-----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, NVRZDszkmyEWmDIQsSwAKshyqL+wXBMgD6UPSVC40Q+GR5/wxlDrQhKoYYGfsrY2 f5yR7ojhKADxPfKZw4XEXA== 0001144204-07-038056.txt : 20070724 0001144204-07-038056.hdr.sgml : 20070724 20070724170228 ACCESSION NUMBER: 0001144204-07-038056 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070228 FILED AS OF DATE: 20070724 DATE AS OF CHANGE: 20070724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FROMEX EQUITY CORP CENTRAL INDEX KEY: 0001372975 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 133579974 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52241 FILM NUMBER: 07996777 BUSINESS ADDRESS: STREET 1: 271 NORTH AVENUE STREET 2: 5TH FLOOR CITY: NEW ROCHELLE STATE: NY ZIP: 10801 BUSINESS PHONE: 914 636 3432 X 101 MAIL ADDRESS: STREET 1: 271 NORTH AVENUE STREET 2: 5TH FLOOR CITY: NEW ROCHELLE STATE: NY ZIP: 10801 10-K/A 1 v081720_10k-a.htm Unassociated Document
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________to________________

Commission file number: 0-52241
 
 
FROMEX EQUITY CORP.
 
 
(Exact name registrant as specified in its charter)
 
     
 Delaware
 
04-3826570
(State or other jurisdiction of incorporation or  organization)
 
  (I.R.S. Employer Identification)
     
320 Manville Road, Pleasantville, N. Y.
 
10570
(Address of principal executive offices)
 
(Zip Code)
 
(Registrant’s telephone number, including area code): (914) 632-6730

Securities Registered Pursuant To Section 12(b) Of The Act: None

Securities Registered Pursuant To Section 12(g) Of the Act:
 
Title of Class
Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes   x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes               x No

Note - Checking the box above will not relieve any registrant to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
SEC 1673(03-07)
 

 
Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes   o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filero   Accelerated filero   Non-accelerated filerx
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0.

Note. - If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of May 29, 2007, 14,400,000 shares were outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e. g., Part I. Part II, etc.) into which the document is incorporated: the registrant’s definitive information statement to be filed within 120 days after the close of the year ended February 28, 2007 is incorporated by reference in Part III of this Form 10-K.
 
EXPLANATORY NOTE

The sole purposes of this amendment are:
 
  1. 
To correct “Item 9A. Controls and Procedures” at page 19 to indicate that management’s evaluation of the effectiveness of its disclosure controls and procedures was conducted as of the end of period covered by this report and not during the 90-day period prior to the date of this report. See corrected Item 9 with the correct text underlined at the beginning of the second paragraph.
 
 
2.
To revise paragraphs 1 and 5a of “Exhibit 31.1 and 31.2 - Certifications” to refer to the annual report in paragraph 1 rather than the quarterly report and to add the words “and material weaknesses” in paragraph 5a. See the corrected Exhibits 31.1 and 31.2 herein with the corrected text underlined.


 
FROMEX EQUITY CORP.

ANNUAL REPORT ON FROM 10-K

FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2007
 
   
Page No.
 
PART I
 
     
Item 1. Business
1
Item 1A. Risk Factors
8
Item 2. Properties
11
Item 3.   Legal Proceedings
11
Item 4.
Submission of Matters to a Vote of Security Holders and
Other Information
11
     
 
PART II
 
     
Item 5.
Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
11
Item 6. Selected Financial Data
13
Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
14
Item 7A. Quantitative and Qualitative Disclosures Of Market Risk
18
Item 8. Financial Statements and Supplementary Date
19
Item 9.
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
19
Item 9A. Controls and Procedures
19
   
 
 
PART III
 
     
Item 10. Directors, Executive Officers and Corporate Governance
20
Item 11. Executive Compensation
20
Item 12. 
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
20
Item 13.
Certain Relationships and Related Transactions, and Director
Independence
20
Item 14.  Principal Accountants Fees and Services
20
     
 
 PART IV
 
     
Item 15. Exhibits, Financial Statements Schedules
21
 

 
PART I
 
ITEM 1. BUSINESS
 
Organization of the Company

Fromex Equity Corp. (the “Company” or “Fromex”) was incorporated in the State of Delaware on August 31, 2005 as a wholly owned subsidiary of FRMO Corp. (“FRMO”). Fromex has a fiscal year ending on the last day of February, as does its parent company FRMO. As of February 28, 2007 Fromex had 14,400,000 shares of common stock, par value $.01 per share, issued and outstanding all of which are owned by FRMO, for which it paid $844,000, $144,000 for the par value and $700,000 for Fromex’s capital in excess of par value.

Spin-off of Fromex
 
On August 31, 2005, FRMO filed Form 8-K with the Securities and Exchange Commission disclosing the formation of Fromex and the intended distribution to FRMO shareholders of 5% of the Fromex shares. In subsequent Form 8-K information filings it was announced that the timing and precise form of the spin-off would be postponed until a better procedure was identified for resolving the problem created by the new accounting rule (EITF 03-16). That rule, which was effective from and after September 1, 2004, mandated a change in the accounting policy for reporting revenue from FRMO’s 8.4% interest in Kinetics’ Advisers, LLC (“Kinetics”) from the cost (cash) method to the equity (accrual) method, as reported in FRMO’s Form 8-K dated June 16, 2005. For a variety of reasons, including the Kinetics practice, as a private company, of using the cash-basis method of accounting and the difficulty of securing audited and accrual-basis financial statements suitable for a public reporting company, FRMO could not itself report accrual-basis financial statements.
 
On December 9, 2005 the Board of Directors of FRMO authorized the preparation of a Form 10 Registration Statement for the shares of common stock of Fromex pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). FRMO plans to distribute, five weeks after all SEC comments with respect to this Registration Statement have been cleared, to its shareholders as of the close of business on a date which is 21 days prior to the distribution date (the “record date”), one share of Fromex common stock for each 50 shares of FRMO common stock then outstanding. FRMO has 36,137,774 shares of common stock presently outstanding which means that approximately 720,000 shares of Fromex common stock (taking into consideration the payment of cash for fractional shares) will be distributed, representing 5% of the 14,400,000 shares of Fromex issued and outstanding. Fractional shares will be paid in cash based on the average of the high bid price in the first 15 trading days after the distribution date and/or, if the Board of Directors deem it necessary or appropriate, on an independent appraisal of market value. It is expected that the aggregate of cash paid for fractional shares will not exceed $1,000. The distribution of cash in lieu of fractional shares will not occur at the same time as the distribution of common stock.
 
1

 
Control Group

Murray Stahl and Steven Bregman are the Chairman and President of both FRMO and Fromex. They are principal persons in the Stahl-Bregman Group which controls FRMO and, after the spin-off distribution date, will control Fromex. 28,883,274 shares of common stock of FRMO are owned by the Stahl Bregman Group, which will receive 577,665 shares of Fromex in the distribution. The Stahl Bregman Group, includes Murray Stahl, Steven Bregman, John Meditz, Peter Doyle, Catherine Bradford, Thomas C. Ewing and Katherine Ewing. See Item 12 below.
 
Description of Business of Fromex

Restatement of Financial Statements

The financial statements for the period August 31, 2005 (inception) to February 28, 2006 have been restated as described below.

FRMO, the Company’s parent held a 60% interest in Horizon Advisers, a fund management firm. On December 1, 2005, FRMO transferred and assigned to Fromex a 66 2/3% interest in its share of fees earned by Horizon Advisers, as and when received by FRMO. The fair value of this revenue stream, estimated at $250,000, was initially recognized as a capital contribution by FRMO to Fromex, generating an intangible asset of $250,000. This asset was being amortized over an estimated useful economic life of 10 years.

Upon subsequent analysis, it was determined that, because no value had been assigned to the Horizon Advisers revenue stream as reported on the accounts of FRMO, the Company’s parent, no value should have been attributed to the 66 2/3% interest upon transfer to Fromex. Accordingly, financial statements have been restated to attribute no value to the assigned interest, and the reversal of amortization recorded on the initial valuation. This restatement did not result in a change to the reported earnings per share.

See Note 2A to Notes to Financial Statements.
 
Consulting Agreement
 
Fromex has entered into a contract with FRMO to perform consulting and management services to FRMO for which FRMO has agreed to pay Fromex ten (10%) percent of the cash receipts which FRMO receives from its rights to share in fees generated by its third party customers during the term of the agreement (the “Consulting Agreement”). The term of the Consulting Agreement is from December 1, 2005 until February 28, 2010 (as amended on December 26, 2006) and for each twelve (12) month period thereafter unless terminated or amended by an instrument in writing signed by both parties on or before January 15 preceding the end of a respective term.
 
2

 
Fromex’s services include the administrative aspect of FRMO’s business activities such as operations, bookkeeping, personnel responsibilities and periodic consulting with the FRMO’s chief financial officer, but do not include the research, business development activities or the services rendered by FRMO or its third party customers, which produce FRMO’s cash receipts. FRMO shall pay to Fromex as its fees an amount equal to 10% of total cash receipts that FRMO receives from its customers during the term of the Consulting Agreement. Fees for Fromex’s services are based only on the fees collected by FRMO in each three (3) month period beginning December 1, 2005 and shall not include a percentage of any receivable or accrual until the amount is actually received by FRMO. The payment of such services shall be made on or before the close of the month following the end of said three month period.


The first accounting period was the three months which commenced December 1, 2005 and ended February 28, 2006, for which Fromex received $117,013 on March 24, 2006, based on the following cash receipts of FRMO in that quarterly period. In addition, the FRMO cash receipts in the current fiscal year, namely from March 1, 2006 to February 28, 2007 were as set forth below.
 
FRMO’s Cash Receipts From  
3/1/06 - 2/28/07
 
12/1/05 - 2/28/06
 
Kinetics Advisers’ Hedge Funds
 
$
2,656,523
 
$
959,311
 
Kinetics Paradigm Mutual Fund
   
1,984,247
   
174,332
 
Sub - Advisory Fees
   
317,935
   
0
 
Other Fees
   
151,617
   
36,491
 
Total
 
$
5,110,322
 
$
1,170,134
 
               
10% payable to Fromex
 
$
511,032
 
$
117,013
 
 
FRMO’s cash receipts increased in the two prior fiscal years, which are set forth below to illustrate its growth in that period. See the total of $5,110,322 above for the last fiscal year, but past performance is no guaranty of future results:
 
FRMO’s Cash Receipts From:    
3/1/05 - 2/28/06
   
3/1/04 - 2/28/05
 
Kinetics Advisers’ Hedge Funds 
 
$
1,978,026
 
$
274,728
 
Kinetics Paradigm Mutual Fund 
   
410,020
   
118,394
 
Sub-Advisory Fees  
   
74,770
   
(9,335
)
Other Fees  
   
142,925
   
134,308
 
               
Total
 
$
2,605,741
 
$
518,095
 
 
Since the Consulting Agreement commenced December 1, 2005, only $489,711 was received by Fromex.
 
