-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Du+oxLcKhJPbz8vkyGE3PNi/XSQi+azbphkfYIJcGxph/AuYfvYcy76enYFSxQdt Lrgd1Fxd7wGJYZ4SrQNCBQ== 0000016590-06-000006.txt : 20060811 0000016590-06-000006.hdr.sgml : 20060811 20060811164956 ACCESSION NUMBER: 0000016590-06-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060701 FILED AS OF DATE: 20060811 DATE AS OF CHANGE: 20060811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBEX CORP CENTRAL INDEX KEY: 0000016590 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042442959 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-06933 FILM NUMBER: 061025668 BUSINESS ADDRESS: STREET 1: 115 FLANDERS ROAD CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 508-983-1200 MAIL ADDRESS: STREET 1: 115 FLANDERS ROAD STREET 2: . CITY: WESTBOROUGH STATE: MA ZIP: 01581 FORMER COMPANY: FORMER CONFORMED NAME: CAMBRIDGE MEMORIES INC DATE OF NAME CHANGE: 19801204 10QSB 1 doc10qsb.txt FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the Quarter Ended: July 1, 2006 Commission File No: 0-6933 CAMBEX CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04-244-2959 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 115 Flanders Road, Westborough, Massachusetts (Address of principal executive offices) 01581 (Zip Code) Registrant's telephone number, including area code: (508) 983-1200 Indicate by "X" 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 the number of shares outstanding of each of the issuer's classes of stock, As of the latest practicable date. Class Outstanding as of July 1, 2006 Preferred 98,223 shares Common 23,294,058 shares Part I. FINANCIAL INFORMATION Item 1. Financial Statements CAMBEX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JULY 1, 2006 AND DECEMBER 31, 2005 ASSETS JULY 1, DECEMBER 31, 2006 2005 (unaudited) (audited) CURRENT ASSETS: CASH AND CASH EQUIVALENTS $ 141,587 $ 326,747 ACCOUNTS RECEIVABLE, Less Reserves of $26,000 in 2006 And $29,000 in 2005 326,765 175,141 INVENTORIES 102,665 154,121 PREPAID EXPENSES 29,501 57,648 TOTAL CURRENT ASSETS $ 600,518 $ 713,657 PROPERTY AND EQUIPMENT, at cost: MACHINERY AND EQUIPMENT $ 422,468 $ 422,468 FURNITURE AND FIXTURES 14,186 14,186 $ 436,654 $ 436,654 LESS - ACCUMULATED DEPRECIATION AND AMORTIZATION 432,654 431,654 NET PROPERTY AND EQUIPMENT $ 4,000 $ 5,000 TOTAL ASSETS $ 604,518 $ 718,657 2 CONSOLIDATED BALANCE SHEETS JULY 1, 2006 AND DECEMBER 31, 2005 LIABILITIES AND STOCKHOLDERS' INVESTMENT JULY 1, DECEMBER 31, 2006 2005 (unaudited) (audited) CURRENT LIABILITIES: LOAN AGREEMENT $ - $ 967,219 NOTES PAYABLE 434,643 464,643 ACCOUNTS PAYABLE 168,826 154,918 OTHER LIABILITIES 1,177,621 1,188,828 ACCRUED EXPENSES 1,777,101 1,604,386 TOTAL CURRENT LIABILITIES $ 3,558,191 $ 4,379,994 STOCKHOLDERS' INVESTMENT (Note 5): PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE AUTHORIZED - 3,000,000 SHARES SERIES A - ISSUED - 98,223 shares $ 98,223 $ 98,223 SERIES B - ISSUED - 37,240 shares in 2005 - 37,240 COMMON STOCK, $ .10 PAR VALUE PER SHARE AUTHORIZED - 25,000,000 SHARES ISSUED AND OUTSTANDING - 23,294,058 shares in 2006 and 22,742,162 shares in 2005 2,329,406 2,274,216 CAPITAL IN EXCESS OF PAR VALUE 19,846,252 19,864,202 RETAINED EARNINGS (DEFICIT) (25,227,554) (25,935,218) TOTAL STOCKHOLDERS' INVESTMENT $ (2,953,673) $ (3,661,337) TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 604,518 $ 718,657 3 CAMBEX CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JULY 1, 2006 AND JULY 2, 2005 For the Quarter Ended For the Six Months Ended July 1, July 2, July 1, July 2, 2006 2005 2006 2005 REVENUES $ 580,860 $ 808,463 $1,887,509 $ 1,516,257 COST OF SALES 102,426 125,180 215,292 255,782 Gross profit $ 478,434 $ 683,283 $1,672,217 $ 1,260,475 OPERATING EXPENSES: Research and development $ 215,667 $ 219,711 $ 450,658 $ 430,885 Selling 89,332 113,272 213,082 203,073 General and administrative 113,572 129,584 271,445 248,989 Total operating expenses $ 418,571 $ 462,567 $ 935,185 $ 882,947 OPERATING INCOME $ 59,863 $ 220,716 $ 737,032 $ 377,528 OTHER INCOME (EXPENSE) $( 9,376)$( 25,393)$( 29,368)$( 54,202) INCOME BEFORE INCOME TAXES $ 50,487 $ 195,323 $ 707,664 $ 323,326 Provision for income taxes - - - - NET INCOME $ 50,487 $ 195,323 $ 707,664 $ 323,326 INCOME PER COMMON SHARE $ 0.00 $ 0.01 $ 0.03 $ 0.02 Weighted Average Common Shares Outstanding 23,300,000 19,900,000 23,200,000 19,300,000 Weighted Average Common and Common Equivalent Shares Outstanding 23,300,000 19,900,000 23,200,000 19,300,000 4 CAMBEX CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT (NOTE 5) Common Stock Capital in Retained Cost of $.10 Excess of Earnings Shares Par Value Par Value (Deficit) Held in Treasury BALANCE, JANUARY 1, 2005, before reclassification $1,986,561 $20,498,545 $(26,165,436) $(888,971) Reclassification of treasury stock to common stock ( 154,526) ( 734,445) - 888,971 BALANCE, January 1, 2005, as reclassified 1,832,035 19,764,100 (26,165,436) 0 ADD: Net income $ - $ - $ 323,326 $ - Conversion of Preferred Stock to Common Stock 72,545 (2,545) - - Dividends 23,929 (23,929) - - Conversion