Delaware
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27-0016420
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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70 Kinderkamack Road, Emerson, New Jersey
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07630
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(Address of principal executive offices)
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(Zip Code)
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(201) 225-0190
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(Registrant’s telephone number, including area code)
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n/a
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Exhibit
Number
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Description
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31.1
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Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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32.2
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Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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101
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The following materials from Lapis Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheet, (ii) Consolidated Statements of Income and Other Comprehensive Income, (iii) Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements.**
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*
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Previously filed
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**
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Furnished herewith
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LAPIS TECHNOLOGIES, INC.
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||
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Date: September 13, 2011
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By:
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/s/ David Lucatz
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David Lucatz
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President and Chief Executive Officer (Principal Executive Officer)
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Date: September 13, 2011
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By:
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/s/ Tali Dinar
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Tali Dinar
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Secretary and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Exhibit
Number
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Description
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31.1
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Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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32.2
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Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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101
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The following materials from Lapis Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheet, (ii) Consolidated Statements of Income and Other Comprehensive Income, (iii) Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements.**
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*
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Previously filed
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**
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Furnished herewith
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CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $)
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Jun. 30, 2011
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Dec. 31, 2010
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---|---|---|
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,483,000 | 6,483,000 |
Common stock, shares outstanding | 6,483,000 | 6,483,000 |
Document and Entity Information
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6 Months Ended | |
---|---|---|
Jun. 30, 2011
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Aug. 12, 2011
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Document Information [Line Items] | Â | Â |
Document Type | 10-Q | Â |
Amendment Flag | false | Â |
Document Period End Date | Jun. 30, 2011 | |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
Trading Symbol | LPST | Â |
Entity Registrant Name | LAPIS TECHNOLOGIES INC | Â |
Entity Central Index Key | 0000854800 | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Common Stock, Shares Outstanding | Â | 6,483,000 |
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DISCONTINUED OPERATIONS
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6 Months Ended |
---|---|
Jun. 30, 2011
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DISCONTINUED OPERATIONS | NOTE
7 - DISCONTINUED OPERATIONS
In
accordance with our strategy to phase out the trading business and
focus on developing comprehensive electronics turn-key solutions,
on October 17, 2010, Enertec Electronics Ltd., a wholly-owned
subsidiary of the Company entered into an asset purchase agreement
to sell substantially all its electronics assets and business for
an aggregate consideration of NIS 1,020 (approximately $278).
Enertec Electronics is engaged in the trading of electronics
equipment (such as power supplies and other related power
products). As a result of the agreement and in accordance with ASC
Topic No. 205-20, “Presentation of Financial Statements
– Discontinued Operations,” the operations of Enertec
Electronics are classified as discontinued operations in the
Company’s consolidated statement of operations and all assets
and liabilities are presented separately on the consolidated
balance sheets. All prior period information has been reclassified
to be consistent with the current period presentation.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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6 Months Ended |
---|---|
Jun. 30, 2011
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock based compensation
The
Company accounts for stock based compensation under the fair value
method under which compensation cost is measured at the grant date
based on the value of the award and is recognized over the service
period, which is usually the vesting period. For stock
options, fair value is determined using an option-pricing model
that takes into account the stock price at the grant date, the
exercise price, the expected life of the option, the volatility of
the underlying stock, the expected dividends on it, and
the risk-free interest rate over the expected life of the
option. For the periods ended June 30, 2011 and 2010 the
Company did not issue any stock options.
Revenue Recognition
The
Company enters into long-term fixed-price contracts with customers
to manufacture test systems, simulators, and airborne applications.
Revenue on these long-term fixed-price contracts is recognized
under the percentage-of-completion method. In using the percentage
of completion method, revenues are generally recorded based on the
percentage of effort incurred to date on a contract relative to the
estimated total expected contract effort. Significant judgment is
required when estimating total contract effort and progress to
completion on the arrangements as well as whether a loss is
expected to be incurred on the contract. Management uses historical
experience, project plans and an assessment of the risks and
uncertainties inherent in the arrangement to establish these
estimates. Project costs are measured by the costs incurred to date
as a percentage of the estimated total costs of each contract
(cost-to-cost method). Contract costs include all direct material
and labor costs and those indirect costs related to contract
performance, such as indirect labor, supplies, tools, repairs and
depreciation. Selling, general and administrative costs are charged
to expense as incurred. Estimated total costs of each contract are
reviewed on a monthly basis by project management and operations
personnel for substantially all projects. The Company begins
recognizing revenue on a project when persuasive evidence of an
arrangement exists, recoverability is probable, and project costs
are incurred. Costs may be incurred before the Company has
persuasive evidence of an arrangement. In those cases, if
recoverability from that arrangement is probable, the project costs
are deferred and revenue recognition is delayed.
Provisions
for losses on uncompleted contracts are made in the period such
losses are known. Changes in job performance, job conditions and
estimated profitability, including those arising from contract
penalty provisions, foreign currency exchange rate movements, and
final contract settlements may result in revisions to revenue,
costs and income and are recognized in the period in which the
revisions are determined.