The business of FRMO, and its third party customers focuses on intellectual capital, research and analysis of public companies within a framework of identifying investment strategies and techniques that reduce risk. This includes the identification of assets, particularly in the early stages of the expression of their ultimate value, and the participation with them in ways that are calculated to increase the value of the interest of FRMO’s shareholders. Such assets include, but are not limited to, those whose value and earnings are based on intellectual capital.

3


FRMO’s cash receipts derive from its rights to share in fees generated by the third parties customers in the programs described below, namely (i) from an 8.4% equity interest in Kinetics Advisers LLC which earns management and performance fees as investment advisor to hedge funds, (ii) from 100% of the research fees to which Horizon Research Group a division of Horizon Asset Management, Inc. (“Horizon Management”) is entitled to receive from Kinetics Paradigm Fund, a publicly traded mutual fund and (iii) from a one-third interest in the Sub-Advisory Fee Revenue that Horizon Management receives from a large investment firm. See Item 7 below as to the relationship with Horizon Management, which provides the strategic research and business development with a view to produce better than average investment returns and growth in assets under management. This, in turn, increases the fees which are received and FRMO’s share thereof. The three significant programs are:
 
(i) Kinetics Advisers’ Hedge Funds. FRMO has an 8.4% equity interest, which it acquired for common stock, in Kinetics Advisers’ LLC, which provides investment advice to hedge funds that were small when FRMO acquired its interest but which have been expanding dramatically. Kinetics Advisers LLC manages the portfolios of both (i) Kinetics Partners, LP, a Delaware limited partnership (the “domestic portion of the hedge fund”) and (ii) Kinetics Fund, Inc., an exempted company registered under the Caymen Islands Mutual Funds Law (the “offshore portion of the hedge fund”) with the same strategies. On a cumulative basis over its 5 year - 4 month period from inception through December 31, 2005, the domestic portion of the hedge fund returned 150% and over the 4 year - 11 month period from inception through December 31, 2005 the offshore portion of the hedge fund returned 108% whereas the S&P 500 Index lost 10% and gained 1%, respectively. In the period from January 1, 2006 to December 31, 2006 both the domestic and offshore portions of the hedge fund returned 33.2% compared to 15.8% for the S&P 500 Index.
 
Kinetics Advisers, LLC earns a monthly management fee based on a percentage of the net assets of each Fund on the last day of each month. The percentage is 1% per annum for the domestic fund and 1 ¼% per annum for the offshore fund. In addition a quarterly performance fee for both funds is earned equal to 20% of net profits. In the case of the offshore fund Kinetics Advisers LLC elects to defer a portion of its management and performance fees earned for a particular fiscal year because such deferred compensation from the offshore fund is not taxable for United States income tax purposes until the year in which it is received by Kinetics Advisers, LLC. Kinetics Advisers LLC distributes, generally on a quarterly basis, substantially all of the management and performance fees it receives in cash, after paying its expenses, to its equity investors and FRMO receives 8.4% of such cash distributions. Kinetics Advisers, LLC reports to its equity investors and files its United States income tax returns on a cash basis without accruing the portion of the deferred management and performance fees until the deferred compensation is received.

4

 
(ii) Kinetics Paradigm Mutual Fund. FRMO acquired for its common stock 100% of the research fees to which Horizon Management is entitled from the open-end mutual fund Kinetics Paradigm Fund (trading symbol WWNPX). That fund was small when the acquisition was made but it has grown significantly based on its performance. That research fee is 0.12% per annum of the net assets of the fund which FRMO receives on a monthly basis from Kinetics Paradigm Fund. Kinetics Paradigm Fund was assigned a five-star rating by Morningstar, Inc. in May 2003, the first time it became eligible for rating, and has continued to receive that highest Morningstar rating. In the period from January 1, 2006 to December 31, 2006 the Kinetics Paradigm Fund returned 27.8% compared to 15.8% for the S&P 500 Index.
 
(iii) Sub-Advisory Fees. On June 1, 2004, FRMO acquired for common stock a one-third interest in the Sub-Advisory Fee Revenue that Horizon Asset Management, Inc. receives in its sub-advisory program for a large investment firm. Under this program, Horizon Management provides investment advisory services to certain clients of the investment firm, its fees being calculated on the basis of assets under management. While the assets under management in this program were quite modest at the time of acquisition, they have expanded significantly as shown below. Horizon Management receives 0.50% per annum of the net assets in the program on a quarterly basis and pays one-third of that amount, net of marketing expenses, to FRMO on a quarterly basis. In the period from January 1, 2006 to December 31, 2006 the Sub-Advisory Program returned 28.5% compared to 15.8% for the S&P 500 Index.
 
FRMO’s share of the fees which are received under these three programs, and therefore Fromex’s 10% share of the cash receipts therefrom, are based on the assets under management. The approximate net asset levels for these three programs at specific dates are presented below. All three have continued to produce portfolio-level investment returns in the double-digit range, which appears to be the critical requirement for continued asset accumulation. This past performance, however, is not a guaranty of future result.
 
     
Asset Levels in Millions (000,000 omitted)
 
     
December 31,
   
December 31,
   
December 31,
 
Program    
2004
   
2005
   
2006
 
Kinetics Advisers’ Hedge Funds
 
$
1,085
 
$
l,730
 
$
2,800
 
Kinetics Paradigm Fund
   
125
   
530
   
2,145
 
Sub-Advisory Program
   
115
   
615
   
1,630
 
Total
 
$
1,325
 
$
2,875
 
$
6,575
 
 
FRMO also receives other fees from two sources: from a consulting agreement with a hedge fund that pays FRMO about $35,000 per year for access to consultation with FRMO’s officers; and from a small interest in the subscription revenues of an investment research publication. These two sources of cash receipts have been small and are not expected to grow or be significant in FRMO’s future revenue stream.
 
Fromex’s Other Business Activities.

5


Horizon Global Advisers, LLC

Horizon Global Advisers, LLC is a registered United States Investment adviser organized in Delaware (“Horizon Advisers”). On April 24, 2007 FRMO transferred to Fromex its 60% equity interest in Horizon Advisers as a contribution to the capital of Fromex. The other 40% ownership interest is owned by an individual who is an officer and employee of Horizon Advisers but not an officer or director of Fromex. Fromex’s 60% ownership interest subsumes its prior 40% revenue interest in FRMO’s receipt of net fees. FRMO has no further interest in Horizon Advisers. Fromex and Horizon Advisers will be filing consolidated financial statements for the three months ending May 31, 2007.

Horizon Advisers has four employees, other than the executive officers of Fromex. They are responsible for the management of the two funds described below, for which Horizon Advisers is the investment manager. Their activities also include the development of new funds for which Horizon Advisers may be appointed as investment manager as well as other funds, like the Protostar Fund described below, in which Fromex purchased a revenue interest.
 
Since December 26, 2006 Fromex’s Board of Directors is composed of a majority of persons who are not directors of FRMO. They are responsible for the oversight of Fromex’s subsidiary, Horizon Advisers, and development of additional business opportunities, including the compensation of the experienced investment professionals who will deliver idea generation and execution across Fromex’s business model. Revenues in Fromex’s fiscal year, March 1, 2007 to February 28, 2008 will include revenue to be derived from Fromex’s equity interest in the net fees received from the two funds described below:
 
(i) Horizon Global Advisers Fund, plc (the “Horizon Fund”) is an open-ended variable capital investment company incorporated with limited liability in Ireland. Horizon Advisers is the investment manager for the Horizon Fund. The Horizon Fund is constituted as an umbrella fund insofar as its share capital will be divided into different series of shares with each series of shares representing a separate portfolio of assets, and comprising a separate sub-fund (a “Fund”) of the Horizon Fund. The first of said sub-funds, Horizon Opportunistic Value Fund, has been listed for trading on the Irish Stock Exchange. As of March 31, 2007 Horizon Advisers managed $72 million of assets in the Horizon Fund and $111 million in domestic advisory accounts. Horizon Advisers receives management fees based on assets under management. See Item 7 below.
 
(ii)  Horizon Multi-Strategy Fund (the “Multi-Strategy Fund”) is a hedge fund with a domestic portion (a Delaware limited partnership) and an offshore portion (an exempted company incorporated pursuant to the Companies Law of the Caymen Islands). Horizon Advisers, is the investment manager, which uses the same long and short strategies for both the domestic and offshore portions, the objective of which is to achieve long-term capital appreciation. Horizon Advisers has entered into a placement agreement with Credit Suisse Securities (USA) LLC to provide marketing services, investor relations and support services for the Multi-Strategy Fund. As of March 31, 2007 the Multi-Strategy Fund had $206 million dollars of assets under management. Horizon Advisers receives management and performance fees. See Item 7 below.

6


Protostar Fund (the “Protostar Fund”) is a hedge fund with a domestic portion (a Delaware limited partnership) and an offshore portion (an exempted company incorporated pursuant to the Companies Law of the Caymen Islands). Horizon Asset Management, Inc. (“Horizon Management”) has a 45% general partner interest in Protostar Fund and is its investment manager, using the same strategies for both the domestic and offshore portions. The Fund’s principal investment objective is to achieve long-term superior risk-adjusted capital growth by investing primarily in equity-securities and equity-related instruments. The Fund’s portfolio includes both long and short positions in securities of companies. As of April 30, 2007 when the Protostar Fund had $16 million dollars of assets under management, Fromex acquired for $72,000 a one-third share of the net amounts to be received in cash by Horizon Management by reason of its interests as a general partner and investment manager of Protostar Fund. See Item 7 below.

See Item 13 below for the relationships among Fromex, Horizon Advisers, Horizon Management and the Stahl-Bregman Group.
 
Marketing

Currently, the marketing of the Company’s services and the development of new programs are by the employees of Fromex and its subsidiary, Horizon Advisers.
 
Competition

The business activities of Fromex and Horizon Advisers are founded on the independent research experience of its personnel who provide in-depth analysis of information-poor, under-researched or complex companies and securities, and develop related strategies that can offer an advantage to the investor. This research is distinct from, but competes with, the traditional “sell side” research supported by the trading commissions and corporate finance fees of brokerage firms that produce the great majority of “Wall Street” research. Fromex will be competing with these firms as well as other investment management firms. Fromex is small in relation to such competitors but their services and programs are designed to reach a niche market of sophisticated analysts and accredited investors.

Trademarks

None.

Employees

As of April 30, 2007 Fromex had four employees excluding its three executive officers.

7


Regulatory Laws.
 