of Note Payable and interest to Common Stock 109,689 54,844 - - BALANCE, JULY 2, 2005 $2,038,198 $19,792,470 $(25,842,110) $ 0 BALANCE, JANUARY 1, 2006, before reclassification $2,428,742 $20,598,647 $(25,935,218) $(888,971) Reclassification of treasury stock to common stock ( 154,526) ( 734,445) - 888,971 BALANCE, JANUARY 1, 2006, as reclassified 2,274,216 19,864,202 (25,935,218) 0 ADD: Net income $ - $ - $ 707,664 $ - Conversion of Preferred Stock to Common Stock 38,594 (1,354) - - Dividends 16,596 (16,596) - - BALANCE, JULY 1, 2006 $2,329,406 $19,846,252 $(25,227,554) $ 0 Series A Series B Preferred Stock Preferred Stock $1.00 Par Value $1.00 Par Value BALANCE, JANUARY 1, 2005 $ 98,223 $ 147,240 ADD: Conversion of Preferred Stock to Common Stock - (70,000) BALANCE, JULY 2, 2005 $ 98,223 $ 77,240 BALANCE, JANUARY 1, 2006 $ 98,223 $ 37,240 ADD: Conversion of Preferred Stock to Common Stock - (37,240) BALANCE, JULY 1, 2006 $ 98,223 $ 0 5 CAMBEX CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE SIX MONTHS ENDED JULY 1, 2006 AND JULY 2, 2005 Six Months Ended July 1, July 2, 2006 2005 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 707,664 $ 323,326 Adjustments to reconcile net income to net cash provided by(used in) operating activities: Depreciation $ 1,000 $ - Amortization of prepaid expenses 8,147 6,800 Obligations for trade-in memory - ( 240,000) Changes in operating assets and liabilities: Accounts receivable ( 151,624) 87,929 Inventory 51,456 ( 67,477) Prepaid expenses 20,000 20,000 Accounts payable 13,908 ( 31,723) Accrued expenses 172,715 88,432 Other liabilities ( 11,207) ( 31,331) Total adjustments $ 104,395 $( 167,370) Net cash provided by operating activities $ 812,059 $ 155,956 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of equipment, net $ - $( 6,000) Net cash provided by(used in)investing activities $ - $( 6,000) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments)under loan agreement ( 967,219) ( 108,156) Repayments of notes payable ( 30,000) ( 30,000) Net cash provided by (used in) financing activities $( 997,219)$( 138,156) Net increase (decrease) in cash and cash equivalents $( 185,160)$ 11,800 Cash and cash equivalents at beginning of period 326,747 313,770 Cash and cash equivalents at end of period $ 141,587 $ 325,570 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ - $ 50 Income Taxes - - Non-cash financing and investing activities: Conversion of note payable and interest to Common Stock - 164,533 6 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Notes & Comments: (1)Significant Accounting Policies The accompanying consolidated financial statements include our accounts and our wholly-owned subsidiaries. All remaining subsidiaries are inactive. All material intercompany transactions and balances have been eliminated in consolidation. The condensed financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. The information furnished includes all adjustments and accruals consisting only of normal recurring accrual adjustments which are, in our opinion, necessary for a fair presentation of results for the interim period. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in our latest annual report on Form 10-KSB. Inventories, which include raw materials, labor and manufacturing overhead are stated at the lower of cost (first-in, first-out) or market and consist of the following: July 1, December 31, 2006 2005 Raw materials $ 38,228 $ 104,461 Work-in-process 33,139 14,491 Finished goods 31,298 35,169 $ 102,665 $ 154,121 (2) Income and Dividends Per Share Per share amounts are based on the weighted average number of shares outstanding during each period plus applicable common stock equivalents. There were no material differences for per share amounts assuming full dilution in either period. 7 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Notes & Comments (Continued): (3) Short Term Borrowings We have a loan and security agreement with B.A. Associates, Inc. which is a corporation owned by a son-in-law of Joseph F. Kruy, our Chairman, President and Chief Executive Officer under which we may borrow up to $1,100,000. The outstanding balance due to B.A. Associates, Inc. was $0 and $967,219 at July 1, 2006 and December 31, 2005, respectively. Notes payable of $434,643 and $464,643 at July 1, 2006 and December 31, 2005, respectively, include $275,000 of advances payable which are due on demand. The $275,000 of advances payable consists of amounts from related parties. The balances of $159,643 and $189,643 as of July 1, 2006 and December 31, 2005, respectively, include $9,643 and $39,643, respectively, of accounts payable converted to notes payable and include $150,000 of series 1 bridge financing notes issued in 2000. (4) Preferred Stock We are authorized to issue up to 3,000,000 shares of preferred stock, $1.00 par value per share, of which 98,223 Series A Convertible Preferred shares are issued and outstanding as of July 1, 2006. The Series A Convertible Preferred shares have a dividend rate of 12%, when and if declared by the