-----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, I3tGHj38jUAwDDGIk7Lh+Htv9A+CE921cTK7CS+zvbfWunn2+gMYwnbe4XZnkBP0 iFUuylhRIQldUqVohz9Pyw== 0001140361-06-004824.txt : 20060330 0001140361-06-004824.hdr.sgml : 20060330 20060330164217 ACCESSION NUMBER: 0001140361-06-004824 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAPOLLA INDUSTRIES INC CENTRAL INDEX KEY: 0000875296 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 133545304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31354 FILM NUMBER: 06723728 BUSINESS ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 281-219-4700 MAIL ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: IFT CORP DATE OF NAME CHANGE: 20050103 FORMER COMPANY: FORMER CONFORMED NAME: URECOATS INDUSTRIES INC DATE OF NAME CHANGE: 19990217 FORMER COMPANY: FORMER CONFORMED NAME: NATURAL CHILD CARE INC DATE OF NAME CHANGE: 19931117 10-Q/A 1 form10qa.htm LAPOLLA INDUSTRIES 10-QA 6-30-2005 LaPolla Industries 10-QA 6-30-2005



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q/A
 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For The Quarterly Period Ended June 30, 2005
 
Commission File No. 001-31354
 
 


LaPolla Industries, Inc.
(formerly known as IFT Corporation)
(Exact name of Registrant as Specified in its Charter)
 
Delaware
 
13-3545304
(State of Incorporation)
 
(I.R.S. Employer Identification No.)

Intercontinental Business Park
15402 Vantage Parkway East, Suite 322
Houston, Texas
 
77032
(Address of Principal Executive Offices)
 
(Zip Code)
 
(281) 219-4700
(Registrant’s Telephone Number)
 
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, and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No  ¨
 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨ No  þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
As of July 20, 2005 there were 50,572,986 shares of Common Stock, par value $.01, outstanding.
 


 


ITEMS AMENDED HEREBY

As used in this amended report, the "Company" or "Us" or "We" or “Our” refer to LaPolla Industries, Inc., a Delaware corporation, unless the context otherwise requires. Effective October 1, 2005, IFT Corporation, a Delaware corporation, merged its wholly owned subsidiary, LaPolla Industries, Inc., an Arizona corporation, into itself, whereupon the separate existence of LaPolla Industries, Inc., an Arizona corporation, ceased and IFT Corporation continued as the surviving corporation. Effective November 8, 2005, IFT Corporation changed its corporate name to LaPolla Industries, Inc. The information presented herein reflects the new corporation name, LaPolla Industries, Inc., which is the same name previously associated with the Company’s former wholly owned subsidiary LaPolla Industries, Inc. located in Arizona that was acquired on February 11, 2005 and merged into IFT Corporation as described above. Please find below a description of the items amended hereby:

(A)   Reclassification of Continuing and Discontinued Operations - The Company reevaluated the condensed consolidated financial statements and related notes as originally presented and filed with the Securities and Exchange Commission (“SEC”) based on comments received from the SEC regarding the manner in which the continuing and discontinued operations were originally presented and determined that certain reclassifications were required to make the presentation conform to applicable accounting principles. The Company discontinued certain operations that took place during the years 2000 throughout 2004. At December 31, 2004, the current operations in effect related to the public company itself as a holding company and one wholly owned subsidiary, Infiniti Products, Inc. (“Infiniti Subsidiary”). The Infiniti Subsidiary was acquired effective September 1, 2001. The original report filed with the SEC did not fully separate and segregate all of the financial and other related information related to our discontinued operations from our continuing operations. The aggregate financial data originally presented was not affected by the reclassification.

(B)   Reclassification of Certain Cost of Sales and Selling, General and Administrative Expenses - The Company reevaluated the Condensed Consolidated Statements of Operations as originally presented and filed with the SEC based on comments received from the SEC regarding the manner in which other similarly situated public companies, like us, record certain direct labor expenses, shipping and handling costs, and warehousing costs, and determined that certain reclassifications were required to make the Company’s Condensed Consolidated Statements of Operations comparable to other similarly situated public companies. The Company recorded certain direct labor expenses related to receiving, purchasing and inspection, shipping and handling costs, and warehousing costs as Selling, General and Administrative. The aggregate amount of costs and expenses of the Company originally presented were not affected by these reclassifications. The Company reclassified certain direct labor expenses related to receiving, purchasing and inspection, shipping and handling costs (outbound freight) and warehousing costs originally included in the Selling, General and Administrative line item on the Condensed Consolidated Statements of Operations and included these amounts in the Cost of Sales line item.

(C)   Restatement of Inventory and Cost of Sales - The Company reevaluated the condensed consolidated financial statements and related notes as originally presented and filed with the SEC based on comments received from the SEC in paragraph (B) above and Accounting Research Bulletin 43, Chapter 4, regarding the manner in which the acquisition and production costs relating to inventory were recorded and determined that a restatement of the value of inventory was necessary to make the presentation conform to applicable accounting principles. The Company recorded certain acquisition and production direct and indirect costs in the Costs of Sales line item related to manufacturing and distribution operations which should have been capitalized and included as part of the cost of acquisition and production of inventory. The aggregate amount of assets, cost of sales, net loss, and accumulated deficit of the Company originally reported were affected by the restatement. The Company, after the reclassifications in (A) and (B) above, restated the value of Inventories on the Condensed Consolidated Balance Sheets and Cost of Sales on the Condensed Consolidated Statements of Operations.

(D)   Restatement of Allowance for Doubtful Accounts and Bad Debt Expense - The Company reevaluated the condensed consolidated financial statements and related notes as originally presented and filed with the SEC based on comments received from the SEC regarding the manner in which the allowance for doubtful accounts was calculated and determined that a restatement was necessary to make the presentation conform to applicable accounting principles. As described in paragraph (A) above, the Company discontinued certain operations, one of which was its wholly-owned subsidiary RSM Technologies, Inc. (“RSM Subsidiary”), on November 5, 2004. The RSM Subsidiary’s operations related to the former RSM Products, which products were initially distributed through the Infiniti Subsidiary. The Infiniti Subsidiary also distributed its own Infiniti Products. The Infiniti Subsidiary’s accounting policy with respect to the method and percentages used to determine the valuation allowance for uncollectible receivables was based primarily on the historical data relating to bad debts of the former RSM products. The Company acquired LaPolla Industries, Inc., an Arizona corporation, on February 11, 2005 (the “LaPolla Subsidiary”), which adopted the aforementioned Infiniti Subsidiary’s accounting policy to be consistent at the time. The Company, after the reclassifications in paragraph (A) above, reevaluated the historical data relating to bad debts for the Infiniti Products and determined a change in method and percentages used to calculate the valuation allowance for uncollectible receivables was required for the year 2004. The Company changed the method from the aging method to the percentage-of-sales method and adjusted the percentage used to match the historical data relating to bad debts and credit sales of the Infiniti Products for the year 2004. The Company reevaluated the percentage-of-sales method and percentage used for the 2004 year again for the first and second quarters of 2005 against the historical data relating to bad debts and credit sales of the Infiniti Products and LaPolla Products and determined that the 2004 year criteria was also appropriate for the first and second quarters of 2005. The aggregate amount of assets, expenses, net loss, and accumulated deficit of the Company originally reported were affected by the restatement. The Company, after the reclassifications in paragraphs (A) and (B) and restatement in paragraph (C), restated the allowance for doubtful accounts on the Condensed Consolidated Balance Sheets and Bad Debt expense included in the Selling, General and Administrative line item on the Condensed Consolidated Statements of Operations.

(E)   Restatement of Goodwill and Other Intangible Assets and Amortization Expense - The Company reevaluated the condensed consolidated financial statements and related notes as originally presented and filed with the SEC based on comments received from the SEC regarding the manner in which goodwill was recorded in connection with the LaPolla Subsidiary acquisition and determined that a restatement was necessary to make the presentation conform to applicable accounting principles. In connection with the acquisition of the LaPolla Subsidiary, the Company acquired a customer list and product formulation which assets were included in the aggregate value of goodwill attributable to the transaction, when they should have been valued separately, disaggregated from goodwill, treated as other intangible assets, and amortized according to their estimated useful lives. The aggregate amount of assets, expenses, net loss, and accumulated deficit of the Company originally reported were affected by the restatement. The Company, after the reclassifications in paragraphs (A) and (B) and restatements in paragraphs (C) and (D), separately valued the customer list and product formulation, disaggregated these values from the goodwill and identified them as other intangible assets on the Condensed Consolidated Balance Sheets, established useful lives, and recorded amortization expense in the Selling, General and Administrative line item on the Condensed Consolidated Statement of Operations.