The Company is in compliance with the labor, health, occupancy and environmental regulatory laws that relate to businesses generally. The cost of such compliance does not have a material effect on its business. Its operations do not fall within the definition of an investment company so as to require it to register under the Investment Company Act of 1940. On December 13, 2006, the Securities and Exchange Commission issued proposed regulations that (i) would increase the financial qualifications for investors in hedge funds to a net worth of $2.5 million from the current standard of $1 million and (ii) would enact a new provision on fraud to protect hedge fund investors. The proposed new rules will not have a material adverse affect on the revenue of Fromex or FRMO. If further laws and regulations were to be adopted which impose tougher requirements on hedge funds or additional financial burdens on managers of hedge funds, this could decrease the Company’s revenues and impede its growth.
 
Item 1A. Risk Factors
 
Some of the information in this Form 10, including the risk factors listed below, contain “forward looking statements” that involve risk and uncertainties. “Forward-looking statements” are those that relate to continuing business and the Company’s future financial performance. In
many cases, forward-looking statements can be identified by words such as “anticipate”, “believe”. “continue”, “estimate”, “expect”, “may”, “plan”, “potential”, “predict”, “should”, “will”, or the negative of such words and other comparable terminology that bespeak of the future rather than historical fact.

Undue reliance should not be placed on these statements, which speak only as of the date that they were made. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Form 10-K. The Company does not undertake any obligation to publicly update any revisions to forward-looking statements to reflect later circumstances or to reflect the occurrence of unanticipated events.

The Company believes it is important to communicate its expectations to shareholders. However, there may be events in the future that management is not able to predict accurately or over which it has no control. The risk factors listed below include a discussion of all known material risks to investors that may cause actual results to differ materially from the expectations described in the forward-looking statements.

The Company’s common stock has never been publicly traded, the price may fluctuate significantly and a market may not develop for its shares.

There has never been a market for the common stock of Fromex and quotation on the Over-the-Counter Bulletin Board, which the Company intends to seek, may not happen promptly or at all. A market maker will need to apply to have the Company’s shares traded on the Bulletin Board. An active trading market may not develop even if quotes on Fromex’s stock do appear on the Over-the-Counter Bulletin Board.

8


Because FRMO will continue to own more than 50% of the Company’s common stock, other shareholders may have no effective voting power or control over the Company’s affairs or decisions.
 
After the distribution date of the spin-off, FRMO will continue to own 95% of the issued and outstanding shares of common stock of Fromex and the other shareholders will effectively have no control over the Company’s operations or future business decisions. FRMO’s management control over the Company’s affairs will include the power to (i) elect directors, (ii) appoint management and (iii) approve, without a shareholder’s meeting or vote, any action that usually requires shareholder authorization, including the adoption of amendments to the certificate of incorporation and approval of mergers or sales of substantially all of the Company’s assets. FRMO, in turn, is controlled by the Stahl-Bregman Group. See Item 13 below.
 
Because the Company may, at some time in the future, issue additional securities, shareholders are subject to dilution of their ownership.
 
Although the Company has no present intention to raise additional capital through the issuance of additional shares of common stock, it may at some time in the future do so. Any such issuance would likely dilute shareholders’ ownership interest in the Company and may have an adverse impact on the price of the Company’s common stock. The Company does not presently have a Stock Option Plan for key management personnel but may adopt one in the future and the exercise of options issued under the plan will also dilute the shareholders’ ownership interest.
 
Government regulations and legal uncertainties may place financial burdens on the Company’s business.
 
The Company ultimately derives its revenue from investment management fees, a business which is currently subject to federal and state laws and regulations affecting investment advisers and managers, which afford protection to investors in mutual and hedge funds. Moreover new laws and regulations may be adopted which will adversely affect the revenue of the Company as well as the Company’s ability to be profitable on its business development programs. These factors may place new or additional financial burdens on managers of hedge funds and thereby decrease the Company’s revenues and impede its growth.
 
The Company’s revenues are derived in part from agreements with companies controlled by members of the Stahl-Bregman Group, doing business as advisers in the capital markets.

9


The executive officers of the Company are the principal beneficial owners in the Stahl-Bregman Group, which controls Fromex, FRMO, and Horizon Asset Management, Inc. Fromex’s present agreements with those entities will provide a portion of the revenue of the Company. A decline in the capital markets may adversely affect the revenues from those agreements. Additional business development programs, which are not independent of those entities depend in large part on future decisions of the Stahl-Bregman Group, which cannot be assured. Horizon Advisers is controlled by Fromex and its revenues are not dependent on agreements with companies controlled by the Stahl-Bregman Group.
 
There are inherent conflicts of interest between FRMO and Fromex associated with the common management and Board of Directors.
 
After the spin-off, when Fromex will be a 95%, instead of 100%, subsidiary of FRMO, there may be transactions between the two corporations which present a conflict of interest. In such event it will be incumbent on the respective Boards of Directors to determine that the transaction would have been the same if there had not been such a conflict of interest. Fromex’s Code of Ethics provides that a conflict of interest exists when a person’s personal interests influence, or reasonably appear to influence, their judgment or ability to act in the best interests of the Company and its shareholders and it is the person’s duty to make a full disclosure of the situation to the Company and/or the Board of Directors. An example of a conflict of interest would be a transaction whereby FRMO sells to Fromex the rights to a portion of the revenues under an agreement with a third party if the negotiation between FRMO and Fromex would not be at arms length because the Boards of Directors were composed of a majority of the same persons. From December 26, 2006 to May 29, 2006 a majority of the Board of Directors of Fromex were composed of persons who are not officers or directors of FRMO.
 
Fromex is dependent on FRMO with respect to the Consulting Agreement that is terminable each year after February 28, 2010 by consent of both parties, which are controlled by the same individuals.
 
The Consulting Agreement between Fromex and FRMO provides that it continues until February 28, 2010 and thereafter from fiscal year to fiscal year unless terminated or amended by an instrument in writing signed by both parties on or before January 15 preceding the end of a respective term. The risk for Fromex is that the controlling share ownership of both corporations is with the Stahl-Bregman Group which may act adversely to the interests of Fromex. If the Consulting Agreement were not to be continued after February 28, 2010 Fromex would not generate any revenues from that source. It would be left with the revenue interests in the fees received by the investment managers of the Horizon Fund, the Multi-Strategy Fund, the Protostar Fund and any future activities it may develop.

10


ITEM 2. PROPERTIES

Fromex does not now own any property. The Company’s principal place of business is located at 320 Manville Road, Pleasantville, N. Y. 10570.
 
ITEM 3. LEGAL PROCEEDINGS

Fromex is not a party to any material litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS AND
 OTHER INFORMATION

None.

PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
 STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES


Registration and Market Prices of Common Stock

The authorized capital stock of the Company consists of 20,000,000 shares of common stock, $.01 par value, of which 14,400,000 shares are outstanding, all of which are owned by FRMO, the Company’s parent. Holders of common stock are entitled:

- to receive dividends as are declared by Fromex’s Board of Directors out of funds legally available; and
- to full voting rights, each share being entitled to one vote.

The Fromex Board of Directors may issue additional authorized shares of common stock without shareholder approval. Fromex shareholders do not have any cumulative rights or any preemptive rights to subscribe for additional securities that Fromex may issue without obtaining shareholder consent. In the event of liquidation, dissolution, or winding up of the company, common shareholders would be entitled to receive, on a pro rata basis, any assets distributable to shareholders in respect of shares owned by them.

Fromex has filed with the SEC a General Form Registration (Form 10), as amended May 11, 2007, to register its common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934. As of May 29, 2007, the SEC’s comments with respect to the May 11, 2007 amendment to Form 10 have not been received.

Market

The Company’s common stock has never been traded and a market may not develop for its shares. See the first risk factor under Item 1A above.
 
11

 
Dividends

No cash dividend has been paid by Fromex since its inception. The Company has no present intention of paying any cash dividends on its common stock.

Holders

As of May 29, 2007, FRMO owned all of the 14,400,000 outstanding shares of common stock. See “Spin-off of Fromex” in Item 1 above. There are no options or warrants to purchase common stock of the Company outstanding. The Company has not agreed to register any common stock for sale under the Securities Act by any shareholder or the Company, the offering of which could have a material effect on the market price of the Company’s common equity.

In addition to the 14,400,000 shares of the Fromex’s common stock, which are issued and outstanding, a total of 1,420 shares of Fromex common stock are reserved for issuance to provide for the equitable adjustment required by FRMO’s outstanding stock options and convertible preferred stock as follows:
 
(i)
1 share of Fromex common stock for each 50 shares of FRMO common stock issued upon conversion of Series R Preferred Stock of FRMO (a maximum of 1,000 shares of Fromex common stock on conversion of all outstanding preferred stock of FRMO).
   
(ii)
1 share of Fromex common stock for each 50 shares of FRMO common stock issued upon exercise of the following stock options (a maximum of 420 shares of Fromex common stock on exercise of all outstanding stock options) held by persons named in the table below:
      
Name    
No. of FRMO
Shares
   
Expiration
Date
   
Option price
Per Share
 
                     
Allan Kornfeld,
   
3,000
   
7/17/08
 
$
0.40
 
Director
   
3,000
   
7/15/11
   
1.00
 
     
6,000
   
6/19/13
   
4.00
 
                     
Jay Hirschson,
   
3,000
   
6/19/13
   
4.00
 
Director
                 
                     
David Michael,
   
3,000
   
7/18/07
   
.40
 
Former Director
   
3,000
   
7/17/08
   
.40
 
 
Issuer Purchases of Equity Securities

None
 
12


 
ITEM 6. SELECTED FINANCIAL DATA

The Company had no operations prior to August 31, 2005 and accordingly, there is no selected financial data to report before that date.
 
Fromex Equity Corp.
Selected Consolidated Financial Data
 
     
Year
Ended
February 28, 2007
   
Period
August 31, 2005
(Inception) to
February 28, 2006
 
           
(Restated) 
 
Income Statement Data:
             
Total Revenue
 
$
511,032
 
$
117,013
 
Costs and expenses
   
124,009
   
47,126
 
Income from operations
   
387,023
   
69,887
 
Interest Income
   
19,436
   
1,316
 
Income before provision
             
for income taxes
   
406,459
   
71,203
 
Provision for income taxes
   
(190,000
)
 
(23,000
)
Net Income
 
$
216,459
 
$
48,203
 
               
Earnings per common share:
             
Primary and fully diluted
 
$
0.02
 
$
0.00
 
Number of shares used in computation of
             
primary and diluted earnings per share
   
14,400,000
   
14,400,000
 
 
 
 
 As of
February 28, 2007
 
 As of
February 28, 2006
 
 
      
 (Restated)
 
             
Balance Sheet Data:
             
Working Capital
 
$
1,205,537
 
$
913.078
 
               
Total Assets
 
$
1,276,037
 
$
1,267,548
 
               
Long-Term Debt
 
$
-
 
$
-
 
               
Stockholder’s Equity
 
$
1,205,537
 
$
914,078
 
               
Book Value per Share
 
$
0.08
 
$
0.06
 
Common Shares Outstanding
   
14,400,000
   
14,400,000
 
 
13

 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS
 
All statements contained herein that are not historical facts, including but not limited to, statements regarding future operations, financial condition and liquidity, capital requirements and the Company’s future development plans are based on current expectations. These statements are forward looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among the factors that could cause actual results to differ materially are the following: changes in the financial markets, and other risk factors described herein and in the Company’s reports to be filed from time to time with the Commission. The discussion and analysis below is based on the Company’s Financial Statements and related Notes thereto included herein and incorporated herein by reference.
 
