Delaware
|
20-4378866
|
(State
or Other Jurisdiction of Incorporation
or
Organization)
|
(I.R.S.
Employer Identification No.)
|
1177
High Ridge Road, Stamford, CT
|
06905
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(203)
321-1285
|
(Issuer’s
Telephone Number, Including Area
Code)
|
PART
I - FINANCIAL INFORMATION
|
3
|
|
ITEM
1. FINANCIAL STATEMENTS
|
3
|
|
Balance
Sheets - March 31, 2007
|
3
|
|
Statements
of Operations - March 31, 2007
|
4
|
|
Notes
to Financial Statements
|
7
|
|
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
|
12
|
|
ITEM
3. CONTROLS AND PROCEDURES
|
20
|
|
PART
II. - OTHER INFORMATION
|
21
|
|
ITEM
1. LEGAL PROCEEDINGS
|
21
|
|
ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS
|
21
|
|
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
|
21
|
|
ITEM
4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
|
21
|
|
ITEM
5. OTHER INFORMATION
|
21
|
|
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
|
21
|
|
SIGNATURE
PAGE
|
24
|
|
Exhibit
31.1
|
Section
302 Certification by President, Chief Executive Officer and Interim
Chief
Financial Officer
|
|
Exhibit
32.1
|
Section
906 Certification by President and Chief Executive Officer and
Interim
Chief Financial Officer
|
Cash
|
$
|
13,538
|
||
Total
Current Assets
|
13,538
|
|||
Property
and Equipment - Net
|
2,146
|
|||
Deferred
Finance Costs - Net
|
87,361
|
|||
Total
Assets
|
$
|
103,045
|
||
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
||||
Current
Liabilities:
|
||||
Accrued
Expenses
|
$
|
86,182
|
||
Accrued
Interest
|
44,694
|
|||
Accrued
Liquidated Damages
|
106,667
|
|||
Total
Current Liabilities
|
237,543
|
|||
Long
Term Debt:
|
||||
7%
Convertible Debentures
|
500,000
|
|||
Total
Liabilities
|
737,543
|
|||
Commitments
and Contingencies
|
||||
Stockholders’
Deficiency:
|
||||
Preferred
Stock, $.0001 par value; 10,000,000 shares authorized,
|
||||
none
issued and outstanding
|
||||
Common
Stock, $.0001 par value; 250,000,000 shares authorized,
|
||||
16,761,597
issued and outstanding
|
1,676
|
|||
Additional
Paid in Capital
|
100,934
|
|||
Deficit
Accumulated During the Development Stage
|
(737,011
|
)
|
||
Subscriptions
Receivable
|
(
97
|
)
|
||
Total
Stockholders’ Deficiency
|
(
634,498
|
)
|
||
Total
Liabilities and Stockholders’ Deficiency
|
$
|
103,045
|
For
the Three
Months
Ended
March
31, 2007
|
For
the Nine
Months
Ended
March
31, 2007
|
For
the Period December 15, 2005(Inception) to March 31,
2007
|
||||||||
Net
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Costs
and Expenses:
|
||||||||||
Officer’s
Compensation
|
45,000
|
135,000
|
195,000
|
|||||||
Software
Development
|
42,553
|
124,553
|
172,123
|
|||||||
Other
General and Administrative Expenses
|
33,335
|
74,079
|
120,887 | |||||||
Total
Costs and Expenses
|
120,888
|
333,632
|
488,010
|
|||||||
Loss
from Operations before Other Expense
|
(
120,888
|
)
|
(
333,632
|
)
|
(488,010
|
)
|
||||
Other
Expenses:
|
||||||||||
Interest
Expense
|
(
35,775
|
)
|
(
103,275
|
)
|
(142,334
|
)
|
||||
Liquidated
Damages
|
(
30,000
|
)
|
(
