-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F3YsxDGgL5MltKrdnfGU0ueNFrcsqv1elw9DUDqdMxjFkDMxhpmKPA2w9GHJ5UBc JTbKoAYEWchwOnrEe5DZgQ== 0001144204-07-005446.txt : 20070206 0001144204-07-005446.hdr.sgml : 20070206 20070206124521 ACCESSION NUMBER: 0001144204-07-005446 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070206 DATE AS OF CHANGE: 20070206 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMALL WORLD KIDS INC CENTRAL INDEX KEY: 0001157564 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 870678991 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82456 FILM NUMBER: 07583435 BUSINESS ADDRESS: STREET 1: 5711 BUCKINGHAM PARKWAY CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: (310) 645-9680 MAIL ADDRESS: STREET 1: 5711 BUCKINGHAM PARKWAY CITY: CULVER CITY STATE: CA ZIP: 90230 FORMER COMPANY: FORMER CONFORMED NAME: SAVON TEAM SPORTS INC DATE OF NAME CHANGE: 20010814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SC 13G 1 v064604_sc13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d - 102) Under the Securities Exchange Act of 1934 SMALL WORLD KIDS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 83167N203 - -------------------------------------------------------------------------------- (CUSIP Number) January 29, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------ * Based on 5,410,575 shares of common stock, par value $0.001 per share (the "Shares") of Small World Kids, Inc., a Nevada corporation (the "Company") outstanding, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. As of January 29, 2007, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments; and (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 685,185 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. The February Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). On January 29, 2007, effective April 15, 2007, (a) the Fund provided the Company notice of the Fund's waiver of the 4.99% Issuance Limitation under the Warrants, which such waivers shall be effective on the 75th day following the delivery of such notice (the "Waiver Effective Date") and (b) the Company and the Fund agreed that, on the Waiver Effective Date, the 4.99% Limitation under the February Warrant shall be increased to an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% Issuance Limitation. The 9.99% Issuance Limitation under the Warrants may be waived by the Fund upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ------------ * Based on 5,410,575 shares of common stock, par value $0.001 per share (the "Shares") of Small World Kids, Inc., a Nevada corporation (the "Company") outstanding, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. As of January 29, 2007, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments; and (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 685,185 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. The February Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). On January 29, 2007, effective April 15, 2007, (a) the Fund provided the Company notice of the Fund's waiver of the 4.99% Issuance Limitation under the Warrants, which such waivers shall be effective on the 75th day following the delivery of such notice (the "Waiver Effective Date") and (b) the Company and the Fund agreed that, on the Waiver Effective Date, the 4.99% Limitation under the February Warrant shall be increased to an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% Issuance Limitation. The 9.99% Issuance Limitation under the Warrants may be waived by the Fund upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ------------ * Based on 5,410,575 shares of common stock, par value $0.001 per share (the "Shares") of Small World Kids, Inc., a Nevada corporation (the "Company") outstanding, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. As of January 29, 2007, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments; and (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 685,185 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. The February Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). On January 29, 2007, effective April 15, 2007, (a) the Fund provided the Company notice of the Fund's waiver of the 4.99% Issuance Limitation under the Warrants, which such waivers shall be effective on the 75th day following the delivery of such notice (the "Waiver Effective Date") and (b) the Company and the Fund agreed that, on the Waiver Effective Date, the 4.99% Limitation under the February Warrant shall be increased to an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% Issuance Limitation. The 9.99% Issuance Limitation under the Warrants may be waived by the Fund upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 83167N203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 540,516 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 540,516 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,516 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ------------ * Based on 5,410,575 shares of common stock, par value $0.001 per share (the "Shares") of Small World Kids, Inc., a Nevada corporation (the "Company") outstanding, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. As of January 29, 2007, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments; and (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 685,185 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. The February Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). On January 29, 2007, effective April 15, 2007, (a) the Fund provided the Company notice of the Fund's waiver of the 4.99% Issuance Limitation under the Warrants, which such waivers shall be effective on the 75th day following the delivery of such notice (the "Waiver Effective Date") and (b) the Company and the Fund agreed that, on the Waiver Effective Date, the 4.99% Limitation under the February Warrant shall be increased to an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% Issuance Limitation. The 9.99% Issuance Limitation under the Warrants may be waived by the Fund upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. Item 1(a). Name of Issuer: SMALL WORLD KIDS, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 5711 Buckingham Parkway, Culver City, CA 90230 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G, as amended, is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the shares owned by Laurus Master Fund, Ltd. Information related to each of Laurus Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New York, NY 10022 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 83167N203 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 540,516 shares of Common Stock* (b) Percent of Class: 9.99%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock* (ii) shared power to vote or to direct the vote: 540,516 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock* (iv) shared power to dispose or to direct the disposition of: 540,516 shares of Common Stock* Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ------------ * Based on 5,410,575 shares of common stock, par value $0.001 per share (the "Shares") of Small World Kids, Inc., a Nevada corporation (the "Company") outstanding, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. As of January 29, 2007, Laurus Master Fund, Ltd. (the "Fund") held (i) a warrant (the "February Warrant") to acquire 1,036,000 Shares, at an exercise price of $0.001 per Share, subject to certain adjustments; and (ii) a Warrant (the "January Warrant" and together with the February Warrant, the "Warrants") to acquire 685,185 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. The February Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The January Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). On January 29, 2007, effective April 15, 2007, (a) the Fund provided the Company notice of the Fund's waiver of the 4.99% Issuance Limitation under the Warrants, which such waivers shall be effective on the 75th day following the delivery of such notice (the "Waiver Effective Date") and (b) the Company and the Fund agreed that, on the Waiver Effective Date, the 4.99% Limitation under the February Warrant shall be increased to an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% Issuance Limitation. The 9.99% Issuance Limitation under the Warrants may be waived by the Fund upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 6, 2007 ---------------------------------- Date /s/ David Grin ---------------------------------- David Grin Director APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Place of Organization: Delaware B. Name: Eugene Grin Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: United States C. Name: David Grin Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: Israel Each of Laurus Capital Management, LLC, Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. Laurus Capital Management, LLC /s/ David Grin - ---------------------------------- David Grin Principal February 6, 2007 /s/ David Grin - ---------------------------------- David Grin, on his individual behalf February 6, 2007 /s/ Eugene Grin - ---------------------------------- Eugene Grin, on his individual behalf February 6, 2007 -----END PRIVACY-ENHANCED MESSAGE-----