RESTATEMENT OF FINANCIAL STATEMENTS
 
The financial statements for the period August 31, 2005 (inception) to February 28, 2006 and for the nine months ended November 30, 2006 have been restated. FRMO, the Company’s parent held a 60% interest in Horizon Advisers, a fund management firm. On December 1, 2005, FRMO transferred and assigned to Fromex a 66 2/3% interest in its share of fees earned by Horizon Advisers, as and when received by FRMO. The fair value of this revenue stream, estimated at $250,000, was initially recognized as a capital contribution by FRMO to Fromex, generating an intangible asset of $250,000. This asset was being amortized over an estimated useful economic life of 10 years. Upon subsequent analysis, it was determined that, because no value had been assigned to the Horizon Advisers revenue stream as reported in the accounts of FRMO, the Company’s parent, no value should have been attributed to the 66 2/3% interest upon transfer to Fromex. Accordingly, financial statements have been restated to attribute no value to the assigned interest, and the reversal of amortization recorded on the initial valuation. See Note 2A of the Notes to Financial Statements.
 
OVERVIEW

Critical Accounting Policies
 
Revenue Recognition
 
Fromex has entered into a contract with FRMO to perform consulting and management services to FRMO for which FRMO has agreed to pay Fromex ten (10%) percent of the cash receipts which FRMO receives from its rights to share in fees generated by its third party customers during the term of the agreement (the “Consulting Agreement”). The term of the Consulting Agreement is from December 1, 2005 until February 28, 2010 (as amended on December 26, 2006) and for each twelve (12) month period thereafter unless terminated or amended by an instrument in writing signed by both parties on or before January 15 preceding the end of a respective term.

14


Fromex’s services include the administrative aspect of FRMO’s business activities such as operations, bookkeeping, personnel responsibilities and periodic consulting with the FRMO’s chief financial officer, but do not include the research, business development activities or the services rendered by FRMO or its third party customers, which produce FRMO’s cash receipts. FRMO shall pay to Fromex as its fees an amount equal to 10% of total cash receipts that FRMO receives from its customers during the term of the Consulting Agreement. Fees for Fromex’s services are based only on the fees collected by FRMO in each three (3) month period beginning December 1, 2005 and shall not include a percentage of any receivable or accrual until the amount is actually received by FRMO. The payment of such services shall be made on or before the close of the month following the end of said three month period.
 
Revenues From Consulting Agreement

In its fiscal year ended February 28, 2007, Fromex generated its revenues from the Consulting Agreement with FRMO whereby it agreed to provide management services to FRMO including the administrative aspect of FRMO’s business activities such as operations, bookkeeping and personnel responsibilities. As compensation for these services, Fromex is entitled to receive ten percent of the cash receipts which FRMO receives from its third party customers, namely, fees received from Kinetics Advisers Hedge Funds, Kinetics Paradigm Mutual Fund and Sub-Advisory fees from a large investment firm, as described in Item 1 above; and to a lesser extent, about $35,000 per year received from a consulting agreement with Santa Monica Partners and a 2% interest in the subscription revenues of an investment research publication (FRMO’s “Other Fees”). Revenues of Fromex from these may vary substantially from period to period depending on when FRMO actually receives the fees, which are subject to the 10% payment, as shown by the following table.

15


Program
 
Fees
 
When Paid
 
When received by FRMO
             
Kinetics Advisers
 
Management fee
 
Management fee
 
Kinetics Advisers, LLC
Domestic Hedge
 
of 1% per annum
 
paid monthly,
 
distributes to FRMO generally
Fund
 
of net assets and
 
and performance
 
on a quarterly basis, 8.4%
   
20% per annum of
 
fee paid quarterly,
 
of the fees it receives in cash
   
of net profits
 
to Kinetics Advisers,
 
after paying its expenses.
       
LLC
   
             
Kinetics Advisers
 
Management fee
 
Kinetics Advisers
 
When Kinetics Advisers does
Offshore Hedge
 
of 1 ¼% per annum
 
may elect to defer
 
receive management and
Fund
 
of net assets and
 
a portion of its fees
 
performance fees in cash it
   
20% per annum of
     
distributes to FRMO, generally
   
net profits
     
on a quarterly basis, 8.4% of
           
those fees after paying its
           
expenses.
             
Kinetics Paradigm
 
Research fee of
 
Monthly by
 
Monthly
Fund
 
0.12% per annum
 
Kinetics Paradigm
   
   
of the net assets
 
Fund to FRMO
   
   
of the Fund
       
             
Sub-Advisory
 
Fee of 0.50%
 
Horizon Asset
 
Horizon Asset Management, Inc.
Program
 
per annum of
 
Management, Inc.
 
pays to FRMO one-third of the
   
net assets.
 
receives the fee
 
fees it has received, net of marketing
       
from the investment
 
expenses, on a quarterly basis
       
firm on a quarterly
   
       
basis.
   
             
Consulting Agreement
 
Approximately
 
Paid to FRMO in
 
Received by FRMO by advance
with Santa Monica
 
$35,000 per.
 
advance
 
payments determined by Santa
   
annum
     
Monica Partners.
             
Interest in
 
2% per annum of
 
Paid to FRMO for
 
Received by FRMO in advance
Subscription
 
of subscription
 
periods determined
 
as determined by the publication.
Revenues of
 
receipts.
 
by publication.
   
Publication
           
 
Revenues Not Derived From Consulting Agreement.

In its fiscal year ending February 28, 2008, Fromex will receive the revenues from its 60% equity interest in Horizon Advisers and its revenue interest in the amounts received by Horizon Management from the Protostar Fund, as follows:

16

 
Fund
 
Fees paid to
Investment Manager
 
Fromex’s Interest
Horizon Fund managed
 
Management fees of 0.55% of
 
60% equity interest in
by Horizon Advisers
 
net assets in Class A shares
 
Horizon Advisers.
   
and 0.80% of net assets in
   
   
Class B shares and advisory
   
   
fees on individual accounts
   
   
managed domestically.
   
         
Multi-Strategy Fund
 
Management fee of 2% per
 
60% equity interest in
managed by Horizon
 
annum of net assets and
 
Horizon Advisers.
Advisers
 
a performance fee of 20%
   
   
of net profits.
   
         
Protostar Fund
 
Management fee of 1% per
 
33 1/3% of the net amounts
managed by
 
annum of net assets and
 
received in cash by Horizon
Horizon Management
 
a performance fee of
 
Management from the fund.
which is a 45% general
 
20% of net profits.
   
partner of the fund
       
 
The revenues of Fromex rely on the performance of hedge funds and mutual funds, for which past performance is no guarantee of future performance. The net assets of all hedge funds in the United States, and mutual funds as well, have grown exponentially in recent years as to call attention to the financial problems of a few of those funds which has led, in turn, to the prospect of changes in the securities laws and regulations which protect investors and provide more disclosure by investment managers. While such changes could have an adverse effect on Fromex, the Company does not anticipate that they will.

RESULTS OF OPERATIONS (Restated)
 
Fiscal Year Ended February 28, 2007 Compared to Prior Fiscal Period

The Company’s revenues from continuing operations in this period were $511,032, an increase of $394,019 from the prior fiscal period, all of which were generated from the Consulting Agreement as set forth in Item 1 above. Expenses were $31,000 for accounting, $14,309 for shareholder reporting, $75,000 for the non-cash compensation of its executive officers and $3,700 for miscellaneous expenses, for a total of $124,009 of expenses, leaving $387,023 as income from operations before interest income and provision for income taxes. Interest income was $19,436, and, after a $190,000 provision for income taxes, Fromex earned net income of $216,459 or $0.02 per share, an increase of $168,256 from the prior fiscal period. The increases in revenues and net income result from increased fees received by FRMO subject to the Consulting Agreement and the shorter initial fiscal period.

17

 
First Fiscal Year Ended February 28, 2006 (August 31, 2005 (Inception) to February 28, 2006).
 
This is the Company’s first accounting period in which it received revenue since its incorporation. Fromex’s revenues from continuing operations were $117,013, all of which were generated from the Consulting Agreement as set forth in Item 1 above. Its expenses were $20,000 for accounting, $2,000 for shareholder reporting, $21,875 for the non-cash compensation of its executive officers and $3,251 for miscellaneous expenses, for a total of $47,126 of expenses, leaving $69,887 as income from operations before interest income and provision for income taxes. Interest income was $1,316 and, after a $23,000 provision for income taxes, Fromex earned net income of $48,203 or $0.00 per share on the 14,400,000 shares of common stock issued and outstanding.
 
LIQUIDITY AND CAPITAL RESOURCES (Restated)

In the period August 31, 2005 (inception) through February 28, 2006 the Company reported net cash provided by operating activities of $1,316 and $306,219 from financing activities (which was an advance from FRMO), resulting in cash at the end of its first accounting period of $307,535. At the close of the fiscal year ended February 28, 2007, the cash on hand has increased by $830,168 to $1,137,703. This increase came from net cash of $292,387 provided from operating activities and $537,781 from financing activities (which consisted of $844,000 from the issuance of Fromex’s capital stock to FRMO, less the $306,219 which had been advanced in the prior accounting period). The Company expects to have continuing net cash provided from its operating activities as the management and advisory fees, which generate Fromex’s revenues and are derived from assets under management, increase in existing funds and new funds in which Fromex has the equity and revenue interests described in Item 1 above, including the 60% equity interest in Horizon Global Advisers, LLC, which FRMO transferred to Fromex on April 24, 2007 as a contribution to the capital of Fromex. FRMO does not have any commitment or obligation to further fund the Company’s operations by way of additional financing activities.
 
The Company believes that its present cash resources and cash available from operations over the next 12 months will be sufficient to cover its operating expenses and provide for the continued expansion of its business.
 
ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK.
 
Financial instruments that potentially subject the Company to risk consist principally of cash, money market funds and receivables. The Company maintains cash and cash equivalents with major financial institutions, and at times such amounts may exceed the FDIC limits.

18


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
Financial Statements and supplementary data required by this Item 8 are set forth at the pages indicated at page F-1 below.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.
 
ITEM 9A. CONTROLS AND PROCEDURES
 
Fromex maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

During the 90-day period prior to the date of this report, an evaluation was performed under the supervision and with the participation of our Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective. Subsequent to the date of this evaluation, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls, and no corrective actions taken with regards to significant deficiencies or material weaknesses in such controls.

19

 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is set forth in the Company’s definitive information statement, which will be filed with the Securities and Exchange Commission within 120 days of February 28, 2007. Such information is incorporated herein by reference and made apart thereof.
 
