operations
|
(6,414,528 | ) | (3,911,063 | ) | ||||
Other
expense:
|
||||||||
Interest
expense
|
(96,242 | ) | (88,937 | ) | ||||
Gain
on extinguishment of debt
|
- | 3,299 | ||||||
Total
other expense
|
(96,242 | ) | (85,638 | ) | ||||
Net
loss
|
$ | (6,510,770 | ) | $ | (3,996,701 | ) | ||
Net
loss per share:
|
||||||||
Basic
and diluted
|
$ | (1.00 | ) | $ | (0.86 | ) | ||
Weighted
average shares outstanding:
|
||||||||
Basic
and diluted
|
6,534,630 | 4,644,115 | ||||||
Pet
Ecology Brands, Inc.
|
||||||||||||||||||||||||
Statements
of Shareholders' Deficit
|
||||||||||||||||||||||||
For
the Years Ended December 31, 2006 and 2005
|
||||||||||||||||||||||||
Common
Stock
|
Additional
|
|||||||||||||||||||||||
Number
of
|
Paid-in
|
Subscription
|
Accumulated
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Receivable
|
Deficit
|
Total
|
|||||||||||||||||||
Balance
at December 31, 2004
|
4,307,957 | $ | 4,308 | $ | 4,942,188 | $ | (1,949,920 | ) | $ | (3,619,896 | ) | $ | (623,320 | ) | ||||||||||
Common
stock for services - employees
|
717,480 | 717 | 1,428,548 | - | - | 1,429,265 | ||||||||||||||||||
Common
stock for debt
|
349,471 | 349 | 455,870 | - | - | 456,219 | ||||||||||||||||||
Common
stock for cash
|
603,631 | 604 | 691,146 | - | - | 691,750 | ||||||||||||||||||
Receipt
of cash for subscription receivable
|
- | - | - | 536,464 | - | 536,464 | ||||||||||||||||||
Cancellation
of common stock
|
(311,281 | ) | (311 | ) | (1,413,145 | ) | 1,413,456 | - | - | |||||||||||||||
Subscription
receivable
|
140,084 | 140 | 117,501 | (117,641 | ) | - | - | |||||||||||||||||
Fair
value of warrants issued for services
|
- | - | 1,009,903 | - | - | 1,009,903 | ||||||||||||||||||
Fair
value of employee stock options issued
|
- | - | 100,842 | - | - | 100,842 | ||||||||||||||||||
Net
loss
|
- | - | - | - | (3,996,701 | ) | (3,996,701 | ) | ||||||||||||||||
Balance
at December 31, 2005
|
5,807,342 | $ | 5,807 | $ | 7,332,853 | $ | (117,641 | ) | $ | (7,616,597 | ) | $ | (395,578 | ) | ||||||||||
Common
stock for services - employees
|
743,652 | 744 | 1,395,000 | - | - | 1,395,744 | ||||||||||||||||||
Common
stock for debt
|
451,389 | 451 | 999,549 | - | - | 1,000,000 | ||||||||||||||||||
Common
stock for cash
|
1,378,458 | 1,379 | 390,695 | - | - | 392,074 | ||||||||||||||||||
Receipt
of cash for subscription receivable
|
- | - | - | 117,641 | - | 117,641 | ||||||||||||||||||
Fair
value of warrants issued for services
|
- | - | 900,466 | - | - | 900,466 | ||||||||||||||||||
Fair
value of employee stock options issued
|
- | - | 991,867 | - | - | 991,867 | ||||||||||||||||||
Net
loss
|
- | - | - | - | (6,510,770 | ) | (6,510,770 | ) | ||||||||||||||||
Balance
at December 31, 2006
|
8,380,841 | $ | 8,381 | $ | 12,010,430 | $ | - | $ | (14,127,367 | ) | $ | (2,108,556 | ) | |||||||||||
Pet
Ecology Brands, Inc.