Company's Board of Directors. Holders of shares of Series A Preferred stock are not entitled to any voting rights for any shares of Series A Preferred stock which they hold. The Series A Preferred Stock is convertible into shares of common stock, at any time at the holder's option. The holder's of the 98,223 shares of Series A Preferred Stock could convert their preferred shares into 982,230 shares of common stock. In the first quarter of 2006, the remaining 37,240 shares of Series B Preferred Stock and dividends were converted into 551,896 shares of common stock, including 165,954 shares relating to dividends. Upon an optional conversion, dividends accrued at the rate of 12% are payable in shares of common stock. (5) Stockholders' Investment Effective July 1, 2004, the Commonwealth of Massachusetts adopted a legislative act that resulted in a new Massachusetts corporation law. Under the Act, the general concept of issued but not outstanding stock is no longer in place. As a result, any shares of stock that are purchased by the corporation are returned to unissued status. Because the new law was effective July 1, 2004, the reclassifications necessary have been reflected on the Balance Sheets and in the Statements of Stockholders' Investment. 8 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Item 2. Management's Discussion and Analysis or Plan of Operation The statements contained in "Management Discussion and Analysis or Plan of Operation" and elsewhere throughout this Report on Form 10-QSB that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those reflected in the forward-looking statements. These forward-looking statements reflect management's analysis, judgment, belief or expectation only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof or to publicly release the results of any revisions to such forward-looking statements that may be made to reflect events or circumstances after the date hereof. In addition to the disclosure contained herein, readers should carefully review any disclosure of risks and uncertainties contained in other documents we file or have filed from time to time with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. We are a designer and supplier of data storage software and hardware products and solutions. Our products include memory for computing systems and fibre channel connectivity and storage products used to build storage area networks (SANs). We design, manufacture, and market memory products that enhance the performance and reliability of computing systems and networking devices. We have been selling memory products to our customers since 1970. A processor's memory is used to hold temporary instructions and data needed to execute tasks. This enables the computer's CPU to access instructions and data quickly. After upgrading a processor's memory, the computer will process data faster, because it will need to access its slower secondary storage (i.e., the disk drive) less frequently. We provide memory upgrade solutions for all the major servers and workstations sold by IBM, Sun and Hewlett- Packard. Adding additional memory is both application transparent and the most cost-effective solution for eliminating many system performance bottlenecks. We develop and offer high availability software, fibre channel host bus adapters and hubs, fibre channel disk storage arrays and management software for the deployment of SAN solutions. SANs enhance and simplify the centralized management and sharing of data storage resources while providing improved availability, scalability, performance, and disaster recovery. SANs have been enabled by the emergence of fibre channel, a new generation of server to storage communications technology. Our present host bus adapters are based on the QLogic chipset. Lately, the demand for our fibre channel connectivity products experienced a gradual shift towards software operating with native server host bus adapters. As a result, we are transitioning our fibre channel connectivity products towards high availability software interoperable with the host bus adapters offered by the server manufacturers. 9 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Item 2. Management's Discussion and Analysis or Plan of Operation (continued) Comparison of the quarter ended July 1, 2006 and the quarter ended July 2, 2005 Our revenues were $580,860 for the quarter ended July 1, 2006 and $808,463 for the quarter ended July 2, 2005. The revenues for the quarter ended July 2, 2005 included $240,000 of revenue which had been deferred until the obligations for trade-in memory were satisfied in that period. Without such deferred revenue, the revenue for the second quarter of 2005 would have been $568,463. Gross profit rate was 82% of sales for the three months ended July 1, 2006 and 85% for the three months ended July 2, 2005. Operating expenses for the three months ended July 1, 2006 decreased by 10% in comparison to operating expenses for the comparable three months of the prior year. Selling expenses for the three months ended July 1, 2006 decreased by 21% compared to the amount of these expenses in the second quarter of fiscal 2005 due to decreases in personnel and related expenses. Other income(expense) for the quarter ended July 1, 2006 includes $12,750 of interest expense. Other income(expense) for the quarter ended July 2, 2005 includes $27,285 of interest expense. Net income for the second quarter of fiscal 2006 was $50,000, or $0.00 per share, as compared with net income of $195,000, or $0.01 per share, for the second quarter of fiscal 2005. 