ITEM 11. EXECUTIVE COMPENSATION.

The information required by this Item is set forth in the Company ‘s definitive information statement, which will be filed with the Securities and Exchange Commission within 120 days of February 28, 2007. Such information is incorporated herein by reference and made a part hereof.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this Item is set forth in the Company’s definitive information statement, which will be filed with the Securities and Exchange Commission within 120 days of February 28, 2007. Such information is incorporated herein by reference and made a part hereof.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE.

The information required by this Item is set forth in the Company’s definitive information statement, which will be filed with the Securities and Exchange Commission within 120 days of February 28, 2007. Such information is incorporated herein by reference and made a part hereof.
 
ITEM 14. PRINCIPAL ACOUNTANTS FEES AND SERVICES.

The information required by this Item is set forth in the Company’s definitive information statement, which will be filed with the Securities and Exchange Commission within 120 days of February 28, 2007. Such information is incorporated herein by reference and made a part hereof.

20


PART IV
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES.
 
(a)
Financial Statement, Schedules And Exhibits
 
(1)
Financial Statements: See the Index to Financial Statements at page F-1 herein.
 
(2)
Financial Statement Schedules;
 
All schedules are omitted because they are not applicable, not required, or because the required information is included in the financial statements or notes herein.
 
(3) Exhibits:
 
Exhibit 
Number
Description
3.01
Amended Certificate of Incorporation of the Company.*
3.02
By-laws of the Company.*
5.01
Opinion of Tanner McColgan, LLP.*
10.01
Consulting Agreement.*
10.02
Assignment of Revenue Interest.*
10.03
Amendment to Consulting Agreement.**
10.04
Transfer and Assignment of Equity Interest.***
10.05
Assignment and Bill of Sale
14.01
Code of Ethics of the Company.*
31.1
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
__________
* Previously filed with Form 10 on September 28, 2006
** Previously filed with Form 10 on January 18, 2007
*** Previously filed with Form 10 on May 11, 2007

21


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d)2 of the Securities Exchange Act of 1934 as amended, the Registrant has duly cause this Report to be signed on its behalf by the undersigned, thereunto duly authorized on July 23, 2007
     
  FROMEX EQUITY CORP.
 
 
 
 
 
 
  By:   /s/ STEVEN BREGMAN
 
Steven Bregman
 
President and Chief Financial Officer
(Principal Financial and Accounting Officer)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on July 23, 2007.

Signature
 
Title
     
     
/s/ MURRAY STAHL
 
Chairman of the Board

Murray Stahl
 
(Principal Executive Officer)
     
     
/s/ STEVEN BREGMAN
 
President, Director

Steven Bregman
   
     
     
/s/ JAY HIRSCHSON
 
Director

Jay Hirschson
   
     
     
/s/ ALLAN KORNFELD
 
Director

Allan Kornfeld
   
     
     
/s/ LESTER TANNER
 
Director

Lester Tanner
   
 
22

  
Fromex Equity Corp.

Index to Financial Statements
 
This Index
F-1
 
 
Report of Independent Registered Public Accounting Firm
F-2
 
 
Balance Sheets- as of February 28, 2006 (restated) and
 
February 28, 2007
F-3
 
 
Statements of Income - Period August 31, 2005 (Inception)
 
through February 28, 2006 (restated) and Twelve months ended
 
February 28, 2007
F-4
 
 
Statements of Cash Flows - Period August 31, 2005 (Inception)
 
through February 28, 2006 (restated) and Twelve months ended
 
February 28,2007
F-5
 
 
Statements of Stockholders’ Equity - Period August 31, 2005 (Inception)
 
through February 28, 2006 (restated) and Twelve months ended
 
February 28, 2007
F-6
 
 
Notes to Financial Statements
F-7
 
The data required by financial statement schedules is either included in the financial statements or is not required.
 
F-1

 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Shareholder
Fromex Equity Corp.
 
We have audited the accompanying balance sheets of Fromex Equity Corp. as of February 28, 2007 and February 28, 2006 (restated) and the related statements of income, stockholder’s equity and cash flows for the year ended February 28, 2007 and for the period August 31, 2005 (inception) through February 28, 2006 (as restated). 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 audits.

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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the financial position of Fromex Equity Corp. at February 28, 2007 and February 28, 2006 (restated) and the results of its operations and cash flows for the year ended February 28, 2007 and for the period August 31, 2005 (inception) through February 28, 2006 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2A to the Financial Statements, the 2006 financial statements have been restated to correct an error in the accounting for an assignment of a revenue stream from the Company’s parent.
 
       
/s/ HOLTZ RUBENSTEIN REMINICK LLP       

New York, New York
   
May 23, 2007      
 
F-2

 
Fromex Equity Corp.
 
Balance Sheets
 
           
   
February 28,
 
February 28,
 
   
2007
 
2006
 
       
(Restated)
 
Assets
             
Current assets:
             
Cash and cash equivalents
 
$
1,137,703
 
$
307,535
 
Subscription receivable from parent
   
-
   
844,000
 
Accounts receivable from parent
   
138,334
   
117,013
 
Total current assets
   
1,276,037
   
1,268,548
 
               
               
               
Total Assets
 
$
1,276,037
 
$
1,268,548
 
               
               
Liabilites and Stockholder's Equity
             
Current liabilites:
             
Accounts payable and accrued expenses
 
$
35,000
 
$
25,251
 
Income taxes payable
   
35,500
   
23,000
 
Due to parent
   
-
   
306,219
 
Total current liabilities
   
70,500
   
354,470
 
               
Total Liabiliites
   
70,500
   
354,470
 
               
               
Stockholder's Equity:
             
Common Stock - $.01 par value:
             
Authorized - 20,000,000 shares
             
Issued and outstanding - 14,400,000 shares
   
144,000
   
144,000
 
Capital in excess of par value
   
796,875
   
721,875
 
Retained earnings
   
264,662
   
48,203
 
Total stockholder's equity
   
1,205,537
   
914,078
 
Total liabilities and stockholder's equity
 
$
1,276,037
 
$
1,268,548
 

See accompanying notes to financial statements
 
F-3

 
Fromex Equity Corp.
 
Statements of Income
 
 
       
Period
 
   
Year
 
August 31, 2005
 
   
Ended
 
(Inception) to
 
   
February 28,
 
February 28,
 
   
2007
 
2006
 
       
(Restated)
 
Revenues
             
Consulting Fees
 
$
511,032
 
$
117,013
 
Total revenue
   
511,032
   
117,013
 
               
Costs and Expenses
             
Accounting
   
31,000
   
20,000
 
Shareholder reporting
   
14,309
   
2,000
 
Compensation (all non-cash)
   
75,000
   
21,875
 
Other expenses
   
3,700
   
3,251
 
     
124,009
   
47,126
 
Income from operations
   
387,023
   
69,887
 
Interest Income
   
19,436
   
1,316
 
Income before provision for
             
income taxes
   
406,459
   
71,203
 
               
Provision for income taxes
   
(190,000
)
 
(23,000
)
Net Income
 
$
216,459
 
$
48,203
 
               
Earnings per share-primary and fully diluted:
             
Shares of common stock outstanding
   
14,400,000
   
14,400,000
 
Net income per share
 
$
0.02
 
$
0.00
 
 
See accompanying notes to financial statements
 
F-4

 
Fromex Equity Corp.
 
Statements of Cash Flows
 
 
       
Period
 
   
Year
 
August 31, 2005
 
   
Ended
 
(Inception) to
 
   
February 28,
 
February 28,
 
   
2007
 
2006
 
       
(Restated)
 
Cash flows from operating activities
             
Net Income
 
$
216,459
 
$
48,203
 
Adjustments to reconcile net income
             
to net cash provided by operating
             
activities:
             
Non-cash compensation
   
75,000
   
21,875
 
Changes in operating assets and liabilities
             
Accounts receivable
   
(21,321
)
 
(117,013
)
Accounts payable and accrued expenses
   
9,749
   
25,251
 
Income taxes payable
   
12,500
   
23,000
 
Net cash provided by operating activities
   
292,387
   
1,316
 
               
               
Cash flows from financing activities
             
Issuance of common stock
   
844,000
   
-
 
Advances from parent
   
-
   
306,219
 
Repayments to parent
   
(306,219
)
 
-
 
               
Net cash provided by financing activities
   
537,781
   
306,219
 
               
Net increase in cash
   
830,168
   
307,535
 
Cash and cash equivalents at beginning of period
   
307,535
   
-
 
               
Cash and cash equivalents at end of period
 
$
1,137,703
 
$
307,535
 
               
Additonal cash flow information
             
Income taxes paid
 
$
177,500
   
-
 
 
During the twelve months ended February 28, 2007, the Company received cash proceeds
of $844,000 from the Fiscal 2006 issuance of its common stock.
   
 
See accompanying notes to financial statements
 
F-5

 
Fromex Equity Corp.
 
Statements of Stockholder's Equity
 
 
                   
Total
 
           
Additional
     
Share-
 
   
Common Stock
 
Paid-In
 
Retained
 
Holder's
 
   
Shares
 
Amount
 
Capital
 
Earnings
 
Equity
 
                       
Balance August 31, 2005
(inception)
   
-
 
$
-
 
$
-
 
$
-
 
$
-
 
Issuance of Stock
   
14,400,000
   
144,000
   
700,000
   
-
   
844,000
 
Non-cash compensation
   
-
   
-
   
21,875
   
-
   
21,875
 
Net Income (restated)
   
-
   
-
   
-
   
48,203
   
48,203
 
Balance February 28, 2006
(restated)
   
14,400,000
   
144,000
   
721,875
   
48,203
   
914,078
 
Non-cash compensation
   
-
   
-
   
75,000
   
-
   
75,000
 
Net income
   
-
   
-
   
-
   
216,459
   
216,459
 
Balance February 28, 2007
   
14,400,000
 
$
144,000
 
$
796,875
 
$
264,662
 
$
1,205,537
 
 
See accompanying notes to financial statements
 
F-6


Fromex Equity Corp.
Notes To Financial Statements
 
1. Organization of the Company

Fromex Equity Corp. (the “Company” or “Fromex”) was incorporated in the State of Delaware on August 31, 2005 as a wholly owned subsidiary of FRMO Corp. (“FRMO”). Fromex has a fiscal year ending on the last day of February, as does its parent company FRMO. As of February 28, 2007 and February 28, 2006 Fromex had 14,400,000 shares of common stock, par value $.01 per share, issued and outstanding, all of which are owned by FRMO for which it paid $844,000.