90,000
|
)
|
(106,667
|
)
|
||||
Total
Other Expenses
|
(
65,775
|
)
|
(
193,275
|
)
|
(249,001
|
)
|
||||
Net
Loss
|
$
|
(
186,663
|
)
|
$
|
(
526,907
|
)
|
$
|
(737,011
|
)
|
|
Weighted
Average Common Shares
|
||||||||||
Outstanding
- Basic and Diluted
|
16,761,597
|
16,551,391
|
||||||||
Net
Loss Per Common Share
|
$
|
(
0.01
|
)
|
$
|
(
0.03
|
)
|
For
the Three
Months
Ended
March
31, 2007
|
For
the Nine
Months
Ended
March
31, 2007
|
For
the Period
December
15, 2005
(Inception)
to
March
31, 2007
|
||||||||
Cash
Flows from Operating Activities:
|
||||||||||
Net
Loss
|
$
|
(
186,663
|
)
|
$
|
(
526,907
|
)
|
$
|
(737,011
|
)
|
|
Adjustmeents
to Reconcile Net Losses to
|
||||||||||
Net
Cash (Used) in Operating Activities:
|
||||||||||
Amortization
of Deferred Finance Costs
|
23,125
|
69,375
|
97,639
|
|||||||
Depreciation
Expense
|
239
|
716
|
716
|
|||||||
Common
Stock Issued for Software
|
||||||||||
Development
|
-
|
-
|
970
|
|||||||
Changes
in Assets and Liabilities:
|
||||||||||
Increase
in Stock Subscription Receivable
|
-
|
-
|
(
97
|
)
|
||||||
Increase
in Accrued Expenses
|
37,755
|
68,495
|
86,182
|
|||||||
Increase
in Accrued Interest
|
12,649
|
33,899
|
44,694
|
|||||||
Increase
in Accrued Liquidated Damages
|
30,000
|
90,000
|
106,667
|
|||||||
Net
Cash (Used) in Operating Activities
|
(
82,895
|
)
|
(
264,422
|
)
|
(400,240
|
)
|
||||
Cash
Flows from Investing Activities:
|
||||||||||
Purchase
of Equipment
|
-
|
(
2,862
|
)
|
(
2,862
|
)
|
|||||
Net
Cash Used by Investing Activities
|
-
|
(
2,862
|
)
|
(
2,862
|
)
|
|||||
Cash
flows from Financing Activities:
|
||||||||||
Proceeds
of Issuance of 7% Convertible
|
||||||||||
Debentures
|
-
|
-
|
500,000
|
|||||||
Payments
of Deferred Finance Costs
|
-
|
-
|
(185,000
|
)
|
||||||
Proceeds
from Collection of
|
||||||||||
Subscriptions
Receivable
|
-
|
354
|
-
|
|||||||
Proceeds
from Issuance of Common
|
||||||||||
Stock
|
-
|
56,189
|
106,640
|
|||||||
Expense
on Sale of Common Stock
|
-
|
-
|
(
5,000
|
)
|
||||||
Net
Cash Provided by Financial Activities
|
-
|
56,543
|
416,640
|
|||||||
Increase
(Decrease) in Cash
|
(
82,895
|
)
|
(
210,741
|
)
|
13,538
|
|||||
Cash
- Beginning of Period
|
96,433
|
224,279
|
-
|
|||||||
Cash
- End of Period
|
$
|
13,538
|
$
|
13,538
|
$
|
13,538
|
For
the Three
Months
Ended
March
31, 2007
|
For
the Nine
Months
Ended
March
31, 2007
|
For
the Period
December
15, 2005
(Inception)
to
March
31, 2007
|
||||||||
Supplemental
Cash Flow Informaiton:
|
||||||||||
Cash
Paid for Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Cash
Paid for Income Taxes
|
$
|
-
|
$
|
-
|
$
|
250
|
||||
Supplemental
Non-Cash Financing Activities:
|
||||||||||
Subscription
Receivable on Sale of
|
||||||||||
Common
Stock
|
$
|
-
|
$
|
-
|
$
|
451
|
·
|
Development
of products that maintain a technological advantage over the products
of
our competitors;
|
·
|
Accurate
prediction of market requirements and evolving standards and other
requirements;
|
·
|
Timely
completion and introduction of new products that satisfy customer
requirements.