(F)   Restatement of Paid-In Capital and Share-Based Compensation Expense - The Company reevaluated the condensed consolidated financial statements and related notes as originally presented and filed with the SEC based on comments received from the SEC regarding the manner in which it elected to implement SFAS No. 123R and determined that a restatement was necessary to make the presentation conform to applicable implementation guidelines. The Company implemented SFAS No. 123R during the second quarter of 2005 when it should have implemented it in the third quarter of 2005. The aggregate amount of assets, expenses, net loss, and accumulated deficit of the Company originally reported were affected by the restatement. The Company, after the reclassifications in paragraphs (A) and (B) and restatements in paragraphs (C), (D) and (E), restated the Paid-In Capital on the Condensed Consolidated Balance Sheets and Share-Based Compensation expense originally included in the Selling. General and Administrative line item on the Condensed Consolidated Statement of Operations.

The Company has fully updated all affected portions of this amended report, including the condensed consolidated financial statements and related notes and MD&A, to reflect the reclassifications and restatements described above. In addition, certain scrivener’s errors and captions in the condensed consolidated financial statements and related notes and disclosures have been updated throughout this amended report to make the presentation more useful, informative, transparent, and comparative.

A-2


LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
FORM 10-Q/A
FOR THE QUARTER ENDED JUNE 30, 2005
INDEX

     
Page
       
PART I FINANCIAL INFORMATION
   
       
   
A-4
 
 
   
   
A-12
 
 
   
   
A-14
 
 
   
   
A-14
       
PART II OTHER INFORMATION
   
       
   
A-15
 
 
   
   
A-15
 
 
   
   
A-15
 
 
   
   
A-15
 
 
   
   
A-15
 
 
   
   
A-15
       
 
A-16
       
 
A-17
 
A-3


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.
 
LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES


CONDENSED CONSOLIDATED BALANCE SHEETS
 
  
 
 
  
June 30, 2005 (Unaudited) and December 31, 2004
A-5
 
 
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 
 
 
 
 
Three and Six Months Ended June 30, 2005 and 2004
A-6
     
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
 
 
 
Six Months Ended June 30, 2005 and 2004
A-7
 
 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
A-8
 
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.
 
A-4


LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEETS

   
June 30,
 
December 31,
 
   
2005
 
2004
 
   
Restated
 
Restated
 
   
(Unaudited)
     
ASSETS
         
Current Assets:
         
Cash
 
$
107,525
 
$
24,465
 
Trade Receivables, Net
   
3,519,144
   
691,926
 
Inventories
   
872,203
   
267,995
 
Prepaid Expenses and Other Current Assets
   
163,617
   
41,053
 
Current Portion of Assets of Discontinued Operations
   
7,151
   
438
 
Total Current Assets
   
4,669,640
   
1,025,877
 
               
Property, Plant and Equipment, Net
   
573,581
   
287,784
 
               
Other Assets:
             
Goodwill
   
1,951,000
   
774,000
 
Other Intangible Assets, Net
   
200,014
   
 
Deposits and Other Non-Current Assets
   
76,029
   
56,471
 
Total Other Assets
   
2,227,043
   
830,471
 
               
Total Assets
 
$
7,470,264
 
$
2,144,132
 
               
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
             
               
Current Liabilities:
             
Accounts Payable
 
$
3,724,856
 
$
1,126,847
 
Accrued Expenses and Other Current Liabilities
   
544,391
   
471,008
 
Lines of Credit
   
100,057
   
219,152
 
Loans Payable - Related Party
   
4,279,408
   
5,670,000
 
Note Payable - Other
   
500,000
   
 
Current Portion of Long-Term Debt
   
48,136
   
24,582
 
Current Portion of Liabilities from Discontinued Operations
   
805,314
   
1,220,485
 
Total Current Liabilities
   
10,002,162
   
8,732,074
 
               
Other Liabilities:
             
Non Current Portion of Long-Term Debt
   
145,609
   
14,243
 
Non Current Portion of Liabilities from Discontinued Operations
   
525,000
   
525,000
 
Reserve for Litigation
   
15,000
   
15,000
 
Total Other Liabilities
   
685,609
   
554,243
 
               
Total Liabilities
 
$
10,687,771
 
$
9,286,317
 
               
Stockholders’ (Deficit):
         
 
Preferred Stock, $1.00 Par Value; 2,000,000 Shares Authorized, of which Designations:
             
Series A Convertible, 750,000 Shares Authorized; 62,500 Issued and Outstanding Less Offering Costs of $7,465) at June 30, 2005 and December 31, 2004; $62,500 aggregate liquidation preference at June 30, 2005 and December 31, 2004
   
55,035
   
55,035
 
Common Stock, $.01 Par Value; 60,000,000 Shares Authorized; 50,564,986 and 32,014,369 Issued and Outstanding at June 30, 2005 and December 31, 2004, Respectively
   
505,650
   
320,144
 
Additional Paid-In Capital
   
59,784,797
   
53,625,390
 
Accumulated (Deficit)
   
(63,562,989
)
 
(61,142,754
)
Total Stockholders’ (Deficit)
   
(3,217,507
)
 
(7,142,185
)
               
Total Liabilities and Stockholders’ (Deficit)
 
$
7,470,264
 
$
2,144,132
 

See accompanying notes to condensed consolidated financial statements.
 
A-5


LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

   
Three Months Ended June 30,
 
Six Months Ended June 30,
 
   
2005
 
2004
 
2005
 
2004
 
   
Restated
 
Restated
 
Restated
 
Restated
 
Sales:
     
 
         
Coatings, Sealants and Other Products
 
$
5,206,176
 
$
586,629
 
$
7,663,829
 
$
1,047,526
 
Total Sales
   
5,206,176
   
586,629
   
7,663,829
   
1,047,526
 
 
                         
Cost of Sales:
                         
Coatings, Sealants and Other Products
   
4,183,298
   
472,958
   
6,388,291
   
829,583
 
Total Cost of Sales
   
4,183,298
   
472,958
   
6,388,291
   
829,583
 
                           
Gross Profit
   
1,022,878
   
113,671
   
1,275,538
   
217,943
 
                           
Operating Expenses:
                         
Selling, General and Administrative
   
1,620,713
   
753,427
   
2,710,215
   
1,291,197
 
Professional Fees
   
126,723
   
151,373
   
393,218
   
265,521
 
Depreciation and Amortization
   
26,153
   
21,298
   
48,712
   
41,668
 
Consulting Fees
   
64,011
   
60,780
   
125,392
   
70,993
 
Interest Expense
   
10,702
   
17,067
   
28,542
   
45,792
 
Interest Expense - Related Party
   
43,694
   
68,919
   
82,344
   
83,405
 
Other (Income) Expense
   
(17,242
)
 
93
   
(17,242
)
 
761
 
Total Operating Expenses
   
1,874,753
   
1,072,957
   
3,371,181
   
1,799,337
 
                           
Operating (Loss)
   
(851,875
)
 
(959,286
)
 
(2,095,643
)
 
(1,581,394
)
                           
Income (Loss) From Discontinued Operations
   
2,514
   
(569,251
)
 
(324,591
)
 
(1,654,180
)
                           
Net (Loss)
 
$
(849,361
)
$
(1,528,537
)
$
(2,420,234
)
$
(3,235,574
)
                           
Net (Loss) Per Share-Basic and Diluted:
                         
Continuing Operations
 
$
(0.016
)
$
(0.033
)
$
(0.041
)
$
(0.054
)
Discontinued Operations
   
0.000
   
(0.019
)
 
(0.006
)
 
(0.057
)
Total Net (Loss)
 
$
(0.016
)
$
(0.052
)
$
(0.047
)
$
(0.111
)
                           
Weighted Average Shares Outstanding
   
50,306,865
   
28,735,928
   
50,252,462
   
28,784,466
 
___________________
(A)   Reclassification of Certain Cost of Sales and Selling, General and Administrative Expenses - The Company reclassified certain direct labor expenses related to receiving, purchasing and inspection, shipping and handling costs (outbound freight) and warehousing costs originally included in the Selling, General and Administrative line item on the Condensed Consolidated Statements of Operations and included these amounts in the Cost of Sales line item for the three and six months ended June 30, 2005. The reclassification affected Coatings, Sealants and Other Products in the Cost of Sales line item and Total Cost of Sales which each increased $104,879 and $236,765; Gross Profit decreased $104,879 and $236,765; Selling, General and Administrative decreased $93,433 and $219,520; Depreciation and Amortization decreased $11,446 and $17,245; and Total Operating Expenses decreased $104,879 and $236,765, for the three and six months ended June 30, 2005, respectively.