Spin-off of Fromex


On August 31, 2005, FRMO filed a Form 8-K with the Securities and Exchange Commission disclosing the formation of Fromex and the intended distribution to FRMO shareholders of 5% of the Fromex shares. In subsequent Form 8-K information filings it was announced that the timing and precise form of the spin-off would be postponed until a better procedure was identified for resolving the problem created by the new accounting rule (EITF 03-16). That rule, which was effective from and after September 1, 2004, mandated a change in the accounting policy for reporting revenue from FRMO’s 8.4% interest in Kinetics Advisers, LLC (“Kinetics”) from the cost (cash) method to the equity (accrual) method, as reported in FRMO’s Form 8-K dated June 16, 2005. For a variety of reasons, including the Kinetics practice, as a private company, of using the cash-basis method of accounting and the difficulty of securing audited and accrual-basis financial statements suitable for a public reporting company, FRMO could not itself report accrual-basis financial statements.
 
On December 9, 2005 the Board of Directors of FRMO authorized the preparation of the Form 10 Registration Statement for the shares of common stock of Fromex pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). FRMO plans to distribute, five weeks after all SEC comments with respect to the Form 10 have been cleared, to its shareholders as of the close of business on a date, which is 21 days prior to the distribution date (the “record date”), one share of Fromex common stock for each 50 shares of FRMO common stock then outstanding. FRMO has 36,137,774 shares of common stock presently outstanding which means that approximately 720,000 shares of Fromex common stock (taking into consideration the payment of cash for fractional shares) will be distributed, representing 5% of the 14,400,000 shares of Fromex issued and outstanding.

F-7

 
Fromex Equity Corp.
Notes To Financial Statements
 
2. Basis of Presentation

Consulting Agreement

Effective December 1, 2005, Fromex entered into a contract with FRMO to perform consulting and management services to FRMO for which FRMO has agreed to pay Fromex ten (10%) percent of the cash receipts which FRMO receives from its customers during the term of the agreement (The “Consulting Agreement”). The term of the Consulting Agreement is from December 1, 2005 until February 28, 2010 and for each twelve (12) month period thereafter unless terminated or amended by an instrument in writing signed by both parties on or before January 15 preceding the end of a respective term.


Fromex’s services include the administrative aspect of FRMO’s business activities such as operations, bookkeeping, personnel responsibilities and periodic consulting with the FRMO’s chief financial officer, but do not include the research, business development activities or the services rendered by FRMO itself to its customers, which produce FRMO’s cash receipts. FRMO shall pay to Fromex as its compensation an amount equal to 10% of total cash receipts that FRMO receives from its customers during the term of the Consulting Agreement. Said compensation is based only on the money received by FRMO in each three (3) month period beginning December 1, 2005 and shall not include a percentage of any receivable or accrual until the amount is actually received by FRMO. The payment of such compensation shall be made on or before the close of the month following the end of said three month period.
 
The first accounting period is the three months which commenced December 1, 2005 and ended February 28, 2006, for which Fromex received $117,013 on March 24, 2006 based on the following cash receipts of FRMO in that quarterly period. In addition the FRMO cash receipts in the fiscal year, from March 1, 2006 to February 28, 2007 were as set forth below.
 
FRMO’s Cash Receipts From:  
12/1/05 - 2/28/06
 
3/1/06 - 2/28/07
 
Kinetics Advisers’ Hedge Funds 
 
$
959,311
 
$
2,656,523
 
Kinetics Paradigm Mutual Fund 
   
174,332
   
1,984,247
 
Sub - Advisory Fees  
   
0
   
317,935
 
Other Fees    
   
36,491
   
151,617
 
Total  
 
$
1,170,134
 
$
5,110,322
 
               
10% payable to Fromex   
 
$
117,013
 
$
511,032
 
 
F-8

 
Fromex Equity Corp.
Notes To Financial Statements
 
FRMO’s cash receipts have been increasing in its last three fiscal years, which are set forth below to illustrate its growth, but past performance is no guaranty of future results:
 
FRMO’s Cash Receipts From: 
 
 3/1/04 - 2/28/05 
 
 3/1/05 - 2/28/06 
 
  3/1/06 - 2/28/07
 
Kinetics Advisers’ Hedge Funds 
 
$
274,728
 
$
1,978,026
 
$
2,656,523
 
Kinetics Paradigm Mutual Fund 
   
118,394
   
410,020
   
1,984,247
 
Sub-Advisory Fees 
   
(9,335
)
 
74,770
   
317,935
 
Other Fees  
   
134,308
   
142,925
   
151,617
 
                     
Total  
 
$
518,095
 
$
2,605,741
 
$
5,110,322
 
 
Since the Consulting Agreement commenced December 1, 2005 Fromex received $117,013 in the period from December 1, 2005 to February 28, 2006 and $511,032 in the year ended February 28, 2007.
 
The business of FRMO, on which Fromex receives its 10% of cash receipts, is as an intellectual capital firm. FRMO’s research and business development activities focus on the analysis of public companies within a framework of identifying investment strategies and techniques that reduce risk. Its business includes the identification of assets, particularly in the early stages of the expression of their ultimate value, and the participation with them in ways that are calculated to increase the value of the interest of FRMO’s shareholders. Such assets include, but are not limited to, those whose value and earnings are based on intellectual capital.
 
FRMO’s fees derive from assets managed by other parties based on the research of the Horizon Research Group, composed of the same principals who are the officers of FRMO. The three programs significant to FRMO’s fees are:
 
(i) Kinetics Advisers’ Hedge Funds. FRMO has an 8.4% equity interest, which it acquired for common stock, in Kinetics Advisers’ LLC, which controls and provides investment advice to hedge funds which were small when FRMO acquired its interest but which have been expanding dramatically.
 
(ii) Kinetics Paradigm Mutual Fund. FRMO acquired for its common stock 100% of the research fees to which Horizon Research Group is entitled from the open-end mutual fund Kinetics Paradigm Fund (trading symbol WWNPX). That fund was small when the acquisition was made but it has grown significantly based on its performance. Kinetics Paradigm Fund was assigned a five-star rating by Morningstar, Inc. in May 2003, the first time it became eligible for rating, and has continued to receive that highest Morningstar rating since May 2003 to date.
 
F-9

 
Fromex Equity Corp.
Notes To Financial Statements
 
(iii) Sub-Advisory Fees. On June 1, 2004, FRMO acquired for common stock a one-third interest in the Sub-Advisory Fee Revenue that Horizon Asset Management, Inc. receives in its sub-advisory program for a large investment firm. Under this program, Horizon Asset Management, Inc. provides investment advisory services to certain clients of the investment firm, its fees being calculated on the basis of assets under management.
 
FRMO’s fees which are received under these three programs, and therefore Fromex’s 10% share of the cash receipts therefrom, are based on the assets under management. The approximate net asset levels for these three programs at specific dates are presented below.
 
     
Asset Levels in Millions (000,000 omitted) 
 
Program    
December 31,
2004
   
December 31, 
2005
   
December 31, 
2006
 
Kinetics Advisers’ Hedge Funds
 
$
1,085
 
$
l,730
 
$
2,800
 
Kinetics Paradigm Fund 
   
125
   
530
   
2,145
 
Sub-Advisory Program 
   
115
   
615
   
1,630
 
Total
 
$
1,325
 
$
2,875
 
$
6,575
 
 
FRMO also receives other fees from two sources; from a consulting agreement with a hedge fund that pays FRMO about $35,000 per year for access to consultation with FRMO’s officers and from a small interest in the subscription revenues of an investment research publication. These two sources of cash receipts have been small and are not expected to grow or be significant in FRMO’s future revenue stream.
 
Fromex’s Investment Management Business.
 
While the foregoing 10% interest of Fromex in FRMO’s cash receipts constituted all of Fromex’s revenue from inception on August 31, 2005 to February 28, 2007, future revenues may be derived from Fromex’s investment management business in Fiscal February 29, 2008.
 
Horizon Global Advisers, LLC

Horizon Global Advisers, LLC is a registered United States Investment adviser organized in Delaware (“Horizon Advisers”). On April 24, 2007 FRMO transferred to Fromex its 60% equity interest in Horizon Advisers as a contribution to the capital of Fromex. The other 40% ownership interest is owned by an individual who is an officer and employee of Horizon Advisers but not an officer or director of Fromex. FRMO has no further interest in Horizon Advisers. Fromex and Horizon Advisers will be filing consolidated financial statements for the three months ending May 31, 2007.
 
F-10

 
Fromex Equity Corp.
Notes To Financial Statements
 
Horizon Advisers has four employees, other than the executive officers of Fromex. They are responsible for the management of the two funds described below, for which Horizon Advisers is the investment manager. Their activities also include the development of new funds for which Horizon Advisers may be appointed as investment manager as well as other funds, like the Protostar Fund described below, in which Fromex purchased a revenue interest.
 
Since December 26, 2006 Fromex’s Board of Directors is composed of a majority of persons who are not directors of FRMO. They are responsible for the oversight of Fromex’s subsidiary, Horizon Advisers, and development of additional business opportunities, including the compensation of the experienced investment professionals who will deliver idea generation and execution across Fromex’s business model. Revenues in Fromex’s fiscal year, March 1, 2007 to February 28, 2008 will include revenue to be derived from Fromex’s equity interest in the two funds described below:
 
(i) Horizon Global Advisers Fund, plc (the “Horizon Fund”) is an open-ended variable capital investment company incorporated with limited liability in Ireland. Horizon Advisers is the investment manager for the Horizon Fund. The Horizon Fund is constituted as an umbrella fund insofar as its share capital will be divided into different series of shares with each series of shares representing a separate portfolio of assets, and comprising a separate sub-fund (a “Fund”) of the Horizon Fund. The first of said sub-funds, Horizon Opportunistic Value Fund, has been listed for trading on the Irish Stock Exchange. As of March 31, 2007 Horizon Advisers managed $72 million of assets in the Horizon Fund and $111 million in domestic advisory accounts. Horizon Advisers receives management fees based on assets under management.
 
(ii)  Horizon Multi-Strategy Fund (the “Multi-Strategy Fund”) is a hedge fund with a domestic portion (a Delaware limited partnership) and an offshore portion (an exempted company incorporated pursuant to the Companies Law of the Caymen Islands). Fromex participated in the development of this fund. Horizon Advisers, is the investment manager, which uses the same long and short strategies for both the domestic and offshore portions, the objective of which is to achieve long-term capital appreciation. Horizon Advisers has entered into a placement agreement with Credit Suisse Securities (USA) LLC to provide marketing services, investor relations and support services for the Multi-Strategy Fund. As of March 31, 2007 the Multi-Strategy Fund had $206 million dollars of assets under management. Horizon Advisers receives management and performance fees.
 
F-11

 
Fromex Equity Corp.
Notes To Financial Statements
 
Protostar Fund (the “Protostar Fund”) is a hedge fund with a domestic portion (a Delaware limited partnership) and an offshore portion (an exempted company incorporated pursuant to the Companies Law of the Caymen Islands). Horizon Asset Management, Inc. (“Horizon Management”) has a 45% general partner interest in Protostar Fund and is its investment manager, using the same strategies for both the domestic and offshore portions. The Fund’s principal investment objective is to achieve long-term superior risk-adjusted capital growth by investing primarily in equity-securities and equity-related instruments. The Fund’s portfolio includes both long and short positions in securities of companies. As of April 30, 2007, when the Protostar Fund had $16 million dollars of assets under management, Fromex acquired for $72,000 a one-third share of the net amounts to be received in cash by Horizon Management by reason of its interests as a general partner and investment manager of the Protostar Fund.
 
