-----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, KOAGHW4OcZksooNUYSA8AIdGI5Ti7wdcZZ1LHg2II1lLefXf2M+wj0qZI2MscQ4u AcL6lMNHL+z92OFf+GULvA== 0001019687-08-002736.txt : 20080618 0001019687-08-002736.hdr.sgml : 20080618 20080618092744 ACCESSION NUMBER: 0001019687-08-002736 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOXEL CENTRAL INDEX KEY: 0000927472 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330301060 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24836 FILM NUMBER: 08904714 BUSINESS ADDRESS: STREET 1: 330 CLEMATIS ST #217 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 800-341-2684 MAIL ADDRESS: STREET 1: 330 CLEMATIS ST #217 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: VOXEL /CA/ DATE OF NAME CHANGE: 19940726 10-K 1 voxel_10k-123107.txt FORM 10-K 12-31-2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0 - 24836 VOXEL (Name of small business issuer in its charter) California 33-0301060 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 330 Clematis Street, Suite 217, West Palm Beach, Florida, 33401 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code - (800) 341-2684 Securities registered under Section 12 (b) of the Exchange Act: NONE Securities registered under to Section 12 (g) of the Exchange Act: Common Stock, No Par Value (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. YES [ ] NO [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ] Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. YES [ ] NO [X] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained herein, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [X] Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. [X} Smaller Reporting Company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) 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 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 year. $4,223 (8,447,014 shares at $.0005). Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES [ ] NO [ ] APPLICABLE ONLY TO CORPORATE REGISTRANTS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 8,447,014 as of June 17, 2008 DOCUMENTS INCORPORATED BY REFERENCE: None Transitional Small Business Disclosure Format (check one) Yes No X VOXEL TABLE OF CONTENTS Page Part I Item 1. Business............................................................. Item 1A. Risk Factors......................................................... Item 2. Properties........................................................... Item 3. Legal Proceedings.................................................... Item 4. Submission of Matters to a Vote of Security Holders.................. Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.......................... Item 6. Selected Financial Data.............................................. Item 7. Management's Discussion and Analysis................................. Item 8. Financial Statements and Supplementary Data.......................... Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............................. Item 9A(T). Controls and Procedures........................................... Item 9B. Other Information.................................................... Part III Item 10. Directors, Executive Officers, and Corporate Governance.............. Item 11. Executive Compensation............................................... Item 12. Security Ownership of Certain Beneficial Owners and Management..................................................... Item 13. Certain Relationships and Related Transactions....................... Item 14. Principal Accountant fees and services............................... PART IV Item 15. Exhibits, Financial Statement Schedules. ........................... Signatures.................................................................... PART I ITEM 1. BUSINESS This annual report on Form 10-K contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the Company, us, our future performance, our beliefs and our Management's assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after the filing of this Form 10-K, whether as a result of new information, future events, changes in assumptions or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-K to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices. Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes. History Voxel (the "Company") was incorporated in the State of California on April 15, 1988. The Company originally was authorized to issue one million (1,000,000) shares of no par value common stock, however in June, 1998, the authorized common stock was increased to ten million (10,000,000) shares. From its inception in 1988 through early 1998, the Company had been engaged in the design, development, and medical evaluation of a sophisticated system for producing and viewing volumetric holograms which will interface with existing medical scanning equipment and yield authentic three-dimensional images. The Company's Digital Holography System consisted of the Voxcam, an electro-optical instrument that holographically images CT and MR data on film; Voxboxes, light boxes to view the film; and Voxfilm, special silver halide film to record the hologram. On September 29, 1995, the Company received clearance from the United States Food and Drug Administration (the "FDA") to market all three elements of its Digital Holography System. On April 13, 1990 the Company adopted Amended and Restated Articles of Incorporation increasing the authorized common stock to twelve million (12,000,000) shares and authorizing two million (2,000,000) shares of preferred stock. In addition, 490,801 shares of preferred stock were designated as "Series 1 A Preferred Stock" and 883,444 shares of preferred stock were designated as "Series B Preferred Stock". On August 2, 1991 the Company again adopted Amended and Restated Articles of Incorporation increasing the authorized common stock to fifteen million (15,000,000) shares and authorizing ten million (10,000,000) shares of preferred stock. In addition, the authorized shares of Series A Preferred Stock were increased to 492,904 shares and the authorized shares of the Series B Preferred Stock were increased to 6,322,291 shares. By further amendment on May 24, 1995 the total authorized Series B Preferred Stock was increased to 6,407,291. Both the Series A Preferred Stock and the Series B Preferred Stock were created to accommodate financing for the Company's research and development expenses at that time. In particular, the Company raised $3,799,000 from the sale of convertible redeemable Series A and Series B Preferred Stock. Both the Series A and Series B Preferred Stock were converted to Common Stock at the closing of the Company's initial public offering on November 1, 1994. On June 24, 1994, in anticipation of completing an initial public offering, the Company enacted a reverse split of 1 for 5.145346. On November 1, 