(B)   Restatement of Inventory and Cost of Sales - The Company, after the reclassification in paragraph (A) above, restated the value of Inventories on the Consolidated Balance Sheets for quarter ended June 30, 2005 and Cost of Sales on the Consolidated Statements of Operations for the for the three and six months ended June 30, 2005. Inventories, Total Current Assets, and Total Assets each increased $64,804 for the quarter ended June 30, 2005; and Coatings, Sealants and Other Products in the Cost of Sales line item and Total Cost of Sales each decreased $21,395 and $52,390; Gross Profit increased $21,395 and $52,390; and Operating Loss and Net Loss each decreased $21,395 and $52,390, for the three and six months ended June 30, 2005. No income tax effects were related to this restatement. See Note 17, paragraph (C) for illustrative requirement.

(C)   Restatement of Allowance for Doubtful Accounts and Bad Debt Expense - The Company, after the reclassification in paragraph (A) and restatement in paragraph (B) above, restated the Allowance for Doubtful Accounts for the quarter ended June 30, 2005, and Bad Debt expense included in the Selling, General and Administrative line item on the Condensed Consolidated Statements of Operations, for the three and six months ended June 30, 2005. Allowance for Doubtful Accounts increased $25,498 and Total Current Assets and Total Assets each decreased $25,498, for the quarter ended June 30, 2005; and Selling, General and Administrative, Operating Loss, and Net Loss each increased $3,271 and decreased 20,111, for the three and six months ended June 30, 2005, respectively. No income tax effects were related to this restatement. See Note 17, paragraph (D) for illustrative requirement.

(D)   Restatement of Goodwill and Other Intangible Assets and Amortization Expense - The Company, after the reclassification in paragraph (A) and restatements in paragraphs (B) and (C) above, separately valued the customer list and product formulation acquired with the LaPolla Subsidiary, disaggregated these values from Goodwill and identified them as Other Intangible Assets for the quarter ended June 30, 2005, and recorded Amortization expense in the Selling, General and Administrative line item on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2005. Goodwill and Other Intangible Assets, Net, Total Other Assets, and Total Assets each decreased $5,769 for the quarter ended June 30, 2005; and Depreciation and Amortization, Operating Loss, and Net Loss each increased $5,769 and $7,692, for the three and six months ended June 30, 2005, respectively. No income tax effects were related to this restatement. See Note 17, paragraph (E) for illustrative requirement.

(E)   Restatement of Additional Paid-In Capital and Share-Based Compensation Expense - The Company, after the reclassification in paragraph (A) and restatements in paragraphs (B), (C), and (D) above, restated Additional Paid-In Capital on the Condensed Consolidated Balance Sheets for the quarter ended June 30, 2005 and Share-Based Compensation expense included in the Selling, General and Administrative line item on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2005. Additional Paid-In Capital and Accumulated Deficit each decreased $25,473 for the quarter ended June 30, 2005; and Selling, General and Administrative, Operating Loss, and Net Loss each decreased $25,473, for the three and six months ended June 30, 2005, respectively. No income tax effects were related to this restatement. See Note 17, paragraph (F) for illustrative requirement.

See accompanying notes to condensed consolidated financial statements.

A-6


LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Six Months Ended June 30,
 
   
2005
 
2004
 
   
Restated
 
Restated
 
Cash Flows From Operating Activities
         
Net (Loss)
         
Continuing Operations
 
$
(2,095,645
)
$
(1,581,394
)
Discontinued Operations
   
(324,591
)
 
(1,654,180
)
Adjustments to Reconcile Net (Loss) to Net Cash Provided by (Used in) by Operating Activities:
             
Depreciation and Amortization
   
65,124
   
41,669
 
Provision for Losses on Trade Receivables
   
25,498
   
 
Loss on Disposition of Property, Plant and Equipment
   
(2,657
)
 
760
 
Stock Based Operating Expenses:
             
Other Compensation
   
5,600
   
8,574
 
Board of Director Fees
   
339,290
   
251,820
 
Changes in Assets and Liabilities, Net of Effects from Purchase of LaPolla Subsidiary
             
Trade Receivables
   
(1,340,505
)
 
58,174
 
Inventories
   
(292,637
)
 
11,204
 
Prepaid Expenses and Other Current Assets
   
(12,364
)
 
(173,072
)
Deposits and Other Non Current Assets
   
(136,835
)
 
12,420
 
Accounts Payable
   
1,429,855
   
(196,985
)
Accrued Expenses and Other Current Liabilities
   
240,815
   
121,537
 
Other Liabilities
   
184,420
   
 
Reserve for Litigation
   
   
15,000
 
Net Operating Activities of Discontinued Operations
   
(410,931
)
 
(700,252
)
Net Cash (Used in) Operating Activities
   
(2,325,563
)
 
(3,784,725
)
               
Cash Flows From Investing Activities
             
Additions to Property, Plant and Equipment
 
$
(313,456
)
$
(92,312
)
Payment for Purchase of LaPolla Subsidiary, Net of Cash Acquired
   
(1,931,825
)
 
 
Net Investing Activities of Discontinued Operations
   
   
 
Net Cash Provided by (Used in) Investing Activities
   
(2,245,281
)
 
(92,312
)
 
             
Cash Flows From Financing Activities
             
Proceeds from the Issuance of Stock
 
$
 
$
 
Proceeds from Line of Credit
   
2,967
   
7,789
 
Payments on Line of Credit
   
(122,063
)
 
(6,600
)
Proceeds from Loans Payable - Related Party
   
4,302,500
   
3,950,000
 
Proceeds from Note Payable - Other
   
500,000
   
 
Principal Repayments on Long Term Debt
   
(28,323
)
 
(2,701
)
Principal Payments under Capital Lease Obligation
   
(1,177
)
 
(878
)
Net Financing Activities of Discontinued Operations
   
   
(19,854
)
Net Cash Provided by Financing Activities
   
4,653,904
   
3,927,756
 
 
             
Net Increase In Cash
 
$
83,060
 
$
50,719
 
Cash at Beginning of Period
   
24,465
   
35,385
 
Cash at End of Period
 
$
107,525
 
$
86,104
 
 
             
Supplemental Disclosure of Cash Flow Information:
             
 
             
Cash Payments for Income Taxes
 
$
 
$
 
Cash Payments for Interest
 
$
30,015
 
$
32,641
 
 
             
Supplemental Schedule of Non Cash Investing and Financing Activities
             
 
             
Property, Plant and Equipment acquired via a Capital Lease Obligation
 
$
 
$
7,200
 
Property, Plant and Equipment acquired via issuance of Long Term Debt
   
184,420
   
 
Common Stock issued as Other Compensation pursuant to Employment Agreements
   
5,600
   
8,574
 
Common Stock issued as Director Fees pursuant to Director Compensation Plan
   
339,290
   
251,820
 
Common Stock issued in connection with Acquisition of Business Entity
   
22
   
 
Common Stock extinguished pursuant to Settlement Agreement
   
   
(131,508
)
Common Stock issued related to and upon Conversion of Preferred Stock
   
   
674,315
 
Common Stock issued upon Cancellation of Indebtedness
 
$
6,000,000
 
$
 
 
See accompanying notes to condensed consolidated financial statements.

A-7

 
LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
Note 1. Basis of Presentation.

Effective October 1, 2005, IFT Corporation, a Delaware corporation, merged its wholly owned subsidiary, LaPolla Industries, Inc., an Arizona corporation, into itself, whereupon the separate existence of LaPolla Industries, Inc., an Arizona corporation, ceased and IFT Corporation continued as the surviving corporation. Effective November 8, 2005, IFT Corporation changed its corporate name to LaPolla Industries, Inc. The unaudited condensed consolidated financial statements and related notes reflect the new corporation name, LaPolla Industries, Inc., which is the same name previously associated with the Company’s former wholly owned subsidiary LaPolla Industries, Inc. that was merged into IFT Corporation subsequent to the current period. To be clear, references to the former wholly owned subsidiary are reflected as “LaPolla Subsidiary” or “LaPolla Products”, where applicable, in this presentation to aid the reader in understanding the current period presentation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (consisting only of normal recurring accruals) to present fairly the financial information contained therein. These statements do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP) for annual periods and should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2004, including any amendments thereto, as filed with the Securities and Exchange Commission. The Company prepared the condensed consolidated financial statements following the requirements of the rules promulgated by the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. The results of operations for the six months ended June 30, 2005 are not necessarily indicative of the results to be expected for the year ending December 31, 2005 or any other period(s).

Note 2. Reclassifications and Changes in Presentation.

Certain amounts in the prior years have been reclassified to conform to the 2005 unaudited condensed consolidated financial statement presentation. The Company has separately disclosed the operating, investing and financing portion of the cash flows attributable to its discontinued operations.

