03-0465528
|
||
(I.R.S.
Employer
|
||
incorporation
or organization)
|
Identification
Number)
|
· |
Formulating
and developing our business plan;
|
· |
Raising
capital through a private placement of our
stock;
|
· |
Developing
our marketing plan;
|
· |
Developing
our web site;
|
· |
Completing
the development, design, and prototypes of certain
products;
|
· |
Obtaining
retail stores to offer and sell our products;
and
|
·
|
Executing
an agreement with a manufacturers representative group to sell
our
products to retail chains.
|
·
|
Floating
Swimwear:
Product under our product name "Swimeez". Our swimwear is designed
to be a
swim aid. The interior lining of our swimwear product is made from
INSULTEX, which enhances floatability.
|
·
|
Sleeping
Bag Products:
Our sleeping bag products, available in both rectangular and mummy
styles,
are water resistant, windproof and weigh less than 2 pounds each.
The
INSULTEX insulation enables our sleeping bags to have a temperature
rating
of 15 degrees to 20 degrees Fahrenheit.
|
·
|
Stadium
Pack:
The use of INSULTEX in this product provides protection from weather
conditions such as rain and cold. By altering the configuration
of the
folds and zippers, the product can be used as
a:
|
· |
Stadium
seat cushion or pillow;
|
· |
Thermal
rain parka with a zip-out hood;
|
· |
Sleeping
Bag;
|
· |
Flotation
Raft; and
|
· |
Double
Comforter.
|
·
|
Windshirts:
Our windshirts are available in only one style and in five colors:
grey,
navy, red, black, and khaki.
|
·
|
Jackets:
Our jackets are available in only one style and in five colors:
grey,
navy, red, black, and khaki.
|
·
|
Hunting
Apparel Line:
Our hunting apparel provides almost total block from odors provided
by the
INSULTEX material. The Hunting Apparel Line is being endorsed by
Bill
Maas, former all pro National Football League football player and
Fox
Sports Analyst. We have also added Mr. Tom Nelson, “The American Archer”
to our pro staff and have introduced the new “American Archer” - Tom
Nelson Hunting Line for 2007. Tom is seen on the Outdoor Channel
and is
recognized as one of the premier archers in the industry.
|
·
|
Arctic
Armor Line:
The Arctic Armor line, introduced in April of 2006, consists of
a jacket,
bib and gloves. The suit contains 3 layers of INSULTEX for uncompromised
warmth and provides the user with guaranteed buoyancy. The gloves
contain
a single layer of INSULTEX and are windproof, waterproof and good
to
sub-zero temperatures as does the jacket and
bibs.
|
·
|
Fishing
Apparel Line:
We plan to introduce a full line of fishing apparel featuring INSULTEX,
which will be endorsed by professional fisherman, Jose Wejebe,
under the
name “Jose Wejebe Spanish Fly Fishing
Apparel.”
|
· |
Toddlers
and children from the ages of 3 to 12 who are learning to
swim;
|
· |
Handicapped
persons; and
|
· |
Adults
learning to swim.
|
· |
Outdoor
enthusiasts, such as hikers, climbers, mountain bikers and
kayakers;
|
· |
Campers;
|
· |
Boy
Scouts and Girl Scouts;
|
· |
Motorcyclists;
and
|
· |
Hunters
and Fishermen.
|
· |
Colleges;
|
· |
Child/Amateur
sport organizations; and
|
· |
Hunting/Fishing
enthusiasts.
|
· |
Golf
club pro shops;
|
· |
Golf
tournament organizers;
|
· |
Corporate
promotional organizations; and
|
· |
Sporting
organizations and teams.
|
· |
Colleges;
|
· |
Sporting
teams; and
|
· |
Corporations.
|
· |
Hunting
enthusiasts; and
|
· |
Professional
hunters.
|
· |
Professional
fisherman; and
|
· |
Fishing
enthusiasts.
|
·
|
Ice
fisherman
|
·
|
Snowmobilers
|
·
|
Utility
workers
|
·
|
Oil/gas
pipeline workers.
|
Accuracy
Plus
|
Peterborough
|
Ontario
|
||
American
Outdoor Sports
|
Farmingdale
|
New
York
|
||
Archery
Headquarters
|
Rochester
|
Minnesota
|
||
Archery
Shop Ohio
|
Minster
|
Ohio
|
||
Archery
Shop WV
|
Summersville
|
West
Virginia
|
||
Arrowsmith's
|
Lake
Geneva
|
Wisconsin
|
||
Back
Country Sports
|
Red
Deer
|
Alberta
|
||
Bailey's
|
Various
locations
|
Various
locations
|
||
Bashaw
Sports Centre
|
Bashaw
|
Alberta
|
||
Battle
River
|
Stetler
|
Alberta
|
||
Bay
Archery
|
Essexville
|
Michigan
|
||
Bogensport
|
Hochschwarzwald
|
Germany
|
||
Boutique
Aventure Plein Air Inc. - Peche
|
Ste.
Anne Des Monts
|
Quebec
|
||
Bowhuntingstore.com
|
Plano
|
Texas
|
||
Bowman
- Peche
|
Bowman
|
Quebec
|
||
Canfield
Sports
|
Omaha
|
Nebraska
|
||
Catafan
|
Sylvan
Lake
|
Alberta
|
||
Centre
D'Outillage AML Inc. - Peche
|
Senneterre
|
Quebec
|
||
Coureur
Des Bois Mont Laurier - Peche
|
Mont
Laurier
|
Quebec
|
||
Courtney
Archery
|
Quakertown
|
Pennsylvania
|
||
D
& D Sports
|
Various
locations
|
Various
locations
|
||
Delta
Sports Center
|
Delta
|
Utah
|
||
Depanneur
Du Boul. - Peche
|
L.S.
