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parsed_sections/legal_matters/2013/AMC_amc_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of Class A common stock offered hereby will be passed upon for us by Weil, Gotshal & Manges LLP. Paul, Weiss, Rifkind, Wharton & Garrison LLP advised the underwriters in connection with the offering of our Class A common stock.

parsed_sections/legal_matters/2013/AR_antero_legal_matters.txt

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+LEGAL MATTERS The validity of our common stock offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Houston, Texas.

parsed_sections/legal_matters/2013/AUGG_augusta_legal_matters.txt

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+LEGAL MATTERS Sichenzia Ross Friedman Ference LLP, New York, New York, will pass upon the validity of the shares of common stock offered by the selling stockholders under this prospectus.

parsed_sections/legal_matters/2013/AXGN_axogen-inc_legal_matters.txt

@@ -0,0 +1,2500 @@
+LEGAL MATTERS 
+ Certain legal matters in connection with the securities offered hereby will be passed upon for us by
+Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania and Kaplan, Strangis and Kaplan, P.A., Minneapolis, Minnesota. Certain legal matters in connection with this offering will be passed upon for the underwriters by Orrick, Herrington
+& Sutcliffe LLP, San Francisco, California. 
+
+ 
+ 90 
+
+Table of Contents
+
+ EXPERTS 
+
+The financial statements of the Company as of December 31, 2012 and 2011, and for the years then ended included in this prospectus
+and registration statement, have been included in reliance of the reports on Lurie Besikof Lapidus & Company, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.
+
+ 
+ 91 
+
+Table of Contents
+
+ WHERE YOU CAN FIND MORE INFORMATION 
+
+We have filed with the SEC a registration statement under the Securities Act of 1933 that registers the distribution of the common shares
+offered under this prospectus. The registration statement contains additional relevant information about us and the common shares. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the
+registration statement. Statements contained in this prospectus as to the contents of any documents that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the exhibits for a complete statement
+of their terms and conditions. 
+ In addition, we file annual, quarterly and current reports, proxy statements and other
+information with the SEC. You may read and copy this information and the registration statement at the SEC public reference room located at 100 F Street, N.E., Washington D.C. 20549. You may obtain information on the operation of the Public
+Reference Room by calling the SEC at 1-800-SEC-0330. Any information we file with the SEC is also available on the SEC s website at http://www.sec.gov. We also maintain a website at http://www.axogeninc.com/secfilings.html through which
+you can access our SEC filings. We have included our website address in this prospectus solely as an inactive textual reference. The information contained on, or that can be accessed through, our website is not part of this prospectus. 
+
+ 
+ 92 
+
+Table of Contents
+
+ AXOGEN, INC. 
+
+INDEX TO FINANCIAL STATEMENTS 
+
+Audited Consolidated Financial Statements 
+ 
+
+ Report of Independent Registered Public Accounting Firm
+
+ 
+ 
+F-2
+ 
+
+ Consolidated Balance Sheets as of December 31, 2012 and 2011
+
+ 
+ 
+F-3
+ 
+
+ Consolidated Statements of Operations for the Years Ended December 31, 2012 and
+2011
+
+ 
+ 
+F-4
+ 
+
+ Consolidated Statements of Shareholders Equity (Deficit) for the Years Ended December 
+31, 2012 and 2011
+
+ 
+ 
+F-5
+ 
+
+ Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and
+2011
+
+ 
+ 
+F-6
+ 
+
+ Notes to Consolidated Financial Statements
+
+ 
+ 
+F-7
+ 
+
+Unaudited Condensed Consolidated Financial Statements
+ 
+
+ Condensed Consolidated Balance Sheets as of March 31, 2013 and 2012
+
+ 
+ 
+F-26
+ 
+
+ Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and
+2012
+
+ 
+ 
+F-27
+ 
+
+ Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and
+2012
+
+ 
+ 
+F-28
+ 
+
+ Notes to Condensed Consolidated Financial Statements
+
+ 
+ 
+F-29
+ 
+
+ 
+ F-1
+
+Table of Contents
+
+ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+
+ To the Shareholders and 
+ Board
+of Directors of 
+ AxoGen, Inc. 
+ We have audited the accompanying consolidated balance sheets of AxoGen, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of operations, shareholders equity
+(deficit), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audit.
+
+ We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
+Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an
+audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of
+expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
+in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a
+reasonable basis for our opinion. 
+ In our opinion, the consolidated financial statements referred to above present fairly, in
+all material respects, the financial position of AxoGen, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the
+United States of America. 
+ /s/ LURIE BESIKOF LAPIDUS & COMPANY, LLP 
+ Minneapolis, Minnesota 
+ March 12, 2013 
+
+ 
+ F-2
+
+Table of Contents
+
+ AXOGEN, INC. 
+
+ CONSOLIDATED BALANCE SHEETS 
+
+ December 31, 2012 and 2011 
+ 
+
+ 
+ 
+December 31,
+2012
+ 
+ 
+December 31,
+2011
+ 
+
+ Assets
+
+ 
+
+ 
+
+ Current assets:
+
+ 
+
+ 
+
+ Cash and cash equivalents
+
+ 
+$
+13,907,401
+ 
+ 
+$
+8,190,781
+ 
+
+ Accounts receivable
+
+ 
+ 
+1,050,089
+ 
+ 
+ 
+797,654
+ 
+
+ Inventory
+
+ 
+ 
+3,151,109
+ 
+ 
+ 
+1,760,540
+ 
+
+ Prepaid expenses and other
+
+ 
+ 
+187,256
+ 
+ 
+ 
+133,500
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Total current assets
+
+ 
+ 
+18,295,855
+ 
+ 
+ 
+10,882,475
+ 
+
+ Property and equipment, net
+
+ 
+ 
+108,534
+ 
+ 
+ 
+247,824
+ 
+
+ Goodwill
+
+ 
+ 
+ 
+ 
+ 
+ 
+169,987
+ 
+
+ Intangible assets
+
+ 
+ 
+573,731
+ 
+ 
+ 
+899,480
+ 
+
+ Deferred financing costs
+
+ 
+ 
+1,252,443
+ 
+ 
+ 
+295,276
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ 
+$
+20,230,563
+ 
+ 
+$
+12,495,042
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Liabilities and Shareholders Equity (Deficit)
+
+ 
+
+ 
+
+ Current liabilities:
+
+ 
+
+ 
+
+ Accounts payable and accrued expenses
+
+ 
+$
+1,479,752
+ 
+ 
+$
+1,585,100
+ 
+
+ Current portion of long-term debt
+
+ 
+ 
+ 
+ 
+ 
+ 
+434,734
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Total current liabilities
+
+ 
+ 
+1,479,752
+ 
+ 
+ 
+2,019,834
+ 
+
+ Long-term debt
+
+ 
+ 
+ 
+ 
+ 
+ 
+4,403,737
+ 
+
+ Note Payable Revenue Interest Purchase Agreement
+
+ 
+ 
+21,580,252
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Total liabilities
+
+ 
+ 
+23,060,004
+ 
+ 
+ 
+6,423,571
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Shareholders equity (deficit):
+
+ 
+
+ 
+
+ Common stock, $.01 par value; 50,000,000 shares authorized; 11,122,573 and 11,062,188 shares issued and
+outstanding
+
+ 
+ 
+111,226
+ 
+ 
+ 
+110,622
+ 
+
+ Additional paid-in capital
+
+ 
+ 
+54,908,226
+ 
+ 
+ 
+54,391,784
+ 
+
+ Accumulated deficit
+
+ 
+ 
+(57,848,893
+) 
+ 
+ 
+(48,430,935
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Total shareholders equity (deficit)
+
+ 
+ 
+(2,829,441
+) 
+ 
+ 
+6,071,471
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ 
+$
+20,230,563
+ 
+ 
+$
+12,495,042
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ The accompanying notes are an integral part of these consolidated financial statements. 
+
+ 
+ F-3
+
+Table of Contents
+
+ AXOGEN, INC. 
+
+ CONSOLIDATED STATEMENTS OF OPERATIONS 
+
+ Years ended December 31, 2012 and 2011 
+
+ 
+
+ 
+ 
+2012
+ 
+ 
+2011
+ 
+
+ Revenues
+
+ 
+$
+7,691,704
+ 
+ 
+$
+4,849,470
+ 
+
+ Cost of goods sold
+
+ 
+ 
+1,961,877
+ 
+ 
+ 
+2,426,544
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Gross profit
+
+ 
+ 
+5,729,827
+ 
+ 
+ 
+2,422,926
+ 
+
+ Costs and expenses:
+
+ 
+
+ 
+
+ Sales and marketing
+
+ 
+ 
+6,883,953
+ 
+ 
+ 
+4,378,694
+ 
+
+ Research and development
+
+ 
+ 
+1,427,211
+ 
+ 
+ 
+697,355
+ 
+
+ General and administrative
+
+ 
+ 
+5,220,599
+ 
+ 
+ 
+4,315,604
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Total costs and expenses
+
+ 
+ 
+13,531,763
+ 
+ 
+ 
+9,391,653
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Loss from operations
+
+ 
+ 
+(7,801,936
+) 
+ 
+ 
+(6,968,727
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Other income (expense):
+
+ 
+
+ 
+
+ Interest expense
+
+ 
+ 
+(1,391,342
+) 
+ 
+ 
+(1,094,657
+) 
+
+ Interest expense deferred financing costs
+
+ 
+ 
+(986,844
+) 
+ 
+ 
+(1,223,126
+) 
+
+ Change in fair value of warrant liability
+
+ 
+ 
+ 
+ 
+ 
+ 
+62,305
+ 
+
+ Other income
+
+ 
+ 
+23,972
+ 
+ 
+ 
+4,985
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Total other income (expense)
+
+ 
+ 
+(2,354,214
+) 
+ 
+ 
+(2,250,493
+) 
+
+ Loss before income taxes
+
+ 
+ 
+(10,156,150
+) 
+ 
+ 
+(9,219,220
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Income tax benefit
+
+ 
+ 
+738,192
+ 
+ 
+ 
+ 
+ 
+
+ Net Loss
+
+ 
+ 
+(9,417,958
+) 
+ 
+ 
+(9,219,220
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Preferred Stock dividends (assumes all paid)
+
+ 
+ 
+ 
+ 
+ 
+ 
+(1,028,351
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Net loss available to common shareholders
+
+ 
+$
+(9,417,958
+) 
+ 
+$
+(10,247,571
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Weighted Average Common Shares outstanding basic and diluted
+
+ 
+ 
+11,089,425
+ 
+ 
+ 
+3,697,390
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Loss Per Common share basic and diluted
+
+ 
+$
+(0.85
+) 
+ 
+$
+(2.77
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ The accompanying notes are an integral part of these consolidated financial statements. 
+
+ 
+ F-4
+
+Table of Contents
+
+ AXOGEN, INC. 
+
+ CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT) 
+
+ Years ended December 31, 2012 and 2011 
+
+ 
+
+ 
+ 
+Series A Convertible
+Preferred
+Stock
+ 
+ 
+Common Stock
+ 
+ 
+Additional
+Paid-in
+Capital
+
+ 
+ 
+Accumulated
+Deficit
+
+ 
+ 
+Total
+Stockholders 
+Deficit
+
+ 
+
+ 
+ 
+Shares
+ 
+ 
+Amount
+ 
+ 
+Shares
+ 
+ 
+Amount
+ 
+ 
+ 
+ 
+
+ Balance, December 31, 2010
+
+ 
+ 
+2,544,750
+ 
+ 
+$
+1,125,000
+ 
+ 
+ 
+1,205,624
+ 
+ 
+$
+12,056
+ 
+ 
+ 
+9,934,980
+ 
+ 
+$
+(38,183,364
+) 
+ 
+$
+(27,111,328
+) 
+
+ Stock-based compensation
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+250,044
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+250,044
+ 
+
+ Exercise of stock options
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+98,700
+ 
+ 
+ 
+987
+ 
+ 
+ 
+25,493
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+26,480
+ 
+
+ Director Stock Compensation
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+27,275
+ 
+ 
+ 
+273
+ 
+ 
+ 
+74,727
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+75,000
+ 
+
+ Conversion of preferred stock, debt, and accrued interest into Common Stock and shares exchange in Merger
+
+ 
+ 
+(2,544,750
+) 
+ 
+ 
+(1,125,000
+) 
+ 
+ 
+5,001,854
+ 
+ 
+ 
+50,019
+ 
+ 
+ 
+21,447,936
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+20,372,955
+ 
+
+ Preferred Stock dividend payable forfeited
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+7,076,729
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+7,076,729
+ 
+
+ Warrant Liability forfeited
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+2,607,510
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+2,607,510
+ 
+
+ Merger Closing LecTec shares
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+4,305,026
+ 
+ 
+ 
+43,050
+ 
+ 
+ 
+11,804,866
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+11,847,916
+ 
+
+ Issuance of common stock
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+423,709
+ 
+ 
+ 
+4,237
+ 
+ 
+ 
+995,763
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+1,000,000
+ 
+
+ Issuance of warrants
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+173,736
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+173,736
+ 
+
+ Series B preferred stock dividends
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+(292,330
+) 
+ 
+ 
+(292,330
+) 
+
+ Series C preferred stock dividends
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+(515,577
+) 
+ 
+ 
+(515,577
+) 
+
+ Series D preferred stock dividends
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+(220,444
+) 
+ 
+ 
+(220,444
+) 
+
+ Net loss
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+(9,219,220
+) 
+ 
+ 
+(9,219,220
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Balance, December 31, 2011
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+11,062,188
+ 
+ 
+$
+110,622
+ 
+ 
+$
+54,391,784
+ 
+ 
+$
+(48,430,935
+) 
+ 
+$
+6,071,471
+ 
+
+ Stock-based compensation
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+495,077
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+495,077
+ 
+
+ Exercise of stock options
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+58,340
+ 
+ 
+ 
+583
+ 
+ 
+ 
+15,069
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+15,652
+ 
+
+ Stock Grant for Services
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+7,500
+ 
+ 
+ 
+75
+ 
+ 
+ 
+21,300
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+21,375
+ 
+
+ Cancellation of shares
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+(5,455
+) 
+ 
+ 
+(54
+) 
+ 
+ 
+(14,946
+) 
+ 
+ 
+ 
+ 
+ 
+ 
+(14,999
+) 
+
+ Merger Closing Fractional shares
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+(58
+) 
+ 
+ 
+ 
+ 
+ 
+ 
+(58
+) 
+
+ Net loss
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+(9,417,958
+) 
+ 
+ 
+(9,417,958
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Balance, December 31, 2012
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+11,122,573
+ 
+ 
+$
+111,226
+ 
+ 
+$
+54,908,226
+ 
+ 
+$
+(57,848,893
+) 
+ 
+$
+(2,829,441
+) 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ The accompanying notes are an integral part of these consolidated financial statements. 
+
+ 
+ F-5
+
+Table of Contents
+
+ AXOGEN, INC. 
+
+ CONSOLIDATED STATEMENTS OF CASH FLOWS 
+
+ Years ended December 31, 2012 and 2011 
+
+ 
+
+ 
+ 
+2012
+ 
+ 
+2011
+ 
+
+ Cash flows from operating activities:
+
+ 
+
+ 
+
+ Net loss
+
+ 
+$
+(9,417,958
+)
+ 
+$
+(9,219,220
+)
+
+ Adjustments to reconcile net loss to net cash used for operating activities:
+
+ 
+
+ 
+
+ Depreciation
+
+ 
+ 
+187,749
+ 
+ 
+ 
+273,528
+ 
+
+ Amortization of intangible assets
+
+ 
+ 
+127,080
+ 
+ 
+ 
+67,147
+ 
+
+ Loss on impairment
+
+ 
+ 
+299,654
+ 
+ 
+ 
+ 
+ 
+
+ Loss on abandonment of license
+
+ 
+ 
+147,826
+ 
+ 
+ 
+ 
+ 
+
+ Amortization of deferred financing costs
+
+ 
+ 
+352,667
+ 
+ 
+ 
+1,223,126
+ 
+
+ Amortization of debt discount
+
+ 
+ 
+161,529
+ 
+ 
+ 
+23,643
+ 
+
+ Stock-based compensation
+
+ 
+ 
+495,077
+ 
+ 
+ 
+250,044
+ 
+
+ Directors Stock Compensation
+
+ 
+ 
+ 
+ 
+ 
+ 
+15,000
+ 
+
+ Stock grant for service
+
+ 
+ 
+21,375
+ 
+ 
+ 
+ 
+ 
+
+ Cancellation of shares
+
+ 
+ 
+(14,999
+) 
+ 
+ 
+ 
+ 
+
+ Change in fair value of warrant liability
+
+ 
+ 
+ 
+ 
+ 
+ 
+(62,305
+) 
+
+ Interest added to note payable
+
+ 
+ 
+780,252
+ 
+ 
+ 
+55,562
+ 
+
+ Change in assets and liabilities:
+
+ 
+
+ 
+
+ Accounts receivable
+
+ 
+ 
+(252,435
+)
+ 
+ 
+(368,954
+)
+
+ Inventory
+
+ 
+ 
+(1,390,570
+) 
+ 
+ 
+142,249
+ 
+
+ Prepaid expenses and other
+
+ 
+ 
+(53,757
+) 
+ 
+ 
+20,070
+ 
+
+ Accounts payable and accrued expenses
+
+ 
+ 
+(105,348
+) 
+ 
+ 
+500,820
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Net cash used for operating activities
+
+ 
+ 
+(8,661,858
+)
+ 
+ 
+(7,079,290
+)
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Cash flows from investing activities:
+
+ 
+
+ 
+
+ Purchase of property and equipment
+
+ 
+ 
+(48,459
+) 
+ 
+ 
+(20,610
+) 
+
+ Acquisition of intangible assets
+
+ 
+ 
+(78,825
+)
+ 
+ 
+(68,856
+)
+
+ Cash acquired with Merger
+
+ 
+ 
+ 
+ 
+ 
+ 
+7,201,638
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Net cash (used for) provided by investing activities
+
+ 
+ 
+(127,284
+)
+ 
+ 
+7,112,172
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Cash flows from financing activities:
+
+ 
+
+ 
+
+ Proceeds from issuance of long-term debt
+
+ 
+ 
+ 
+ 
+ 
+ 
+10,500,000
+ 
+
+ Proceeds from issuance of note payable
+
+ 
+ 
+15,961,294
+ 
+ 
+ 
+ 
+ 
+
+ Proceeds from issuance of common stock
+
+ 
+ 
+ 
+ 
+ 
+ 
+1,000,000
+ 
+
+ Repayments of long-term debt
+
+ 
+ 
+(161,292
+)
+ 
+ 
+(4,732,857
+)
+
+ Debt issuance costs
+
+ 
+ 
+(1,309,834
+)
+ 
+ 
+(434,772
+)
+
+ Proceeds from exercise of stock options
+
+ 
+ 
+15,652
+ 
+ 
+ 
+26,480
+ 
+
+ Merger
+
+ 
+ 
+(58
+) 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Net cash provided by financing activities
+
+ 
+ 
+14,505,762
+ 
+ 
+ 
+6,358,851
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Net increase in cash and cash equivalents
+
+ 
+ 
+5,716,620
+ 
+ 
+ 
+6,391,733
+ 
+
+ Cash and cash equivalents, beginning of year
+
+ 
+ 
+8,190,781
+ 
+ 
+ 
+1,799,048
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Cash and cash equivalents, end of period
+
+ 
+$
+13,907,401
+ 
+ 
+$
+8,190,781
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ Supplemental disclosures of cash flow activity:
+
+ 
+
+ 
+
+ Cash paid for interest
+
+ 
+$
+649,108
+ 
+ 
+$
+1,029,753
+ 
+
+ Supplemental disclosure of non-cash investing and financing activities:
+
+ 
+
+ 
+
+ Payments of long term debt with proceeds from note payable (this amount represents a payment made by PDL directly to MidCap
+Financial SBIC, LP)
+
+ 
+$
+4,838,706
+ 
+ 
+$
+ 
+ 
+
+ Conversion of preferred stock, convertible debt and accrued interest into common stock
+
+ 
+
+ 
+ 
+21,497,955
+ 
+
+ Accretion of dividends of Series B preferred stock
+
+ 
+ 
+ 
+ 
+ 
+ 
+292,330
+ 
+
+ Accretion of dividends of Series C preferred stock
+
+ 
+ 
+ 
+ 
+ 
+ 
+515,577
+ 
+
+ Accretion of dividends of Series D preferred stock
+
+ 
+ 
+ 
+ 
+ 
+ 
+220,444
+ 
+
+ Preferred stock dividend payable forfeited with the Merger
+
+ 
+ 
+ 
+ 
+ 
+ 
+7,076,729
+ 
+
+ Warrant Liability forfeited with the Merger
+
+ 
+ 
+ 
+ 
+ 
+ 
+2,607,510
+ 
+
+ Debt discount related to warrants issued with debt
+
+ 
+ 
+ 
+ 
+ 
+ 
+173,736
+ 
+
+ Net assets acquired on Merger
+
+ 
+ 
+ 
+ 
+ 
+ 
+11,847,916
+ 
+
+ Note and accrued interest retired with the Merger
+
+ 
+ 
+ 
+ 
+ 
+ 
+4,555,562
+ 
+
+ Directors stock compensation included in prepaid expenses
+
+ 
+ 
+ 
+ 
+ 
+ 
+60,000
+ 
+
+ The accompanying notes are an integral part of these consolidated financial statements. 
+
+ 
+ F-6
+
+Table of Contents
+
+ AXOGEN, INC. 
+
+ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
+
+December 31, 2012 and 2011 
+ 
+
+1.
+Basis of Presentation 
+
+ The accompanying consolidated financial statements include the accounts of AxoGen, Inc. (the Company or AxoGen )
+and its wholly owned subsidiary AxoGen Corporation ( AC ) as of December 31, 2012 and December 31, 2011 and the years then ended. The Company s consolidated financial statements have been prepared in accordance with
+accounting principles generally accepted in the United States of America. All significant intercompany accounts and transactions have been eliminated in consolidation. 
+ 
+
+2.
+Organization and