10 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Item 2. Management's Discussion and Analysis or Plan of Operation (continued) Inflation We did not experience any material adverse effects in the second quarter of 2006 or in the second quarter of 2005 due to general inflation. Liquidity and Capital Resources During the six months ended July 1, 2006, net cash provided by operating activities was $812,059. No cash was used in investing activities. Net cash used in financing activities was $997,219, relating primarily to repayments under the loan agreement. We have a loan and security agreement with B.A. Associates, Inc. which is a corporation owned by a son-in-law of Joseph F. Kruy, our Chairman, President and Chief Executive Officer under which we may borrow up to $1,100,000. There was no outstanding balance due to B.A. Associates, Inc. at July 1, 2006. We also have notes payable of $434,643 at July 1, 2006, including $275,000 of advances payable which are due on demand consisting of borrowings from related parties. The notes payable balance of $159,643 includes $150,000 of series 1 bridge financing note and $9,643 of accounts payable converted to notes payable. Our cash was $142,000 and $327,000 at July 1, 2006 and December 31, 2005, respectively. Working capital was a deficit of $2,958,000 and $3,666,000 at July 1, 2006 and at December 31, 2005, respectively. During the quarter ended July 1, 2006, we did not have any expenditures for capital equipment. During fiscal 2006, we expect to acquire less than $100,000 of capital equipment. Our profitability and liquidity depends upon being able to maintain adequate revenue and gross profit levels. Management has also been working to secure additional capital. There is no assurance that such capital will be raised. 11 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Item 3. Controls and Procedures Our principal executive officer and principal financial officer, Joseph F. Kruy, has evaluated the effectiveness of our disclosure controls and procedures and concluded that there are no significant deficiencies in the design or operation of internal controls which could adversely affect our ability to record, process, summarize and report financial data and has determined that there are no material weaknesses in internal controls. There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation. 12 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Part II. OTHER INFORMATION Item 1. Legal Proceedings The Company is a party to litigation and claims arising in the normal course of its business. Barring unforeseen circumstances, management does not expect the results of these actions to have a material adverse effect on the Company's business or financial condition. Item 2. Change in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits EXHIBIT INDEX The following exhibits are filed herewith or incorporated by reference herein. Exhibit 3.1 Restated Articles of Organization of Cambex Corporation (included as Exhibit 3.1 to the Company's Registration Statement on Form SB-2, declared effective with the Commission on November 7, 2000, Reg. No. 333-43294, and incorporated herein by reference). 13 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Item 6. Exhibit Index (continued) 3.2 Restated By-laws of Cambex Corporation (included as Exhibit 3.2 to the Company's Registration Statement on Form SB-2, declared effective with the Commission on November 7, 2000, Reg. No. 333-43294, and incorporated herein by reference). 3.3 Series A Preferred Stock Certificate of Designations (included as Exhibit 10.37 to the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and incorporated herein by reference). 4.1 Specimen Stock Certificate (included as Exhibit 4.1 to the Company's Registration Statement on Form SB-2, declared effective with the Commission on November 7, 2000, Reg. No. 333-43294, and incorporated herein by reference). 4.2 Registration Rights Agreement among the Company and the Purchasers identified therein (the "Sovereign Purchasers") dated as of January 18, 2000 (included as Exhibit 4.1 to the Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 10.1 Employment Agreement between Joseph F. Kruy and the Company, dated as of November 18, 1994 (included as Exhibit 10.1 to the Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 10.2 Incentive Bonus Plan (included as Exhibit 10.2 to the Company's Registration Statement on Form SB-2, declared effective with the Commission on November 7, 2000, Reg. No. 333-43294, and incorporated herein by reference). 