1994, the Company completed an initial public offering and its shares began to trade on the Nasdaq SmallCap Market. On December 28, 1995, in need of additional financing to continue to funds its research and development expenses and efforts to get a product to market, the Company designated 4,000,000 shares of preferred stock as Series C Preferred Stock. The Series C Preferred Stock was issued in a private financing transaction in exchange for $3,600,000. All of the Series C Preferred Stock was converted to Common Stock by May 15, 1996. Despite years of effort and substantial expenditure, the Company was unable to bring a product to market or to generate any revenues. In February, 1997 the Company became involved in an arbitrated legal proceeding with a former Vendor, General Scanning, Inc. ("GSI"). The arbitration arose under the Development Agreement executed by the parties in August 1994. The Company believed that the efforts made by, and limited results achieved by, GSI between the signing of the Development Agreement and the commencement of arbitration constituted a breach of GSI's obligations. GSI disputed our assertions and alleged that Voxel had breached the Development Agreement by failing to allow GSI to continue the program. On May 8, 1998 an arbitration panel awarded GSI damages in the amount of $1,900,000. As a result of the arbitration award on June 1, 1998, the Company filed for chapter 11 bankruptcy protection under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Central District of California (case no. SA98-17977-JB). On August 3, 1998, the case was converted to a chapter 7 proceeding. As a result of the bankruptcy filing, all of our properties were transferred to a United States Trustee and we terminated all of our business operations. The Bankruptcy Trustee disposed of substantially all our assets for $3.15 million dollars and settled a litigation matter on our behalf bringing us $1,500,000. As a result of the efforts of the Bankruptcy Trustee, the Company settled with all general unsecured creditors for 59.8% of the value of their claims. On May 14, 2002 the Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court District of California. As a consequence of the Company's inability to maintain listing requirements, the Company was delisted by NASDAQ on September 1, 1998. For at least the past approximate ten years, the Company has not engaged in any business operations, and has not filed the annual or quarterly reports required by the Securities and Exchange Commission since the quarter ended March 31, 1998. In addition, on or about March 5, 2002 the California Secretary of State suspended the Company's corporate charter. Accordingly, the Company had abandoned its business. 2 On April 3, 2007, in its Court Order, the Superior Court of the State of California, County of Sacramento granted the application of Corporate Services International, Inc. to hold a shareholder's meeting for the purpose of electing a new board of directors. Mr. Michael Anthony is the sole officer, director and shareholder of Corporate Services International. In accordance with the Order and in furtherance of the purposes thereof, on July 30, 2007 Corporate Services International mailed, or caused to be mailed, a notice of meeting and proxy card to the shareholders of record setting a meeting which was held on September 5, 2007. The notice of meeting and proxy card requested that the shareholders vote on the appointment of Michael Anthony as sole Director. At the meeting of shareholders on September 5, 2007, Michael Anthony was elected the sole director by those shareholders that attended either in person or by proxy. Immediately following the shareholder meeting, at a meeting of the Board of Directors, Michael Anthony was appointed President, Secretary and Chief Financial Officer. On September 12, 2007, Voxel adopted Amended and Restated Bylaws. On October 31, 2007 the Board of Directors adopted resolutions reducing the authorized Series C Preferred Stock (of which none were issued and outstanding) to zero and creating a class of Series B Preferred Stock comprised of 10,000,000 shares. Each share of Series B Preferred Stock entitles the holder thereof to preferred dividends at the annual rate of eight cents ($.08), ten (10) votes on all matters put to a vote of stockholders, the right to convert each share into ten (10) shares of common stock and a liquidation preference of $1.00 per share. The Company filed amendments to the articles of incorporation to reflect these capital changes on November 16, 2007 and December 12, 2007 respectively. On November 1, 2007 Corporate Services International agreed to contribute a total of $25,000 as paid in capital to Voxel in exchange for 10,000,000 shares of Series B Preferred Stock. The entire $25,000 was paid to Voxel on May 14, 2008. Voxel is to use these funds to pay the costs and expenses necessary to revive its business as described below under the heading "Current Business Plan". Such expenses include, without limitation, fees to reinstate the Company's corporate charter with the State of California; payment of all past due franchise taxes; settling all past due accounts with the Company's transfer agent; accounting and legal fees; costs associated with bringing the Company current with its filings with the Securities and Exchange Commission, etc. Corporate Services International, Inc. is a private services corporation for which Michael Anthony is the sole shareholder, officer and director. In addition, from April, 2007 through April, 2008 Corporate Services International lent Voxel $31,395 which funds were used to pay ongoing administrative expenses, including the costs associated with calling and holding the shareholders' meeting. Current Business Plan Voxel is a shell company in that it has no or nominal operations and either no or nominal assets. At this time, Voxel's purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company 3 will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another. Voxel's common stock has been subject to quotation on the pink sheets. There is not currently an active trading market in the Company's shares nor do we believe that any active trading market has existed for several years. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained. Management has substantial flexibility in identifying and selecting a prospective new business opportunity. Voxel would not be obligated nor does management intend to seek pre-approval by our shareholders. Voxel may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. Voxel may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. Voxel intends to promote itself privately. The Company has not yet begun such promotional activities. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders, and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. Voxel has, and will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. On December 31, 2007 Voxel had a cash balance of $0. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8K's, 10K's or 10KSB's, agreements and related reports and documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the `34 Act. The officer and director of Voxel has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity. 4 The analysis of new business opportunities will be undertaken by, or under the supervision of, the officer and director of the Company with such outside assistance as he may deem appropriate. Management intends to concentrate on identifying preliminary prospective business opportunities, which may be brought to its attention through present associations of the Company's officer and director. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition and acceptance of products, services, or trades; name identification; and other relevant factors. Management of Voxel expects to meet personally with management and key personnel of the business opportunity as part of the investigation. To the extent possible, the Company intends to utilize written reports and investigation to evaluate the above factors. The Company will not acquire or merge with any company for which audited financial statements are not available. The foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review. The Officer of Voxel has limited, but some, experience in managing companies similar to our Company and shall mainly rely upon his own efforts, in accomplishing our business purposes. The Company may from time to time utilize outside consultants or advisors to effectuate its business purposes described herein. No policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid. However, because of the limited resources of the Company, it is likely that any such fee the Company agrees to pay would be paid in stock and not in cash. The Company will not restrict its search for any specific kind of business, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, Voxel does not intend to obtain funds in one or more private placements or public offerings to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition. The time and costs required to pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty. Management intends to devote such time as it deems necessary to carry out the Company's affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of time that our management will actually devote to our plan of operation. 5 Voxel intends to conduct its activities so as to avoid being classified as an "Investment Company" under the Investment Company Act of 1940, and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations promulgated thereunder. As of June 17, 2008, Voxel is not in negotiations with, nor does it have any agreements with any potential merger candidate. Acquisition of Opportunities Management owns 10,000,000 shares of Series B Preferred Stock representing 100% of the Series B Preferred Stock. Each share of Series B Preferred Stock entitles the holder to ten (10) votes on any matter submitted to a vote. On June 17, 2008 the total outstanding common stock was 8,447,014. Accordingly, management effectively controls a vote of 92.21% of the total issued and outstanding capital shares of Voxel. As a result, management will have substantial flexibility in identifying and selecting a prospective new business opportunity. In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and shareholders of the Company will no longer be in control of the Company. In addition, the Company's directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders or may sell their stock in the Company. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state. It is anticipated that any securities issued in any such reorganization would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition. With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of the Company which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's then shareholders. Voxel will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the 6 conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms. Voxel does not intend to provide its security holders with any complete disclosure documents, including audited financial statements, concerning an acquisition or merger candidate and its business prior to the consummation of any acquisition or merger transaction. Conflicts of Interest - --------------------- Our management is not required to commit his full time to our affairs. As a result, pursuing new business opportunities may require a greater period of time than if he would devote his full time to our affairs. Management is not precluded from serving as an officer or director of any other entity that is engaged in business activities similar to those of Voxel. Management is currently an officer and director of Econometrics, Inc. and The Jockey Club, Inc., companies substantially similar to Voxel. Management has not identified and is not currently negotiating with a new business opportunity for us. Management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In general, officers and directors of a California corporation are required to present certain business opportunities to such corporation. As management has multiple business affiliations, he may have similar legal obligations to present certain business opportunities to multiple entities. In the event that a conflict of interest shall arise, management will consider factors such as reporting status, availability of audited financial statements, current capitalization and the laws of jurisdictions. If several business opportunities or operating entities approach management with respect to a business combination, management will consider the foregoing factors as well as the preferences of the management of the operating company. However, management will act in what he believes will be in the best interests of the shareholders of Voxel and other respective public companies. Voxel shall not enter into a transaction with a target business that is affiliated with management. COMPETITION Voxel will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of Voxel's combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors GOVERNMENT REGULATIONS As a registered corporation, Voxel is subject to the reporting requirements of the Securities Exchange Act of 1934 (the "34 Act") which includes the preparation and filing of periodic, quarterly and annual reports on Forms 8K, 10Q and 10K. The 34 Act specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the `34 Act. 7 Voxel is a Blank Check Company - ------------------------------ At present, Voxel is a development stage company with no revenues and has no specific business plan or purpose. Voxel's business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, Voxel is a blank check company and any offerings of our securities needs