Quevillon
|
Quebec
|
||
Depanneur
L. Gauvin - Peche
|
La
Tuque
|
Quebec
|
||
DHD
Sports
|
Minot
|
North
Dakota
|
||
Dick's
Sporting Goods
|
Various
locations
|
Various
locations
|
||
DNW
|
Jonesboro
|
Arkansas
|
||
Draves
|
Effingham
|
Illinois
|
||
Dunham's
|
Various
locations
|
Various
locations
|
||
Dunkelberger's
|
Stroudsburg
|
Pennsylvania
|
||
East
Side Sports Inc. - Peche
|
Edmundston
|
Quebec
|
||
Efingers
|
Boundbrook
|
New
Jersey
|
||
Endzone
|
Norton
|
Kansas
|
||
Erie
Sports Store
|
Erie
|
Pennsylvania
|
||
Felmax
- Peche
|
Gracefield
|
Quebec
|
||
Ferlac
Inc. - Peche
|
St.
Felicien
|
Quebec
|
||
Fish
307
|
Lake
George
|
New
York
|
||
Fox
Ridge Outfitters
|
Rochester
|
New
Hampshire
|
||
Frank's
Great Outdoors
|
Linwood
|
Michigan
|
||
Gilles
Flibotte Sport 1983 Inc. - Peche
|
St.
Hyacinthe
|
Quebec
|
||
Glace
Carnaval
|
Val
D' Or
|
Quebec
|
||
Goschinskis
|
Ashland
|
Ohio
|
||
Grand
Outdoors
|
Grove
|
Oklahoma
|
||
Grunst
|
Rhinelander
|
Wisconsin
|
||
Hick's
Outdoors
|
Clio
|
Michigan
|
||
Hilltop
Sports
|
Greenville
|
Michigan
|
||
Holliday
True Value
|
Montello
|
Wisconsin
|
Hunter's
Choice
|
Conway
|
Arkansas
|
||
Hunter's
Gallery
|
Hamlin
|
Pennsylvania
|
||
J.L.
L'Heureux & Fils Inc. - Peche
|
Forestville
|
Quebec
|
||
Jack's
Sport Shop
|
Kalkaska
|
Michigan
|
||
Jay's
Sporting Goods
|
Clare
|
Michigan
|
||
Jo
Hubert - Peche
|
Maniwaki
|
Quebec
|
||
KD
Outdoors
|
Waterford
|
Michigan
|
||
Keystone
Country Store
|
Ft.
Loudon
|
Pennsylvania
|
||
Kittery
|
Kittery
|
Maine
|
||
KTL
|
Mississauga
|
Ontario
|
||
La
Boutique De l'Archer Enr. - Peche
|
Riviere-Du-Loup
|
Quebec
|
||
La
Cible - Peche
|
St.
Barbe
|
Quebec
|
||
Le
Centre Du Travailleur Plus - Peche
|
Amos
|
Quebec
|
||
Le
Coureur Des Bois Enr. - Peche
|
L'Annonciation
|
Quebec
|
||
Legends
of Fall Outfitters
|
Tully
|
New
York
|
||
LL
Cote
|
Errol
|
New
Hampshire
|
||
M
& M Sportshop
|
New
Lisbon
|
Wisconsin
|
||
Mahoney's
|
Johnson
City
|
Tennessee
|
||
Mel's
|
Rhinelander
|
Wisconsin
|
||
Michel
Maheu Sport Inc. - Peche
|
Victoriaville
|
Quebec
|
||
Midwestern
Shooters
|
Lomira
|
Wisconsin
|
||
Mike's
Archery
|
St.
Cloud
|
Minnesota
|
||
Miller's
Gun Shop
|
Mill
Hall
|
Pennsylvania
|
||
Mossy
Point
|
Fort
Smith
|
Arkansas
|
||
Nord
Select - Peche
|
Matagami
|
Quebec
|
||
Pacific
Gas & Oil
|
Auburn
|
California
|
||
Pat's
Archery
|
Okmulgee
|
Oklahoma
|
||
Peche
Plus - Peche
|
Val-D'Or
|
Quebec
|
||
Performance
Chasse & Peche Inc. - Peche
|
Repentigny
|
Quebec
|
||
PM
Bearpaw
|
Rice
Lake
|
Wisconsin
|
||
Propac
Des 7 Rivieres Enr. - Peche
|
Port
Cartier
|
Quebec
|
||
Propac
Rive Sud - Peche
|
Ste.
Catherine
|
Quebec
|
||
Propac
Sorel-Tracy - Peche
|
Sorel-Tracy
|
Quebec
|
||
Propac
Terrebonne - Peche
|
Terrebonne
|
Quebec
|
||
Ramakko's
|
Sudbury
|
Ontario
|
||
Reddings
Hardware
|
Gettysburg
|
Pennsylvania
|
||
Renald
Gosselin - Peche
|
Nantes
|
Quebec
|
||
Renaud
Richards Sport Enr. - Peche
|
Thetford
Mines
|
Quebec
|
||
Richland
Shooter's Supply
|
Richland
|
Pennsylvania
|
||
Robfam
- Peche
|
Ville
Marie
|
Quebec
|
||
Royaume
Des Sport - Peche
|
Lac
Des Ecorse
|
Quebec
|
||
Rt.
66 Sporting Goods
|
Shippenville
|
Pennsylvania
|
||
Scott's
Inc.
|
Jay
|
Florida
|
||
Shyda's
|
Lebanon
|
Pennsylvania
|
||
Sierra
Trading Post
|
Cheyenne
|
Wyoming
|
||
Skip's
Sport Shop
|
Grayling
|
Michigan
|
||
Smith's
Sports Store
|
St.
Mary's
|
Pennsylvania
|
||
Sports
Center
|
Natchez
|
Mississippi
|
||
Sportsman's
Warehouse
|
Various
locations
|
Various
locations
|
||
Stoney
Creek
|
Whitecourt
|
Alberta
|
||
Stoney
Rapids
|
Saskatoon
|
Saskatchewan
|
Straight
Arrow
|
Oneida
|
New
York
|
||
Surplus
Du Nord - Peche
|
Lasarre
|
Quebec
|
||
Tackle
Shack
|
Grand
Prairie
|
Alberta
|
||
Tad's
|
Monticello
|
Arkansas
|
||
The
Pitt Stop
|
Pittsburgh
|
Pennsylvania
|
||
Tri-State
Outdoors
|
St.