Income Taxes
We
use the asset and liability method of accounting for income taxes
in accordance with ASC Topic 740, “Income Taxes.” Under
this method, income tax expense is recognized for the amount of:
(i) taxes payable or refundable for the current year and (ii)
deferred tax consequences of temporary differences resulting from
matters that have been recognized in an entity’s financial
statements or tax returns. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
the results of operations in the period that includes the enactment
date. A valuation allowance is provided to reduce the deferred tax
assets reported if based on the weight of the available positive
and negative evidence, it is more likely than not some portion or
all of the deferred tax assets will not be realized.
ASC
Topic 740-10-30 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements and
prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. ASC Topic
740-10-40 provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure,
and transition. We have no material uncertain tax positions for any
of the reporting periods presented.
Recent Accounting Pronouncements
From
time to time, new accounting pronouncements are issued by the
Financial Accounting Standards Board or other standard setting
bodies that may have an impact on the Company’s accounting
and reporting. The Company believes that such recently issued
accounting pronouncements and other authoritative guidance for
which the effective date is in the future either will not have an
impact on its accounting or reporting or that such impact will not
be material to its financial position, results of operations, and
cash flows when implemented.
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SEGMENT AND GEOGRAPHIC INFORMATION
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6 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
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SEGMENT AND GEOGRAPHIC INFORMATION | NOTE
9 - SEGMENT AND GEOGRAPHIC INFORMATION
Information
about the Company's assets in different geographic locations at
June 30, 2011 and December 31, 2010 is shown below:
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SUBSEQUENT EVENTS
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6 Months Ended |
---|---|
Jun. 30, 2011
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SUBSEQUENT EVENTS | NOTE
10 – SUBSEQUENT EVENTS
On
July 12, 2011, the Company entered into a Note and Warrant Purchase
Agreement (the “Purchase Agreement”) with UTA Capital
LLC, a Delaware limited liability company (“UTA”),
pursuant to which UTA agreed to lend to the Company up to
$6,000,000 of secured debt.
Under
the Purchase Agreement, UTA agreed to purchase at the initial
closing (the “Initial Closing”) a 30-month, secured
promissory note in the principal amount of $3,000,000 (the
“First Note”). The First Note will bear interest at a
rate of 8% per annum and principal will be due to be repaid in
three equal principal payments of $1,000,000 each, on each of the
first and second anniversaries of its issuance and on the maturity
date. Net proceeds from the sale of the First Note are to be used
as working capital for the Company and its subsidiaries. UTA also
agreed to purchase a 27-month, secured promissory note in the
principal amount of $3,000,000 (the “Second Note”) at
the second closing (the “Second Closing”), which
closing is to occur not later than nine months after the Initial
Closing, subject to the closing conditions set forth Purchase
Agreement. The First Note and the Second Note will be secured by
the pledge of certain of the assets of the Company and its
subsidiaries and will be identical other than their
duration.
The
Company also agreed to issue to UTA upon the Initial Closing a
warrant (the “First Warrant”) to purchase up to 952,227
shares of common stock, par value $0.001 (the “Common
Stock”), representing, as of the date of the Initial Closing,
12% of outstanding shares of Common Stock on a fully diluted
basis. Upon the Second Closing, the Company agreed to
issue to UTA a second warrant (the “Second Warrant”
and, together with the First Warrant, the “Warrants”)
to purchase that number of shares of Common Stock in order that the
Warrants, and any shares of Common Stock issued upon exercise of
the First Warrant, represent 12% of the outstanding shares of
Common Stock on a fully diluted basis as of the Second
Closing. The Company will grant to UTA certain demand
and “piggy back” registration rights in respect of the
shares underlying the Warrants, as set forth in the Purchase
Agreement.
The
Company has made customary representations and warranties in the
Purchase Agreement, and the obligations of each of the parties to
consummate the transactions contemplated thereby are subject to the
closing conditions set forth therein. The Company has
agreed to customary covenants and that within four months following
the Initial Closing, the Company will satisfy the corporate
governance requirements under Nasdaq Marketplace Rules 5605 and
Rule 5610 as if the Common Stock were listed on the Nasdaq Stock
Market.
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CONCENTRATIONS
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6 Months Ended |
---|---|
Jun. 30, 2011
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CONCENTRATIONS | NOTE
8 - CONCENTRATIONS
The
Company had deposits with commercial financial institutions, which,
at times, may exceed the FDIC insured limits of $250 in the United
States. Management has placed these funds in high
quality institutions in order to minimize the risk. Cash
held in Israel at June 30, 2011 was $338 as compared to $626 at
December 31, 2010.