to comply with Rule 419 under the Act. Voxel has no current plans to engage in any such offerings. Voxel's Common Stock is a Penny Stock - ------------------------------------- Voxel's common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of Voxel is subject to the penny stock rules, it may be more difficult to sell our common stock. EMPLOYEES Voxel currently has no employees. The business of the Company will be managed by its sole officer and director and such officers or directors which may join the Company in the future, who may become employees of the Company. The Company does not anticipate a need to engage any fulltime employees at this time. ITEM 1A: RISK FACTORS FORWARD-LOOKING STATEMENTS This annual report on Form 10-K contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we operate, our beliefs and our management's assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as "expects", "anticipates", "targets", "goals", "projects", "intends", "plans", "believes", "seeks", "estimates", variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. 8 DEPENDENCE ON KEY PERSONNEL Voxel is dependent upon the continued services of its sole officer and director, Michael Anthony. To the extent that his services become unavailable, Voxel will be required to obtain other qualified personnel and there can be no assurance that it will be able to recruit and hire qualified persons upon acceptable terms. LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES At present, our business activities are limited to seeking potential business opportunities. Due to our limited financial and personnel resources there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives. We have only limited resources and have no operating income, revenues or cash flow from operations. Our management is providing us with funding, on an as needed basis, necessary for us to continue our corporate existence and our business objective to seek new business opportunities, as well as funding the costs, including professional accounting fees, and continuing to be a reporting company under the Exchange Act. We have no written agreement with our management to provide any interim financing for any period. In addition, we will not generate any revenues unless and until we enter into a new business, of which there can be no assurance. BROAD DISCRETION OF MANAGEMENT Any person who invests in our securities will do so without an opportunity to evaluate the specific merits or risks of any potential new prospective business in which we may engage. As a result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection of a prospective business. There can be no assurance that determinations made by our management will permit us to achieve our business objectives. ABSENCE OF SUBSTANTIVE DISCLOSURE RELATING TO PROSPECTIVE BUSINESS As of the date of the filing of this Form 10-K, we have not yet identified any prospective business or industry in which we may seek to become involved and at present we have no information concerning any prospective business. There can be no assurance that any prospective business opportunity will benefit shareholders or prove to be more favorable to shareholders than any other investment that may be made by shareholders and investors. THERE IS NO ACTIVE MARKET FOR OUR COMMON STOCK AND NONE MAY DEVELOP OR BE SUSTAINED There is currently no active trading market in our shares. There can be no assurance that there will be an active trading market for our securities following commencement of a new business. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained. UNSPECIFIED INDUSTRY FOR NEW PROSPECTIVE BUSINESS OPPORTUNITIES; UNASCERTAINABLE RISKS There is no basis for shareholders to evaluate the possible merits or risks of potential new business opportunities or the particular industry in which we may ultimately operate. To the extent that we effect a business combination with a financially unstable entity or an entity that is in its early stage of development or growth, including entities without established records of revenues or income, we will become subject to numerous risks inherent in the 9 business and operations of that financially unstable company. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high degree of risk, we will become subject to the currently unascertainable risks of that industry. A high level of risk frequently characterizes certain industries that experience rapid growth. Although management will endeavor to evaluate the risks inherent in a particular new prospective business or industry, there can be no assurance that we will properly ascertain or assess all such risks or that subsequent events may not alter the risks that we perceive at the time of the consummation of any new business opportunity. CONFLICTS OF INTEREST Our management is not required to commit his full time to our affairs. There may be a conflict of interest in allocating his time in the event that management engages in similar business efforts for other entities. Our management will devote such time, in his sole discretion, to conduct our business, including the evaluation of potential new business opportunities. As a result, the amount of time devoted to our business and affairs may vary significantly depending upon whether we have identified a new prospective business opportunity or are engaged in active negotiations related to a new business. In the event that a conflict of interest shall arise, management will consider factors such as reporting status, availability of audited financial statements, current capitalization and the laws of jurisdictions. If several business opportunities or operating entities approach management with respect to a business combination, management will consider the foregoing factors as well as the preferences of the management of the operating company. However, management will act in what they believe will be in the best interests of the shareholders of Voxel and other respective public companies. Voxel shall not enter into a transaction with a target business that is affiliated with management. COMPETITION Voxel expects to encounter intense competition from other entities seeking to pursue new business opportunities. Many of these entities are well-established and have extensive experience in identifying new prospective business opportunities. Many of these competitors possess greater financial, technical, human and other resources than we do and there can be no assurance that we will have the ability to compete successfully. Based upon our limited financial and personnel resources, we may lack the resources as compared to those of many of our potential competitors. ADDITIONAL FINANCING REQUIREMENTS Voxel has no revenues and is dependent upon the willingness of management to fund the costs associated with the reporting obligations under the Exchange Act, and other administrative