|
||||||||
Statements
of Cash Flows
|
||||||||
For
the Years Ended December 31, 2006 and 2005
|
||||||||
2006
|
2005
|
|||||||
Net
loss
|
$ | (6,510,770 | ) | $ | (3,996,701 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
|
27,773 | 50,357 | ||||||
Common
stock issued for services
|
1,395,744 | 1,429,265 | ||||||
Options
and warrants for services
|
1,892,333 | 1,110,745 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
4,038 | (13,059 | ) | |||||
Inventory
|
(103,772 | ) | - | |||||
Other
assets
|
58,298 | (58,298 | ) | |||||
Accounts
payable and accrued liabilities
|
1,151,571 | 117,902 | ||||||
Accounts
payable-related parties
|
31,299 | - | ||||||
Net
cash used in operating activities
|
(2,053,486 | ) | (1,359,789 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Purchase
of fixed assets
|
(27,773 | ) | (50,292 | ) | ||||
Net
cash flows used in investing activities
|
(27,773 | ) | (50,292 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from notes payable - related parties
|
1,464,219 | 594,298 | ||||||
Payments
on notes payable - related parties
|
(86,000 | ) | (178,253 | ) | ||||
Proceeds
from issuance of common stock
|
392,074 | 641,750 | ||||||
Proceeds
from subscription receivable
|
117,641 | 536,464 | ||||||
Proceeds
from bank loan
|
- | 5,000 | ||||||
Repayment
on bank loan
|
- | (3,751 | ) | |||||
Net
cash provided by financing activities
|
1,887,934 | 1,595,508 | ||||||
Net
decrease in cash
|
(193,325 | ) | 185,427 | |||||
Cash
at beginning of period
|
193,325 | 7,898 | ||||||
Cash
at end of period
|
$ | - | $ | 193,325 | ||||
Supplemental
information:
|
||||||||
Cash
paid for interest
|
$ | - | $ | - | ||||
Cash
paid for taxes
|
- | - | ||||||
Non-cash
transactions:
|
||||||||
Subscription
receivable
|
$ | - | $ | 117,641 | ||||
Cancellation
of common stock
|
- | 1,413,456 | ||||||
Issuance
of common stock for notes payable
|
1,000,000 |
623,860
|
December
31, 2006
|
December
31, 2005
|
|||||||
Furniture
and
Fixtures
|
$ | 15,329 | $ | 14,734 | ||||
Computers
and
Software
|
46,224 | 19,046 | ||||||
Warehouse
|
18,462 | 18,462 | ||||||
Subtotal
|
80,015 | 52,242 | ||||||
Less:
Accumulated
depreciation
|
(80,015 | ) | (52,242 | ) | ||||
Net
property and
equipment
|
$ | – | $ | – |
December
31, 2006
|
December
31, 2005
|
|||||||
Notes
payable to bank
|
$ | 72,997 | $ | 72,997 | ||||
Notes
payable to related parties
|
656,440 | 278,221 | ||||||
$ | 729,437 | $ | 351,218 |
Deferred
tax
assets:
|
December
31, 2006
|
December
31, 2005
|
||||||
Benefit
from carryforward of net operating losses
|
$ | 2,831,469 | $ | 1,735,754 | ||||
Less:
valuation allowance
|
(2,831,469 | ) | (1,735,754 | |||||
Net
deferred tax asset
|
$ | – | $ | – |
|
Number
of Shares Under
Warrant
|
Weighted
Average Exercise Price
($)
|
Weighted
Average Remaining
Contractual Term (Years)
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
Outstanding
at January 1,
2005
|
20,077
|
$0.96
|
|
|
|
|
|
|
|
Granted
|
1,315,976
|
1.97
|
|
|
Exercised
|
(271,429)
|
1.44
|
|
|
Forfeited
|
(9,000)
|
0.036
|
|
|
Outstanding
at December 31,
2005
|
1,055,624
|
$2.11
|
|
|
|
|
|
|
|
Granted
|
1,257,699
|
1.16
|
|
|
Exercised
|
(961,990)
|
1.01
|
|
|
Forfeited
|
(53,833)
|
1.93
|
|
|
Outstanding
at December 31,
2006
|
1,297,500
|
$2.01
|
2.2
|
$57,204
|
|
Number
of Shares Under
Option
|
Weighted
Average Exercise Price
($)
|
Weighted
Average Remaining
Contractual Term (Years)
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
Outstanding
at January 1,
2005
|
1,667
|
$ 0.03
|
|
|
|
|
|
|
|
Granted
|
50,333
|
0.03
|
|
|
Exercised
|
-
|
-
|
|
|
Forfeited
|
(22,667)
|
0.03
|
|
|
Outstanding
at December 31,
2005
|
29,333
|
0.03
|
|
|
|
|
|
|
|
Granted
|
1,263,076
|
0.03
|
|
|
Exercised
|
-
|
-
|
|
|
Forfeited
|
(7,666)
|
0.03
|
|
|
Outstanding
at December 31,
2006
|
1,284,743
|
$ 0.03
|
4.9
|
$961,614
|
Shares
Issued
|
|
Number
of
Shares
|
|
|
Value
|
|
||
|
|
|
|
|
|
|
||
For
Cash
|
|
|
853,929
|
|
|
$
|
319,847
|
|
Tricon
and
Texas Atlantic
|
|
|
10,311,864
|
|
|
|
1,350,000
|
|
For
Services
|
|
|
452,500
|
|
|
|
1,130,268
|
|
For
Litigation
Settlements
|
|
|
33,333
|
|
|
|
100,000
|
|
Total
|
|
|
11,651,626
|
|
|
$
|
2,900,115
|
|
|
|
|
|
|
|
|
|
|
|
|||
Warrants
and Options
Issued
|
|
Number
of
Warrants
|
|
|
Value
|
|
|
Weighted
Average Exercise
Price
|
|
|||
In
conjunction with an
offering
|
|
|
549,631
|
|
|
$
|
121,521
|
|
|
$
|
0.33
|
|
For
Litigation
Settlements
|
|
|
29,167
|
|
|
|
80,755
|
|
|
|
0.60
|
|
For
services
|
|
|
3,810,250
|
|
|
|
7,440,970
|
|
|
|
1.68
|
|
Totals
|
|
|
4,389,048
|
|
|
$
|
7,643,246
|
|
|
$
|
1.51
|
|
Securities
and Exchange Commission registration fee
|
$
|
599.46
|
||
Federal
Taxes
|
$
|
0
|
||
State
Taxes and Fees
|
$
|
0
|
||
Transfer
Agent Fees
|
$
|
2,500
|
||
Accounting
fees and expenses
|
$
|
15,000
|
||
Legal
fees and expense
|
$
|
45,000
|
||
Blue
Sky fees and expenses
|
$
|
0
|
||
Miscellaneous
|
$
|
2,500
|
||
Total
|
$
|
55,599.46
|
No.