Note 3. Going Concern.

While the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations, certain adverse conditions and events cast substantial doubt upon the validity of this assumption. The Company has experienced significant recurring operational losses and negative cash flows from operations, and at June 30, 2005 has an accumulated deficit, net of dividends, of $63,562,989, a working capital deficit of $5,332,522 and its total liabilities exceeded its total assets by $3,217,508. These factors raise doubt about the Company’s ability to continue as a going concern. The Company has relied principally on non-operational sources of financing, mainly from Richard J. Kurtz, Chairman of the Board (“Chairman”), to fund its operations for approximately seven years. Although the Company had no formal commitment from the Chairman to fund the Company’s operating requirements for the 2005 year, the Company received short term demand loans, during the period January 1, 2005 through June 30, 2005, aggregating $4,302,500 from the Chairman, of which $2,000,000 was for the acquisition of the LaPolla Subsidiary on February 11, 2005, and the remaining $2,302,500 for operational costs and other corporate purposes. The Company’s ability to continue as a going concern will be dependent on management’s ability to successfully execute its business plan, which includes increasing revenues while decreasing operating costs and expenses, as well as, increasing operational cash flow, continued support from the Chairman, and obtaining additional funding to support longer term capital requirements. If management in unsuccessful is obtaining one or more of the above mentioned goals, the Company’s ability to continue as a going concern would be adversely impacted. These financial statements do not include adjustments or disclosures that may result from the Company’s inability to continue as a going concern. See also Note 10 - Note Payable - Other.

Note 4. Trade Receivables.

Trade receivables are comprised of the following:

   
June 30, 2005
 
December 31, 2004
 
Trade Receivables
 
$
3,557,463
 
$
704,747
 
Less: Allowance for Doubtful Accounts
   
(38,319
)
 
(12,821
)
Trade Receivables, Net
 
$
3,519,144
 
$
691,926
 

Note 5. Inventories.

Inventories are comprised of the following:

   
June 30, 2005
 
December 31, 2004
 
Raw Materials
 
$
479,711
 
$
65,920
 
Finished Goods
   
392,491
   
202,074
 
Total
 
$
872,203
 
$
267,995
 

Note 6. Property, Plant and Equipment.

Property, Plant and Equipment are comprised of the following:

   
June 30, 2005
 
December 31, 2004
 
Vehicles
 
$
246,290
 
$
137,822
 
Leasehold Improvements
   
9,926
   
62,278
 
Office Furniture and Equipment
   
93,714
   
70,195
 
Computers and Software
   
207,335
   
192,284
 
Displays
   
62,278
   
 
Machinery and Equipment
   
319,954
   
133,273
 
Total Property, Plant and Equipment
 
$
939,497
 
$
595,852
 
Less: Accumulated Depreciation
   
(365,916
)
 
(308,068
)
Total Property, Plant and Equipment, Net
 
$
573,581
 
$
287,784
 

A-8

 
LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 7. Goodwill and Other Intangible Assets.

Goodwill

   
June 30, 2005
 
December 31, 2004
 
Infiniti Subsidiary
 
$
 
$
774,000
 
LaPolla Subsidiary
   
1,951,000
*  
 
   
$
1,951,000
 
$
774,000
 
 
*See also Note 13 - Merger of Subsidiary.

Other Intangible Assets

   
 June 30, 2005
 
   
Gross Amount
 
Accumulated Amortization
 
Amortization Period
 
Customer List
 
$
69,235
 
$
(4,616
)
 
5 Years
 
Product Formulation
   
138,471
   
(3,076
)
 
15 Years
 
   
$
207,706
 
$
(7,692
)
     

The Customer List and Product Formulation were acquired in connection with the acquisition of the LaPolla Subsidiary.

Note 8. Line of Credit.

Line of credit is comprised of the following:

   
June 30, 2005
 
 December 31, 2004
 
$180,000 Line of Credit, maturing February 1, 2006, bears interest at prime plus 1% per annum, secured by all the assets of the LaPolla Subsidiary and a personal guarantee from the Chairman of the Board.
 
$
100,057
 
$
219,152
 

Note 9. Loans Payable - Related Party.

Loans payable - related party is comprised of funds loaned to the Company, for working capital and other corporate purposes, from the Chairman. These loans are payable upon demand, unsecured and bear interest at 9% per annum through December 31, 2004, and at 6% per annum for the six months ended June 30, 2005. During the period from January 1, 2005 to June 30, 2005 the Chairman loaned the Company funds aggregating $4,302,500, $2,000,000 of which was used for the purchase of the LaPolla Subsidiary.

Note 10. Note Payable - Other.

On June 2, 2005, the Company and the Chairman signed a Promissory Note with a national institution granting access to funds in the amount of $2,000,000, which may be drawn against from time to time for the operations of the Company. During the second quarter, the Company accessed $500,000, which represents the balance as of June 30, 2005. The Note bears interest at a rate equal to 1-month LIBOR plus two and one-quarter percent (2.25) per annum (“LIBOR-Based Rate”), and has a maturity date of June 1, 2006.

Note 11. (Loss) Per Share - Basic and Diluted.

The table below presents the computation of basic and diluted (loss) per share:

   
Three Months Ended June 30,
 
Six Months Ended June 30,
 
   
2005
 
2004
 
2005
 
2004
 
   
Amount
 
Per Share Amount
 
Amount
 
Per Share Amount
 
Amount
 
Per Share Amount
 
Amount
 
Per Share Amount
 
Operating (Loss)
 
$
(851,875
)  
$
(0.016
$
(959,286
$
(0.033
$
(2,095,643
$
(0.041
$
(1,581,394
$
(0.054
)
Income (Loss) from Discontinued Operations
   
2,514
   
0.000
   
(569,251
)
 
(0.019
)
 
(324,591
)
 
(0.006
)
 
(1,654,180
)
 
(0.057
)
Net (Loss)
 
$
(849,361
)
$
(0.016
)
$
(1,528,537
)
$
(0.052
)
$
(2,420,234
)
$
(0.047
)
$
(3,235,574
)
$
(0.111
)
Weighted Average Common Shares Outstanding
   
50,306,865
         
28,735,928
         
50,252,462
         
28,784,466
       

Basic and diluted net loss per share are the same since (a) the Company has reflected net losses from continuing operations for all periods presented and (b) the potential issuance of shares of the Company would be anti-dilutive.
 
A-9


LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 12. Discontinued Operations.

On November 5, 2004, the Company discontinued the operations of its RSM Technologies, Inc. subsidiary (“RSM Subsidiary”). The condensed consolidated financial statements and the related notes have been recast to reflect the financial position, results of operations and cash flows on an aggregated basis for the RSM Subsidiary.

The assets and liabilities of the discontinued operations presented on an aggregated basis in the Condensed Consolidated Balance Sheets consist of the following at:

Assets
 
June 30, 2005
 
 December 31, 2004
 
Cash
 
$
4,651
 
$
438
 
Prepaid Expenses and Other Current Assets
   
2,500
   
 
Total Assets
 
$
7,151
 
$
438
 
Liabilities
             
Accounts Payable
 
$
255,396
 
$
662,696
 
Accrued Expenses and Other Current Liabilities
   
50,000
   
57,871
 
Line of Credit
   
499,918
   
499,918
 
Reserve for Litigation
   
525,000
   
525,000
 
Total Liabilities
 
$
1,330,314
 
$
1,745,485
 

Note 13. Merger of Subsidiary.

Effective April 1, 2005, Infiniti Products, Inc., a Florida corporation (“Infiniti Subsidiary”), merged with and into LaPolla Industries, Inc., an Arizona corporation (“LaPolla Subsidiary”), whereupon the separate existence of the Infiniti Subsidiary ceased and the LaPolla Subsidiary continued as the surviving corporation.

Note 14.   Business Segment Information.

Effective April 1, 2005, the Company determined that it had two distinct business segments. These two business segments were defined as Corporate and LaPolla Products. On April 1, 2005, the Company’s Infiniti Subsidiary merged with and into the LaPolla Subsidiary and, therefore, the Infiniti Products business segment has been combined with and into the LaPolla Products segment.

The business segment financial data reflected in the table below was derived from the Company’s condensed consolidated financial position and condensed consolidated results of operations as follows:

 
(i)
Corporate was derived from the financial data of the Company; and
 
(ii)
LaPolla Products was derived from the financial data of the LaPolla Subsidiary.