costs associated with our corporate existence. As of December, 2007 Voxel has paid approximately $69,395 for general and administrative expenses, including accounting fees, reinstatement fees, and other professional fees related to the preparation and filing of this Form 10-K and the numerous Form 10-K's and Form 10-Q's necessary to bring the Company current with its filing obligations under the Exchange Act. We may not generate any revenues unless and until the commencement of new business operations. We believe that management or an affiliate of management will continue to provide sufficient funds to pay accounting and professional fees and other expenses to fulfill our reporting obligations under the Exchange Act until we commence business operations. In the event that our available funds from our management and affiliates prove to be insufficient, we will be required to seek additional financing. Our failure to secure additional financing could have a material 10 adverse affect on our ability to pay the accounting and other fees in order to continue to fulfill our reporting obligations and pursue our business plan. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any such arrangement would be available on terms acceptable and in our best interests. We do not have any written agreement with our affiliates to provide funds for our operating expenses. STATE BLUE SKY REGISTRATION; POTENTIAL LIMITATIONS ON RESALE OF THE SECURITIES The holders of our shares of common stock and those persons who desire to purchase our stock in any trading market that might develop, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell our securities. Accordingly, investors should consider the secondary market for Voxel's securities to be a limited one. It is the present intention of Voxel's management, after the commencement of new business operations, to seek coverage and publication of information regarding our Company in an accepted publication manual which permits a manual exemption. The manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. The listing entry must contain (1) the names of issuer's officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. DIVIDENDS UNLIKELY We do not expect to pay dividends for the foreseeable future because we have no revenues. The payment of dividends will be contingent upon our future revenues and earnings, if any, capital requirements and overall financial condition. The payment of any future dividends will be within the discretion of our board of directors. It is our expectation that after the commencement of new business operations that future management will determine to retain any earnings for use in business operations and accordingly, we do not anticipate declaring any dividends in the foreseeable future. POSSIBLE ISSUANCE OF ADDITIONAL SECURITIES Our Articles of Incorporation, as amended, authorize the issuance of 15,000,000 shares of common stock, no par value. As of June 17, 2008, we have 8,447,014 shares issued and outstanding. We may conduct a reverse stock split or issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of our Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences. 11 COMPLIANCE WITH PENNY STOCK RULES Our securities will be considered a "penny stock" as defined in the Exchange Act and the rules thereunder, unless the price of our shares of common stock is at least $5.00. We expect that our share price will be less than $5.00. Unless our common stock is otherwise excluded from the definition of "penny stock", the penny stock rules apply. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock is subject to the penny stock rules, it may become more difficult to sell such securities. Such requirements could limit the level of trading activity for our common stock and could make it more difficult for investors to sell our common stock. GENERAL ECONOMIC RISKS Voxel's current and future business plans are dependent, in large part, on the state of the general economy. Adverse changes in economic conditions may adversely affect our plan of operation. ITEM 2. PROPERTIES Voxel shares office space with its officer and director at 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401. The Company does not have a lease and the Company pays no rent for the leased space. The Company does not own any properties nor does it lease any other properties. The Company does not believe it will need to maintain an office at any time in the foreseeable future in order to carry out its plan of operations as described herein. ITEM 3. LEGAL PROCEEDINGS On May 8, 1998 an arbitration panel entered a judgment against Voxel and in favor of GSI in the amount of $1,900,000. As a result of the arbitration judgment on June 1, 1998, the Company filed for chapter 11 bankruptcy protection under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Central District of California (case no. SA98-17977-JB). On August 3, 1998, the case was converted to a chapter 7 proceeding. As a result of the filing, all of our properties were transferred to a United States Trustee and we terminated all of our business operations. The Bankruptcy Trustee disposed of substantially all our assets for $3.15 million dollars and settled a litigation matter on our behalf bringing us $1,500,000. As a result of the efforts of the Bankruptcy Trustee, the Company settled with all general unsecured creditors for 59.8% of the value of their claims. On May 14, 2002 the Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court District of California. 12 On April 3, 2007, in its Court Order, the Superior Court of the State of California, County of Sacramento granted the application of Corporate Services International, Inc. to hold a shareholder's meeting for the purpose of electing a new board of directors. Mr. Michael Anthony is the sole officer, director and shareholder of Corporate Services International. In accordance with the Order and in furtherance of the purposes thereof, on July 27, 2007 Corporate Services International mailed, or caused to be mailed, a notice of meeting and proxy card to the shareholders of record setting a meeting which was held on September 5, 2007. The notice of meeting and proxy card requested that the shareholders vote on the appointment of Michael Anthony as sole Director. At the meeting of shareholders on September 5, 2007, Michael Anthony was elected the sole director by those shareholders that attended either in person or by proxy. Immediately following the shareholder meeting, at a meeting of the Board of Directors, Michael Anthony was appointed President, Secretary and Chief Financial Officer. Voxel's officer and director is not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 27, 2007 we mailed, or caused to be mailed, a notice of meeting and proxy card to the shareholders of record setting a meeting which was held on September 5, 2007. The notice of meeting and proxy card requested that the shareholders vote on the appointment of Michael Anthony as sole Director. At the meeting of shareholders on September 5, 2007, Michael Anthony was elected the sole director by those shareholders that attended either in person or by proxy. The total votes in favor of Mr. Anthony's election were 450,361; those against were 7,934; and those abstaining were 13,925. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's Common Stock traded on The Nasdaq SmallCap Market(SM) tier of The Nasdaq Stock Market(SM) under the symbols: VOXL, VOXLW, and VOXLU, respectively, from the time the Company's initial public offering closed on November 1, 1994 through September 1, 1998 when the Company was delisted by NASDAQ. Since that time the Company's common stock has traded on the over the counter pink sheets market under the symbol VOXQ. Such trading of our common stock is limited and sporadic. To the best knowledge of the Company, there has been no active trading activity for approximately the past two years. According to records of the Company's transfer agent, the Company had approximately 327 holders of Common Stock of record as of June 17, 2008. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name. The following table sets forth the high and the low sale prices of the Company's equity securities during the fiscal quarters in the years ended December 31, 1997 and 1998. The quotations below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions: 13 2007 HIGH LOW First Quarter...................................... $ 0.003 $ 0.002 Second Quarter..................................... $ 0.002 $ 0.001 Third Quarter...................................... $ 0.001 $ 0.001 Fourth Quarter..................................... $ 0.001 $ 0.001 2006 First Quarter...................................... $ 0.003 $ 0.002 Second Quarter..................................... $ 0.002 $ 0.001 Third Quarter...................................... $ 0.001 $ 0.001 Fourth Quarter..................................... $ 0.001 $ 0.001 At the time of filing of this Form 10-K, there is no common stock that is subject to outstanding options or warrants to purchase or securities convertible into, common equity of the Company. It is the position of the Securities and Exchange Commission, in a No Action Letter to OTC Compliance at the NASD, dated January 21, 2000, that Rule 144 is not available for resale transactions involving securities sold by promoters and affiliates of a blank check company, and their transferees, and anyone else who has been issued securities from a blank check company, and that securities issued by a blank check company to promoters and affiliates, and their transferees, can only be resold through registration under the Act. Promoters and affiliates of a blank check company will be considered underwriters under the Securities Act when reselling the securities of a blank check company. At present, the Company is a development stage company with no revenues and has no specific business plan or purpose. The Company's business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a blank check company. Effective February 15, 2008, the Securities and Exchange Commission codified this position in new Rule 144(i). Rule 144(i) provides that the safe harbor found in Rule 144 is not available for the resale of securities initially issued by an issuer that has no or nominal operations and no or nominal assets or assets consisting solely of cash or cash equivalents or any amount of assets consisting of cash or cash equivalents and 4nominal other assets. In accordance with Rule 144(i), Rule 144 is not available for the re-sale of our securities initially issued while we were a shell company. At the time of filing of this Form 10-K, there are no shares of common stock that would not be able to rely on the Rule 144 safe harbor to support a re-sale exemption under Rule 4(1). 14 The ability of individual shareholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Voxel is not and is not proposing to publicly offer any securities at this time. From time-to-time the Company may grant options or warrants, or promise registration rights to certain shareholders. The Company has no control over the number of shares of its common stock that its shareholders sell. The price of the Company's stock may be adversely affected if large amounts are sold in a short period. The Company's shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that term is used in Rule 3a51-1 of the Exchange Act. The SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the SEC. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse), are subject to additional sales practice requirements. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of shareholders to sell their shares. 15 Dividends The Company has not declared any dividends for at least ten years and does not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of the Board of Directors and will depend on the Company's earnings, capital requirements, financial condition, and other relevant factors. Our Series B Preferred Stock has a preferred dividend of $.08, which dividend would need to be paid prior to the payment of a dividend on our Common Stock, when and if our board of directors declared a dividend. Other than the rights of our Series B Preferred Stock, there are no restrictions that currently limit the Company's ability to pay dividends on its Common Stock other than those generally imposed by applicable state law. Equity Compensation Plans We have no equity compensation plans. Recent Sales of Unregistered Securities The following is a list of unregistered securities sold by the Company within the last three years including the date sold, the title of the securities, the amount sold, the identity of the person who purchased the securities, the price or other consideration paid for the securities, and the section of the Securities Act of 1933 under which the sale was exempt from registration as well as the factual basis for claiming such exemption. On November 1, 2007 Corporate Services International agreed to contribute a total of $25,000 as paid in capital to Voxel in exchange for 10,000,000 shares of Series B Preferred Stock. The entire $25,000 was paid on May 14, 2008. Each share of Series B Preferred Stock entitles the holder thereof to preferred dividends at the annual rate of eight cents ($.08), ten (10) votes on all matters put to a vote of stockholders, the right to convert each share into ten (10) shares of common stock and a liquidation preference of $1.00 per share. Voxel is to use the proceeds to pay the costs and expenses necessary to revive its business as described under the heading "Current Business Plan". Such expenses include, without limitation, fees to reinstate the Company's corporate charter with the State of California; payment of all past due franchise taxes; settling all past due accounts with the Company's transfer agent; accounting and legal fees; costs associated with bringing the Company current with its filings with the Securities and Exchange Commission, etc. Corporate Services International, Inc. is a private services corporation for which Michael Anthony is the sole shareholder, officer and director. The Company believes that the issuance and sale of the restricted shares was exempt from registration pursuant to Section 4(2) of the Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation. An appropriate restrictive legend is affixed to the stock certificates issued in such transactions. ITEM 6. SELECTED FINANCIAL DATA This Item is not applicable to Voxel as it is a smaller reporting company. 