Francis
|
Kansas
|
||
Veritas
|
Calgary
|
Alberta
|
||
Villemure
Chasse & Peche Inc. - Peche
|
Grand
Mere
|
Quebec
|
||
W.E.
Sell
|
Hanover
|
Pennsylvania
|
||
Walleyedan
|
Lake
Shore
|
Minnesota
|
||
White
Oak
|
Opp
|
Alabama
|
||
White
Sands
|
White
Sands
|
New
Mexico
|
||
Whitetail
Ridge
|
Debolt
|
Alberta
|
||
Woodlands
World
|
Uniontown
|
Pennsylvania
|
DAY
|
|
ACTION
|
1
|
We
receive a purchase order for a certain number of items from a
wholesale
purchaser by hand delivery, fax, courier, or mail, with an authorized
signature of the purchaser. We do not accept telephone orders.
|
|
|
|
|
|
We
contact a raw material supplier to send a certain number of yards
of raw
materials to our sub-manufacturers. Raw materials are ordered
according to
need.
|
|
|
We
contact our sub-manufacturers with the details of the order,
including the
number of units to be produced according to design or model,
size, or
color.
|
|
|
We
complete and forward a purchase order to the manufacturer. The
manufacturer approves or disapproves a purchase order.
|
|
|
|
|
|
|
If
the purchase order is approved, the manufacturer responds with
a final
cost, production schedule and date the goods will be delivered
to us.
|
DAY
|
|
ACTION
|
10
|
Our
sub-manufacturers ship finished goods to us.
|
|
|
|
|
14
|
|
We
receive finished goods, and facilitate turn-around for shipment
to
retailers. Goods are received in our distribution center where
they are
packaged in Master Packs, hang tags attached, and UPC/UCC codes
labels
applied to items for retailer distribution.
|
DAY
|
|
ACTION
|
1
|
We
receive an order for a certain number of items from a wholesale
purchase
by hand delivery, fax, courier, or mail with an authorized signature
of
the purchaser.
|
|
|
|
|
|
We
contact our sub-manufacturers with details of the order, including
the
number of units to be produced according to color combinations.
The
sub-manufacturers then procure the raw materials.
|
|
|
|
|
7
|
Our
sub-manufacturers receive raw materials from suppliers and begin
production.
|
|
|
|
|
25
- 30
|
Within
25-30 days, our sub-manufacturers ship finished goods to us,
pending no
international freight or shipping issues.
|
|
|
|
|
56
- 61
|
|
We
receive finished goods, and facilitates shipment to the buyer.
|
Issue
|
|
Test
Result
|
|
Fabric
Weight
|
0.042
oz./square yard
|
Low
|
|
Fabric
Thickness
|
0.021
inches
|
Thin
|
|
Thermal
Retention
|
Clo
value: 2.0
|
Good
|
|
Air
Permeability (protection from wind)
|
0.01
cubic feet of air/min/ft2 of material (Good)
|
Low
|
|
Moisture
Permeability (protection from water)
|
5
grams/sq. meter/24 hrs. (Good)
|
Low
|
· |
Joseph
Riccelli, our Chief Executive
Officer;
|
· |
Joseph
A. Riccelli, our Vice President;
|
· |
Gregory
P. Domian, Vice President of Sales and Marketing;
and
|
· |
David
Shondeck, our Director of Finance.
|
· |
Anthony
Fonzi, our Chief Financial Officer;
and
|
· |
2
part-time clerical/warehouse
employees.
|
· |
www.floatingswimwear.com;
|
· |
www.maui.net/-welck;
and
|
· |
www.hotshop.at/enlisch/swimc.
|
· |
Welck-em
Floats located in Lahaina, Hawaii;
|
· |
Aqua
Leisure Industries located in Avon, Massachusetts;
and
|
· |
Swim
Coach websites located in the United
Kingdom.
|
· |
North
Face located in San Leandro, California or
www.thenorthface.com;
|
· |
Slumberjack
located in Saint Louis, Missouri or
www.slumberjack.com;
|
· |
Sierra
Designs located in Emeryville,
California;
|
· |
Kelly
Pack, Inc. located in Boulder, Colorado;
and
|
· |
Marmot
Mountain, Ltd. located in Santa Rosa,
California.
|
· |
North
Face located in San Leandro, California or www.thenorthface.com;
|
· |
Slumberjack
located in Saint Louis, Missouri or www.slumberjack.com
|
· |
Sierra
Designs located in Emeryville,
California;
|
· |
Kelly
Pack, Inc. located in Boulder, Colorado;
and
|
· |
Marmot
Mountain, Ltd. located in Santa Rosa,
California.
|
· |
www.zerorestriction.com;
|
· |
www.innerharborshirts.com;
and
|
· |
www.cutterbuckapparel.com.
|
· |
www.zerorestriction.com;
|
· |
cutterbuckapparel.com;
and
|
· |
North
Face located in San Leandro, California or
www.thenorthface.com.
|
· |
Russell
Athletics
|
· |
Scentlock
|
· |
Various
big-box private labels
|
· |
Ice
Clam Corporation
|
· |
Vexilar
|
· |
Mustang
Survival
|
· |
inherent
buoyancy of INSULTEX;
|
· |
low
weight;
|
· |
compactness;
|
· |
water
repellency;
|
·
|
thermal
insulation properties which makes a thinner, more compact, and
warmer
sleeping bag than some of our competitors;
and
|
·
|
having
these multiple advantages.
|
·
|
inherent
buoyancy of INSULTEX which is sewn into our swimsuit and results
in a less
obtrusive swimming experience while still retaining buoyancy in
comparison
to some of our competitors; and
|
·
|
low
weight.
|
·
|
Our
Stadium Pack product has multiple uses by acting as a stadium seat
cushion
or pillow, thermal rain parka, sleeping bag, flotation raft and
double
comforter; and
|
·
|
Our
Stadium Pack product has the advantages of low weight, compactness,
water
repellency, and thermal insulation
properties.