As
of June 30, 2011, we had two customers that combined accounted for
approximately 98% of accounts receivable, compared to 92% of
accounts receivable, as of December 31, 2010. For the three
and six months ended June 30, 2011, approximately 87%
and 89% of our sales were to two customers, compared to 92% and 91%
for the three and six months ended June 30, 2010.
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DESCRIPTION OF BUSINESS
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6 Months Ended |
---|---|
Jun. 30, 2011
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DESCRIPTION OF BUSINESS | NOTE
1 - DESCRIPTION OF BUSINESS
Lapis
Technologies, Inc. (the “Company”) was incorporated in
the State of Delaware on January 31, 2002. The
Company’s operations are conducted through its wholly-owned
Israeli Subsidiary, Enertec Electronics Ltd. (“Enertec
Electronics”) and its wholly-owned Israeli subsidiaries,
Enertec Management Ltd. and Enertec Systems 2001 Ltd.
(“Enertec Systems”).
Enertec
Systems is a manufacturer and provider of various military and
airborne systems, simulators and automatic test equipment
(“ATE”). The business is focused in two major product
lines: (i) the development and manufacturing of simulators and ATE
to a large variety of weapons systems and at all levels of
maintenance, development and integration and (ii) the development
and manufacturing of comprehensive, large scale, electronics
systems for the military industry providing comprehensive solutions
to power supply, command and control including systems design,
development, manufacturing and implementation on a turn-key
basis.
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ACQUISITION OF NON-CONTROLLING INTEREST
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6 Months Ended |
---|---|
Jun. 30, 2011
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ACQUISITION OF NON-CONTROLLING INTEREST | NOTE
4 – ACQUISITION OF NON-CONTROLLING INTEREST
On
March 2, 2011, Enertec Management Ltd., an indirect, wholly-owned
subsidiary of the Company, acquired the 27% of the outstanding
shares Enertec Systems 2001 Ltd., not previously held by the
Company, for an aggregate purchase price of $1,500. The Company
accounted for the acquisition of the additional interest as an
equity transaction in accordance with the accounting standard on
noncontrolling interest. Following the transaction, Enertec Systems
2001 Ltd. is now an indirect, wholly-owned subsidiary of the
company.
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INVENTORIES
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
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INVENTORIES | NOTE
5 – INVENTORIES
Inventories
consist of the following:
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PROVISION FOR INCOME TAXES
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6 Months Ended |
---|---|
Jun. 30, 2011
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PROVISION FOR INCOME TAXES | NOTE
6 – PROVISION FOR INCOME TAXES
The
Company’s Israeli subsidiaries are governed by the tax laws
of the State of Israel, which has a general tax rate of 25%. The
Company is entitled to various tax benefits in Israel by virtue of
being granted the status of an “approved enterprise
industrial company” as defined by the tax regulations. The
benefits include, among other things, a reduced tax
rate.
At
June 30, 2011, the Company has a net operating loss carry forward
of approximately $425 which may be utilized to offset future
taxable income for United States federal tax purposes. This net
operating loss carry forward begins to expire in
2022. Since it is more likely than not that the Company
will not realize a benefit from these net operating loss carry
forwards, a 100% valuation allowance has been recorded to reduce
the deferred tax asset to its net realizable value.
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BASIS OF PRESENTATION AND CONSOLIDATION
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6 Months Ended |
---|---|
Jun. 30, 2011
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BASIS OF PRESENTATION AND CONSOLIDATION | NOTE
2 - BASIS OF PRESENTATION AND CONSOLIDATION
Basis of Presentation.
The
condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States of America for interim financial statements and with
the instructions to Form 10-Q and Article 10 of Regulation S-X of
the United States Securities and Exchange Commission
(“SEC”). Accordingly, they do not contain all
information and footnotes required by accounting principles
generally accepted in the United States of America for annual
financial statements. The condensed consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation. In the opinion of the Company’s
management, the accompanying unaudited condensed consolidated
financial statements contain all the adjustments necessary
(consisting only of normal recurring accruals) to present the
financial position of the Company as of June 30, 2011 and the
results of operations and cash flows for the periods presented. The
results of operations for the three and six months ended June 30,
2011 are not necessarily indicative of the operating results for
the full fiscal year or any future period. These condensed
consolidated financial statements should be read in conjunction
with the consolidated financial statements and related notes
thereto included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2010. The Company’s
accounting policies are described in the Notes to Consolidated
Financial Statements in its Annual Report on Form 10-K for the year
ended December 31, 2010, and updated, as necessary, in this
Quarterly Report on Form 10-Q.
Use of Estimates.
The
preparation of the financial statements in conformity with
Generally Accepted Accounting Principles (“GAAP”)
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from those
estimates. Certain of our estimates, including evaluating the
collectability of accounts receivable, could be affected by
external conditions, including those unique to our industry, and
general economic conditions. It is possible that these external
factors could have an effect on our estimates that could cause
actual results to differ from our estimates. We re-evaluate all of
our accounting estimates at least quarterly based on these
conditions and record adjustments when necessary.
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