|
·
|
Currency
exchange rate fluctuations,
|
·
|
Political
and economic instability,
|
·
|
Issues
arising from cultural or language differences and labor
unrest,
|
·
|
Longer
payment cycles and greater difficulty in collecting accounts receivable,
and
|
·
|
Compliance
with trade and other laws in a variety of
jurisdictions.
|
·
|
We
may replace product or otherwise compensate customers for costs incurred
or damages caused by defective or incompatible product,
and
|
·
|
We
may encounter adverse publicity, which could cause a decrease in
sales of
our products.
|
·
|
Difficulties
in integrating the operations, technologies and products of the acquired
companies,
|
·
|
Increasing
capital expenditures to upgrade and maintain
facilities,
|
·
|
Increasing
debt to finance any acquisition,
|
·
|
Diverting
management’s attention from normal daily
operations,
|
·
|
Managing
larger operations and facilities and employees in separate geographic
areas, and
|
·
|
Hiring
and retaining key employees.
|
·
|
With
a price of less than $5.00 per
share;
|
·
|
That
are not traded on a “recognized” national
exchange;
|
·
|
Whose
prices are not quoted on a NASDAQ automated quotation system
(NASDAQ-listed stock must still have a price of not less than $5.00
per
share); or
|
·
|
Stock
in issuers with net tangible assets less than $2,000,000 (if the
issuer
has been in continuous operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average
revenues of less than $6,000,000 for the last three
years.
|
a.
|
Exhibits
pursuant to Regulation S-K:
|
DESIGNATION
OF EXHIBIT AS SET FORTH IN ITEM 601 OF REGULATION
S-B
|
DESCRIPTION
|
LOCATION
|
|||
3.1 |
Articles
of Incorporation |
Incorporated
by Reference to the Registration Statement on Form SB-2 filed on
November
13, 2006 (File No. 333-138625). |
|||
3.2 |
Bylaws |
Incorporated
by Reference to the Registration Statement on Form SB-2 filed on
November
13, 2006 (File No. 333-138625). |
|||
4.1
|
Securities
Purchase Agreement dated March 10, 2006 by and between the Company
and
Alpha Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna
Enterprises Corp., and CMS Capital
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
4.2
|
7%
Convertible Debenture dated March 10, 2006 issued to Alpha Capital
Aktiengesellschaft
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
4.3
|
Registration
Rights Agreement dated March 10, 2006 by and between the Company
and Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
4.4
|
Security
Agreement dated March 10, 2006 by and between the Company and Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital and Michael Hartstein, as collateral
agent
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
4.5
|
Collateral
Agent Agreement dated March 10, 2006 by and between the Company and
Alpha
Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
Corp., and CMS Capital and Michael Hartstein, as collateral
agent
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No.
333-138625).
|
DESIGNATION
OF EXHIBIT AS SET FORTH IN ITEM 601 OF REGULATION
S-B
|
DESCRIPTION
|
LOCATION
|
|||
4.6
|
7%
Convertible Debenture dated March 10, 2006
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
4.7
|
7%
Convertible Debenture dated March 10, 2006
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
4.8
|
7%
Convertible Debenture dated March 10, 2006
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
10.1
|
Asset
Purchase Agreement by and between Isidore Sobkowski and the Company
dated
March 6, 2006
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
10.2
|
Voting
Agreement by and between Michael Hartstein, Solomon Lax and Isidore
Sobkowski
|
Incorporated
by Reference to Amendment No. 1 to the Registration Statement on
Form SB-2
filed on December 27, 2006 (File No. 333-138625).
|
|||
31.1
|
Certification
of President and Chief Executive Officer (one person) pursuant to
Rule
13a-14(a)/15d-14(a) of the Exchange Act
|
Provided
Herewith
|
|||
32.1
|
Certification
of President and Chief Executive Officer (one person) pursuant to
18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
Provided
Herewith
|
APRECIA,
INC.
|
|
May
21, 2007
|
By: /s/
Isidore Sobkowski
|
Isidore
Sobkowski, President, Chief Executive Officer and Interim Chief Financial
Officer
|
|