16 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following presentation of management's discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the Company's consolidated financial statements, the accompanying notes thereto and other financial information appearing elsewhere in this report. This section and other parts of this report contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. OVERVIEW Our current activities are related to seeking new business opportunities. We will use our limited personnel and financial resources in connection with such activities. It may be expected that pursuing a new business opportunity will involve the issuance of restricted shares of common stock. At December 31, 2007 we had no cash assets. At December 31, 2007 the Company had current liabilities of $51,395. However, at May 14, 2008 the Company had cash assets of $25,000. We have had no revenues in either the year end December 31, 2007 or 2006. Our operating expenses for the year end December 31, 2006 were $0 and for the year end December 31, 2007 were $69,395, comprised of general and administrative expenses. Accordingly, we had a net loss of $0 and a net loss per share of $Nil for the year end December 31, 2006 and a net loss of $69,395 and a net loss per share of $Nil for the year end December 31, 2007. CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES On May 14, 2008, we received $25,000 through the sale of a total of 10,000,000 shares of Series B Preferred Stock to Corporate Services International, Inc. an entity owned and controlled by our officer and director, Michael Anthony. In addition to the $25,000 capital investment, Corporate Services International, has loaned the Company a total of $31,395 as of the date of this Registration Statement. While we are dependent upon interim funding provided by management to pay professional fees and expenses, we have no written finance agreement with management to provide any continued funding. As of December 31, 2007 the Company had current liabilities of $51,395. Although we believe management will continue to fund the Company on an as needed basis, we do not have a written agreement requiring such funding. In addition, future management funding, will more than likely be in the form of loans, for which the Company will be liable to pay back. Through the date of this Registration Statement management related parties have made a capital investment of $25,000 into the Company and have loaned the Company an additional $31,395 for ongoing expenses. The Board of Directors of the Company has determined that the best course of action for the Company is to complete a business combination with an existing business. The Company has limited liquidity or capital resources. As of December 31, 2007, the Company had a cash balance of $0, however as of May 14, 2008, the Company has a cash balance of $25,000. In the event that the Company cannot complete a merger or acquisition and cannot obtain capital needs for ongoing expenses, including expenses related to maintaining compliance with the Securities laws and filing requirements of the Securities Exchange Act of 1934, the Company could be forced to cease operations. 17 The principal stockholder provided, without cost to the Company, his services, valued at $2,000 per month through December 31, 2007 which totaled $16,000 for the twelve month period ended December 31, 2007. The principal stockholder also provided, without cost to the Company, office space valued at $250 per month, which totaled $2,000 for the twelve month period ended December 31, 2007. The total of these expenses was $18,000 and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital. Voxel currently plans to satisfy its cash requirements for the next 12 months though it's current cash and by borrowing from its officer and director or companies affiliated with its officer and director and believes it can satisfy its cash requirements so long as it is able to obtain financing from these affiliated entities. Voxel currently expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes. The Company may explore alternative financing sources, although it currently has not done so. Voxel will use its limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, the shareholders will experience a dilution in their ownership interest in the Company. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur. In connection with the plan to seek new business opportunities and/or effecting a business combination, the Company may determine to seek to raise funds from the sale of restricted stock or debt securities. The Company has no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at acceptable terms, if at all. There are no limitations in the certificate of incorporation on the Company's ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. The Company's limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on the Company's financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject the Company to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business. The Company currently has no plans to conduct any research and development or to purchase or sell any significant equipment. The Company does not expect to hire any employees during the next 12 months. The Company does not have any contractual obligations. OFF BALANCE SHEET ARRANGEMENTS None. 18 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MICHAEL F. CRONIN CERTIFIED PUBLIC ACCOUNTANT ORLANDO, FL 32708 Board of Directors and Shareholders Voxel (as Successor Company) West Palm Beach, Florida I have audited the accompanying balance sheets of Voxel (Successor Company) as of December 31, 2007 and 2006 and the related statements of operations, stockholders' equity and cash flows for the years then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (UNITED STATES). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. 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. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Voxel (Successor Company) as of December 31, 2007 and 2006 and the results of its operations, its cash flows and changes in stockholders' equity for the years then ended in conformity with accounting principles generally accepted in the United States. June 11, 2008 /s/ Michael F. Cronin - --------------------- Michael F. Cronin Certified Public Accountant 19