parsed_sections/legal_matters/2013/AXR_amrep-corp_legal_matters.txt

@@ -0,0 +1,69 @@
+LEGAL MATTERS
+
+ 
+
+The validity of the subscription rights and the shares of common stock offered by this prospectus have been passed upon for us by Derrick & Briggs, LLP. Certain federal U.S. tax matters have been passed upon for us by Drinker Biddle & Reath LLP, as set forth under Material U.S. Federal Income Tax Consequences. 
+
+ 
+
+EXPERTS
+
+ 
+
+The consolidated financial statements of AMREP Corporation appearing in its Annual Report on Form 10-K for the year ended April 30, 2012 and for each of the three years in the period ended April 30, 2012, have been audited by McGladrey LLP, an independent registered public accounting firm, as set forth in their report thereon and incorporated by reference into this prospectus. Such consolidated financial statements are incorporated by reference into this prospectus in reliance upon such report, incorporated herein by reference, and upon the authority of such firm as experts in auditing and accounting.
+
+ 
+
+MATERIAL CHANGES
+
+ 
+
+There have been no material changes in our affairs that have occurred since April 30, 2012, that have not been described in a Form 8-K or Form 10-Q filed under the Exchange Act.
+
+ 
+
+INCORPORATION BY REFERENCE
+
+ 
+
+We have filed with the SEC a registration statement under the Securities Act with respect to the subscription rights and underlying shares of common stock offered hereby. As permitted by the rules and regulations of the SEC, this prospectus, which forms a part of such registration statement, does not contain all the information set forth in the registration statement. In this regard, the SEC allows us to incorporate by reference certain information in the prospectus and registration statement, which means that we can disclose important information to you by referring you to those documents. These documents contain important information about us and our financial condition. This information incorporated by reference is an important part of the registration statement and this prospectus.
+
+ 
+
+We incorporate by reference the documents listed below, except information furnished under Item 2.02 or Item 7.01 of Form 8-K, which is neither deemed filed nor incorporated by reference herein:
+
+ 
+
+ 
+
+Our Annual Report on Form 10-K for the year ended April 30, 2012, filed on July 26, 2012;
+
+ 
+
+ 
+
+The information specifically incorporated by reference into our Annual Report on Form 10-K from our definitive proxy statement on Schedule 14A, filed with the SEC on August 29, 2012;
+
+ 
+
+ 
+
+Our Quarterly Reports on Form 10-Q for the periods ended July 31, 2012, October 31, 2012 and January 31, 2013 and filed on September 13, 2012, December 12, 2012 and March 15, 2013; and
+
+ 
+
+ 
+
+Our Current Reports on Form 8-K filed on May 30, 2012, August 14, 2012, August 15, 2012, August 28, 2012, September 20, 2012, October 2, 2012, October 15, 2012, November 21, 2012, January 3, 2013, January 23, 2013, March 22, 2013, April 3, 2013 and May 21, 2013.
+
+ 
+
+ 
+
+47
+
+ 
+
+ 
+
+In addition, we also incorporate by reference all documents we file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (a) after the initial filing date of the registration statement of which this prospectus is a part and before the effectiveness of the registration statement and (b) after the effectiveness of the registration statement and before the termination of

parsed_sections/legal_matters/2013/BCC_boise_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the common stock offered hereby has been passed upon for us by Kirkland & Ellis LLP (a partnership that includes professional corporations), Chicago, Illinois. The underwriters have been represented by Winston & Strawn LLP, Chicago, Illinois. Kirkland & Ellis LLP has from time to time represented and may continue to represent, Madison Dearborn and some of its affiliates in connection with various legal matters. Certain partners of Kirkland & Ellis LLP are members of a limited partnership that is an investor in one or more investment funds affiliated with Madison Dearborn.