The following table reflects certain business segment financial data as of and for the six months ended June 30, 2005:

   
Corporate
 
LaPolla Products
 
Total
 
Revenue
 
$
---
 
$
7,663,829
 
$
7,663,829
 
Gross Profit
 
$
---
 
$
1,275,538
 
$
1,275,538
 
Operating (Loss)
 
$
(1,529,419
)
$
(566,224
)
$
(2,095,643
)
Capital Expenditures (Net of Capital Leases)
 
$
12,021
 
$
256,242
 
$
268,263
 
Depreciation and Amortization Expense
 
$
25,957
 
$
22,755
 
$
48,712
 
Identifiable Assets
 
$
3,003,089
 
$
4,467,175
 
$
7,470,264
 

On November 5, 2004, the Company discontinued the operations of its RSM Subsidiary and the related business segment, formerly reflected as RSM Products, was eliminated at that time. The table above does not include any financial data relating to the discontinued RSM Products business segment, which is reported as discontinued operations in the Company’s financial statements. See also Note 12 - Discontinued Operations.

Note 15. Commitments and Contingencies.

Reserve

   
June 30, 2005
 
December 31, 2004
 
Accounts Payable - Discontinued Operations
 
$
255,396
 
$
662,696
 
Accrued Expenses and Other Current Liabilities - Discontinued Operations
   
50,000
   
57,871
 
Line of Credit - Discontinued Operations
   
499,918
   
499,918
 
Reserve for Litigation - Discontinued Operations
   
525,000
   
525,000
 
Reserve for Litigation - Current Operations
   
15,000
   
15,000
 
Total
 
$
1,345,314
 
$
1,760,485
 

Note 16. Subsequent Events.

Note Payable - Other

The Company accessed $250,000 from the Note in order to ensure various key vendors were paid within certain time frames. See Note 10 - Note Payable - Other.
 
A-10


LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED - CONTINUED)

Note 17.
Reclassifications, Restatements, and Corrections to Previously Issued Financial Statements.
 
(A)   Reclassification of Continuing and Discontinued Operations - The Company discontinued certain operations that took place during the years 2000 throughout 2004. At December 31, 2004, the current operations in effect related to the public company itself as a holding company and one wholly owned subsidiary, Infiniti Products, Inc. (“Infiniti Subsidiary”). The original report filed with the SEC did not fully separate and segregate all of the financial and other related information related to the Company’s discontinued operations from its continuing operations. The aggregate financial data originally presented for the periods presented were not affected by the reclassification. See also Page A-2 - Items Amended Hereby, paragraph (A) for more information.

(B)   Reclassification of Certain Cost of Sales and Selling, General and Administrative Expenses - The Company reclassified certain direct labor expenses related to receiving, purchasing and inspection, shipping and handling costs (outbound freight) and warehousing costs originally included in the Selling, General and Administrative line item on the Condensed Consolidated Statements of Operations and included these amounts in the Cost of Sales line item for the three and six months ended June 30, 2005. The aggregate financial data originally presented for the periods presented were not affected by the reclassification. See also Page A-2 - Items Amended Hereby, paragraph (B) for more information.

(C)   Restatement of Inventory and Cost of Sales - The Company, after the reclassifications in paragraphs (A) and (B) above, restated the value of Inventories on the Consolidated Balance Sheets for the quarter ended June 30, 2005 and Cost of Sales on the Consolidated Statements of Operations for the for the three and six months ended June 30, 2005. The aggregate amount of assets, cost of sales, net loss, and accumulated deficit of the Company originally reported were affected by the restatement. To illustrate:

   
Three Months Ended June 30, 2005
 
Six Months Ended June 30, 2005
 
Net Loss (As Previously Reported)
 
$
(887,189
)
$
(2,510,516
)
Adjustments
   
21,395
   
52,390
 
As Adjusted
 
$
(865,794
)
$
(2,458,126
)

See also Page A-2 - Items Amended Hereby, paragraph (C) for more information.

(D)   Restatement of Allowance for Doubtful Accounts and Bad Debt Expense - The Company, after the reclassifications in paragraphs (A) and (B) and restatement in paragraph (C) above, restated the Allowance for Doubtful Accounts for the quarter ended June 30, 2005, and Bad Debt expense included in the Selling, General and Administrative line item on the Condensed Consolidated Statements of Operations, for the three and six months ended June 30, 2005. The aggregate amount of assets, expenses, net loss, and accumulated deficit of the Company originally reported were affected by the restatement. To illustrate:

   
Three Months Ended June 30, 2005
 
Six Months Ended June 30, 2005
 
Net Loss (As Adjusted Per (C))
 
$
(865,794
)
$
(2,458,126
)
Adjustments
   
(3,217
)
 
20,111
 
As Adjusted
 
$
(869,065
)
$
(2,438,015
)

See also Page A-2 - Items Amended Hereby, Item (D) for more information.

(E)   Restatement of Goodwill and Other Intangible Assets and Amortization Expense - The Company, after the reclassifications in paragraphs (A) and (B) and restatements in paragraphs (C) and (D) above, separately valued the customer list and product formulation acquired with the LaPolla Subsidiary, disaggregated these values from Goodwill and identified them as Other Intangible Assets for the quarter ended June 30, 2005, and recorded Amortization expense in the Selling, General and Administrative line item on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2005. The aggregate amount of assets, expenses, net loss, and accumulated deficit of the Company originally reported were affected by the restatement. To illustrate:

   
Three Months Ended June 30, 2005
 
Six Months Ended June 30, 2005
 
Net Loss (As Adjusted Per (D))
 
$
(869,065
)
$
(2,438,015
)
Adjustments
   
(5,769
)
 
(7,692
)
As Adjusted
 
$
(874,834
)
$
(2,445,707
)

See also Page A-2 - Items Amended Hereby, paragraph (E) for more information.

(F)   Restatement of Additional Paid-In Capital and Share-Based Compensation Expense - The Company, after the reclassifications in paragraphs (A) and (B) and restatements in paragraphs (C), (D), and (E) above, restated Additional Paid-In Capital on the Condensed Consolidated Balance Sheets for the quarter ended June 30, 2005 and Share-Based Compensation expense included in the Selling, General and Administrative line item on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2005. The aggregate amount of assets, expenses, net loss, and accumulated deficit of the Company originally reported were affected by the restatement. To illustrate:

   
Three Months Ended June 30, 2005
 
Six Months Ended June 30, 2005
 
Net Loss (As Adjusted Per (E))
 
$
(874,834
)
$
(2,445,707
)
Adjustments
   
25,473
   
25,473
 
As Adjusted and Restated
 
$
(849,361
)
$
(2,420,234
)

See also Page A-2 - Items Amended Hereby, paragraph (F) for more information.
 
A-11


LAPOLLA INDUSTRIES, INC.
(F/K/A IFT CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED - CONTINUED)

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 2005 AND 2004

As used in this amended report, the "Company" or "Us" or "We" or “Our” refer to LaPolla Industries, Inc., a Delaware corporation, and its subsidiaries, unless the context otherwise requires. Effective October 1, 2005, IFT Corporation, a Delaware corporation, merged its wholly owned subsidiary, LaPolla Industries, Inc., an Arizona corporation, into itself, whereupon the separate existence of LaPolla Industries, Inc. ceased and IFT Corporation continued as the surviving corporation. Effective November 8, 2005, IFT Corporation changed its corporate name to LaPolla Industries, Inc. The financial review reflects the new corporation name, LaPolla Industries, Inc., which is the same name previously associated with the Company’s former wholly owned subsidiary LaPolla Industries, Inc. that was merged into IFT Corporation immediately after the end of the third quarter of 2005. To be clear, references to this former wholly owned subsidiary are reflected as “LaPolla Subsidiary” or “LaPolla Products”, where applicable, in this review to aid the reader in understanding the current period review. The financial review below presents our operating results for the three and six months ended June 30, 2005 and 2004, and our financial condition at June 30, 2005. Except for the historical information contained herein, the following discussion contains forward-looking statements, which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this amended report and specifically under the caption “Forward Looking Statements” below. In addition, the following review should be read in conjunction with the information presented in our unaudited condensed consolidated financial statements and related notes for the three and six months ended June 30, 2005 above.