2A. Restatement of Financial Statements

The financial statements for the period August 31, 2005 (inception) to February 28, 2006 have been restated as described below.

FRMO, the Company’s parent held a 60% interest in Horizon Advisers, a fund management firm. On December 1, 2005, FRMO transferred and assigned to Fromex a 66 2/3% interest in its share of fees earned by Horizon Advisers, as and when received by FRMO. The fair value of this revenue stream, estimated at $250,000, was initially recognized as a capital contribution by FRMO to Fromex, generating an intangible asset of $250,000. This asset was being amortized over an estimated useful economic life of 10 years.

Upon subsequent analysis, it was determined that, because no value had been assigned to the Horizon Advisers revenue stream as reported on the accounts of FRMO, the Company’s parent, no value should have been attributed to the 66 2/3% interest upon transfer to Fromex. Accordingly, financial statements have been restated to attribute no value to the assigned interest, and the reversal of amortization recorded on the initial valuation. This restatement did not result in a change to the reported earnings per share.

The following two tables set forth the impact of the above adjustments and the related tax effects on our historical balance sheets and statements of income.

F-12

 
Fromex Equity Corp.
 
Notes to Financial Statements
 
               
FROMEX EQUITY CORP.
 
Balance Sheet
 
               
   
February 28, 2006
 
   
Previously
         
   
Reported
 
Adjustments
 
Restated
 
                     
Assets
                   
Current assets:
                   
Cash and cash equivalents
 
$
307,535
   
-
 
$
307,535
 
Subscription receivable from parent
   
844,000
   
-
   
844,000
 
Accounts receivable from parent
   
117,013
   
-
   
117,013
 
Total current assets
   
1,268,548
   
-
   
1,268,548
 
                     
Other assets:
                   
Intangible assets, net of accumulated amortization
   
244,167
   
(244,167
)
 
-
 
Total other assets
   
244,167
   
(244,167
)
 
-
 
                     
Total Assets
 
$
1,512,715
 
$
(244,167
)
$
1,268,548
 
                     
Liabilities and Stockholder's Equity
                   
Current liabilities:
                   
Accounts payable and accrued expenses
 
$
25,251
   
-
 
$
25,251
 
Income taxes payable
   
23,000
   
-
   
23,000
 
Due to parent
   
306,219
   
-
   
306,219
 
Total current liabilities
   
354,470
   
-
   
354,470
 
                     
Total Liabilities
   
354,470
   
-
   
354,470
 
                     
Stockholder's Equity:
                   
Common stock - $.01 par value:
                   
Authorized - 20,000,000 shares
                   
Issued and outstanding - 14,400,000 shares
   
144,000
   
-
   
144,000
 
Capital in excess of par value
   
971,875
   
(250,000
)
 
721,875
 
Retained earnings
   
42,370
   
5,833
   
48,203
 
Total stockholder's equity
   
1,158,245
   
(244,167
)
 
914,078
 
Total liabilities and stockholder's equity
 
$
1,512,715
 
$
(244,167
)
$
1,268,548
 

F-13


Fromex Equity Corp.
Notes to Financial Statements
 
 
FROMEX EQUITY CORP.
 
Statement of Income
 
 
   
Period August 31, 2005 (Inception)
 
   
to February 28, 2006
 
   
Previouisly
         
   
Reported
 
Adjustments
 
Restated
 
               
Revenues
                   
Consulting Fees
 
$
117,013
   
-
 
$
117,013
 
Total Revenue
   
117,013
   
-
   
117,013
 
                     
Costs and Expenses
                   
Accounting
   
20,000
   
-
   
20,000
 
Shareholder reporting
   
2,000
   
-
   
2,000
 
Amortization
   
5,833
   
(5,833
)
 
-
 
Compensation (all non-cash)
   
21,875
   
-
   
21,875
 
Other expenses
   
3,251
   
-
   
3,251
 
     
52,959
   
(5,833
)
 
47,126
 
Income from operations
   
64,054
   
5,833
   
69,887
 
Interest Income
   
1,316
   
-
   
1,316
 
Income before provision for
                   
income taxes
   
65,370
   
5,833
   
71,203
 
                     
Provision for income taxes
   
(23,000
)
 
-
   
23,000
 
Net Income
 
$
42,370
 
$
5,833
 
$
48,203
 
                     
Earnings per share-primary and fully diluted:
                   
Shares of common stock outstanding
   
14,400,000
   
-
   
14,400,000
 
Net income per share
   
0.00
   
-
   
0.00
 

F-14

 
Fromex Equity Corp.
Notes To Financial Statements
 
3. Significant Accounting Policies
 
Revenue Recognition
 
Fromex has entered into a contract with FRMO to perform consulting and management services to FRMO for which FRMO has agreed to pay Fromex ten (10%) percent of the cash receipts which FRMO receives from its rights to share in fees generated by its third party customers during the term of the agreement (the “Consulting Agreement”). The term of the Consulting Agreement is from December 1, 2005 until February 28, 2010 (as amended on December 26, 2006) and for each twelve (12) month period thereafter unless terminated or amended by an instrument in writing signed by both parties on or before January 15 preceding the end of a respective term.
 
Fromex’s services include the administrative aspect of FRMO’s business activities such as operations, bookkeeping, personnel responsibilities and periodic consulting with the FRMO’s chief financial officer, but do not include the research, business development activities or the services rendered by FRMO or its third party customers, which produce FRMO’s cash receipts. FRMO shall pay to Fromex as its fees an amount equal to 10% of total cash receipts that FRMO receives from its customers during the term of the Consulting Agreement. Fees for Fromex’s services are based only on the fees collected by FRMO in each three (3) month period beginning December 1, 2005 and shall not include a percentage of any receivable or accrual until the amount is actually received by FRMO. The payment of such services shall be made on or before the close of the month following the end of said three month period.
 
Receivables
 
Accounts receivable and subscriptions receivable are due from FRMO Corp. No allowance was necessary at February 28, 2007 and February 28, 2006.

Income Taxes

Income taxes follow the reported results of the Company’s operations. There were no material differences between the financial reporting and the tax reporting of the Company’s revenue, assets and liabilities. The income tax provisions and liability for income taxes are based on enacted tax laws and statutory tax rates applicable to the respective periods.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid, short-term investments with an original maturity of three months or less to be cash equivalents.

F-15

 
Fromex Equity Corp.
Notes To Financial Statements
 
3. Significant Accounting Policies (continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, money market mutual funds, and trade receivables. The Company maintains cash and cash equivalents with major financial institutions, and at times such amounts may exceed the FDIC limits.

Advertising Costs

The Company’s policy is to expense the cost of advertising as incurred. There were no advertising expenses for the period August 31, 2005 (inception) to February 28, 2006 or the year ended February 28, 2007.

Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of Statement of Financial Accounting Standards No. 107. “Disclosures about Fair Value of Financial Instruments”. The estimated fair values of financial instruments will be determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates when presented herein are not necessarily indicative of the amounts that the Company could realize in a sale. There were no financial instruments at the balance sheet dates.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive Income

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income, as these amounts are recorded directly as an adjustment to stockholders’ equity. Comprehensive income was equivalent to net income for the year ended February 28, 2007, and the period August 31, 2005 (inception) to February 28, 2006.

F-16

 
Fromex Equity Corp.
Notes To Financial Statements
 
3. Significant Accounting Policies (continued)
 
Effect of New Accounting Pronouncements
 
In December 2004, the FASB issued Statement No. 123(R), “Stock-Based Payment” (“FAS 123(R)”). FAS 123(R) supercedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends FAS No. 95, “Statement of Cash Flows.” Generally, the approach in FAS 123(R) is similar to the approach described in FAS 123. FAS 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FAS 123(R) requires that the fair value of such equity instruments be recognized as an expense in the historical financial statements as services are performed. Prior to FAS 123(R), only certain pro forma disclosures of fair value were required. The Company adopted the provisions of this statement effective March 1, 2006. The adoption of FAS 123(R) did not have an impact on the Company’s financial position and results of operations.
 
In December 2004, the FASB issued Statement No. 153, “Exchange of Non-monetary Assets”, (“FAS 153”). FAS 153 provides a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. The Company adopted the provisions of FAS 153 effective March 1, 2006. The adoption of FAS 153 did not have a material impact on the Company’s financial position or results of operations.
 
In May 2005, the FASB issued statement No. 154, “Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement no. 3” (“FAS 154”). This Statement requires retrospective application to prior period financial statements of a voluntary change in accounting principle unless it is impracticable and is effective for fiscal years beginning after March 1, 2006 for the Company.
 
In September 2006, the FASB issued FAS No. 157, “Fair Value Measurements.” FAS No. 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. FAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. Additionally, companies are required to provide enhanced disclosure regarding financial instruments in one of the categories (level 3), including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company believes that the adoption of FAS No. 157 will not have a material impact on its financial statements.
 
F-17

 
Fromex Equity Corp.
Notes To Financial Statements
 
3. Significant Accounting Policies (continued)
 
In July 2006, FASB issued FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FAS No. 109, “Accounting for Income Taxes.” This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides a guidance on de-recognition, classification interest and penalties, accounting in interim periods, disclosure and transition. The Company believes that the adoption of FIN 48 will not have a material impact on its financial statements. This interpretation will be effective for the Company beginning March 1, 2007.
 
The SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”) in September 2006. SAB 108 expresses the views of the SEC staff regarding the process of quantifying the materiality of financial misstatements. SAB requires both the balance sheet and income statement approaches to be used when quantifying the materiality of misstatement amounts. In addition, SAB 108 contains guidance on correcting errors under the dual approach and provides transition guidance for correcting errors existing in prior years. SAB 108 did not have a material impact on the Company’s financial statements.
 
4. Commitments And Contingencies

As of February 28, 2007 and February 28, 2006, the Company did not enter into any material commitments and management believes that there were no contingencies.
 
5. Receivables From Shareholders For Issuance Of Common Stock

The 14,400,000 shares of common stock of Fromex owned by FRMO Corp. as of February 28, 2006 were paid for as indicated in Note 1 above.
 
6. Net Income Per Common Share And Per Common Share Equivalent
 
Basis earnings per common share for the year ended February 28, 2007 and the period August 31, 2005 (inception) through February 28, 2006 are calculated by dividing net income by the weighted average common shares outstanding during the period, which were 14,400,000 shares. There were no dilutive potential common shares outstanding.