parsed_sections/legal_matters/2013/BFAM_bright_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the issuance of the shares of common stock to be sold in this offering will be passed upon for us by Ropes & Gray LLP, Boston, Massachusetts. Some attorneys of Ropes & Gray LLP are members in RGIP, LLC, which is a direct investor in Bright Horizons Family Solutions Inc. and is also an investor in certain investment funds affiliated with Bain Capital Partners, LLC. RGIP, LLC directly and indirectly owns less than 1% of our common stock and is a selling stockholder in this offering. The validity of the common stock offered hereby will be passed upon on behalf of the underwriters by Simpson Thacher & Bartlett LLP, New York, New York.

parsed_sections/legal_matters/2013/BGSF_bgsf-inc_legal_matters.txt

@@ -0,0 +1 @@
+legal matters and proceedings arising out of our normal course of business. While uncertainties are inherent in the final outcome of such matters, we believe the disposition of such proceedings will not have a material effect on our financial position or our results of operations. Seasonality Our business experiences seasonal fluctuations. Our quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of our customers business. Demand for our Light Industrial staffing services is higher during the second and third quarters of the year and peaks in the third quarter. Demand for our Light Industrial staffing services is lower during the first and fourth quarters, in part due to limitations to customer shutdowns and adverse weather conditions in the winter months. Demand for our Multifamily staffing services is higher during the second and third quarters of the year due to the increased turns in multifamily units during the summer months when schools are not in session. In addition, our cost of services typically increases in the first quarter primarily due to the reset of payroll taxes. Our working capital requirements are primarily driven by temporary worker payments and customer accounts receivable receipts. Since receipts from customers lag payments to temporary workers, working capital requirements increase substantially in periods of growth. The staffing industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings. Staffing customers tend to use temporary staffing to supplement their existing workforces and generally hire direct workers when long-term demand is expected to increase. As a consequence, our revenues tend to increase quickly when the economy begins to grow and, conversely, our revenues can also decrease quickly when the economy begins to weaken. Employees and Temporary Workers At September 29, 2013, we had 169 full-time staff employees at our corporate and branch offices and we hired 56 full-time staff employees in connection with the acquisition of the assets of InStaff. During Fiscal 2012, we assigned approximately 10,600 temporary workers. None of our staff employees or temporary workers is represented by a labor union, and we are not aware of any current efforts or plans to organize any of our staff employees or temporary workers. We have never experienced any material labor disruptions. Properties We lease our corporate headquarters in Plano, Texas, which is approximately 6,500 square feet of space. We lease all of our branch offices, which are located throughout the US, through operating leases with terms that range from six months to five years. We also have month to month leases. We believe that our facilities are adequate for our current needs.

parsed_sections/legal_matters/2013/BLMN_bloomin_legal_matters.txt

@@ -0,0 +1 @@
+legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. Commissions and Discounts The representatives have advised us and the selling stockholders that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed. The following table shows the public offering price, underwriting discount and proceeds before expenses to the selling stockholders. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares. Per Share Without Option With Option Public offering price $ $ $ Underwriting discount $ $ $ Proceeds, before expenses, to the selling stockholders $ $ $ Table of Contents

parsed_sections/legal_matters/2013/CBKM_consumers_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock issuable upon exercise of the rights and offered by this prospectus will be passed upon for us by Squire Sanders (US) LLP, Cleveland, Ohio.

parsed_sections/legal_matters/2013/CDW_cdw-corp_legal_matters.txt

@@ -0,0 +1 @@
+Legal matters Kirkland & Ellis LLP, Chicago, Illinois will pass upon the validity of the common stock offered hereby on our behalf. Some of the partners of Kirkland & Ellis LLP are, through various entities, investors in investment funds affiliated with Madison Dearborn. Kirkland & Ellis LLP represents entities affiliated with Madison Dearborn in connection with various legal matters. Certain legal matters will be passed upon for the underwriters by Winston & Strawn LLP, Chicago, Illinois.

parsed_sections/legal_matters/2013/CGABL_carlyle_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the common units representing limited partner interests will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. An investment vehicle composed of certain partners of Simpson Thacher & Bartlett LLP, members of their families, related parties and others owns interests representing less than 1% of the capital commitments of certain investment funds advised by Carlyle.

parsed_sections/legal_matters/2013/CIK0000026076_cubic_legal_matters.txt

@@ -0,0 +1 @@
+Legal matters Our counsel, Latham & Watkins LLP, San Diego, California, will pass on the validity of the shares of common stock offered by this prospectus. The underwriters have been represented by Davis Polk & Wardwell LLP, New York, New York.

parsed_sections/legal_matters/2013/CIK0000732412_multiband_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters in connection with the notes will be passed upon for us by Winthrop & Weinstine, P.A., Minneapolis, Minnesota.

parsed_sections/legal_matters/2013/CIK0000741114_isatori_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Beatty & Wozniak, P.C. of Denver, Colorado has provided its opinion on the validity of the Common Stock offered by this prospectus.