10.3 1987 Combination Stock Option Plan (included as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1987, and incorporated herein by reference). 10.4 2000 Equity Incentive Plan (included as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and incorporated herein by reference). 10.5 Series 1 Bridge Note Purchase Agreement among the Company and the Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit 10.7 to the Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 14 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Item 6. Exhibit Index (continued) 10.6 Escrow Agreement among the Company, the Sovereign Purchasers and Suntrust Bank, Atlanta dated as of January 6, 2000 (included as Exhibit 10.8 to the Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 10.7 Placement Agent Agreement between the Company and Sovereign Capital Advisors, LLC ("Sovereign Advisors") dated as of January 18, 2000 (included as Exhibit 10.9 to the Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 10.8 Guaranty Agreement among Joseph F. Kruy, the Company and the Sovereign Purchasers dated as of January 18, 2000. (included as Exhibit 10.10 to the Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 10.9 Guaranty Agreement among CyberFin Corporation, the Company and the Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit 10.11 to the Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 10.10 Stock Pledge Agreement by Joseph F. Kruy in favor of the Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit 10.12 to the Company's Amendment to the Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 10.11 Stock Pledge Agreement by CyberFin Corporation in favor of the Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit 10.13 to the Company's Amendment to the Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 10.12 Series 1 Bridge Financing Note in favor of Arab Commerce Bank Ltd. dated as of February 9, 2000 (included as Exhibit 10.22 to the Company's Amendment to the Quarterly Report on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated herein by reference). 15 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 Item 6. Exhibit Index (continued) 10.13 Loan and Security Agreement, as amended, by and between the Company and BA Associates, Inc. (included as Exhibit 10.27 to the Company's Registration Statement on Form SB-2 filed with the Commission on November 29, 2000, Reg. No. 333-50936, and incorporated herein by reference.) 10.14 Fifth Amendment to Loan and Security Agreement, as amended, by and between the Company and B.A. Associates, Inc., dated as of December 27, 2000 (included as Exhibit 10.28 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and incorporated herein by reference). 10.15 Form of Warrant Certificate between the Company and B.A. Associates, Inc. (included as Exhibit 10.29 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and incorporated herein by reference). 10.16 Sixth Amendment to Loan and Security Agreement, as amended, by and between the Company and B.A. Associates, Inc., dated as of December 27, 2001(included as Exhibit 10.30 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002 and incorporated herein by reference). 10.17 Lease by and between the Company and Bertech Flanders, LLC dated as of April 24, 2003(included as Exhibit 10.33 to the Company's Quarterly Report on 10QSB for the quarter ended March 31, 2003, and incorporated herein by reference). 31.1 Certification as required by section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification as required by section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code). (b) Reports on Form 8-K None. 16 FORM 10-QSB CAMBEX CORPORATION AND SUBSIDIARIES For The Quarter Ended: July 1, 2006 Commission File: 0-6933 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAMBEX CORPORATION By: /s/ Joseph F. Kruy Joseph F. Kruy President and Treasurer Dated: August 11, 2006 17 EX-31.1 2 certification.txt Certifications: I, Joseph F. Kruy, certify that: 1. I have reviewed this quarterly report on Form 10QSB of Cambex Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 11, 2006 /s/ Joseph F. Kruy Joseph F. Kruy President and Treasurer (principal executive officer and principal financial officer) EX-32.1 3 cert.txt Exhibit 32.1 Form of Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, Joseph F. Kruy, the chief executive officer and chief financial officer of Cambex Corporation, certify that (i) This quarterly report on Form 10QSB for the fiscal quarter ended July 1, 2006 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) The information contained in this quarterly report on Form 10QSB fairly presents, in all material respects, the financial condition and results of operations of Cambex Corporation. Dated: August 11, 2006 /s/ Joseph F. Kruy Joseph F. Kruy President and Treasurer [principal executive officer and principal financial officer] This certification accompanies this quarterly report pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 10 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----