Overview

We are a publicly traded holding company focused on acquiring and developing companies that operate in the coatings, paints, foams, sealants, and adhesives markets. Effective April 1, 2005, our wholly-owned subsidiary, Infiniti Products, Inc. (“Infiniti Subsidiary”), a Florida corporation, which marketed, sold, manufactured and distributed acrylic roof coatings, roof paints, sealers, and roofing adhesives to the home improvement retail and polyurethane foam systems to the industrial/commercial construction industries (“Infiniti Products”), merged with and into our wholly-owned subsidiary, the LaPolla Subsidiary, an Arizona corporation, whereupon the separate existence of the Infiniti Subsidiary ceased and the LaPolla Subsidiary continued as the surviving corporation. The Company acquired 100% of the capital stock of the LaPolla Subsidiary for $2 Million in cash and stock on February 11, 2005. The LaPolla Subsidiary markets, sells, manufactures and distributes acrylic roof coatings, sealers, and polyurethane foam systems to the commercial construction and roof paints and roofing adhesives to the home improvement retail industries (“LaPolla Products”). The LaPolla name has been recognized in the Southwestern United States for over 27 years by roofing contractors, building owners and design professionals. We are continuing to expand our reach with a nationwide sales and marketing program to ensure development and execution of a consistent marketing strategy for our LaPolla Products in all geographic regions that share similar distribution channels and customers. Our sales offices are located in The Woodlands, Texas, Atlanta, Georgia, Camarillo, California, and Mount Holly Springs, Pennsylvania. LaPolla operates two manufacturing plants located in Tempe, Arizona and Deerfield Beach, Florida. A third manufacturing plant is scheduled to open during the third quarter of 2005. The basic assets of the LaPolla Subsidiary include manufacturing equipment, product formulations, raw material and finished goods inventory, long term employees, customers, and vendors, office equipment, accounts receivable, and goodwill. On November 5, 2004, pursuant to resolution of the Board of Directors, we discontinued the operations of our RSM Technologies, Inc. subsidiary (“RSM Subsidiary”). Our condensed consolidated financial statements and related notes have been recast to reflect the financial position, results of operations and cash flows of the RSM Subsidiary as a discontinued operation.

Results of Operations

We operated our business on the basis of two reportable segments, which we refer to as Corporate and LaPolla Products, during the second quarter of 2005. LaPolla Products are collectively referred to as “Coatings, Sealants and Other Products” in our condensed consolidated financial statements for this reporting period. The following table compares 2005 and 2004 revenue for the three and six month periods ended June 30, 2005 and 2004:

   
 Three Months Ended June 30,
 
 Six Months Ended June 30,
 
   
 2005
 
 2004
 
 2005
 
 2004
 
Revenue:
                     
Coatings, Sealants and Other Products
 
$
5,206,176
 
$
586,629
 
$
7,663,829
 
$
1,047,526
 
Total Revenue
 
$
5,206,176
 
$
586,629
 
$
7,663,829
 
$
1,047,526
 

The $4,619,547 or 787% increase in revenue for the three months ended June 30, 2005 compared to the same 2004 period was primarily the result of an increase in our sales volumes due to strong demand for our LaPolla Products in our target markets. The increase in revenue of $6,616,303, which represents an increase of 632% in revenue for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004 was due primarily to sales recognized from and after our acquisition of the LaPolla Subsidiary, the Infiniti Subsidiary’s sales prior to merging with the LaPolla Subsidiary, and an increase in our sales volumes due to strong demand for our LaPolla Products.

Our cost of sales for the three months ended June 30, 2005 was $4,183,298 as compared to $472,958 for the three months ended June 30, 2004. The increase in the total cost of sales of $3,710,340 was primarily due to increased purchases of the raw materials required to manufacture our LaPolla Products to support our substantial growth in revenue. The cost of sales as a percentage of our revenue was 80.3% for the three months ended June 30, 2005 as compared to 80.6% for the same 2004 period. This .03% decrease in cost of sales as a percentage of revenue from the comparable 2004 period is attributable to the product margin mix resulting from integration of the LaPolla Products and Infiniti Products. The $5,558,708 increase in cost of sales for the six months ended June 30, 2005 compared to the same 2004 period was primarily attributable to costs of raw materials and other costs of sales for the LaPolla Products from and after the acquisition of the LaPolla Subsidiary, costs of raw materials and other costs of sales related to the Infiniti Subsidiary’s products prior to merging with the LaPolla Subsidiary, and increased purchases of raw materials required to manufacture our LaPolla Products to support our substantial growth in revenue during the second quarter of 2005. The cost of sales as a percentage of our revenue was 83.3% for the six months ended June 30, 2005 as compared to 79.1% for the same 2004 period. This 4.2% increase in cost of sales as a percentage of revenue from 2004 is attributable to the product margin mix resulting from integration of the LaPolla Products and Infiniti Products, in addition to competition in the marketplace. The 83.3% cost of sales percentage for the six months ended June 30, 2005 is a combination of the 80.3% cost of sales percentage for the three months ended June 30, 2005 and the 89.7% cost of sales percentage for the three months ended March 31, 2005. The high cost of sales percentage has decreased significantly from the 89.7% cost of sales reported in the first quarter of 2005, which was mainly attributable to former unprofitable customers concerning which we either continue to increase sales prices or eliminate relationships.

A-12

 
Gross profit as a percentage for the second quarter of 2005 was 19.6% of revenue, which represents a .3 percentage point decrease from the 19.3% rate for the second quarter of 2004. Our gross profit percentage decreased in the second quarter of 2005 compared to the second quarter of 2004 primarily as a result of an increase in sales of lower margin products as compared to higher margin products. The gross profit percentage decreased in the first six months of 2005 compared to the six months ended June 30, 2004, primarily due to the same reasons discussed above in the analysis of the second quarter 2005 decrease in the gross profit percentage. Gross profit for the second quarter of 2005 was $1,022,878, or 19.6% as a percentage of revenue, as compared to gross profit for the first quarter of 2005 which was $252,660, or 10.2% as a percentage of revenue. This 9.4% increase in gross profit was mainly attributable to an increase in selling prices to our customers and elimination of unprofitable customer relationships.

Selling, general and administrative, or SG&A, expenses were $1,620,713, or 31.1% of revenue, in the second quarter of 2005 compared to $753,427, or greater than 100% of revenue, in the second quarter of 2004. SG&A expenses for the first six months of 2005 were $2,710,215, or 35.3% of revenue, compared to $1,291,197, or greater than 100% of revenue, in the comparable 2004 period. The increase in SG&A expense dollars was a result of higher selling and marketing expenses supporting our increase in revenue, the addition of new sales personnel in California and Pennsylvania, an increase in promotion and advertising expenditures, investor relations and American Stock Exchange fees, sales travel expenses to obtain new and maintain existing customers, opening a new sales office in Camarillo, California and Mount Holly Springs, Pennsylvania, various insurance coverage increases due to the increase in revenues, opening two warehouses in Georgia and New Mexico, and non-cash stock compensation to officers and directors.

Professional fees consist of accounting, auditing, and legal fees. Our professional fees for the three months ended June 30, 2005 were $126,723 as compared to $151,373 for the three months ended June 30, 2004. The decrease of $24,650 was primarily due to a decrease in attorney’s fees for past and current litigation, which was offset by an increase in auditing fees incurred during the beginning of the second quarter of 2005 related to the acquisition of the LaPolla Subsidiary. The $127,697 increase in professional fees in the first six months of 2005 compared to the same 2004 period was primarily the result of an increase in attorney’s fees related to past and current litigation, as well as auditing and accounting fees related to our acquisition of the LaPolla Subsidiary.

Our depreciation and amortization expense was $21,563 for the second quarter of 2005 compared to $21,298 for the second quarter of 2004. The increase of $265 was primarily the result of purchasing machinery and equipment for our manufacturing plants in Florida and Arizona. The $7,044 increase in depreciation and amortization expense in the first six months of 2005 compared to the same 2004 period was primarily due to the acquisition of additional assets and machinery and equipment from our acquisition of the LaPolla Subsidiary and purchasing machinery and equipment for our manufacturing plants in Florida and Arizona.
 
We did not incur any research and development costs in the three or six months ended June 30, 2005 or 2004.

Consulting fees for the three months ended June 30, 2005 were $64,011 as compared to $60,780 for the three months ended June 30, 2004. For the six months ended June 30, 2005, consulting fees were $125,392 compared to $70,993 for the six months ended June 30, 2004. The increases in 2005 were the result of an increase in the number and type of consultants engaged to provide business and financial consulting services for us.

For the three months ended June 30, 2005, our interest expense was $54,396 as compared to $85,986 for the three months ended June 30, 2004. Our interest expense for the six months ended June 30, 2005 was $110,886 as compared to $129,197 for the six months ended June 30, 2004. The decreases were primarily attributable to a decrease in the interest rate on loans payable - related party from 9% per annum to 6% per annum. In addition, the balance on the loans payable - related party was $4,279,408 as of June 30, 2005, as compared to a balance of $5,670,000 as of June 30, 2004.

Other income in the three and six months ended June 30, 2005 was $17,242 compared to $93 and $761, respectively, for the comparable 2004 periods. The increase was primarily the result of a write-off of estimated taxes for the LaPolla Subsidiary due to prior net operating losses in 2004 and gain on the sale of machinery and equipment during the second quarter of 2005.