parsed_sections/legal_matters/2013/CIK0000764667_sionix_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS AND INTERESTS OF NAMED EXPERTS Richardson & Patel LLP and its principals have accepted our common stock in exchange for services rendered to us in the past and, although the law firm and its principals are under no obligation to do so, they may continue to accept our common stock for services rendered by them. As of the date of this prospectus, Richardson & Patel LLP and its principals collectively hold 6,764,600 shares of our common stock, and warrants to purchase up to 1,041,000 shares of our common stock. Table of Contents PART II INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following is an itemized statement of all expenses, all of which we will pay, in connection with the registration of the common stock offered hereby: Amount SEC registration fee $ 462 Printing fees 1,500 * Legal fees 25,000 * Accounting fees and expenses 7,500 * Miscellaneous 5,000 * Total $ 39,462 * * Estimated. INDEMNIFICATION OF DIRECTORS AND OFFICERS Nevada law generally permits us to indemnify our directors, officers and employees. Pursuant to the provisions of Nevada Revised Statutes 78.7502, a corporation may indemnify its directors, officers and employees as follows: (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, against expenses, actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable for breach of his fiduciary duties as a director or officer pursuant to Nevada Revised Statutes 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable for breach of his fiduciary duties pursuant to Nevada Revised Statutes 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys fees, actually and reasonably incurred by him in connection with the defense. II-1 Table of Contents Charter Provisions and Other Arrangements of the Registrant Article 5 of our articles of incorporation provides for the indemnification of any and all persons who serve as our director or officer to the fullest extent permitted under Nevada law. We currently carry directors and officers liability insurance covering our directors and officers. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. RECENT SALES OF UNREGISTERED SECURITIES During the past three years, the registrant has issued and sold the following unregistered securities: During December 2009, we completed an offering of $240,000 in principal amount of convertible debentures to a group of institutional and accredited investors. The 10% Convertible Debentures mature on various dates beginning in May 2010 through June 2010 or sooner if declared due and payable by the holder upon the occurrence of an event of default, and bear interest at the rate of 10% per annum. The debentures will be convertible into common stock at a conversion price of $0.15 per share from and after such time as the authorized common stock is increased in accordance with applicable federal and state laws. As part of the above offering, we issued warrants to purchase 1,000,000 shares of common stock at exercise price of $0.25 per shares. The warrants have a term of five years and begin to expire in July 2013. We relied on Section 4(2) of the Securities Act of 1933 to issue the shares in a non-public offering inasmuch as the securities were offered and sold without any form of general solicitation or general advertising and the offerees were accredited investors. In January and February, 2010, we issued 203,000 shares of common stock in exchange for $20,000 of services previously rendered. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock in exchange for cash in a non-public offering, as the common stock was issued without any form of general solicitation or general advertising and the acquirers were accredited investors. In February and March, 2010, we issued 440,000 shares of common stock to various noteholders in return for their agreement to extend the expiration of their notes. We relied on Section 4(2) of the Securities Act, and Regulation D promulgated thereunder, in this non-public offering as the common stock was issued without any form of general solicitation or general advertising and the acquirers were accredited investors. On April 28, 2010 we borrowed $75,000 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933 to make these non-public offerings inasmuch as the securities were issued to accredited investors only without any form of general solicitation. On May 25, 2010, we issued 2,792,537 shares of common stock in exchange for $251,328 of services previously rendered. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock in exchange for cash in a non-public offering, as the common stock was issued in a non-public offering without any form of general solicitation or general advertising and the acquirers were accredited investors. On May 25, 2010 we borrowed $35,000 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933, to make these non-public offerings inasmuch as the securities were issued to accredited investors only without any form of general solicitation. II-2 Table of Contents On June 22, 2010, we issued 8,333,333 shares of common stock together with warrants to purchase 8,333,333 shares of common stock, for gross proceeds of $500,000. We relied on Section 4(2) of the Securities Act of 1933 to make these non-public offerings inasmuch as the securities were issued to accredited investors only without any form of general solicitation. On June 23, 2010, we issued 360,013 shares of common stock for conversion of debt in the amount of $54,518 (including interest). We relied on section 3(a)(9) of the Securities Act of 1933 to issue the securities inasmuch as the shares were issued in a conversion of notes held by our existing security holders, and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange. On June 23, 2010, we issued 458,680 shares of common stock to various noteholders in return for their agreement to extend the expiration of their notes. We relied on Section 4(2) of the Securities Act, and Regulation D promulgated thereunder, as providing an exemption from registering the sale of these shares of common stock under the Securities Act. On June 23, 2010, we issued 2,577,520 shares of common stock in exchange for $226,202 of services previously rendered. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock in exchange for cancellation of indebtedness in a non-public offering, as the common stock was issued in a non-public offering without any form of general solicitation or general advertising and the acquirers were accredited investors. On July 16, 2010, we issued 200,000 shares of common stock in exchange for $16,000 of future services. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock as consideration for the services, as the common stock was issued without any form of general solicitation or general advertising and the acquirers were accredited investors. On July 29, 2010, we issued 1,346,511 shares of common stock in exchange for $94,256 of services previously rendered. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock in exchange for cancellation of this indebtedness, as the common stock was issued without any form of general solicitation or general advertising and the acquirers were accredited investors. On August 13, 2010, we entered into a financing with nine investors for the purchase and sale of an aggregate of 6,833,331 units at a purchase price of $0.06 per unit for a total financing of $410,000. Each unit consisted of one restricted share of common stock and a warrant to purchase the number of shares of Common Stock equal to the number of units purchased by the investor multiplied by 50%, for a total of 3,416,664 shares available for purchase through the warrants. The warrants are valid for a period of 5 years from the closing date and are exercisable at a price of $0.17 per share. We relied on Section 4(2) of the Securities Act of 1933 to make these non-public offerings inasmuch as the securities were issued to accredited investors only without any form of general solicitation. In conjunction with this offering, which was completed in December 2010, we issued to a registered broker-dealer, a five year warrant for the purchase of 2,125,000 shares of common stock with an exercise price of $0.06. On August 18, 2010, Sionix and Ascendiant Capital Group, LLC ( Ascendiant ) entered into a Settlement Agreement pursuant to which we agreed to issue 4,000,000 shares of our common stock to Ascendiant in exchange for extinguishment of the claims against us and dismissal of the Litigation. On August 20, 2010, the presiding judge entered an Order Approving Settlement of Claim, pursuant to which the Settlement Agreement became binding on Sionix and Ascendiant, and, on August 23, 2010, the Settlement Shares were issued to Ascendiant. The terms and conditions of the issuance of the Settlement Shares were approved, after a hearing upon the fairness of such terms and conditions at which Ascendiant had the right to appear. The issuance of the Settlement Shares was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 3(a)(10) of such Act. On August 30, 2010, we entered into a financing with five (5) investors for the purchase and sale of an aggregate of 3,416,665 units at a purchase price of $0.06 per unit for a total financing of $205,000. Each unit consisted of one restricted share of common stock and a warrant to purchase the number of shares of Common Stock equal to the number of units purchased by the investor multiplied by 50%, for a total of 1,708,332 shares available for purchase through the warrants. The warrants are valid for a period of 5 years from the closing date and are exercisable at a price of $0.17 per share. We relied on Section 4(2) of the Securities Act of 1933, as amended, to make these non-public offerings inasmuch as the securities were issued to accredited investors only without any form of general solicitation. II-3 Table of Contents On September 9, 2010 we borrowed $35,000 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933 to make this non-public offering inasmuch as the securities were issued to accredited investors only without any form of general solicitation. On September 24, 2010, we issued 250,000 shares of common stock in exchange for $12,500 of services previously rendered. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock in exchange for cancellation of this indebtedness, as the common stock was issued without any form of general solicitation or general advertising and the acquirers were accredited investors. During the year ended September 30, 2010, we issued 37,629,046 shares of common stock for conversion of debt in the amount of $2,071,668 (including interest). The conversions were effected as a result of extension of an offer to substantially all of its note-holders to convert their outstanding notes, plus accrued interest, into common stock at a specific conversion price, generally $0.06 per share. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock in conversion of debt in a non-public offering, as the common stock was issued in a non-public offering without any form of general solicitation or general advertising and the acquirers were accredited investors. On October 13, 2010, we entered into a financing with nine investors for the purchase and sale of an aggregate of 6,683,334 units at a purchase price of $0.06 per unit for a total financing of $401,000. Each unit consisted of one restricted share of common stock and a warrant to purchase the number of shares of Common Stock equal to the number of units purchased by the investor multiplied by 50%, for a total of 3,341,667 shares available for purchase through the warrants. The warrants are valid for a period of 5 years from the closing date and are exercisable at a price of $0.17 per share. We relied on Section 4(2) of the Securities Act of 1933, as amended, to make the non-public offering inasmuch as the securities were issued to accredited investors only without any form of general solicitation. In November and December, 2010, we issued 3,597,932 shares of common stock for conversion of debt in the amount of $191,255 (including interest). We relied on Section 4(2) of the Securities Act, and Regulation D promulgated thereunder, as providing an exemption from registering the sale of these shares of common stock in a non-public offering inasmuch as the securities were issued to accredited investors only without any form of general solicitation. On December 7, 2010, we issued 3,747,004 shares of common stock in exchange for $151,529 of services previously rendered. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock in exchange for cancellation of this indebtedness, as the common stock was issued without any form of general solicitation or general advertising and the acquirers were accredited investors. On December 13, 2010, we entered into a financing with three investors for the purchase and sale of an aggregate of 3,666,667 units at a purchase price of $0.06 per unit for a total financing of $220,000. Each unit consisted of one restricted share of common stock and a warrant to purchase the number of shares of Common Stock equal to the number of units purchased by the investor multiplied by 50%, for a total of 1,833,333 shares available for purchase through the warrants. The warrants are valid for a period of 5 years from the closing date and are exercisable at a price of $0.17 per share. We relied on Section 4(2) of the Securities Act of 1933, as amended, to make the non-public offering inasmuch as the securities were issued to accredited investors only without any form of general solicitation. On December 21, 2010, we issued 1,000,000 shares of common stock in exchange for $39,000 of future services. We relied on section 4(2) of the Securities Act of 1933 to issue the common stock in exchange for these services, as the common stock was issued without any form of general solicitation or general advertising and the acquirers were accredited investors. II-4 Table of Contents On November 24, 2010, we entered into an additional Settlement Agreement with Ascendiant pursuant to which we agreed to issue 5,800,000 shares of its common stock to Ascendiant in exchange for extinguishment of the claims against us and dismissal of the litigation. On December 17, 2010, the presiding judge in the Litigation entered an Order Approving Settlement of Claim, pursuant to which the Settlement Agreement became binding on Sionix and Ascendiant, and, on December 17, 2010, the Settlement Shares were issued to Ascendiant. The terms and conditions of the issuance of the Settlement Shares were approved, after a hearing upon the fairness of such terms and conditions at which Ascendiant had the right to appear. The issuance of the Settlement Shares was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 3(a)(10) of such Act. On January 11, 2011 we borrowed $65,000 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933, as amended, to make the offerings inasmuch as the securities were issued in a non-public offering to accredited investors only without any form of general solicitation. On April 4, 2011 we borrowed $35,000 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933to make this non-public offering inasmuch as the securities were issued to accredited investors only without any form of general solicitation. On April 6, 2011, we completed a private placement in which we sold and issued 21,191,685 units of our securities to 22 accredited investors at a purchase price of $0.06 per unit, for aggregate gross proceeds of $1,271,501.12. Each unit consisted of one (1) share of common stock and included 50% warrant coverage such that each investor received a warrant to purchase a number of shares of common stock equal to 50% of the number of units purchased by the investor, for a total of 10,595,843 shares of common stock issuable upon exercise of the investor warrants. The warrants are valid for a period of five years from the closing date and are exercisable at a price of $0.17 per share. The investors were existing stockholders or otherwise had a pre-existing relationship with us prior to this offering. In connection with the offering, we issued to a registered broker-dealer, a five year warrant for the purchase of up to 1,637,500 shares of common stock at an exercise price of $0.06 per share, and a placement fee in the amount of $100,000 in cash. The issuance of the units and the warrant to the broker-dealer were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, inasmuch as the securities were issued to accredited investors only without any form of general solicitation or general advertising. In April 2011 we reduced the exercise price of a warrant issued to customer in connection with a settlement we entered into with the customer. The per share exercise price of the warrant was reduced from $0.17 to $0.07. We relied on Section 3(a)(9) of the Securities Act as providing an exemption from registering the issuance of the warrant as modified inasmuch as the modified warrant was issued to an existing security holder exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the modification. On May 19, 2011 we borrowed $55,000 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933to make this non-public offering inasmuch as the securities were issued to accredited investors only without any form of general solicitation. II-5 Table of Contents On September 16, 2011 we borrowed $40,000 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933, to make this offering in as much as the securities were issued to an accredited investor without any form of general solicitation. On October 17, 2011 we borrowed $37,500 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933, to make this offering in as much as the securities were issued to an accredited investor without any form of general solicitation. For the quarter ended June 30, 2011 we issued 15,882,249 shares of common stock for conversion of debt in the amount of $801,991 (including interest). We relied on Section 3(a)(9) of the Securities Act as providing an exemption from registering the issuance of these shares of common stock under the Securities Act inasmuch as the conversion was made with our existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange. On November 8, 2011 we closed an offering of 12% debentures in the principal amount of $300,000 to TCA Global Credit Master Fund, LP. The debenture is dated October 31, 2011 and matures on July 31, 2012. We have an optional right of redemption prior to maturity. We must redeem the debenture on the maturity date at a redemption premium of 7.5%. We granted to the investor a continuing, first priority security interest in certain property belonging to us to secure the prompt payment, performance, and discharge in full of all of our obligations under the debenture, Securities Purchase Agreement, and Pledge Agreement. Subject to certain conditions being met, at our request the investor must purchase additional debentures