|
· |
low
weight;
|
· |
compactness;
|
· |
water
repellency;
|
·
|
thermal
insulation properties which makes a thinner, more compact product
than
some of our competitors; and
|
·
|
having
these multiple advantages.
|
· |
low
weight;
|
· |
compactness;
|
· |
water
proof;
|
·
|
thermal
insulation properties which makes a thinner more compact and warmer
garment or accessory than some of our
competitors;
|
·
|
competitive
wholesale and retail prices; and
|
·
|
introduction
of a new proprietary technical insulation, i.e. "INSULTEX", to
the hunting
industry that has fewer such technical insulations in use by that
industry; and
|
·
|
scent
barrier.
|
·
|
Low
weight
|
·
|
Waterproof
|
·
|
Windproof
|
·
|
Sub-Zero
Protection
|
·
|
Buoyancy
|
B. |
Utilize
our web site to promote, market, and sell our products to
consumers.
|
C. |
Utilize
professional sales representatives and manufacturer representatives
to
sell our products
to established retailers, especially sporting goods
retailers.
|
D.
|
Utilize
product endorsements from professional athletes and sports figures
to
bolster awareness and image of our products. We currently have
former all
pro national football league player Bill Maas endorsing our hunting
apparel line and Jose Wejebe, professional fisherman, endorsing
our
fishing apparel line. We recently added Mr. Tom Nelson, “The American
Archer”, who is, and has been seen regularly on The Outdoor Channel.
|
· |
Lack
of a broad range of product designs or styles; lack of product
line
depth.
|
· |
Preference
for less insulated sleeping bag.
|
·
|
Lack
of brand name recognition or recognition of the properties of INSULTEX
and
its advantages. We, as well as our products, have little brand
name
recognition compared to our competitors. Our Stadium Pillow products,
as
new products, will especially encounter difficulties in establishing
product recognition. Also, although our products have insulation
properties, the material "down" has a widespread and established
reputation as being the superior insulation in the market, while
the
properties and advantages of INSULTEX has little public
recognition.
|
· |
Lycra
|
We
plan to purchase Lycra from Yasha Fabrics which is located in Los
Angeles,
California. Lycra is an elastic polyurethane fiber or fabric used
especially for close-fitting sports clothing and is used for the
outer
shell and inside lining of our floating swimwear
product.
|
· |
Zippers
|
We
plan to purchase zippers from Barbie International Corporation,
located in
New York, New York.
|
· |
INSULTEX
|
· |
Rip
Stop Nylon
|
· |
Nylon
polyester tricot
|
· |
Compression
sacks
|
· |
New
Products Utilizing the Mossy Oak Brand Camouflage
Pattern
|
· |
INSULTEX
|
· |
Polyester
peached microfiber
|
· |
Rib
knit
|
(1) |
a
declaration that it did not infringe on U.S. Patent No.
6,083,999;
|
(2) |
a
declaration that said patent is invalid and
unenforceable;
|
(3) |
a
declaration that the plaintiffs have not infringed on the INSULTEX
trademark;
|
(4)
|
an
injunction prohibiting any further tortuous interference with the
Company's business and contractual
relations;
|
(5) |
an
injunction prohibiting any further engaging in unfair competition;
and
|
(6)
|
RMF
Global uses new and improved INSULTEX. The new INSULTEX holds a
Korean
Patent No. 04 26429.
|
2006
|
Low
|
High
|
|||||
Fourth
Quarter
|
$
|
.32
|
$
|
.36
|
|||
Third
Quarter
|
$
|
.32
|
$
|
.35
|
|||
Second
Quarter
|
$
|
.32
|
$
|
.35
|
|||
First
Quarter
|
$
|
.33
|
$
|
.36
|
|||
|
|||||||
2005
|
|
|
Low
|
|
|
High
|
|
Fourth
Quarter
|
$
|
.30
|
$
|
.75
|
|||
Third
Quarter
|
$
|
.17
|
$
|
.51
|
|||
Second
Quarter
|
$
|
.13
|
$
|
.58
|
|||
First
Quarter
|
$
|
.20
|
$
|
.80
|
·
|
Deliver,
prior to any transaction involving a penny stock, a disclosure
schedule
prepared by the Securities and Exchange Commission relating to
the penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
|
· |
Disclose
commissions payable to the broker-dealer and its registered
representatives and current bid and offer quotations for the
securities;
|
· |
Send
monthly statements disclosing recent price information pertaining
to the
penny stock held in a customer's account, the account's value and
information regarding the limited market in penny stocks;
and
|
·
|
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement
to the transaction, prior to conducting any penny stock transaction
in the
customer's account.
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding reflected in column (a))
|
|
||||
|
(a)
|
(b)
|
(c)
|
|||||||
Equity
compensation plans approved by security holders
|
$
|
400,000
|
$
|
0.42
|
(2)
|
$
|
180,000
|
(1)
|
(1)
|
The
Company has issued an additional 317,000 shares of its stock to
various
consultants in exchange for past and future services. The weight
average
price per share was $0.2818.
|
||||||||||
(2)
|
Weighted
average price was based on the market value of the shares on or
about the
date the service was performed. Market value of the price per share
ranged
from $2.00 to $0.15 per share over the period of time in which
the various
services were performed.
|
||||||||||
(3)
|
All
stock that has been issued by the Company out of the equity compensation
plan was for the exchange of professional services. No shares were
sold
for cash.