|
Description
|
3.1
|
Articles
of Incorporation.
|
3.2
|
Amendment
No. 1 to Articles of
Incorporation
|
3.3
|
Amendment
No. 2 to Articles of
Incorporation
|
3.4
|
Correction
Amendment to Articles of
Incorporation
|
3.5
|
Bylaws
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
concerning
legality of the securities being
registered.
|
10.1
|
Stock
Purchase Agreement dated February 26, 2007 between PEB, with
Tricon
Holdings, LLC, and Texas Atlantic Capital Partners, Partners,
LLC.
|
10.2
|
License
Agreement dated February 26, 2007 between PEB, with Tricon
Holdings, LLC,
and Texas Atlantic Capital Partners, Partners,
LLC.
|
10.3
|
Employment
Agreement dated as of December 10, 2007 between PEB and Ralph
J.
Steckel,
|
|
10.4 | Employment Agreement dated as of December 10, 2007 between PEB and Robert J. Salluzzo, | |
23.1 | Consent of Anslow & Jaclin, LLP (included in Opinion in Exhibit 5.1). | |
23.2 | Consent of independent registered public accounting firm. |
1.
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement to:
|
(a)
|
Include
any prospectus required by section 10(a)(3) of the Securities
Act;
|
|
(b)
|
Reflect
in the prospectus any facts or events which, individually or
together,
represent a fundamental change in the information in the registration
statement and notwithstanding the forgoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may
be
reflected in the form of prospects filed with the Commission
under Rule
424(b) if, in the aggregate, the changes in the volume and price
represent
no more than a 20% change in the maximum aggregate offering price
set
forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
|
|
(c)
|
include
any additional or changed material information on the plan of
distribution.
|
2.
|
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement relating to the securities
offered, and the offering of the securities at that time shall
be deemed
to be the initial bona fide offering.
|
|
3.
|
File
a post-effective amendment to remove from registration any of
the
securities that remain unsold at the end of offering.
|
|
4.
|
Insofar
as indemnification for liabilities arising under the Securities
Act may be
permitted to directors, officers and controlling persons of the
registrant
under the foregoing provisions, or otherwise, the registrant
has been
advised that in the opinion of the Securities and Exchange Commission
such
indemnification is against public policy as expressed in the
Securities
Act and is, therefore, unenforceable.
|
|
5.
|
In
the event that a claim for indemnification against such liabilities
(other
than the payment by the registrant of expenses incurred or paid
by a
director, officer or controlling person of the registrant in
the
successful defense of any action, suit or proceeding) is asserted
by such
director, officer or controlling person in connection with the
securities
being registered, the registrant will, unless in the opinion
of its
counsel the matter has been settled by controlling precedent,
submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the
Securities Act and will be governed by the final adjudication
of such
issue.
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ Ralph
J. Steckel
|
Chief
Executive Officer
|
January
16, 2008
|
PET
ECOLOGY BRANDS, INC.
|
||||
By:
|
/s/
Ralph
J.
Steckel
|
|||
Ralph
J. Steckel
|
||||
Its:
President; Chief Executive
|
||||
Officer,
President and Director
|
||||
By:
|
/s/
Robert
J.
Salluzzo
|
|||
Robert
J. Salluzzo
|
||||
Its:
Chief Operating Officer,
|
||||
Principal
Accounting Officer
|
||||
Chief
Financial Officer and
Director
|
||||
By:
|
/s/
Alexander
Schauss
|
|||
Alexander
Schauss
|
||||
Its:
Director
|
||||
By:
|
/s/
Weston
Kirby
|
|||
Weston
Kirby
|
||||
Its:
Director
|
||||
By: /s/Alexandra Fincher | ||||
Alexandra Fichner | ||||
Its:
Director
|
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