10QSB 1 efc6-2162_5914940form10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________________________ to ____________________________________
Commission File No. Name of Registrant or Co-Registrant in Charter IRS Employer Number ------------------- ---------------------------------------------- ------------------- 000-51150 ALDABRA ACQUISITION CORPORATION 20-1918691 (Exact Name of Registrant as Specified in Its Charter)
Delaware -------------------------------------------------------------------------------- (State or other Jurisdiction of Incorporation or organization of Registrant and Co-Registrants) c/o Terrapin Partners, LLC, Rockefeller Center, 620 Fifth Avenue, 10020 3rd Floor New York, New York -------------------------------------------------------------------------------- (Address of Principal Executive Offices of Registrant) (Zip Code) Registrant's Telephone number, including Area Code: (212) 332-3555 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_| As of August 14, 2006, 11,2000,000 shares of common stock, par value $.0001 per share, were issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes |_| No |X| ALDABRA ACQUISITION CORPORATION QUARTER ENDED JUNE 30, 2006 TABLE OF CONTENTS ----------------------
Page PART I. FINANCIAL INFORMATION..........................................................................................1 ITEM 1. FINANCIAL STATEMENTS................................................................................1 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........................................9 ITEM 3. DISCLOSURE CONTROLS AND PROCEDURES..................................................................9 PART II. OTHER INFORMATION.............................................................................................10 ITEM 1. LEGAL PROCEEDINGS..................................................................................10 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS........................................10 ITEM 3. DEFAULTS UPON SENIOR SECURITIES....................................................................10 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................11 ITEM 5. OTHER INFORMATION..................................................................................11 ITEM 6. EXHIBITS:..........................................................................................11 SIGNATURES...............................................................................................................12 EXHIBITS EXHIBIT 31 CERTIFICATION OF JASON WEISS.................................................................E-1 EXHIBIT 32 CERTIFICATION OF JASON WEISS.................................................................E-2
i Aldabra Acquisition Corporation (a corporation in the development stage) Condensed Balance Sheet PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS. June 30, 2006 (unaudited) December 31, 2005 ------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $100,498 $735,354 Investments held in Trust Account (Note 3) 51,588,884 50,700,580 Prepaid expenses 18,910 22,524 ------------------------------------------------------------------------------------------------------------------------- Total current assets 51,708,292 51,458,458 Deferred tax asset 322,477 205,612 Total assets $52,030,769 $51,664,070 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accrued expenses $348,857 $46,000 Capital and income taxes payable 34,608 154,149 Deferred Trust income 451,159 273,500 ------------------------------------------------------------------------------------------------------------------------- Total liabilities 834,624 473,649 ------------------------------------------------------------------------------------------------------------------------- Common stock, subject to possible conversion, 1,839,080 shares at conversion value (Note 4) 9,862,266 9,862,266 ------------------------------------------------------------------------------------------------------------------------- Commitment Stockholders' equity (Notes 2, 3 and 4) Preferred stock, $.0001 par value, Authorized 1,000,000 shares; none issued -- -- Common stock, $.0001 par value Authorized 35,000,000 shares Issued and outstanding 11,200,000 shares (which includes 1,839,080 subject to possible 1,120 1,120 conversion) and 2,000,000 respectively Additional paid-in capital 41,033.303 40,996,589 Income accumulated during the development stage 299,456 330,446 ------------------------------------------------------------------------------------------------------------------------- Total stockholders' equity 41,333,879 41,328,155 ------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $52,030,769 $51,664,070 =========================================================================================================================
See Notes to Condensed Financial Statements. 1 Aldabra Acquisition Corporation (a corporation in the development stage) Condensed Statement of Operations (unaudited)
For the Period For the Three For the Three For the Six For the Six Months from November 22, Months Ended Months Ended Months Ended Ended June 30, 2004 (inception) to June 30, 2006 June 30, 2005 June 30, 2006 2005 June 30, 2006 ------------------------------------------------------------------------------------------------------------------------------------ Income: Interest income $333,137 $309,436 $725,130 $404,993 $1,845,272 -------------- ------------- ------------- ------------------ ------------------- Expenses: Professional fees 468,465 20,393 494,343 23,638 716,627 Franchise and capital taxes 10,375 5,423 20,750 20,125 62,839 Travel 14,674 15,853 26,015 15,853 114,034 Rent and office 31,941 27,294 63,628 37,744 152,879 Insurance 23,145 23,362 47,472 31,326 126,052 Other formation and operation costs - - - 525 1,625 -------------- ------------- ------------- ------------------ ------------------- Total Expenses 548,600 92,325 652,208 129,211 1,174,056 Income (loss) before taxes (215,463) 217,111 72,922 275,782 671,216 Provision for income taxes (24,502) 103,069 103,912 121,219 371,760 -------------- ------------- ------------- ------------------ ------------------- Net (loss) income $ (190,961) $114,042 $ (30,990) $154,563 $299,456 ============== ============= ============= ================== =================== Net (loss) income per share basic and diluted $ (0.02) $0.01 $ (0.00) $0.02 $0.03 Weighted average shares outstanding 11,200,000 11,200,000 11,200,000 8,758,011 9,817,747 ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Condensed Financial Statements 2 Aldabra Acquisition Corporation (a corporation in the development stage) Condensed Statement of Stockholders' Equity