|
Name
|
|
Age
|
|
Position
|
|
Term
|
Joseph
Riccelli
|
56
|
Chief
Executive Officer/Chairman
|
1
year
|
|||
Dean
P. Kolocouris
|
34
|
Director
|
1
year
|
|||
Robert
D. Monsour
|
52
|
Director
|
1
year
|
|||
Anthony
Fonzi
|
58
|
Chief
Financial Officer/Director
|
1
year
|
|||
Joseph
A. Riccelli
|
25
|
Vice
President
|
Not
Applicable
|
Summary
Compensation Chart
|
Annual
Compensation
|
Long-Term
Compensation
|
|||||||||||||||||||||
Name
and Position
|
Year
|
Sales
($)
|
Bonus
($)
|
Other
($)
|
Restricted
($)
|
Stock
Options ($)
|
Awards
($)
|
|||||||||||||||
Joseph
Riccelli
|
2005
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Chief
Executive
|
||||||||||||||||||||||
Officer
Chairman
|
||||||||||||||||||||||
Joseph
Riccelli
|
2006
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Chief
Executive
|
||||||||||||||||||||||
Officer
Chairman
|
||||||||||||||||||||||
Joseph
A. Riccelli
|
2005
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Vice
President
|
||||||||||||||||||||||
Joseph
A. Riccelli
|
2006
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Vice
President
|
ITEM 12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER
MATTERS
|
ITEM 12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
(CONTINUED)
|
Security
Ownership of Management
|
Title
of Class
|
Name
and Address
|
Amount
|
Nature
|
Percent
|
|||||||||||
Common
Stock
|
Joseph
Riccelli
|
10,100,000
|
Direct
|
59.76
|
%
|
||||||||||
Chief
Executive Officer
|
|||||||||||||||
Chairman
of the Board of Directors
|
(1
|
)
|
1,000,000
|
Indirect
|
5.71
|
%
|
|||||||||
142
Loire Valley Drive
|
|
||||||||||||||
Pittsburgh,
PA 15209
|
|
||||||||||||||
|
|
||||||||||||||
Common
Stock
|
Robert
D. Monsour
|
40,500
|
Direct
|
0.24
|
%
|
||||||||||
Director
|
|
||||||||||||||
6131
Saltzburg Road
|
|||||||||||||||
Murrysville,
PA 15668
|
|||||||||||||||
|
|||||||||||||||
Common
Stock
|
Dean
P. Kolocouris
|
27,000
|
Direct
|
0.16
|
%
|
||||||||||
Director
|
|||||||||||||||
120
Timberglen Drive
|
|||||||||||||||
Imperial,
PA 15126
|
|||||||||||||||
|
|||||||||||||||
Common
Stock
|
Anthony
Fonzi
|
20,000
|
Direct
|
0.12
|
%
|
||||||||||
Director/Chief
Financial Officer
|
|||||||||||||||
2912
Bryer-Ridge Ct.
|
|||||||||||||||
Export,
PA 15632
|
|||||||||||||||
|
|||||||||||||||
Common
Stock
|
Gregory
P. Domian
|
||||||||||||||
Vice
President of Sales
|
|||||||||||||||
1929
Main Street
|
|||||||||||||||
Pittsburgh,
PA 15215
|
10,000
|
Direct
|
0.06
|
%
|
|||||||||||
|
|
||||||||||||||
Common
Stock
|
Joseph
A. Riccelli Trust
|
(1
|
)
|
250,000
|
Direct
|
1.48
|
%
|
||||||||
Vice
President
|
|||||||||||||||
223
N. Main Street
|
|||||||||||||||
Apartment
6
|
|||||||||||||||
Pittsburgh,
PA 15215
|
|||||||||||||||
Total
|
|
11,447,500
|
66.25
|
%
|
(1)
|
represents
750,000 shares of common stock held in the Gino Riccelli Trust
and 250,000
shares of common stock held in the Joseph A. Riccelli Trust. Mr.
Joseph
Riccelli is the trustee of both
trusts.
|
·
|
We
lease our executive offices from Riccelli Properties, which is
solely
owned by our Chief Executive Officer, Joseph Riccelli, for which
we pay
$700 per month. RMF Global shares our executive offices rent-free;
and
|
·
|
Our
officers, directors and key consultants have the following family
relationships: (a) Joseph Riccelli, our Chief Executive Officer/Chairman
of the Board, is the father of Joseph A. Riccelli, Vice President
and is
the son of our Chief Executive Officer, Joseph
Riccelli.
|
Exhibit
Number
|
Description
|
|
3.1
|
Certificate
of Incorporation*
|
|
3.2
|
Bylaws*
|
|
4
|
Specimen
Stock Certificate*
|
|
5
|
Opinion
of Hamilton, Lehrer and Dargan, P.A.***
|
|
10.1
|
Agreement
between us and RMF Global, Inc.*
|
|
10.2
|
Exclusive
Agency, Distribution and Marketing Agreement between RMF Global
and Mr.
Ko-Myung Kim.*
|
|
31.1
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
Certification
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of
the Sarbanes-Oxley Act of 2002
|
|
Test
Results from Vartest Lab*
|
||
100
|
Test
Results from Texas Research Institute Austin,
Inc.
|
*
|
Previously
filed as exhibits to Registration Statement on Form SB-2 filed
on March
11, 2003
|
**
|
Previously
filed as exhibits to Registration Statement on Form SB-2 Amendment
2 filed
on July 8, 2003
|
***
|
Previously
filed as exhibit to Registration Statement on Form SB-2 Amendment
3 filed
on August 7, 2003
|
****
|
Previously
filed as exhibit to Registration Statement on Form SB-2 Amendment
4 filed
on September 9, 2003
|
|
||
INNOVATIVE
DESIGNS, INC.