in two tranches, each in an amount up to $350,000. We relied on Section 4(2) of the Securities Act of 1933, to make this offering in as much as the securities were issued to an accredited investor without any form of general solicitation. On November 9, 2011, we completed a private placement in which we sold 1,666,667 units of our securities to an accredited investor at a purchase price of $0.06 per unit for aggregate gross proceeds of $100,000. Each unit consisted of one share of common stock and a warrant for the purchase of one-half a share of common stock, for a total of 833,333 shares of common stock. The warrants are exercisable at a price of $0.17 per share and expire on November 9, 2014. We relied on Section 4(2) of the Securities Act of 1933, to make this offering in as much as the securities were issued to an accredited investor without any form of general solicitation. On November 23, 2011 we borrowed $100,000 in principal amount through a 6% Convertible Redeemable Note maturing on November 23, 2012. Sionix has an optional right of redemption prior to maturity upon a five (5) day notice and payment of a 40% premium on the unpaid principal amount of the loan. Sionix paid fees of $15,000 in connection with the funding of this loan. In addition, the Company received a commitment in the form of a promissory note from the lender pursuant to which the lender will provide the Company with funding of up to an additional $300,000 at the Company's discretion beginning on June 1, 2012, at which time $100,000 will become available, on each of June 1, 2012, July 1, 2012 and August 1, 2012 (the "Additional Financing"). In conjunction with obtaining the Additional Financing, the Company issued 500,000 shares of common stock to the lender (the "Lender's Shares"). If the Company fails to draw down all of the funds made available by the Additional Financing between June 1, 2012 and August 1, 2012, the lender will be entitled to keep the common stock. If the Company draws down all of the funds made available by the Additional Financing between June 1, 2012 and August 1, 2012, the lender will use the Lender's Shares toward the conversion of the outstanding principal into shares of the Company's common stock. The conversion price for each share of common stock will be equal to 70% of the lowest closing bid price of the common stock for a period of five trading days, but no lower than $0.001 per share. II-6 Table of Contents On December 13, 2011 we borrowed $42,500 from Asher Enterprises, Inc. The loan is evidenced by a promissory note and matures 270 days from the issuance date. The note accrues interest at the rate of 8% per annum until the principal amount and all accrued interest is converted into common stock at the request of the borrower. The borrower can convert the note into common stock at a 45% discount to the VWAP as of the conversion date upon request, but cannot convert until 180 days have elapsed from the date of the note. We relied on Section 4(2) of the Securities Act of 1933, to make this offering in as much as the securities were issued to an accredited investor without any form of general solicitation. During the three months ended December 31, 2011, we issued 3,758,808 shares of common stock for conversion of debt in the amount of $93,600 (including interest). We relied on Section 3(a)(9) of the Securities Act as providing an exemption from registering the issuance of these shares of common stock under the Securities Act inasmuch as the conversion was made with our existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange. On February 2, 2012 we issued to War Chest Capital Multi-Strategy Fund, LLC a 9.875% Convertible Promissory Note dated January 19, 2012 in the principal amount of $65,000 maturing on January 19, 2013. War Chest Capital Multi-Strategy Fund, LLC has the right, beginning 180 days after the issue date, to convert the accrued interest and principal under this note into common stock. The amount of shares issued would be determined by the then fair market value of our shares multiplied by 60%. We have the right to prepay the note without penalty. In the event of default, the note will accrue interest at the rate equal to the lesser of (i) 15% per annum in addition to the Interest Rate or (ii) the highest rate permitted by law, per annum until all outstanding principal, interest and fees are repaid in full. On March 2, 2012 we entered into a Securities Purchase Agreement with REVH2O LLC (the REVH2O ) pursuant to which REVH2O agreed to purchase 4,166,667 units, consisting of common stock and warrants. The transaction was completed on March 6, 2012. The purchase price was $0.06 per unit for a total proceeds of $250,000. Each unit consists of one restricted share of our common stock and a warrant to purchase one-half share of our common stock. The warrant has a term of three years from the closing date and is exercisable at a price of $0.17 per share. REVH2O is an accredited investor with which we have a prior relationship. During April 2012, we issued 5,011,590 shares of common stock for services to officers and directors. We relied on Section 4(2) of the Securities Act, as providing an exemption from registering the sale of these shares of common stock under the Securities Act In April 2012, we entered into an agreement with Ascendiant Capital Group, LLC ("Ascendiant") for the sale of $550,000 of unsecured Convertible Debentures (the Primary Debentures ) to accredited investors (the Debenture Holders ) which bear an interest rate of 8% and are due to be repaid 18 months from the closing date. The Debenture Holders received guaranteed interest on the original principal amount for a twelve-month period. Ascendiant placed $200,000 of the Primary Debentures and we terminated the offering and the Primary Debentures were converted into common stock. The Primary Debentures were convertible into our common stock during the forty-five days following the issue date at a floor price of $0.08, and from the issue date until September 28, 2012 at a conversion price of no more than $0.13, based on the average of the three lowest closing bid prices for the common stock during the ten consecutive trading days immediately preceding the conversion request. After this period the conversion price was to be 75% of the average of the three lowest closing bid prices for the common stock during the ten consecutive trading days immediately preceding the conversion request. We had the right to demand immediate conversion of the Primary Debentures or some part of them if, at any time prior to the maturity date, our common stock had, for any twenty consecutive trading-day period, reported a closing bid price of $0.40 per share or greater and reported daily trading volume of 300,000 shares or more. At the time the Primary Debentures were issued, we issued a total of 2,700,000 warrants to the Debenture Holders, which can be exercised for a period of 3 years from the closing date at an exercise price of $0.10. To induce conversion, the Company issued an additional 2,300,000 warrants to the Debenture Holders which can be exercised for a period of 5 years after the date issued at an exercise price of $0.08 per share. II-7 Table of Contents On May 17, 2012 we issued 214, 984 shares of common stock to warrant holder Mark M. Krist in a cashless exercise of a warrant. As part of the transaction we cancelled 500,000 warrant shares. On May 24, 2012 we issued 260,000 shares of common stock to warrant holder Thomas Leggiere in a cashless exercise of a warrant. As part of the transaction we cancelled 500,000 warrant shares. We relied on Section 3(a)(9) of the Securities Act as providing an exemption from registering the issuance of these shares of common stock under the Securities Act inasmuch as the conversion was made with our existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange. On September 21, 2012 we issued a 6% Convertible Redeemable Note in the principal amount $100,000 to GEL Properties. The note matures on September 21, 2013. We have an optional right of redemption prior to maturity upon a five-day notice and payment of a 50% premium on the unpaid principal amount of the loan. We paid fees of $6,000 in connection with the funding of this loan. In addition, we received a commitment in the form of a promissory note from GEL Properties pursuant to which it will provide us with funding of an additional $300,000, $100,000 of which will become available, on each of July 1, 2103, August 15, 2013 and October 1, 2013. The conversion price for each share of common stock will be equal to 70% of the lowest closing bid price of the common stock for a period of five trading days, but no lower than $0.001 per share. On September 29, 2012 we entered into a securities purchase agreement dated September 25, 2012 with several accredited investors ( Holders ) for the purchase and sale of $1,025,000 of our convertible notes (the September 2012 Notes ) and warrants. The September 2012 Notes bear interest at the rate of 10% per annum beginning as of September 25, 2012, and mature on June 25, 2013. On the closing date, we paid to the Holders nine months of pre-paid interest on the original principal amount of the September 2012 Notes (based on the agreed nine-month term of the September 2012 Notes). The September 2012 Notes are convertible at any time at the option of the Holders into our common stock at a conversion price based on 80% of the average of the three lowest closing prices for the common stock during the ten consecutive trading days immediately preceding the conversion request, however the conversion price may not exceed $0.04, and may not be lower than $0.02 per share. We may redeem the September 2012 Notes at any time prior to maturity with ten days prior notice to the Holders, and payment of a premium of 25% on the unpaid principal amount. In addition the September 2012 Notes and related securities purchase agreement contain representations, warranties and covenants that are customary for financings of this type. We also issued warrants ( Warrants ) to the Holders for the purchase of up to 23,125,000 shares of Company common stock, pro rata in proportion to the amount invested, which can be exercised for a period of five years from the closing date, with a fixed exercise price of $0.08 per share. We relied on Section 4(a)(2) of the Securities Act of 1933, to make this offering in as much as the securities were issued to a small number of accredited investors without any form of general solicitation. On January 25, 2013 we entered into a securities purchase agreement dated January 25, 2013 with two accredited investors ( Holders ) for the purchase and sale of $140,000 of our convertible notes (the January 2013 Notes ). The January 2013 Notes bear interest at the rate of 10% per annum beginning as of January 25, 2013, and mature on September 30, 3014. The January 2013 Notes are convertible at any time at the option of the Holders (subject to an increase in our Authorized common shares, or a Reverse Split of our existing Outstanding common shares with no change to its Authorized common shares) into shares of our common stock at a conversion price based on 80% of the average of the three lowest closing prices for the common stock during the ten consecutive trading days immediately preceding the conversion request, however the conversion price may not exceed $0.04 and may not be lower than $0.02 per share. We may redeem the January 2013 Notes at any time prior to maturity with ten days prior notice to the Holders, and payment of a premium of 25% on the unpaid principal amount. In addition the January 2013 Notes and related securities purchase agreement contain representations, warranties and covenants that are customary for financings of this type. We relied on Section 4(a)(2) of the Securities Act of 1933, to make this offering in as much as the securities were issued to a small number of accredited investors without any form of general solicitation. EXHIBITS No. Description 2.1 Agreement and Plan of Merger dated July 1, 2003 (1) 3.1 Amended and Restated Articles of Incorporation (1) & Certificate of Amendment to Articles of Incorporation. ** 3.2 Bylaws (1) 5.1 Legal Opinion of Richardson & Patel LLP *** 10.1 Form of Convertible Debenture, dated as of June 18, 2007, issued by the registrant to certain investors. (2) 10.3 Form of Warrant, dated as of June 18, 2007, issued by the registrant to certain investors. (2) 10.4 Notice of Grant of Stock Option to David Ross (3) II-8 Table of Contents 10.5 Stock Option Agreement between the registrant and David Ross (3) 10.6 Notice of Grant of Stock Option to Rodney Anderson (3) 10.7 Stock Option Agreement between the registrant and Rodney Anderson (3) 10.8 Form of Securities Purchase Agreement for 12% Convertible Debentures (4) 10.9 Sionix Corporation 12% Convertible Debenture due July 29, 2008 (4) 10.10 Form of Common Stock Purchase Warrant dated July 29, 2008 (4) 10.11 Form of Unit Offering Securities Purchase Agreement (5) 10.12 Form of Common Stock Purchase Warrant (5) 10.13 Amended and Restated Promissory Notes with Calico Capital Management LLC, BRAX Capital LLC and Gene Salkind (6) 10.14 Second Amended and Restated Convertible Promissory Notes dated March 17, 2008 with Calico Capital Management LLC, BRAX Capital LLC and Gene Salkind (7) 10.15 Form of Subordinated 10% Debenture (8) 10.16 Form of Common Stock Purchase Warrant (8) 10.17 Consulting Agreement dated February 21, 2008 between the registrant and John H. Foster, Ph.D. (9) 10.18 Notice of Grant of Stock Option to John H. Foster (9) 10.19 Stock Option Agreement between the registrant and Dr. John H. Foster (9) 10.20 Notice of Grant of Stock Option (9) 10.21 Stock Option Agreement between the registrant and Dr. W. Richard Laton (9) 10.22 Waiver and Amendment #2 to Debenture dated August 23, 2011 between the registrant and Bernard Brogan (16) 10.23 Employment Agreement dated December 16, 2009 between the registrant and David R. Wells (10) 10.24 Form of Subordinated 10% Debenture (10) 10.25 Form of Common Stock Purchase Warrant (10) 10.26 Form of Securities Purchase Agreement entered into on December 13, 2010 (11) 10.27 Form of Warrant Agreement entered into on December 13, 2010 (11) 10.28 Employment Agreement effective January 1, 2011 between the registrant and David R. Wells (11) 10.29 Form of Securities Purchase Agreement entered into on April 6, 2011 (12) 10.30 Form of Warrant Agreement entered into on April 6, 2011 (12) 10.31 Supply Agreement dated May 3, 2010 with PERC Water Corporation (16) 10.32 Securities Purchase Agreement dated October 31, 2011 between the registrant and TCA Global Credit Master Fund, LP (13) 10.33 Senior Secured Redeemable Debenture issued on October 31, 2011 in favor of TCA Global Credit Master Fund, LP (13) 10.34 Security Agreement dated October 31, 2011 in favor of TCA Global Credit Master Fund, LP (13) 10.35 Pledge and Escrow Agreement dated October 31, 2011 among the registrant, TCA Global Credit Master Fund, LP and David Kahan, P.A. (13) 10.36 Form of Securities Purchase Agreement dated November 9, 2011 (13) 10.37 Form of Warrant to Purchase Common Stock dated November 9, 2011 (13) 10.37 Water Treatment Agreement dated February 21, 2012 between the registrant and McFall, Incorporated (14) 10.38 Securities Purchase Agreement dated March 2, 2012 between the registrant and REVH2O LLC (15) 10.39 Warrant for the purchase of common stock dated March 2, 2012 and issued to REVH2O LLC (15) 10.40 Form of Securities Purchase Agreement dated April 2012 for 8% Convertible Debenture and Warrant Financing (16) 10.41 Form of 8% Convertible Debenture (16) 10.42 Registration Rights Agreement in connection with 8% Convertible Debenture and Warrant Financing (16) 10.43 Form of Warrant in connection with 8% Convertible Debenture and Warrant Financing (16) 10.44 6% Convertible Redeemable Note dated September 21, 2012 issued to GEL Properties (16) 10.45 Form of Securities Purchase Agreement for 10% Convertible Promissory Notes (16) 10.46 Form of 10% Convertible Promissory Notes (16) 10.47 Form of Warrant issued together with 10% Convertible Promissory Notes (16) 10.48 Termination Agreement dated October 8, 2012 between the registrant and Ascendiant Capital Markets, LLC (16) 10.49 Securities Purchase Agreement dated March 12, 2012 between Williston Basin I, LLC and certain investors (16) II-9 Table of Contents 10.50 Offer of Position for Board of Directors to Kenneth Calligar dated July 31, 2012 (16) 10.51 Offer of Position for Board of Directors to Bernard Brogan dated July 31, 2012 (16) 10.52 Offer of Position for Board of Directors to Dr. Henry Sullivan dated October 23, 2012 (16) 21 Subsidiaries of the registrant* 23.1 Consent of Kabani & Company, LLC * 23.2 Consent of Richardson & Patel LLP (included in Exhibit 5.1)*** 101.1INS XBRL Instant Document** 101.1SCH XBRL Taxonomy Extension Schema Document** 101.1CAL XBRL Taxonomy Extension Calculation Linkbase Document** 101.1DEF XBRL Taxonomy Extension Definition Linkbase Document** 101.1LAB XBRL Taxonomy Extension Label Linkbase Document** 101.1PRE XBRL Taxonomy Extension Presentation Linkbase Document** ________________ *Filed herewith. ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to liability under these Sections. *** To be filed by Amendment (1) Incorporated by reference to registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on July 15, 2003. (3) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on October 23, 2008. (4) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on July 30, 2008. (5) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on May 29, 2008. (6) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on January 28, 2008. (7) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on March 24, 2008. (8) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on March 3, 2008. (9) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on February 25, 2008. (10) Incorporated by reference to the registrant s Annual Report on Form 10-K, file no. 002-95626-D, filed with the Commission on January 13, 2010. (11) Incorporated by reference to the registrant's Registration Statement on Form S-1 filed with the Commission on March 10, 2011. (12) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on April 8, 2011. (13) Incorporated by reference to the registrant s Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on November 16, 2011. (14) Incorporated by reference to the registrant's Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on March 6, 2012. (15) Incorporated by reference to the registrant's Current Report on Form 8-K, file no. 002-95626-D, filed with the Commission on March 6, 2012. (16) Incorporated by reference to the registrant's Annual Report on Form 10-K, file no. 002-95626-D, filed with the Commission on December 31, 2012. II-10 Table of Contents Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; II-11 Table of Contents (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