The loss from discontinued operations for the three months ended June 30, 2005 reflects a $2,514 gain compared to a loss of $569,251 for the three months ended June 30, 2004. The $2,514 gain is due to a decrease in commitments and contingencies during the second quarter of 2005. Our loss from discontinued operations for the six months ended June 30, 2005 reflects a $324,591 loss compared to $1,654,180 for the six months ended June 30, 2004. The $324,591 loss is the result of a $327,105 increase in commitments and contingencies, partially offset the by the $2,514 gain during the three months ended June 30, 2005.

Financial Condition, Liquidity and Capital Resources

We assess our liquidity by our ability to generate cash to fund our operations. Significant factors in the management of liquidity are: funds generated by operations, levels of accounts receivable, inventories, accounts payable and capital expenditures, funds required for acquisitions, adequate credit facilities, and financial flexibility to attract long-term capital on satisfactory terms. Historically, we have generated insufficient cash from operations to meet our working capital requirements and have relied principally on related party funding from our Chairman over the past six years and outside investors to meet our working capital and other corporate needs. With the discontinuation of our RSM Products business segment, the acquisition of LaPolla, merger of Infiniti and LaPolla, in conjunction with our retention of proven sales and marketing personnel, we are beginning to see substantial improvement in our ability to generate enough cash from our operations to meet our working capital requirements. We were required to expend certain funds during the first and second quarters to enhance our infrastructure to be able to effectively manage the growth surge we are continuing to experience in our revenue, which included attracting and retaining new executives, integrating our LaPolla acquisition, creating sales, marketing and promotional materials, rolling out our LaPolla Products in national trade shows, implementing new software to centralize accounting processes, satisfying non-recurring liabilities related to our discontinued RSM Products business, adding more sales personnel to open up new markets for our LaPolla Products in strategic locations, and opening up new geographically dispersed warehouses to support our national sales strategies and growth plans.

We had $112,176 of cash on hand at June 30, 2005 as compared to $24,465 at December 31, 2004, an increase of $87,711. During the six months ended June 30, 2005, our working capital deficit decreased $2,373,675 from a deficit of $7,706,197 as of December 31, 2004 to a deficit of $5,332,522 as of June 30, 2005. This decrease in the working capital deficit resulted from a decrease of $1,390,592 in loans payable-related party and a decrease in interest of $223,300 due to the Chairman from debt cancellation, a $2,598,009 increase in accounts payable, a $73,383 increase in accrued expenses and other current liabilities and an increase of $154,920 in long-term debt, after taking into account a $2,827,218 increase in net trade receivables, an increase in inventory of $604,208, a $119,095 decrease in a line of credit, an increase of $122,564 in prepaid expenses and other current assets, and a decrease in commitments and contingencies.

For the six months ended June 30, 2005 and 2004, the net cash used for operating activities was $2,320,912 and $3,784,725, respectively. The net cash flow used for investing activities was $2,245,281 for the six months ended June 30, 2005, as compared to the six months ended June 30, 2004, where the net cash flow used was $92,312. The net cash provided by financing activities was $4,653,904 for the six months ended June 30, 2005 compared to $3,927,756 for the same 2004 period.

The net cash used for operating activities for the six months ended June 30, 2005 was $2,320,912 compared to cash used of $3,784,725 for the six months ended June 30, 2004. The decrease in net cash used for operating activities of $1,463,813 was primarily due to an increase in trade receivables, inventories, deposits and other non current assets, accounts payable, accrued expenses and other current liabilities, and other liabilities and a decrease in prepaid expenses and other current assets. The net cash used in operating activities for discontinued operations was $406,280 and $700,252 for the six months ended June 30, 2005 and 2004, respectively.

The net cash used for investing activities for the six months ended June 30, 2005 was $2,245,281 compared to $92,312 for the six months ended June 30, 2004. This increase in net cash used for investing activities of $2,152,969 was primarily attributable to our investment in the LaPolla Subsidiary for $2,000,000 in cash and an increase in acquisitions of machinery and equipment.
 
A-13


The net cash provided by financing activities for the six months ended June 30, 2005 was $4,653,904 compared to the net cash provided of $3,927,756 for the six months ended June 30, 2004. The increase in net cash provided from financing activities of $726,148 was attributable to an increase in monies received from the Chairman for the purchase of the LaPolla Subsidiary, an increase in proceeds received from a new note payable, partially offset by an increase in payments made on our long term debt and a line of credit. The net cash used in financing activities for discontinued operations was $-0- and $19,854 for the six months ended June 30, 2005 and 2004, respectively.

We believe that the net cash provided by operating activities, supplemented as necessary with borrowings available under our existing credit facilities, will provide us with sufficient resources to meet our working capital requirements during the remainder of this year. Based on our revenue growth trend, we will probably require additional funds to maintain and further improve our financial relationships with our main vendors, the result of which will likely lead to lower raw material costs and higher gross profit margins on select LaPolla Products. The Chairman has loaned us $4,302,500 and is a co-borrower or has personally guaranteed $1,289,754 for added security on lines of credit, long-term debt, and a note payable, which we are responsible to repay or otherwise settle. Based on the foregoing, the Company is anticipating raising monies during the latter part of the 2005 year, based on market conditions, through private placements of debt or equity, to obtain sufficient resources to meet our longer term working capital requirements, debt service and other cash needs over the next year or until we repay or settle the financial matters between us and the Chairman and become self sufficient with the cash received from our operating activities. There can be no assurance that the Company will be able to obtain any funds, or if obtainable, on terms that are commercially feasible. See also Part I - Financial Information, Item 1. Financial Statements, Notes to Condensed Consolidated Financial Statements, Note 3. Going Concern.

Forward Looking Statements

Statements made by us in this report and in other reports and statements released by us that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21 of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are necessarily estimates reflecting the best judgment of senior management and express our opinions about trends and factors which may impact future operating results. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,” or the negative of such terms, or other comparable terminology. Such statements rely on a number of assumptions concerning future events, many of which are outside of our control, and involve risks and uncertainties that could cause actual results to differ materially from opinions and expectations. Any such forward-looking statements, whether made in this report or elsewhere, should be considered in context with the various disclosures made by us about our businesses including, without limitation, the risk factors discussed below. Although we believe our expectations are based on reasonable assumptions, judgments, and estimates, forward-looking statements involve known and unknown risks, uncertainties, contingencies, and other factors that could cause our or our industry's actual results, level of activity, performance or achievement to differ materially from those discussed in or implied by any forward-looking statements made by or on the Company and could cause our financial condition, results of operations, or cash flows to be materially adversely affected. In evaluating these statements, some of the factors that you should consider include the following: (a) Financial position and results of operations, including general and administrative expense targets and effects on income from continuing operations; (b) Cash position and cash requirements, including the sufficiency of our cash requirements for the next twelve months; (c) Sales and margins; (d) Sources, amounts, and concentration of revenue; (e) Costs and expenses; (f) Accounting estimates, including treatment of goodwill and intangible assets, doubtful accounts, inventory, restructuring, and warranty, and product returns; (g) Operations, supply chain, quality control, and manufacturing supply, capacity, and facilities; (h) Products and services, price of products, product lines, and product and sales channel mix; (i) Relationship with customers, suppliers and strategic partners; (j) Raw material variations, substrate preparation, application specifications, operator techniques, and ambient weather fluctuations; (k) Acquisition and disposition activity; (l) Credit facility and ability to raise capital; (m) Real estate lease arrangements; (n) Global economic, social, and geopolitical conditions; (o) Industry trends and our response to these trends; (p) Tax position and audits; (q) Cost-reduction efforts, including workforce reductions, and the effect on employees; (r) Sources of competition; (s) Protection of intellectual property; (t) Outcome and effect of current and potential future litigation; (u) Research and development efforts; (v) Future lease obligations and other commitments and liabilities; (w) Common stock, including trading price; (x) Security of computer systems; and (y) Changes in accounting policies and practices, as may be adopted by regulatory agencies, and the Financial Accounting Standards Board. We do not plan to update any such forward-looking statements and expressly disclaim any duty to update the information contained in this report except as required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not issue or invest in financial instruments or their derivatives for trading or speculative purposes and are not subject to material foreign currency exchange risks at this time. Our outstanding debt and related interest expense, as it relates to interest rate exposure, in the United States is currently not material to our operations.
 
Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, including our Principal Executive Officer and our Principal Financial Officer, does not expect that our disclosure controls or procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2005, the end of the quarterly period covered by this report. Based on the foregoing, our Principal Executive Officer and our Principal Financial Officer concluded that, as of the period covered by this report, as amended, our disclosure controls and procedures were not as effective as originally contemplated nor did such controls operate at a level appropriate to provide reasonable assurance for certain matters. A material weakness existed. The material weakness identified originated with the period immediately following the Company’s discontinuance of the operations of its RSM Subsidiary on November 5, 2004. The CFO that was originally responsible for the preparation of the financial statements and related notes for the quarter and year ended December 31, 2004 resigned on February 14, 2005 for title purposes and February 28, 2005 for employment purposes. A new CFO was retained on February 25, 2005. The new CFO reviewed and completed the worksheets relating to the evaluation of our disclosure controls and procedures. The CEO reviewed and approved the completed evaluation report. The Company also made an acquisition on February 11, 2005. All of the changes in this report, as amended, requiring reclassifications, restatements, as well as other changes, pertain to knowledge and experience concerning the application of certain accounting principles. The material weakness as identified highlights the need to train accounting and executive personnel regarding the application of appropriate accounting principles for SEC reporting and for succession. The actions that the Company has taken to correct this material weakness include but are not limited to: (a) training of the CEO concerning the tools that are used to prepare and review financial statements and related disclosures and the application of certain accounting principles; (b) enhancement of the hiring practices of the Company to seek where practicable CFOs that have prior SEC reporting experience as a prerequisite for that position; (c) a training program has been initiated for all accounting personnel at various levels to facilitate accurate and punctual reporting; (d) the hiring of our current CFO with prior SEC reporting experience; and (e) an increase in the number of accounting related personnel as deemed required. The Company believes the material weakness identified above has been corrected. There were no changes in our internal controls during the second quarter of 2005. There were significant changes in our internal controls or in other factors after the end of the second quarter of 2005 as described above. There have been no significant changes in our internal controls or in other factors that could significantly affect the internal controls subsequent to the date of this amended report.

A-14


PART II — OTHER INFORMATION
 
Item 1. Legal Proceedings.

The following supplements and amends our discussion set forth under Part I, Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2004 and Part II, Item 1 in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

 
(a)
Plymouth Industries, Inc. vs. Urecoats Industries Inc,. Urecoats Manufacturing, Inc., et. al., Defendants

The litigation between Plymouth Industries, Inc., Plaintiff, and Urecoats Industries Inc. and its wholly-owned subsidiaries Urecoats Manufacturing, Inc. and Urecoats Technologies, Inc. and Richard J. Kurtz, Defendants, has been settled pursuant to a Court approved Confidential Settlement Agreement, wherein none of the parties admitted liability or made any admissions with respect to the allegations or claims made in the litigation.

 
(b)
Various Lawsuits and Claims Arising in the Ordinary Course of Business

We are involved in various lawsuits and claims arising in the ordinary course of business, which are, in our opinion, immaterial both individually and in the aggregate with respect to our consolidated financial position, liquidity or results of operations.
 
Item 2. Changes in Securities and Use of Proceeds.
 
Recent Sales of Unregistered Securities

During the quarterly period ended June 30, 2005, we issued restricted common stock for certain private transactions, in reliance on Section 4(2) of the Act, as described below:

(a)   On May 28, 2005, the third increment of 292,000 shares of restricted common stock granted and issued to our Chairman pursuant to a one time grant of 1,168,000 shares under the Director Compensation Plan (“Director Plan”), vested. We did not consider these shares issued and outstanding due to a vesting provision and non-delivery of the shares pending vesting and as such no value was ascribed to these shares when originally issued on May 28, 2002. The value ascribed to these vested shares was recorded at $277,400. There are 292,000 shares remaining issued but in our custody until such time that they are earned and vested (“Fourth Increment”).

(b)   On June 29, 2005, an aggregate of 68,767 shares of restricted common stock automatically granted and issued to non-employee directors pursuant to the Director Plan upon election at the annual meeting of stockholders held on June 22, 2004 or upon appointment thereafter, vested. We did not consider these shares issued and outstanding due to a vesting provision and non-delivery of the shares pending vesting and as such no value was ascribed to these shares when originally issued. The value ascribed to these vested shares was recorded at $61,890.

(c)   On June 30, 2005, we issued 4,000 shares of restricted common stock to our CEO, as other compensation, pursuant to his employment agreement, which was valued and recorded at $3,600.

Item 3. Defaults Upon Senior Securities.
 
None.

Item 4. Submission of Matters to a Vote of Security Holders.

We held our Annual Meeting of Stockholders on June 29, 2005. At the Annual Meeting, our stockholders elected four directors as more fully described below. At our Annual Meeting, there were present in person or by proxy 46,063,931 votes, representing approximately 92% of the total outstanding eligible votes. The result of the proposal considered at the Annual Meeting was as follows:

Proposal One - Election of Directors
         
   
Affirmative Votes
 
Withheld
1. Richard J. Kurtz
 
44,689,664
 
374,267
2. Lt. General Arthur J. Gregg, US Army (Retired)
 
44,689,413
 
374,518
3. Michael T. Adams
 
44,689,328
 
374,603
4. Gilbert M. Cohen
 
45,162,063
 
901,868

Item 5. Other Information.

None.

Item 6. Exhibits.

See Index of Exhibits on Page A-17.
 
A-15


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
 
     
LAPOLLA INDUSTRIES, INC.
     
(F/K/A IFT CORPORATION)
       
       
       
 Date: March 27, 2006  
By:
/s/ Michael T. Adams, CEO
     
Michael T. Adams
     
CEO
       
     
LAPOLLA INDUSTRIES, INC.
     
(F/K/A IFT CORPORATION)
       
       
       
 Date: March 27, 2006  
By:
/s/ John A. Campbell, CFO
     
John A. Campbell
     
CFO and Treasurer
 
A-16


INDEX OF EXHIBITS

Exhibit Number
Description
   
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification of Principal Executive Officer and Principal Financial Officer pursuant to § 906 of Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer and Principal Financial Officer pursuant to § 906 of Sarbanes-Oxley Act of 2002.
 
 
A-17


EX-31.1/A 2 ex31_1a.htm EXHIBIT 31.1/A Exhibit 31.1/A


Exhibit 31.1/A

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Michael T. Adams, certify that:

 
1.
I have reviewed this quarterly report on Form 10-Q/A of LaPolla Industries, Inc. (f/k/a IFT Corporation);

 
2.
Based on my knowledge, this 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 report;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this 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 report;

 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:   March 27, 2006
LAPOLLA INDUSTRIES, INC.
 
(F/K/A IFT CORPORATION)
     
     
     
 
By:
/s/ Michael T. Adams, CEO
 
 
Michael T. Adams
   
Principal Executive Officer
 
 

EX-31.2/A 3 ex31_2a.htm EXHIBIT 31.2/A Exhibit 31.2/A
 

 
Exhibit 31.2/A

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, John A. Campbell, certify that:

 
1.
I have reviewed this quarterly report on Form 10-Q/A of LaPolla Industries, Inc. (f/k/a IFT Corporation);

 
2.
Based on my knowledge, this 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 report;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this 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 report;

 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   March 27, 2006
LAPOLLA INDUSTRIES, INC.
 
(F/K/A IFT CORPORATION)
     
     
     
 
By:
/s/ John A. Campbell, CFO
 
 
John A. Campbell
   
Principal Financial Officer
 
 
 

EX-32.A 4 ex32_a.htm EXHIBIT 32/A Exhibit 32/A

 
Exhibit 32/A
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
Certification of Principal Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of LaPolla Industries, Inc. (f/k/a IFT Corporation), a Delaware corporation (the “Company”), hereby certifies, to his knowledge, that:

 
(i)
the accompanying Quarterly Report on Form 10-Q/A of the Company for the period ended June 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 Date:   March 27, 2006
     
   
LAPOLLA INDUSTRIES, INC.
   
(F/K/A IFT CORPORATION)
       
       
   
By:
/s/ Michael T. Adams, CEO
     
Michael T. Adams
     
Principal Executive Officer

A signed original of this written statement required by Section 906 has been provided to LaPolla Industries, Inc. and will be retained by LaPolla Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


Certification of Principal Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of LaPolla Industries, Inc. (f/k/a IFT Corporation), a Delaware corporation (the “Company”), hereby certifies, to his knowledge, that:

 
(i)
the accompanying Quarterly Report on Form 10-Q/A of the Company for the period ended June 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 Date:   March 27, 2006  
     
   
LAPOLLA INDUSTRIES, INC.
   
(F/K/A IFT CORPORATION)
       
       
   
By:
/s/ John A. Campbell, CFO
     
John A. Campbell
     
Principal Financial Officer

A signed original of this written statement required by Section 906 has been provided to LaPolla Industries, Inc. and will be retained by LaPolla Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
 
 

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-----END PRIVACY-ENHANCED MESSAGE-----