(Registrant)
|
||
|
|
|
Date: August 23, 2007 | By: | /s/ Joseph Riccelli |
Joseph
Riccelli
Chief
Executive Officer
|
Date: August 23, 2007 | By: | /s/ Joseph Riccelli |
Joseph
Riccelli
Chief
Executive Officer
Chairman
of the Board of Directors
|
Date: August 23, 2007 | By: | /s/ Anthony Fonzi |
Anthony
Fonzi
Chief
Financial Officer,
Principle
Accounting Officer,
and
Director
|
Date: August 23, 2007 | By: | /s/ Dean P. Kolocouris |
Dean
P. Kolocouris
Director
|
Date: August 23, 2007 | By: | /s/ Robert D. Monsour |
Robert
D. Monsour
Director
|
Date: August 23, 2007 | By: | /s/ Daniel Rains |
Daniel
Rains
Director
|
2006
|
||||
ASSETS
|
||||
CURRENT
ASSETS:
|
||||
Cash
|
$
|
66,275
|
||
Accounts
receivable
|
283,251
|
|||
Inventory
|
820,413
|
|||
Other
assets
|
11,572
|
|||
Total
current assets
|
1,181,511
|
|||
PROPERTY
AND EQUIPMENT, NET
|
20,497
|
|||
TOTAL
ASSETS
|
$
|
1,202,008
|
||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||
CURRENT
LIABILITIES:
|
||||
Current
liabilities not subject to compromise:
|
||||
Accounts
payable
|
$
|
6,881
|
||
Current
portion of notes payable
|
391,412
|
|||
Accrued
interest expense on debt not subject to compromise
|
62,200
|
|||
Current
liabilities not subject to compromise
|
460,493
|
|||
Current
liabilities subject to compromise:
|
||||
Accounts
payable - related party
|
28,220
|
|||
Current
portion of related party debt
|
111,000
|
|||
Due
to shareholders
|
41,500
|
|||
Accrued
expenses
|
4,925
|
|||
Accrued
liability related to arbitration award
|
4,176,000
|
|||
Deferred
revenue
|
213,781
|
|||
Current
liabilities subject to compromise
|
4,575,426
|
|||
Total
current liabilities
|
5,035,919
|
|||
LONG-TERM
LIABILITIES NOT SUBJECT TO COMPROMISE:
|
||||
Long-term
liabilities not subject to compromise:
|
||||
Long-term
portion of notes payable
|
426,458
|
|||
Total
long term liabilities not subject to compromise
|
426,458
|
|||
TOTAL
LIABILITIES
|
5,462,377
|
|||
STOCKHOLDERS'
DEFICIT:
|
||||
Preferred
stock, $.0001 par value, 100,000,000 shares authorized
|
||||
Common
stock, $.0001 par value, 500,000,000 shares
|
||||
authorized,
16,901,193 and 19,224,291 shares
|
||||
issued
and outstanding, respectively
|
1,691
|
|||
Additional
paid in capital
|
4,971,084
|
|||
Accumulated
deficit
|
(9,233,144
|
)
|
||
Total
stockholders' (deficit)
|
(4,260,369
|
)
|
||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
1,202,008
|
2006
|
2005
|
||||||
REVENUE
|
$
|
78,013
|
$
|
312,486
|
|||
OPERATING
EXPENSES:
|
|||||||
Cost
of sales
|
34,147
|
29,226
|
|||||
Selling,
general and
|
|||||||
administrative
expenses
|
386,286
|
380,583
|
|||||
Arbitration
award
|
4,176,000
|
-
|
|||||
4,596,433
|
409,809
|
||||||
Loss
from operations
|
(4,518,420
|
)
|
(97,323
|
)
|
|||
OTHER
INCOME AND (EXPENSE):
|
|||||||
Grant
revenue
|
-
|
11,138
|
|||||
Reversal
of interest on related party debt
|
395,495
|
-
|
|||||
Interest
expense
|
(77,715
|
)
|
(31,659
|
)
|
|||
Other
expense
|
-
|
(5,000
|
)
|
||||
317,780
|
(25,521
|
)
|
|||||
Net
loss
|
$
|
(4,200,640
|
)
|
$
|
(122,844
|
)
|
|
Per
share information -
|
|||||||
basic
and fully diluted
|
|||||||
Weighted
Average
|
|||||||
Shares
Outstanding
|
18,028,022
|
17,178,135
|
|||||
Net
income (loss)
|
(.23
|
)
|
(0.01
|
)
|
Common
Stock
|
Additional
Paid in
|
Retained
|
||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||
Balance
at October 31, 2004
|
16,903,625
|
$
|
1,691
|
$
|
3,948,259
|
$
|
(4,909,860
|
)
|
$
|
(959,910
|
)
|
|||||
Shares
issued for services
|
317,000
|
32
|
122,118
|
-
|
122,150
|
|||||||||||
Shares
issued for cash
|
77,568
|
7
|
11,953
|
-
|
11,960
|
|||||||||||
|
||||||||||||||||
Shares
returned for nonperformance
|
(33,000
|
)
|
(3
|
)
|
(39,597
|
)
|
-
|
(39,600
|
)
|
|||||||
|
||||||||||||||||
Shares
issued for settlement of portion
of note payable- related
party
|
1,909,098
|
191
|
763,448
|
-
|
763,639
|
|||||||||||
|
||||||||||||||||
Shares
issued for loan fee
|
50,000
|
5
|
7,495
|
7,500
|
||||||||||||
|
||||||||||||||||
Net
loss
|
-
|
-
|
-
|
(122,844
|
)
|
(122,844
|
)
|
|||||||||
|
||||||||||||||||
Balance
at October 31, 2005
|
19,224,291
|
1,923
|
4,813,676
|
(5,032,704
|
)
|
(217,105
|
)
|
|||||||||
|
||||||||||||||||
Shares
issued for services
|
625,000
|
63
|
259,688
|
-
|
259,751
|
|||||||||||
|
||||||||||||||||
Shares
issued for cash
|
611,000
|
61
|
261,059
|
-
|
261,120
|
|||||||||||
|
||||||||||||||||
Shares
returned for nonperformance
of services
|
(1,650,000
|
)
|
(165
|
)
|
(168,035
|
)
|
200
|
(168,000
|
)
|
|||||||
|
||||||||||||||||
Reverse
shares issued for extinguishment
of note payable
|
(1,909,098
|
)
|
(191
|
)
|
(763,448
|
)
|
-
|
(763,639
|
)
|
|||||||
|
||||||||||||||||
Reversal
of license agreement with
RMF Global
|
-
|
-
|
568,144
|
-
|
568,144
|
|||||||||||
|
||||||||||||||||
Net
income
|
-
|
-
|
-
|
(4,200,640
|
)
|
(4,200,640
|
)
|
|||||||||
|
||||||||||||||||
Balance
at October 31, 2006
|
16,901,193
|
$
|
1,691
|
$
|
4,971,084
|
$
|
(9,233,144
|
)
|
$
|
(4,260,369
|
)
|
2006
|
2005
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
Net
(loss)
|
$
|
(4,200,640
|
)
|
$
|
(122,844
|
)
|
|
Adjustments
to reconcile net loss to cash
|