parsed_sections/legal_matters/2013/CIK0000791770_sqbg-inc_legal_matters.txt

@@ -0,0 +1,24 @@
+LEGAL MATTERS
+ 23
+
+ 
+ 
+
+ EXPERTS
+ 24
+
+ 
+ 
+
+ WHERE YOU CAN FIND ADDITIONAL INFORMATION
+ 24
+
+ 
+ 
+
+ INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
+ 24
+
+ 
+
+ (i)

parsed_sections/legal_matters/2013/CIK0000826773_unitek_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.

parsed_sections/legal_matters/2013/CIK0000842722_fuse_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the common stock being offered hereby has been passed upon by Roetzel & Andress, Fort Lauderdale, Florida.

parsed_sections/legal_matters/2013/CIK0000855874_community_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock offered hereby and selected other legal matters in connection with the offering will be passed upon for us by the law firm of Kilpatrick Townsend & Stockton LLP, Washington, DC. Certain legal matters with respect to this offering will be passed upon for the underwriters by Elias, Matz, Tiernan & Herrick L.L.P. Gary R. Bronstein, a partner in the law firm of Kilpatrick Townsend & Stockton LLP, beneficially owns 12,499 shares of Tri-County Financial common stock.

parsed_sections/legal_matters/2013/CIK0000861838_aceragen_legal_matters.txt

@@ -0,0 +1 @@
+Table of Contents UNDERWRITING We are offering the shares of common stock and warrants, including the pre-funded warrants, described in this prospectus through Piper Jaffray & Co. as underwriter. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase from us, shares of common stock, pre-funded warrants to purchase up to shares of common stock and warrants to purchase up to shares of common stock. The underwriter is committed to purchase all the shares of common stock, pre-funded warrants and warrants offered by us if it purchases any shares of common stock, pre-funded warrants and warrants. Certain of our existing principal stockholders and their affiliated entities have indicated an interest in purchasing up to $2.5 million of shares of our common stock and warrants to purchase shares of our common stock in this offering at the public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, less or no shares and warrants to any of these existing principal stockholders and any of these existing principal stockholders could determine to purchase more, less or no shares and warrants in this offering. The underwriter has advised us that it proposes to offer the shares of common stock and warrants directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that same price less a concession not in excess of a combined $ per share of common stock and related warrants. The underwriter may allow and the dealers may re-allow a concession of not more than a combined $ per share of common stock and related warrants on sales to certain other brokers and dealers. After the offering, these figures may be changed by the underwriter. Each share of common stock is being offered together with a warrant to purchase up to shares of our common stock and each pre-funded warrant is being offered together with a warrant to purchase up to shares of common stock. The shares of common stock, warrants and pre-funded warrants will be issued separately and no CUSIP number will be issued for any unit of common stock, warrants and/or pre-funded warrants. There is no market through which the warrants or pre-funded warrants may be sold and purchasers may not be able to resell the warrants or pre-funded warrants purchased under this prospectus. The underwriters have advised us that they currently intend to make a market in the common stock. However, the underwriters are not obligated to do so and may discontinue market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the common stock. The underwriting fee per share of common stock and related warrant is equal to the public offering price per share of common stock and related warrant, less the amount paid by the underwriter to us per share of common stock and related warrant and the underwriting fee per pre-funded warrant is equal to the public offering price per pre-funded warrant, less the amount paid by the underwriter to us per pre-funded warrant. The following table shows the (i) per combined share and related warrant underwriting discounts and commissions and (ii) total underwriting discounts and commissions to be paid to the underwriter in connection with this offering. Per Combined Share and Related Warrant Per Pre-Funded Warrant Total Public offering price $ $ $ Underwriting discounts and commissions paid by us $ $ $ Proceeds to us, before expenses $ $ $ We are also offering to those purchasers, which propose to purchase shares of common stock in this offering that would result in the purchaser, together with its affiliates and certain related parties, - 140 - Table of Contents beneficially owning more than 9.9% of our outstanding common stock following the consummation of this offering, the opportunity to purchase, in lieu of the shares of our common stock that would result in ownership in excess of 9.9%, warrants to purchase such excess shares of our common stock. The purchase price for each such pre-funded warrant would equal the per share public offering price for the common stock in this offering less the $0.01 per share exercise price of each such pre-funded warrant, and the exercise price of these pre-funded warrants would equal $0.01 per share. We estimate that the total fees and expenses payable by us, excluding underwriting discounts and commissions, will be approximately $ . Pursuant to the terms of the underwriting agreement, we have also agreed to reimburse the underwriter for expenses, including reasonable fees and disbursements of counsel, relating to this offering of up to $150,000, which amount is included in the above total and shall not be increased without our prior written consent. We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the underwriter may be required to make in respect of those liabilities. We and each of our directors and executive officers are subject to lock-up agreements that prohibit us and them from offering for sale, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant to purchase, lend or otherwise transferring or disposing of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, from entering into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock, or making any demand for, or exercising any right with respect to, the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for common stock, or making any public announcement of the intention to do any of the foregoing, for a period of at least 90 days following the date of the underwriting agreement without the prior written consent of Piper Jaffray & Co. The lock-up agreements do not prohibit our directors and executive officers from transferring shares of our common stock for bona fide estate or tax planning purposes, subject to certain requirements, including that the transferee be subject to the same lock-up terms, participating in any exchange of underwater options with us, acquiring or exercising stock options issued pursuant to our existing stock option plans, or entering into plans that satisfy the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, provided that no sales are made under such plans during the lock-up period. The lock-up agreements do not prohibit us from issuing shares upon the exercise or conversion of securities outstanding on the date of this prospectus. The lock-up provisions do not prevent us from selling shares to the underwriter pursuant to the underwriting agreement, or prevent us from granting options to acquire securities under our existing stock option plans or issuing shares upon the exercise or conversion of securities outstanding on the date of this prospectus. The 90-day lock-up period in all of the lock-up agreements is subject to extension if (i) during the last 17 days of the lock-up period we issue an earnings release or material news or a material event relating to us occurs or (ii) prior to the expiration of the lock-up period, we announce that we will release earnings results during the 16-day period beginning on the last day of the lock-up period, in which case the restrictions imposed in these lock-up agreements shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, if, within three days of that issuance or occurrence, Piper Jaffray & Co. publishes or otherwise distributes a research report or makes a public appearance concerning us, unless Piper Jaffray & Co. waives the extension in writing. - 141 - Table of Contents Our shares are quoted on the Nasdaq Capital Market under the symbol IDRA. To facilitate the offering, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock during and after the offering. Specifically, the underwriter may over-allot or otherwise create a short position in the common stock for its own account by selling more shares of common stock than we have sold to it. Short sales involve the sale by the underwriter of a greater number of shares than it is required to purchase in the offering. The underwriter may close out any short position by either exercising its option to purchase additional shares or purchasing shares in the open market. The underwriter may also engage in passive market making transactions in our common stock. Passive market making consists of displaying bids on the Nasdaq Capital Market limited by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the SEC limits the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize the market price of our common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time. This prospectus in electronic format may be made available on web sites maintained by the underwriter, and the underwriter may distribute prospectus supplements electronically. From time to time in the ordinary course of their respective businesses, the underwriter and certain of its affiliates may in the future engage in commercial banking or investment banking transactions with us and our affiliates. - 142 - Table of Contents LEGAL MATTERS The validity of the securities offered hereby will be passed upon for us by Wilmer Cutler Pickering Hale and Dorr LLP, Boston, Massachusetts. Dechert LLP, New York, New York, has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

parsed_sections/legal_matters/2013/CIK0000864264_simon_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock offered hereby and certain other legal matters will be passed upon for us by Munger, Tolles & Olson, LLP, Los Angeles, California.