Income (Deficit) Accumulated During the Common Stock Addition paid- Development Shares Amount in capital Stage Total ----------------------------- ---------------- ----------------- ----------------- Sale of 2,000,000 shares of common 2,000,000 $200 $24,800 $-- $25,000 stock to initial stockholders on November 22, 2004 at $.0125 per share, as adjusted (Note 4) Net Loss for the period -- -- -- (1,100) (1,100) ------------- --------------- ---------------- ----------------- ----------------- Balance at December 31, 2004 2,000,000 $200 $24,800 $(1,100) $23,900 Unaudited: Sale of 9,200,000 units, net of 9,200,000 920 50,834,055 -- 50,834,975 underwriters' discount and offering expenses (includes 1,839,080 shares subject to possible conversion) Proceeds subject to possible conversion of 1,839,080 shares -- -- (9,862,266) -- (9,862,266) Net income for the period -- -- -- 331,545 331,545 ------------- --------------- ---------------- ----------------- ----------------- Balance, December 31, 2005 11,200,000 $1,120 $40,996,589 $330,446 $41,328,155 Unaudited: Additional capital contributed -- -- 36,714 -- 36,714 Net Loss for the period (30,990) (30,990) ------------- --------------- ---------------- ----------------- ----------------- Balance, June 30, 2006 11,200,000 $1,120 $41,033,303 $299,456 $41,333,879 ============= =============== ================ ================= =================
See Notes to Condensed Financial Statements. 3 Aldabra Acquisition Corporation (a corporation in the development stage) Condensed Statement of Cash Flows (unaudited)
For the Six For the period from For the Six Months Ended November 22, 2004 Months Ended June (inception) to June 30, 2006 30, 2005 June 30, 2006 --------------------------------------------------------------------------------------------------------------------------------- Cash flow from operating activities Net (loss) income $ (30,990) $154,563 $299,456 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on treasury bills held in Trust (888,304) (490,777) (2,252,884) Increase in deferred tax asset (116,865) (322,477) (Decrease) Increase in capital and income taxes payable (119,541) 141,344 34,608 Increase in deferred interest 177,659 98,274 451,159 Decrease (Increase) in prepaid expenses 3,614 (73,944) (18,910) Increase in accrued expenses 302,857 10,600 348,857 --------------------------------------------------------------------------------------------------------------------------------- Net cash used in operating activities (671,570) (159,940) (1,460,191) --------------------------------------------------------------------------------------------------------------------------------- Cash flows from Investing Activities Cash placed into Trust Fund -- (49,336,000) (49,336,000) --------------------------------------------------------------------------------------------------------------------------------- Cash flows from financing activities Proceeds from notes payable, stockholders -- -- 70,000 Repayment of notes payable, stockholders -- (70,000) (70,000) Additional capital contribution 36,714 -- 36,714 Proceeds from sale of shares of common stock -- 55,200,000 55,225,000 Payment of costs of public offering -- (4,250,179) (4,365,025) --------------------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 36,714 50,879,821 50,896,689 --------------------------------------------------------------------------------------------------------------------------------- Net (decrease) increase in cash (634,856) 1,383,881 100,498 Cash at beginning of the period 735,354 11,095 -- --------------------------------------------------------------------------------------------------------------------------------- Cash at the end of the period $100,498 $1,394,976 $100,498 ---------------------------------------------------------------------------------------------------------------------------------
See Notes to Condensed Financial Statements. 4 Aldabra Acquisition Corporation (a corporation in the development stage) Notes to Unaudited Financial Statements 1. Basis of Presentation The financial statements at June 30, 2006 and for the periods ended June 30, 2006 and 2005 are unaudited. In the opinion of management, all adjustments (consisting of normal accruals) have been made that are necessary to present fairly the financial position of Aldabra Acquisition Corporation (the "Company") as of June 30, 2006 and the results of its operations and its cash flow for the periods ended June 30, 2006 and 2005. Operating results for the interim period presented are not necessarily indicative of the results to be expected for a full year. The December 31, 2005 balance sheet is derived from the audited financial statements. The statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements that were included in the Company's Annual Report on Form 10-KSB for the period ended December 31, 2005. 2. Organization and Business Aldabra Acquisition Corporation is a blank Operations check company formed on November 22, 2004 to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business such as the one described in Note 5 below ("Business Combination"). Aldabra is not presently engaged in, and will not engage in, any substantive commercial business until the consummation of the business combination with GLDD. The Company's Amended and Restated Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Offering, or 24 months from the consummation of the Offering if certain extension criteria have been satisfied. The merger agreement described in Note 5 satisfies such extension criteria. However, if the merger is not consummated before February 24, 5 2007 (24 months from the consummation of the Offering) the Company will be liquidated. There is no assurance that the Company will be able to successfully effect a Business Combination during this period. This factor raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements are prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including assets deposited in the Trust Account described in Note 3 below) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units sold in the Offering discussed in Note 3). 