F-18

 
Fromex Equity Corp.
Notes To Financial Statements
 
7. Income Taxes

The provision for income taxes consists of the following:
 
     
Year
Ended
February 28,
2007
   
Period August 31, 2005  (Inception)
to
February 28,
2006
 
               
Federal    
 
$
149,000
 
$
15,300
 
State     
   
41,000
   
7,700
 
Total provision   
 
$
190,000
 
$
23,000
 

     
Year Ended
February 28,
2007
   
Period 
August 31, 2005  (Inception) to
February 28,
2006
 
     
% of Pretax Income
   
% of Pretax Income 
 
               
Statutory federal income tax expense rate  
   
34.0
   
34.0
 
Non-deductible compensation expense  
   
6.3
   
10.4
 
Effect of graduated tax rates   
   
(0.3
)
 
(19.2
)
State taxes, less federal tax effect  
   
6.7
   
7.1
 
Total percentage    
   
46.7
   
32.3
 
 
8. Subsequent Events
 
Horizon Global Advisers, LLC

Horizon Global Advisers, LLC is a registered United States Investment adviser organized in Delaware (“Horizon Advisers”). On April 24, 2007 FRMO transferred to Fromex its 60% equity interest in Horizon Advisers as a contribution to the capital of Fromex. The other 40% ownership interest is owned by an individual who is an officer and employee of Horizon Advisers but not an officer or director of Fromex. Fromex’s 60% ownership interest subsumed its prior 40% revenue interest in FRMO’s receipt of net fees. FRMO has no further interest in Horizon Advisers. Fromex and Horizon Advisers will be filing consolidated financial statements for the three months ending May 31, 2007.
 
F-19

 
Fromex Equity Corp.
Notes To Financial Statements
 
9. Supplemental Financial Information
                 
Selected Quarterly Financial Data (Unaudited)
                 
                       
   
Quarter
     
   
First
 
Second
 
Third
 
Fourth
 
Total
 
 
   
restated
   
restated
   
restated
             
Year ended February 28, 2007
 
$
162,073
 
$
137,009
 
$
73,615
 
$
138,335
 
$
511,032
 
                                 
Total revenue
                               
                                 
Income from operations
 
$
135,072
 
$
109,950
 
$
43,485
 
$
98,516
 
$
387,023
 
                                 
Net Income
 
$
74,248
 
$
63,105
 
$
23,375
 
$
55,731
 
$
216,459
 
                                 
Earnings per common share
                               
primary and fully diluted
 
$
0.01
 
$
0.00
 
$
0.00
 
$
0.00
 
$
0.02
 
                                 
Number of shares used in computation
                               
of earnings per share;
                               
primary and fully diluted
   
14,400,000
   
14,400,000
   
14,400,000
   
14,400,000
   
14,400,000
 

F-20

 
Fromex Equity Corp.
Notes To Financial Statements
 
10. FRMO’s Results of Operations (Unaudited)

The following financial information of FRMO Corp., the parent of Fromex, is provided to enable Fromex’s shareholders to evaluate that portion of Fromex’s business that is derived from the Consulting Agreement between FRMO and Fromex, pursuant to which Fromex received 10% of FRMO’s cash receipts subsequent to December 1, 2005. The revenues of FRMO shown below do not include accrued revenue attributable to FRMO’s equity interest in the investment management fees of Kinetics Advisers, LLC from an offshore hedge fund, which fees are retained offshore. It is only when those fees are received in cash by FRMO in the United States that Fromex is entitled to 10% under the Consulting Agreement. FRMO has an 8.4% equity interest in Kinetics Advisers, LLC, a private company that reports only on a cash basis, so that the accrual of such additional revenue by FRMO is not audited and excluded from the revenues and Pre-Tax Income shown below.

FRMO Corp.
Stand alone, Unconsolidated Pre-Tax Income
 
   
Year Ended February 28, 
 
   
2007
 
2006
 
Revenues - Cash receipts only 
 
$
5,110,322
 
$
2,605,741
*
 
             
Costs and expenses
             
Fromex consulting agreement 
   
511,032
   
117,013
*
Amortization   
   
8,413
   
8,413
 
Accounting    
   
51,703
   
18,594
 
Shareholder reporting  
   
5,506
   
6,863
 
Other    
   
3,857
   
1,643
 
Total costs and expenses  
   
580,511
   
152,526
 
               
Income from operations   
   
4,529,811
   
2,453,215
 
Dividend, interest income  
   
97,198
   
58,213
 
               
Pre-Tax income   
 
$
4,627,009
 
$
2,511,428
 
______
* Cash receipts in the period December 1, 2005 to February 28, 2006 were $1,170,134

F-21

EX-10.05 2 v081720_ex10-05.htm Unassociated Document
 
Exhibit 10.05

Assignment and Bill of Sale

This Assignment and Bill of Sale is made as of the close of business on the 30th day of April 2007 between Horizon Asset Management, Inc. (herein “Horizon” or “Seller”) and Fromex Equity Corp., a Delaware corporation (herein “Fromex” or “Purchaser”).
 
WITNESSETH
WHEREAS:

A.  
Horizon has a 45% general partner interest in the Protostar Fund, LP, a hedge fund with a domestic portion (a Delaware limited partnership) and an offshore portion (an exempted company incorporated pursuant to the Companies Law of the Caymen Islands), and Horizon is the investment manager for the fund.

B.  
Horizon is herewith assigning to Fromex a one-third (33.33%) share of the amounts (herein “Cash Revenues”) Horizon will hereafter receive in cash by reason of its general partner and investment manager interests in Protostar Fund.
 
C.   The Purchase Price is $72,000 payable as set forth below.
 
NOW THEREFORE, in consideration of the premises and the payment to Horizon of $72,000 on or before May 31, 2007 the Seller does hereby sell, assign and transfer to the Purchaser, its successors and assigns One Third (33.33%) of said Cash Revenues and it is hereby agreed between the parties as follows:


 
1. Term. Fromex’s shares of the Cash Revenues shall be in effect on the date hereof and continue in effect in perpetuity so long as Horizon, or its successors and assigns, receive revenues, in cash, from the Protostar Fund.

2. Payment. Horizon shall pay to Fromex in perpetuity one-third (33 1/3%) percent of the Cash Revenues that Horizon, or its successors and assigns, receives from Protostar Fund so long as such Cash Revenues are paid to Horizon. Said one-third share shall be based only on the cash actually received by Horizon from Protostar in each three (3) month period beginning May 1, 2007. The payment of such share shall be made at the close of the month following the end of each three month period (the first period is four months) ending on the last days of February, May, August and November of each year, less any advances, which Horizon shall have made to Fromex on account thereof.

3.  Arbitration and Choice of Laws. The laws of the State of New York shall govern this Agreement, without regard to the conflict of laws principles thereof. The parties irrevocably agree that all disagreements or controversies in any way, manner or respect, arising out of or related to this Agreement shall be resolved by binding arbitration in New York City in accordance with the Rules of the American Arbitration Association. Each party hereby consents and submits to the jurisdiction of the American Arbitration Association and hereby waives any rights the party may have to transfer or change the venue of any such dispute. The prevailing party in any arbitration in connection with this Agreement shall be entitled to recover from the other party all costs and expenses, including without limitation reasonable fees of attorneys and paralegals, incurred by such party in connection with any such arbitration or court proceeding to enforce the award made in the arbitration proceeding. Each party consents to the jurisdiction of the Supreme Court of the State of New York, County of New York to enforce any such arbitration result.
 
2

 
4.  Further Assurances. The parties shall execute and deliver such further instruments and do such further acts and things as may be required in good faith to carry out the intent and purpose of this Agreement.

5.  Binding on Successors. This Agreement shall be binding on, and inure to the benefit of, the parties hereto, their successors and assigns.

6. Severability. If any provision of this Agreement or its application to any circumstance shall be finally determined by any court of competent jurisdiction to be invalid or unenforceable then the same is hereby declared to be severable and the remainder of this Agreement and the application of such provisions or circumstances other than so determined to be invalid or unenforceable shall not be affected hereby.

7. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any party in the performance by that party of its obligations hereunder is not a consent or waiver to or of any other breach or default in the performance by that party of the same or any other obligations of that party. Failure on the part of a party to complain of any act or omission or to declare any party in default hereunder, irrespective of how long that failure continues, does not constitute a waiver by that party of its rights with respect to that default.
 
3

 
8. Supersedes Prior Agreement. This Agreement shall supersede any prior agreement or understanding made by the parties prior to the date hereof and constitutes the entire agreement between the parties with respect to the subject matter. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Agreement to be executed as of the date first above written.
 
     
  HORIZON ASSET MANAGEMENT
 
 
 
 
 
 
  By:   /s/ Murray Stahl . 
 

 
Murray Stahl, CEO

     
  FROMEX EQUITY CORP.
 
 
 
 
 
 
  By:   /s/ Steven Bregman .
 

 
Steven Bregman, President
 
4

EX-31.1 3 v081720_ex31-1.htm
 
Fromex Equity Corp.
 
Exhibit 31.1

I, Murray Stahl, certify that

1.  
I have reviewed this quarterly report on Form 10-K of Fromex Equity Corp;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.  
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosures controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have:

a.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

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

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

5.  
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.  
all significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Dated: July 23, 2007      
      By: /s/ MURRAY STAHL 
   
Murray Stahl
Chairman of the Board and Chief Executive Officer
     

 
 

 
EX-31.2 4 v081720_ex31-2.htm

Fromex Equity Corp.
 
Exhibit 31.2
 
I, Steven Bregman, certify that

1.  
I have reviewed this quarterly report on Form 10-K of Fromex Equity Corp;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.  
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosures controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have:

a.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

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

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

5.  
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.  
all significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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

Dated: July 23, 2007      
       
By: /s/ STEVEN BREGMAN      

Steven Bregman
   
President and Chief Financial Officer
     

 
 

 
EX-32.1 5 v081720_ex32-1.htm

Fromex Equity Corp.
 
Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
ADOPTED PURSUANT TO
Section 906 of the Sarbanes-Oxley Act of 2002
 
Certification of CEO and CFO
 
In connection with the Annual Report of Fromex Equity Corp. (the “Company”) on Form 10-K for the Period ended February 28, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Murray Stahl, Chief Executive Officer, and Steven Bregman, Chief Financial Officer of the Company, certify, pursuant to Section 18 U. S. C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1937; and

(2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company
 
July 23, 2007
   
   
 
 
 
 
 
 
    By: /s/ MURRAY STAHL
 
 
Murray Stahl
 
Chairman of the Board and Chief Executive Officer

July 23, 2007
   
   
 
 
 
 
 
 
    By: /s/ STEVEN BREGMAN 
 
 
Steven Bregman
  President and Chief Financial Officer
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic, version of this written statement required by Section 906, has been provided to the Company and will be retained by the company and furnished to the Securities and Exchange commission or its staff upon request.

This certification accompanies this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposed of Section 18 of the securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporated it by reference.

 
 

 
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