parsed_sections/legal_matters/2013/CIK0000878375_american_legal_matters.txt

@@ -0,0 +1 @@
+Legal Matters 162

parsed_sections/legal_matters/2013/CIK0000884504_thermoener_legal_matters.txt

@@ -0,0 +1,1179 @@
+LEGAL MATTERS
+
+ 
+
+The validity of the common stock has been
+passed upon for us by Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts 02110.
+
+ 
+
+EXPERTS
+
+ 
+
+The consolidated financial statements
+of ThermoEnergy Corporation as of December 31, 2011 and 2010 and for the years then ended included in this prospectus and elsewhere
+in the Registration Statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered
+public accountants and successor to the practice of CCR LLP, upon the authority of said firm as experts in auditing and accounting
+in giving said report.
+
+ 
+
+WHERE YOU CAN FIND MORE INFORMATION
+
+ 
+
+We file annual, quarterly and current
+reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the
+Internet at the SEC's website at www.sec.gov and on the investor relations page of our website at http://ir.stockpr.com/thermoenergy/sec-filings.
+Information on, or accessible through, our website is not part of this prospectus. You may also read and copy any document
+we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You can also
+obtain copies of the documents upon the payment of a duplicating fee to the SEC. Please call the SEC at 1-800-SEC-0330
+for further information on the operation of the Public Reference Room.
+
+ 
+
+This prospectus omits some information
+contained in the registration statement in accordance with SEC rules and regulations. You should review the information
+and exhibits included in the registration statement for further information about us and the securities we are offering. Statements
+in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with
+the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document
+to evaluate these statements.
+
+ 
+
+ 59
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+THERMOENERGY CORPORATION
+
+ 
+
+CONSOLIDATED FINANCIAL STATEMENTS
+
+ 
+
+As of and For the Years ended December
+31, 2011 and 2010 
+
+ 
+
+With
+
+ 
+
+Report of Independent Registered Public
+Accounting Firm
+
+ 
+
+ 
+
+ F-1
+
+ 
+
+ 
+
+ 
+
+REPORT OF INDEPENDENT REGISTERED PUBLIC
+ACCOUNTING FIRM
+
+ 
+
+Board of Directors and Stockholders
+
+ThermoEnergy Corporation
+
+ 
+
+We have audited the accompanying consolidated
+balance sheet of ThermoEnergy Corporation (a Delaware corporation) and subsidiaries (the "Company") as of December
+31, 2011, and the related consolidated statements of operations, stockholders deficiency, and cash flows for the year then
+ended. These financial statements are the responsibility of the Company s management. Our responsibility is to express an
+opinion on these financial statements based on our audit. The consolidated financial statements of the Company as of December
+31, 2010 and for the year then ended were audited by CCR LLP. We have since succeeded to the practice of such firm.
+
+ 
+
+We conducted our audits in accordance
+with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
+perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The
+Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our
+audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
+in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control
+over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
+supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
+made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
+basis for our opinion.
+
+ 
+
+In our opinion, the consolidated financial
+statements referred to above present fairly, in all material respects, the financial position of ThermoEnergy Corporation and
+subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the two years
+in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
+
+ 
+
+The accompanying financial statements
+have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial
+statements, the Company incurred a net loss of $17,386,000 during the year ended December 31, 2011, and, as of that date, the
+Company s current liabilities exceeded its current assets by $3,387,000 and its total liabilities exceeded its total assets
+by $4,603,000. These conditions, along with other matters as set forth in Note 2, raise substantial doubt about the Company s
+ability to continue as a going concern. Management s plans in regard to these matters are also described in Note 2. The
+financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+
+ 
+
+/s/ GRANT THORNTON LLP
+
+ 
+
+Boston, Massachusetts
+
+May 14, 2012
+
+ 
+
+ F-2
+
+ 
+
+ 
+ 
+
+ 
+
+THERMOENERGY CORPORATION
+
+CONSOLIDATED BALANCE SHEETS
+
+(in thousands, except share and par
+value amounts)
+
+ 
+
+ 
+ December
+ 31,
+ 2011
+ 
+ December 31,
+ 2010
+ 
+
+ ASSETS 
+ 
+ 
+
+ Current Assets: 
+ 
+ 
+
+ Cash 
+ $3,056 
+ $4,299 
+
+ Accounts receivable, net 
+ 4,228 
+ 1,043 
+
+ Costs in excess of billings 
+ 132 
+ — 
+
+ Inventories 
+ 167 
+ 65 
+
+ Other current assets 
+ 590 
+ 289 
+
+ Total Current Assets 
+ 8,173 
+ 5,696 
+
+ 
+ 
+ 
+
+ Property and equipment, net 
+ 544 
+ 560 
+
+ Other assets 
+ 72 
+ 61 
+
+ 
+ 
+ 
+
+ TOTAL ASSETS 
+ $8,789 
+ $6,317 
+
+ 
+ 
+ 
+
+ LIABILITIES AND STOCKHOLDERS' DEFICIENCY 
+ 
+ 
+
+ Current Liabilities: 
+ 
+ 
+
+ Accounts payable 
+ $2,640 
+ $722 
+
+ Convertible debt, current portion 
+ 1,250 
+ — 
+
+ Accrued payroll taxes 
+ 599 
+ 1,470 
+
+ Billings in excess of costs 
+ 5,131 
+ 1,880 
+
+ Derivative liability, current portion 
+ 706 
+ — 
+
+ Other current liabilities 
+ 1,234 
+ 1,995 
+
+ Total Current Liabilities 
+ 11,560 
+ 6,067 
+
+ 
+ 
+ 
+
+ Long Term Liabilities: 
+ 
+ 
+
+ Derivative liability 
+ 101 
+ 2,852 
+
+ Convertible debt, net 
+ 1,571 
+ 8,892 
+
+ Other long term liabilities 
+ 160 
+ 180 
+
+ Total Long Term Liabilities 
+ 1,832 
+ 11,924 
+
+ 
+ 
+ 
+
+ Total Liabilities 
+ 13,392 
+ 17,991 
+
+ 
+ 
+ 
+
+ Commitments and contingencies (Note 12) 
+ 
+ 
+
+ 
+ 
+ 
+
+ Stockholders' Deficiency: 
+ 
+ 
+
+ Preferred Stock, $0.01 par value: authorized: 30,000,000
+ shares at December 31, 2011 and 20,000,000 shares at December 31, 2010: 
+ 
+ 
+
+ Series A Convertible Preferred Stock,
+ liquidation value of $1.20 per share: designated: 208,334 shares at December 31, 2011 and 10,000,000 shares at December 31,
+ 2010; issued and outstanding: 208,334 shares at December 31, 2011 and 2010 
+ 2 
+ 2 
+
+ Series B Convertible Preferred Stock,
+ liquidation preference of $2.40 per share: designated: 12,000,000 shares at December 31, 2011 and 6,454,621 shares at December
+ 31, 2010; issued and outstanding: 11,664,993 shares at December 31, 2011 and 5,968,510 shares at December 31, 2010 
+ 117 
+ 60 
+
+ Common Stock, $.001 par value: authorized –
+ 425,000,000 shares at December 31, 2011 and 300,000,000 shares at December 31, 2010; issued: 85,167,098 shares at December
+ 31, 2011 and 55,681,918 shares at December 31, 2010; outstanding: 85,033,301 shares at December 31, 2011 and 55,548,121 shares
+ at December 31, 2010 
+ 85 
+ 55 
+
+ Additional paid-in capital (Note 1) 
+ 108,727 
+ 84,351 
+
+ Accumulated deficit (Note 1) 
+ (113,510) 
+ (96,124)
+
+ Treasury stock, at cost: 133,797
+ shares at December 31, 2011 and 2010 
+ (18) 
+ (18)
+
+ Total ThermoEnergy Corporation Stockholders Deficiency 
+ (4,597) 
+ (11,674)
+
+ Noncontrolling interest 
+ (6) 
+ — 
+
+ Total Stockholders Deficiency 
+ (4,603) 
+ (11,674)
+
+ 
+ 
+ 
+
+ TOTAL LIABILITIES AND STOCKHOLDERS 
+ DEFICIENCY 
+ $8,789 
+ $6,317 
+
+ 
+
+See notes to consolidated financial statements.
+
+ 
+
+ F-3
+
+ 
+
+ 
+
+ 
+
+THERMOENERGY CORPORATION
+
+CONSOLIDATED STATEMENTS OF OPERATIONS
+
+(in thousands, except share and per
+share amounts)
+
+ 
+
+ 
+ Year Ended December 31, 
+
+ 
+ 2011 
+ 2010 
+
+ 
+ 
+ 
+
+ Revenue 
+ $5,583 
+ $2,874 
+
+ Cost of revenue 
+ 5,179 
+ 2,799 
+
+ Gross profit 
+ 404 
+ 75 
+
+ 
+ 
+ 
+
+ Operating Expenses: 
+ 
+ 
+
+ General and administrative 
+ 4,807 
+ 5,800 
+
+ Engineering, research and development 
+ 299 
+ 643 
+
+ Sales and marketing 
+ 2,448 
+ 1,281 
+
+ Total operating expenses 
+ 7,554 
+ 7,724 
+
+ 
+ 
+ 
+
+ Loss from operations 
+ (7,150) 
+ (7,649)
+
+ 
+ 
+ 
+
+ Other income (expense): 
+ 
+ 
+
+ Warrant expense 
+ — 
+ (107)
+
+ Gain on payroll tax settlement 
+ — 
+ 2,263 
+
+ Loss on extinguishment of debt (Note 1) 
+ (12,551) 
+ (5,620)
+
+ Derivative liability income (expense) 
+ 3,936 
+ (293)
+
+ Equity in losses of joint venture 
+ (389) 
+ (74)
+
+ Interest and other expense, net 
+ (1,232) 
+ (3,376)
+
+ Total
+ other expense 
+ (10,236) 
+ (7,207)
+
+ 
+ 
+ 
+
+ Net loss 
+ (17,386) 
+ (14,856)
+
+ Net loss attributable to noncontrolling interest 
+ 57 
+ — 
+
+ 
+ 
+ 
+
+ Net loss attributable to ThermoEnergy Corporation 
+ (17,329) 
+ (14,856)
+
+ Deemed dividend on Series B Convertible Preferred Stock
+ (Note 1) 
+ — 
+ (1,894)
+
+ 
+ 
+ 
+
+ Net loss attributable to ThermoEnergy Corporation common
+ stockholders 
+ $(17,329) 
+ $(16,750)
+
+ 
+ 
+ 
+
+ Loss per share attributable to ThermoEnergy Corporation
+ common stockholders, basic and diluted 
+ $(0.30) 
+ $(0.31)
+
+ 
+ 
+ 
+
+ Weighted average shares used in computing loss per share,
+ basic and diluted 
+ 56,819,885 
+ 54,041,586 
+
+ 
+
+See notes to consolidated financial statements.
+
+ 
+
+ F-4
+
+ 
+
+ 
+
+ 
+
+THERMOENERGY CORPORATION
+
+CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
+DEFICIENCY 
+
+(in thousands, except share and per share amounts)
+
+Years Ended December 31, 2011 and 2010
+
+ 
+
+ 
+ Series A
+ 
+Convertible 
+Preferred 
+Stock 
+ Series B
+ 
+Convertible 
+Preferred 
+Stock 
+ Common
+ 
+Stock 
+ Additional
+ 
+Paid-In 
+Capital 
+ Accumulated
+ 
+Deficit 
+ Treasury
+ 
+Stock 
+ Noncontrolling
+ 
+Interest 
+ Total 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Balance at
+ December 31, 2009 
+ $2 
+ $30 
+ $54 
+ $66,711 
+ $(81,268) 
+ $- 
+ $- 
+ $(14,471)
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Stock
+ options issued to officers, directors and employees 
+ 
+ 
+ 
+ 2,066 
+ 
+ 
+ 
+ 2,066 
+
+ Common
+ Stock issued for services (200,000 shares) 
+ 
+ 
+ 
+ 54 
+ 
+ 
+ 
+ 54 
+
+ Convertible
+ Notes and accrued interest converted to Common Stock (1,802,445 shares at $0.24 per share) 
+ 
+ 
+ 1 
+ 432 
+ 
+ 
+ 
+ 433 
+
+ Convertible
+ debt and accrued interest converted to Series B Convertible Preferred Stock (791,668 shares at $2.40 per share) (Note 1) 
+ 
+ 8 
+ 
+ 6,898 
+ 
+ 
+ 
+ 6,906 
+
+ Series
+ B Convertible Preferred Stock and warrants issued for cash, net of issuance costs of $375 (2,083,334 shares at $2.40 per share) 
+ 
+ 21 
+ 
+ 4,604 
+ 
+ 
+ 
+ 4,625 
+
+ Series
+ B Convertible Preferred Stock and warrants issued for settlement with Convertible note holders (55,554 shares at $2.40 per
+ share) 
+ 
+ 1 
+ 
+ 533 
+ 
+ 
+ 
+ 534 
+
+ Beneficial
+ conversion features recognized upon issuance of short term borrowings 
+ 
+ 
+ 
+ 3,053 
+ 
+ 
+ 
+ 3,053 
+
+ Purchase of treasury stock
+ (50,000 shares at $0.35 per share) 
+ 
+ 
+ 
+ 
+ 
+ (18) 
+ 
+ (18)
+
+ Net
+ Loss (Note 1) 
+ 
+ 
+ 
+ 
+ (14,856) 
+ 
+ 
+ (14,856)
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Balance at December 31,
+ 2010 
+ 2 
+ 60 
+ 55 
+ 84,351 
+ (96,124) 
+ (18) 
+ - 
+ (11,674)
+
+ Stock
+ options issued to officers, directors and employees 
+ 
+ 
+ 
+ 1,002 
+ 
+ 
+ 
+ 1,002 
+
+ Common
+ Stock issued for services (600,000 shares) 
+ 
+ 
+ 1 
+ 113 
+ 
+ 
+ 
+ 114 
+
+ Conversion
+ of Series B Convertible Stock (118,518 shares) to Common Stock (1,185,180 shares) 
+ 
+ (1) 
+ 1 
+ 
+ 
+ 
+ 
+ — 
+
+ Conversion
+ and tender of convertible debt and accrued interest to Series B Convertible Preferred Stock and warrants 
+ 
+ 58 
+ 
+ 14,080 
+ 
+ 
+ 
+ 14,138 
+
+ Exercise
+ of Common Stock purchase warrants for cash, net of issuance costs of $196 (27,700,000 shares at $0.095 per share) 
+ 
+ 
+ 28 
+ 2,408 
+ 
+ 
+ 
+ 2,436 
+
+ Issuance
+ of Common Stock purchase warrants 
+ 
+ 
+ 
+ 4,879 
+ 
+ 
+ 
+ 4,879 
+
+ Derecognition
+ of beneficial conversion features on extinguished debt 
+ 
+ 
+ 
+ (2,003) 
+ 
+ 
+ 
+ (2,003)
+
+ Repricing of warrants 
+ 
+ 
+ 
+ 1,799 
+ 
+ 
+ 
+ 1,799 
+
+ Reclassification
+ of derivative liabilities to equity 
+ 
+ 
+ 
+ 2,037 
+ 
+ 
+ 
+ 2,037 
+
+ Debt
+ discount recognized upon issuance of convertible debt 
+ 
+ 
+ 
+ 61 
+ 
+ 
+ 
+ 61 
+
+ Contributions
+ to joint venture on behalf of noncontrolling interest 
+ 
+ 
+ 
+ 
+ 
+ 
+ (63) 
+ (63)
+
+ Net
+ Loss 
+ 
+ 
+ 
+ 
+ (17,386) 
+ 
+ 57 
+ (17,329)
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Balance at December 31, 2011 
+ $2 
+ $117 
+ $85 
+ $108,727 
+ $(113,510) 
+ $(18) 
+ $(6) 
+ $(4,603)
+
+ 
+
+ 
+
+ 
+
+See notes to consolidated financial statements.
+
+ 
+
+ F-5
+
+ 
+
+ 
+
+ 
+
+THERMOENERGY CORPORATION
+
+CONSOLIDATED STATEMENTS OF CASH FLOWS
+
+(in thousands)
+
+ 
+ Year Ended December 31, 
+
+ 
+ 2011 
+ 2010 
+
+ Operating Activities: 
+ 
+ 
+
+ Net loss (Note 1) 
+ $(17,386) 
+ $(14,856)
+
+ Adjustment to reconcile net loss to net cash used in operating
+ activities: 
+ 
+ 
+
+ Stock option expense 
+ 1,002 
+ 2,066 
+
+ Warrant expense 
+ — 
+ 107 
+
+ Common stock issued for services 
+ 114 
+ 54 
+
+ Gain on payroll tax settlement 
+ — 
+ (2,263)
+
+ Loss on extinguishment of debt (Note
+ 1) 
+ 12,513 
+ 5,620 
+
+ Loss on disposal of property, plant
+ and equipment 
+ 62 
+ — 
+
+ Equity in losses of joint venture 
+ 389 
+ 74 
+
+ Derivative liability (income) expense 
+ (3,936) 
+ 293 
+
+ Non-cash interest added to debt 
+ 245 
+ 941 
+
+ Series B Preferred Convertible Stock
+ and warrants issued for note holder settlement expenses 
+ — 
+ 534 
+
+ Purchase of treasury stock 
+ — 
+ (18)
+
+ Depreciation 
+ 89 
+ 52 
+
+ Amortization of discount on convertible
+ debt 
+ 687 
+ 2,243 
+
+ Increase (decrease) in cash arising from changes in assets
+ and liabilities: 
+ 
+ 
+
+ Accounts receivable 
+ (3,185) 
+ (1,036)
+
+ Costs in excess of billings 
+ (132) 
+ — 
+
+ Inventories 
+ (102) 
+ 9 
+
+ Other current assets 
+ (307) 
+ (84)
+
+ Accounts payable 
+ 1,918 
+ (90)
+
+ Billings in excess of costs 
+ 3,251 
+ 1,482 
+
+ Other current liabilities 
+ (1,303) 
+ (707)
+
+ Other long-term liabilities 
+ (20) 
+ (49)
+
+ 
+ 
+ 
+
+ Net cash used in operating activities 
+ (6,101) 
+ (5,628)
+
+ 
+ 
+ 
+
+ Investing Activities: 
+ 
+ 
+
+ Investment in joint venture 
+ (400) 
+ (61)
+
+ Purchases of property
+ and equipment 
+ (135) 
+ (371)
+
+ 
+ 
+ 
+
+ Net cash used in investing activities 
+ (535) 
+ (432)
+
+ 
+ 
+ 
+
+ Financing Activities: 
+ 
+ 
+
+ Proceeds from issuance of Series B
+ Convertible Preferred Stock and warrants, net of issuance costs of $375 
+ — 
+ 4,625 
+
+ Proceeds from issuance of common stock,
+ net of issuance costs of $196 
+ 2,436 
+ — 
+
+ Proceeds from issuance of convertible
+ promissory notes 
+ 5,760 
+ 4,625 
+
+ Payments on convertible
+ promissory notes 
+ (2,803) 
+ — 
+
+ 
+ 
+ 
+
+ Net cash provided by financing activities 
+ 5,393 
+ 9,250 
+
+ 
+ 
+ 
+
+ Net change in cash 
+ (1,243) 
+ 3,190 
+
+ Cash, beginning of year 
+ 4,299 
+ 1,109 
+
+ Cash, end of year 
+ $3,056 
+ $4,299 
+
+ 
+ 
+ 
+
+ Supplemental schedule of non-cash financing activities: 
+ 
+ 
+
+ Conversion and
+ tender of convertible debt and accrued interest to Series B Convertible Preferred Stock and warrants 
+ $14,138 
+ $1,900 
+
+ Conversion of
+ convertible notes and accrued interest to common stock 
+ $— 
+ $433 
+
+ Debt (premium)
+ discount recognized on convertible debt 
+ $(131) 
+ $3,053 
+
+ Accrued interest
+ added to debt 
+ $153 
+ $323 
+
+ 
+ 
+ 
+
+ 
+
+See notes to consolidated financial statements.
+
+ 
+
+ F-6
+
+ 
+
+ 
+
+ 
+
+THERMOENERGY CORPORATION
+
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+
+December 31, 2011 and 2010
+
+ 
+
+Note 1: Organization and summary
+of significant accounting policies
+
+ 
+
+Nature of