|||||||
(used
in) operating activities:
|
|||||||
Common
stock returned for noncompliance services
|
(168,200
|
)
|
(39,600
|
)
|
|||
Common
stock issued for services
|
259,688
|
122,150
|
|||||
Depreciation
and amortization
|
11,229
|
15,548
|
|||||
Extinguishment
of related party debt
|
(568,144
|
)
|
-
|
||||
Interest
reversed on related party note
|
(395,495
|
)
|
-
|
||||
Interest
added to note payable
|
-
|
22,000
|
|||||
Other
receivables
|
-
|
5,000
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(12,451
|
)
|
(240,383
|
)
|
|||
Inventory
|
(503,707
|
)
|
(30,396
|
)
|
|||
Deposits
|
47,000
|
(47,000
|
)
|
||||
Prepaid
commissions
|
(6,381
|
)
|
-
|
||||
Deferred
financing
|
(7,558
|
)
|
-
|
||||
Accounts
payable
|
(48,563
|
)
|
(83,130
|
)
|
|||
Accounts
payable - related party
|
-
|
28,219
|
|||||
Accrued
expenses
|
3,009
|
(11,680
|
)
|
||||
Accrued
interest on notes payable
|
39,879
|
8,321
|
|||||
Accrued
liability related to arbitration award
|
4,176,000
|
-
|
|||||
Deferred
revenue
|
213,781
|
-
|
|||||
Net
cash (used in) operating activities
|
(1,160,553
|
)
|
(373,795
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchase
of property and equipment
|
-
|
(11,294
|
)
|
||||
Net
cash (used in) investing activities
|
-
|
(11,294
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Payments
on note payable
|
(20,681
|
)
|
(10,344
|
)
|
|||
Payment
on related party note
|
(93,000
|
)
|
(15,000
|
)
|
|||
Payment
of bank line of credit
|
(27,188
|
)
|
-
|
||||
Payment
of shareholder advances
|
(43,000
|
)
|
(5,500
|
)
|
|||
Receipt
of shareholder advances
|
44,000
|
-
|
|||||
Common
stock issued for cash
|
261,059
|
11,960
|
|||||
Proceeds
from bank line of credit
|
253,440
|
-
|
|||||
Proceeds
from loan payable to related party
|
30,000
|
58,000
|
|||||
Proceeds
from notes payable
|
211,620
|
361,023
|
|||||
Reversal
of license agreement with RMF Global
|
568,144
|
-
|
|||||
Net
cash provided by financing activities
|
1,184,394
|
400,139
|
|||||
Net
increase in cash
|
23,841
|
15,050
|
|||||
Cash
- beginning
|
42,434
|
27,384
|
|||||
Cash
- ending
|
$
|
66,275
|
$
|
42,434
|
2006
|
2005
|
||||||
Supplemental
cash flow information:
|
|||||||
Cash
paid for interest
|
$
|
36,891
|
$
|
-
|
|||
Non-cash
investing and financing activities:
|
|||||||
Interest
expense converted to principal
|
$
|
-
|
$
|
22,000
|
|||
Property
and equipment acquired with note payable
|
$
|
-
|
$
|
10,294
|
|||
Settlement
of related party debt for equity
|
$
|
-
|
$
|
763,639
|
|||
Reversal
of interest on extinguishment of debt
|
$
|
395,495
|
$
|
-
|
1. |
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
Equipment
|
7
years
|
|||
Furniture
and fixtures
|
7
years
|
|||
5
years
|
||||
Automobiles
|
5
years
|
1.
|
Clarifies
which interest-only strips and principal-only strips are not subject
to
the requirements of Statement 133;
|
2.
|
Establishes
a requirement to evaluate interests in securitized financial assets
to
identify interests that are freestanding derivatives or that are
hybrid
financial instruments that contain an embedded derivative requiring
bifurcation;
|
3.
|
Clarifies
that concentrations of credit risk in the form of subordination
are not
embedded derivatives; and
|
4.
|
Amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains
to a
beneficial interest other than another derivative financial
instrument.
|
a. |
A
transfer of the servicer’s financial assets that meets the requirements
for sale accounting;
|
b.
|
A
transfer of the servicer’s financial assets to a qualifying
special-purpose entity in a guaranteed mortgage securitization
in which
the transferor retains all of the resulting securities and classifies
them
as either available-for-sale securities or trading securities in
accordance with FASB Statement No. 115, Accounting for Certain
Investments
in Debt and Equity Securities; or
|
c.
|
An
acquisition or assumption of an obligation to service a financial
asset
that does not relate to financial assets of the servicer or its
consolidated affiliates.
|
2. |
PETITION
FOR RELIEF UNDER CHAPTER 11
|
3. |
INVENTORIES
|
4. |
PROPERTY
AND EQUIPMENT
|
2006
|
|||||||
Equipment
|
7
yr.
|
$
|
14,827
|
||||
Furniture
and fixtures
|
7
yr.
|
11,092
|
|||||
Leasehold
improvements
|
5
yr.
|
4,806
|
|||||
Automobile
|
5
yr
|
10,294
|
|||||
41,019
|
|||||||
Less
accumulated depreciation
|
20,522
|
||||||
$
|
20,497
|
5. |
BORROWINGS
|
2006
|
||||
Related
Party Borrowings
|
||||
Loan
Payable - Related party; Riccelli Properties. Loan Payable is non-interest
bearing with no payment terms.
|
$
|
101,000
|
||
Note
Payable - Related party; Bonnie Dake; there are no terms and is
due upon
demand.
|
5,000
|
|||
Note
Payable - Related party; Gregory P. Domian; there are no terms
and is due
upon demand.
|
5,000
|
|||
Total
Related Party Borrowings
|
$
|
111,000
|
||
|
||||
Other
Borrowings
|
||||
Note
Payable - James Kearney; interest is flat
rate of $8,000; principal and interest due and
payable in full at any time after December
10, 2005.
|
$
|
100,000
|
||
|
||||
Loan
payable - Citizens National Bank - due March
26, 2009; interest is 8% per annum; payable
in monthly installments of $193.27.