3. Initial Public Offering The registration statement for the Company's initial public offering ("Offering") was declared effective February 17, 2005. On February 24, 2005, the Company sold 8,000,000 units ("Units") in the Offering and received net proceeds of approximately $44,139,000. On February 25, 2005, the Company sold an additional 1,200,000 Units pursuant to the underwriters' over-allotment option and received net proceeds of approximately $6,696,000. Each Unit consists of one share of the Company's common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants ("Warrants"). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing after the completion of a Business Combination and expiring on February 16, 2009. The Warrants will be redeemable at a price of $.01 per Warrant upon 30 days' notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which notice of redemption is given. The Company's management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to 6 be generally applied toward consummating a Business Combination. An amount of approximately $49,336,000 of the net proceeds was placed in an interest-bearing trust account ("Trust Account") until the earlier of (i) the consummation of a Business Combination or (ii) liquidation of the Company. Under the agreement governing the Trust Account, funds will only be invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. At June 30, 2006, the value of the Trust Account amounted to approximately $51,588,900. The remaining net proceeds (not held in the Trust Fund) may be used to pay for business, legal and accounting due diligence on prospective acquisitions, general and administrative expenses and corporate income and franchise taxes. 4. Common Stock On January 27, 2005, the Company's Board of Directors authorized a stock dividend of one share of common stock for each outstanding share of common stock. In addition, on January 27, 2005, the Company's Board of Directors approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock to 35,000,000. All references in the accompanying financial statements to the numbers of shares have been retroactively restated to reflect these transactions. As of June 30, 2006, 1,839,080 shares of common stock were reserved for issuance upon exercise of redeemable warrants. 7 5. Business Combination On June 20, 2006, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among GLDD Acquisition Corp., a Delaware corporation ("GLDD"), the Company, Aldabra Merger Sub, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of the Company ("Merger Sub") and certain representatives named therein. GLDD is the parent company of Great Lakes Dredge & Dock Corporation ("Great Lakes") and both entities are affiliates of Madison Dearborn Partners, LLC, a Chicago, Illinois-based private equity fund. Pursuant to the Merger Agreement, GLDD will merge with and into Merger Sub (the "Merger"), with Merger Sub continuing after the Merger as the surviving corporation and GLDD's stockholders receiving common stock of the Company. The Company will then merge into an indirect wholly-owned subsidiary and, in connection with this subsequent merger, the Company's stockholders (including the former GLDD's stockholders) will receive stock in a new holding company, which will shortly after closing be renamed Great Lakes Dredge & Dock Corporation. The available cash of the Company (including the cash in the Trust Account) will be used to pay down GLDD's debt. The transaction has been approved by the boards of both the Company and GLDD, but is subject to customary closing conditions, including review under the Hart-Scott-Rodino Act. The consummation of the transaction with GLDD is also conditioned on the approval by the Company's shareholders. All of the Company's stockholders prior to the Offering, including all of the officers and directors of the Company ("Initial Stockholders"), have agreed to vote their 2,000,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company ("Public Stockholders") with respect to any Business Combination, including the merger with GLDD. Under the Company's Amended and Restated Certificate of Incorporation, any Public Stockholder who votes against the Business Combination may demand that the Company convert his or her shares into a pro rata share of the Trust Account. However, in the event that stockholders owning 20% or more of the shares sold in the Offering vote against the Business Combination and demand the conversion of their shares into cash, the Business Combination will not be consummated. Shares will 8 only be converted into cash if the proposed Business Combination is consummated. The per share conversion price will equal the amount in the Trust Account as of two days prior to the consummation of the proposed Business Combination divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders. Accordingly, a portion of the net proceeds from the offering (19.99% of the amount originally held in the Trust Account) has been classified as common stock subject to possible conversion in the accompanying June 30, 2006 balance sheet and 19.99% of the related interest earned on the Treasury Bill has been recorded as deferred interest. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the Company's Consolidated Financial Statements and footnotes thereto contained in this report. Forward Looking Statements The statements discussed in this Report include forward looking statements that involve risks and uncertainties, including the timely delivery and acceptance of the Company's products and the other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. Results of Operations Aldabra was formed on November 22, 2004. For the three months ended June 30, 2006, we had a net loss of approximately $191,000, derived from interest income less operating expenses, compared with net income for the three months ended June 30, 2005 of approximately $114,000, derived from interest income less operating expenses. For the six months ended June 30, 2006, we had a net loss of approximately $31,000, derived from interest income less operating expenses, compared with net income for the six months ended June 30, 2005 of approximately $154,600 derived from interest income less operating expenses. For the period from November 22, 2004 (inception) through June 30, 2006, Aldabra had net income of $299,456, derived from interest income less operating expenses. For such period, interest accrued on the trust fund was $1,801,800 and other interest income was $42,800. Operating expenses for such period were $817,800 and consisted primarily of $126,100 for director and officer liability and other insurance, $122,900 for a monthly administrative services fee, $411,800 for professional fees, and $157,000 for travel and other expenses. Aldabra consummated its initial public offering on February 24, 2005. On February 25, 2005, Aldabra consummated the closing of an additional 1,200,000 units that were subject to the underwriters' over-allotment option. Gross proceeds from Aldabra's initial public offering were $55,200,000. Aldabra paid a total of approximately $3,864,000 in underwriting discounts and commissions, and approximately $501,000 was paid for costs and expenses related to the offering. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to Aldabra from the offering were approximately $50,835,000, of which approximately $49,336,000 was deposited into the trust account (or $5.36 per share sold in the offering). The remaining proceeds are available to be used by Aldabra to provide for business, legal and accounting due diligence on prospective acquisitions and general and administrative expenses, and corporate income and franchise taxes. Through June 30, 2006, Aldabra has used $1,398,500 of the net proceeds that were not deposited into the trust fund to pay such expenses and taxes. Aldabra intends to use substantially all of the net proceeds of the offering to acquire GLDD. If the Great Lakes merger is approved, Aldabra common stock will be used as consideration to effect the business combination with GLDD. The proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business. Aldabra believes it will have sufficient available funds outside of the Trust Account or, if necessary, that Nathan Leight and Jason Weiss or their affiliates will advance it sufficient funds to operate through February 24, 2007, assuming that a business combination is not consummated during that time. However, Aldabra may need to raise additional funds through a private offering of debt securities if such funds are required to consummate a business combination that is presented to it. Off-Balance Sheet Arrangements Options and warrants issued in conjunction with Aldabra's initial public offering are equity linked derivatives and accordingly represent off-balance sheet arrangements. The options and warrants meet the scope exception in paragraph 11(a) of Financial Accounting Standard (FAS) 133 and are accordingly not accounted for as derivatives for purposes of FAS 133, but instead are accounted for as equity. See Footnote 2 to Aldabra's audited financial statements included in this proxy statement/prospectus for more information. ITEM 3. DISCLOSURE CONTROLS AND PROCEDURES. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is 10 accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2006. His evaluation was carried out with the participation of other members of our management. Based upon their evaluation, he concluded that our disclosure controls and procedures were effective. Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. During the most recently completed fiscal quarter, there has been no significant change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Not Applicable. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (a) On February 24, 2005, we consummated our initial public offering of 8,000,000 Units, with each unit consisting of one share of our common stock and two warrants, each to purchase one share of our common stock at an exercise price of $5.00 per share. On February 25, 2005, we closed on an additional 1,200,000 units that were subject to the underwriters' over-allotment option. The units were sold at an offering price of $6.00 per unit, generating total gross proceeds of $55,200,000. Morgan Joseph & Co. Inc. acted as the sole book running manager and EarlyBirdCapital, Inc. acted as a co-manager. The securities sold in the offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-121610). The Securities and Exchange Commission declared the registration statement effective on February 17, 2005. We paid a total of approximately $3,864,000 in underwriting discounts and commissions, and approximately $501,000 was paid for costs and expenses related to the offering. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering were approximately $50,835,000, of which approximately $49,336,000 was deposited into a Trust Account (or $5.36 per share sold in the offering) and the remaining proceeds are available to be used to provide for business, legal and accounting due diligence on prospective business combinations, general and administrative expenses and corporate income and franchise taxes. (b) Not Applicable (applies only to new registrants) (c) Not Applicable (share repurchases) Item 3. Defaults Upon Senior Securities. 11 None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits: (a) Exhibits: 10.1- Agreement and Plan of Merger by and among GLDD Acquisition Corp., the Registrant, Aldabra Merger Sub L.L.C. and certain representatives named therein, filed as an exhibit to the Current Report on Form 8- K filed on June 20, 2006. 31- Section 302 Certification by CEO 32- Section 906 Certification by CEO 12 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ALDABRA ACQUISITION CORPORATION Dated: August 14, 2006 /s/ Jason Weiss --------------------------- Jason Weiss Chief Executive Officer 13