parsed_sections/legal_matters/2013/CIK0000901842_blue_legal_matters.txt

@@ -0,0 +1 @@
+Plan Category Number of Common Shares to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Common Shares Remaining Available for Future Issuance Under Equity Plans (Excluding Shares Reflected in Column (a)) (a) (b) Equity compensation plans approved by stockholders - - - Equity compensation plans not approved by stockholders - - - Total $ - $ - $ - 2012 Director Compensation The Company pays each of our non-employee directors in common stock of the Company a fee of $1,500 for each meeting of our Board, and a fee of $350 for each committee meeting that each attends. An employee of the Company or a subsidiary receives no additional compensation for serving as a director. Directors are also eligible to receive stock options, restricted stock and deferred share unit grants under our 1998 Equity Incentive Plan. In December 2012, each non-employee director of the Company was awarded 1,000 shares of our stock for performance during 2012. Mr. Regnier received 8,000 shares of restricted stock as discussed above under Executive Compensation. Fees Earned or Paid in Cash(1) Stock Awards (2) Option Awards Non Equity Incentive Plan Compensation All Other Compensation Total Compensation Name Year ($) ($) ($) ($) ($) ($) Donald H. Alexander 2012 $ 37,500 $ 8,500 - - - $ 45,500 Robert D. Taylor 2012 $ 17,950 $ 8,500 - - - $ 26,450 James L. Gegg 2012 $ 3,350 $ 4,250 - - - $ 7,600 (1) Fees earned were converted to shares of the Company s common stock during 2012. In December, 2012, the following shares of common stock were issued to the non-employee directors: Mr. Alexander 8,223 shares; Mr. Taylor 3,989 shares; and Mr. Gegg 745 shares. (2) All non-employee directors received 2,000 shares, except M. Gegg, who received 1,000 shares, which vested immediately. Management s estimate of the fair value of our common stock at December 24, 2012, the grant date, was $4.25 per share based upon the last trade which occurred on December 19, 2012. LEGAL MATTERS The validity of the issuance of the common stock offered hereby will be passed upon for us by Husch Blackwell LLP.

parsed_sections/legal_matters/2013/CIK0000907686_plures_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Ruskin, Moscou Faltischek P.C. has acted as counsel to the Company.

parsed_sections/legal_matters/2013/CIK0001011664_elbit_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the ordinary shares being offered by this prospectus and other legal matters concerning this offering relating to Israeli law will be passed upon for us by Yigal Arnon & Co., Tel Aviv, Israel.

parsed_sections/legal_matters/2013/CIK0001024657_west-corp_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters in connection with this offering, including the validity of the shares of common stock offered hereby, will be passed upon for us by Sidley Austin LLP. Ropes & Gray LLP has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

parsed_sections/legal_matters/2013/CIK0001029581_modsys_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the ordinary shares being offered by this prospectus and other legal matters concerning this offering relating to Israeli law will be passed upon for us by Herzog, Fox & Neeman, with a business address at Asia House, 4 Weizmann St., Tel Aviv, Israel 64239. Certain other legal matters relating to United States law will be passed upon by Cooley LLP, with a business address at 500 Boylston St, Boston, MA 02116.

parsed_sections/legal_matters/2013/CIK0001052257_agritech_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Quarles & Brady LLP, Milwaukee, Wisconsin, will pass upon the validity of the securities offered by this prospectus as our counsel. Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel for the Placement Agent in this offering.

parsed_sections/legal_matters/2013/CIK0001071264_jacksonvil_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters in connection with any offering of securities made by this prospectus and the material U.S. federal income tax consequences of this rights offering will be passed upon for us by McGuireWoods LLP.

parsed_sections/legal_matters/2013/CIK0001082176_kleangas_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon by Barry J. Miller, Esq., of Farmington Hills, Michigan.

parsed_sections/legal_matters/2013/CIK0001092839_dune_legal_matters.txt

@@ -0,0 +1 @@
+Legal Matters 29

parsed_sections/legal_matters/2013/CIK0001095996_william_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of Class A Common Stock offered by this prospectus has been passed upon for us by Latham & Watkins LLP, Costa Mesa, California. The validity of the shares of Class A Common Stock offered hereby has been passed upon for the underwriters by Milbank, Tweed, Hadley & McCloy LLP, Los Angeles, California.

parsed_sections/legal_matters/2013/CIK0001104358_broadview_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity and enforceability of the Notes and the related guarantees have been passed upon for us by Willkie Farr & Gallagher LLP, New York, New York.

parsed_sections/legal_matters/2013/CIK0001117480_chimerix_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock being offered by this prospectus will be passed upon for us by Cooley LLP, San Diego, California. The underwriters are being represented by Davis Polk & Wardwell LLP, New York, New York.

parsed_sections/legal_matters/2013/CIK0001131543_ambit_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock being offered by this prospectus will be passed upon for us by Cooley LLP, San Diego, California. Latham & Watkins LLP, San Diego, California, is counsel for the underwriters in connection with this offering.

parsed_sections/legal_matters/2013/CIK0001137204_epm-live_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters relating to the validity of the issuance of the common stock offered by this prospectus will be passed upon for us by Perkins Coie LLP, Seattle, Washington.

parsed_sections/legal_matters/2013/CIK0001138817_first_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS 44

parsed_sections/legal_matters/2013/CIK0001143921_vantagesou_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares offered by this prospectus will be passed upon for us by Womble Carlyle Sandridge & Rice, LLP. Wyrick Robbins Yates & Ponton LLP is acting as counsel for the underwriters in this offering.

parsed_sections/legal_matters/2013/CIK0001158863_wageworks_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Latham & Watkins LLP, Menlo Park, California is representing the underwriters in this offering. Certain members of, and investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati own an interest representing less than 0.1% of our common stock.

parsed_sections/legal_matters/2013/CIK0001159019_tribute_legal_matters.txt

@@ -0,0 +1 @@
+Legal Matters 23

parsed_sections/legal_matters/2013/CIK0001168197_liposcienc_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock being offered by this prospectus will be passed upon for us by Cooley LLP, Reston, Virginia. The underwriters are being represented by Gibson, Dunn & Crutcher LLP, New York, New York.

parsed_sections/legal_matters/2013/CIK0001195734_potbelly_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Mayer Brown LLP, Chicago, Illinois, has passed upon the validity of the common stock offered hereby on our behalf. The underwriters are being represented by Sidley Austin LLP, Chicago, Illinois. Sidley Austin LLP has represented us on certain matters.

parsed_sections/legal_matters/2013/CIK0001259515_control4_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Goodwin Procter LLP, Menlo Park, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cooley LLP, Palo Alto, California. Cooley LLP has in the past provided, and continues to provide, legal services to us.

parsed_sections/legal_matters/2013/CIK0001269021_portola_legal_matters.txt

@@ -0,0 +1 @@
+Legal matters Cooley LLP, San Francisco and Palo Alto, California, will pass upon the validity of the shares of common stock offered hereby. The underwriters are being represented by Davis Polk & Wardwell LLP, Menlo Park, California, in connection with the offering.

parsed_sections/legal_matters/2013/CIK0001270073_intercept_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of common stock offered by the selling stockholders in this offering will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Goodwin Procter LLP, New York, New York, is acting as counsel for the underwriter in connection with this offering.

parsed_sections/legal_matters/2013/CIK0001295503_miscor_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters, including the validity of the shares of common stock offered in this prospectus, have been passed upon for us by our counsel, Ulmer & Berne LLP, 1660 West 2nd Street, Suite 1100, Cleveland, Ohio 44113-1448.

parsed_sections/legal_matters/2013/CIK0001296286_longhai_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed upon for us by Lewis and Roca LLP, Las Vegas, Nevada.

parsed_sections/legal_matters/2013/CIK0001318173_usmetals_legal_matters.txt

@@ -0,0 +1 @@
+Legal Matters The validity of the issuance of the common stock offered hereby will be passed upon for us by Dennis Brovarone, Attorney at Law.