|
4,558
|
|||
Note
Payable - Redevelopment Authority of Allegheny County; due June
2010;
payable in monthly installments of $290. This is a non- interest
bearing
note.
|
13,023
|
|||
Note
Payable - U.S. Small Business Administration; due December 2035;
payable
in monthly installments of $1,186 including interest at 2.9% per
annum.
|
424,037
|
|||
Subtotal
|
$
|
541,618
|
2006
|
||||
Subtotal
from page 52
|
$
|
541,618
|
||
Loan
Payable - Dean Kolocouris due on or before November 25, 2006; interest
is
10%.
|
20,000
|
|||
Loan
Payable - Daryl Zaontz due on October 14, 2006; interest is 14% per
annum.
|
30,000
|
|||
Loan
Payable - Enterprise Bank line of credit; interest is prime rate
at
2.25%.
|
226,252
|
|||
Total
Other Borrowings
|
$
|
817,870
|
||
Total
Borrowings
|
$
|
928,870
|
||
Less
current portion of Related Party Borrowings
|
(111,000
|
)
|
||
Less
current portion of Other Borrowings
|
(391,412
|
)
|
||
Total
Long-Term Borrowings
|
$
|
426,458
|
Year
Ending October 31,
|
|
Related
Party Borrowings
|
|
Other
Borrowings
|
|
Total
|
||||
2007
|
$
|
111,000
|
$
|
391,412
|
$
|
502,412
|
||||
2008
|
-
|
15,622
|
15,622
|
|||||||
2009
|
-
|
14,092
|
14,092
|
|||||||
2010
|
-
|
13,129
|
13,129
|
|||||||
2011
and thereafter
|
-
|
383,615
|
383,615
|
|||||||
$
|
111,000
|
$
|
817,870
|
$
|
928,870
|
In
July 2005, the Company entered into a loan with a related party
shareholder, Bonnie Dake, for $5,000. The loan has no terms, bears
no
interest and is due upon demand. Accordingly, no interest has been
reflected within the financial statements.
|
6. |
EXCLUSIVE
LICENSING AND MANUFACTURING
AGREEMENT
|
7. |
EQUITY
COMPENSATION PLAN
|
2006
|
|
2005
|
|
2004
|
|||||||||||||||
Shares
|
Weighted
Average Exercise Price
|
Shares
|
Weighted
Average Exercise Price
|
Shares
|
Weighted
Average Exercise Plan
|
||||||||||||||
Outstanding
balance at
|
|||||||||||||||||||
beginning
of year
|
180,000
|
$
|
.42
|
180,000
|
$
|
.42
|
180,000
|
$
|
1.70
|
||||||||||
Granted
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Forfeited/Cancelled
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Outstanding
balance at
|
|||||||||||||||||||
end
of year
|
180,000
|
$
|
.42
|
180,000
|
$
|
.42
|
180,000
|
$
|
1.70
|
The
weighted average exercise price was based on the market value of
the
shares on or about the date services were performed. The market value
of
the price per share ranged from $2.00 to .015 per share over the
period of
time in which the various services were
performed.
|
All
stock that has been issued by the Company out of the Equity Compensation
Plan was for the exchange of professional services. No shares were
sold
for cash.
|
During
2006 through 2005, the Company has issued an additional 317,000 shares
of
its stock, that were not part of the Equity Compensation Plan, to
various
consultants in exchange for past and future services. The weighted
average
price per share was $0.28.
|
8. |
CONCENTRATIONS
|
9. |
GRANT
INCOME
|
10.
|
INCOME
TAXES
|
2006
|
|
2005
|
|||||
Income
tax provision at
|
|||||||
the
federal statutory rate
|
34
|
%
|
34
|
%
|
|||
Effect
of operating losses
|
34
|
%
|
34
|
%
|
|||
-
|
-
|
2006
|
|
2005
|
|||||
Deferred
tax assets
|
$
|
40,851
|
$
|
65,009
|
|||
Less:
valuation allowance
|
(40,851
|
)
|
(65,009
|
)
|
|||
Net
deferred taxes
|
$
|
-
|
$
|
-
|
11.
|
COMMITMENTS
|
12. |
CONTINGENCIES
AND UNCERTAINITIES
|
13.
|
QUARTERLY
FINANCIAL INFORMATION
(UNAUDITED)
|
2006
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Year
|
|||||||||||
Revenue
|
$
|
12,241
|
$
|
7,138
|
$
|
41,330
|
$
|
17,304
|
$
|
78,013
|
||||||
(Loss)
from operations
|
(220,422
|
)
|
(78,466
|
)
|
(66,243
|
)
|
(4,153,289
|
)
|
(4,518,420
|
)
|
||||||
NET
LOSS
|
(224,560
|
)
|
884,684
|
(83,554
|
)
|
(4,777,210
|
)
|
(4,200,640
|
)
|
|||||||
Weighted
average shares outstanding
|
17,667,073
|
18,470,740
|
16,882,552
|
16,901,193
|
18,028,022
|
|||||||||||
Basic
loss per share
|
(0.013
|
)
|
(0.05
|
)
|
(0.00
|
)
|
(0.28
|
)
|
(0.23
|
)
|
2005
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Year
|
|||||||||||
Revenue
|
$
|
15,753
|
$
|
16,512
|
$
|
17,671
|
$
|
262,550
|
$
|
312,486
|
||||||
(Loss)
from operations
|
(163,736
|
)
|
(13,854
|
)
|
(53,631
|
)
|
133,898
|
(
97,323
|
)
|
|||||||
NET
LOSS
|
(165,736
|
)
|
(15,854
|
)
|
(44,293
|
)
|
103,039
|
(122,844
|
)
|
|||||||
Weighted
average shares outstanding
|
16,983,592
|
17,093,353
|
17,312,639
|
17,178,135
|
17,178,135
|
|||||||||||
Basic
loss per share
|
(0.01
|
)
|
(0.001
|
)
|
(0.00
|
)
|
(0.01
|
)
|
(0.01
|
)
|