Voxel Balance Sheet (Successor Company) December 31, ---------------------- 2007 2006 -------- -------- ASSETS Current assets Cash $ 0 $ 0 Prepaid expenses 0 0 -------- -------- Total current assets 0 0 -------- -------- Total Assets $ 0 $ 0 -------- -------- LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities: Accounts payable-trade $ 0 $ 0 Accrued expenses 0 0 Due to related parties 51,395 0 Current portion of long term debt 0 0 -------- -------- Total current liabilities 51,395 0 Stockholders' Deficiency: Common stock-15,000,000 authorized no par value 8,447,014 issued & outstanding 18,000 0 Accumulated Deficit (69,395) 0 -------- -------- Total Stockholders' Deficiency (51,395) 0 -------- -------- Total Liabilities & Stockholders' Deficiency $ 0 $ 0 -------- -------- See Summary of Significant Accounting Policies and Notes to Financial Statements. 20 Voxel Statement of Operations (Successor Company) Years Ended December 31, 2007 2006 ----------- ----------- Revenue $ 0 $ 0 Costs & Expenses: General & administrative 69,395 0 Interest 0 0 ----------- ----------- Total Costs & Expenses 69,395 0 Loss from continuing operations before income taxes (69,395) 0 Income taxes 0 0 ----------- ----------- Net Loss ($ 69,395) $ 0 ----------- ----------- Basic and diluted per share amounts: Continuing operations Nil Nil ----------- ----------- Basic and diluted net loss Nil Nil ----------- ----------- ----------- ----------- Weighted average shares outstanding (basic & diluted) 8,447,014 8,447,014 ----------- ----------- See Summary of Significant Accounting Policies and Notes to Financial Statements. 21 Voxel Statement of Cash Flows (Successor Company) Year Ended December 31, 2007 2006 -------- -------- Cash flows from operating activities: Net Loss ($69,395) $ 0 Adjustments required to reconcile net loss to cash used in operating activities: Fair value of services provided by related parties 38,000 Expenses paid by related parties 31,395 0 -------- -------- Cash used by operating activities: 0 0 -------- -------- Cash used in investing activities 0 0 -------- -------- Cash generated by financing activities 0 0 -------- -------- Change in cash 0 0 Cash-beginning of period 0 0 -------- -------- Cash-end of period $ 0 $ 0 -------- -------- See Summary of Significant Accounting Policies and Notes to Financial Statements. 22 Voxel Statement of Stockholders' Deficiency (Successor Company) Common Stock ------------------------------------------ Shares Common Subscriptions Accumulated Shares Stock Receivable Deficit ------ ----- ---------- ------- Balance at December 31, 2005 8,447,014 0 0 0 Net Income 0 Balance at December 31, 2006 8,447,014 0 $ 0 $ 0 Fair value of services provided by related party 18,000 Net Loss (69,395) Balance at December 31, 2007 8,447,014 $ 18,000 $ 0 ($ 69,395) See Summary of Significant Accounting Policies and Notes to Financial Statements.
23 VOXEL (Successor Company) BACKGROUND AND SIGNIFICANT ACCOUNTING POLICIES December 31, 2007 THE COMPANY ORGANIZATIONAL BACKGROUND: Voxel (the "Company") was incorporated in the State of California on April 15, 1988. Prior to ceasing operations in August, 1998 the Company engaged in research & development of a system for producing and viewing volumetric holograms which could interface with existing medical scanning equipment and yield authentic three-dimensional images. On April 3, 2007, the Superior Court of the State of California County of Sacramento, approved an Order requiring Corporate Services International to hold a shareholders' meeting to elect a new board of directors. BANKRUPTCY PROCEEDINGS: On June 1, 1998, the Registrant filed a voluntary Chapter 11 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Central District of California (case no. SA-98-17977-JB). On August 3, 1998 the case was converted to Chapter 7. As a result of the voluntary filing and subsequent conversion, all of our assets, properties and liabilities were transferred to a United States Trustee and we terminated all of our business operations. The Bankruptcy Trustee has disposed of substantially all of the Company's assets. The case was closed May 14, 2002. BASIS OF PRESENTATION: We adopted "fresh-start" accounting as of August 4, 1998 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code. The results of the discontinued component have been reclassified from continuing operations. SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. CASH AND CASH EQUIVALENTS: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. PROPERTY AND EQUIPMENT New property and equipment are recorded at cost. Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. VALUATION OF LONG-LIVED ASSETS: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. STOCK BASED COMPENSATION: Stock-based awards to non-employees are accounted for using the fair value method in accordance with SFAS No. 123R, ACCOUNTING FOR STOCK-BASED COMPENSATION, and EITF Issue No. 96-18, ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING GOODS OR SERVICES. On January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards ("SFAS") 123R, "Share-Based Payment" ("SFAS 123(R)"), which requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements. Prior to January 1, 2006, we accounted for our stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations, and would typically recognize no compensation expense for stock option grants if options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. 24 We adopted SFAS 123(R) using the "modified prospective" method, which results in no restatement of prior period amounts. Under this method, the provisions of SFAS 123(R) apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. We calculate the fair value of options using a Black-Scholes option pricing model. We do not currently have any outstanding options subject to future vesting therefore no charge is required for the years ended December 31, 1999 or 1998. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, SFAS 123(R) required a modification to the Company's calculation of the dilutive effect of stock option awards on earnings per share. For companies that adopt SFAS 123(R) using the "modified prospective" method, disclosure of pro forma information for periods prior to adoption must continue to be made. ACCOUNTING FOR OBLIGATIONS AND INSTRUMENTS POTENTIALLY TO BE SETTLED IN THE COMPANY'S OWN STOCK: We account for obligations and instruments potentially to be settled in the Company's stock in accordance with EITF Issue No. 00-19, ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN A COMPANY'S OWN STOCK. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's own stock. FAIR VALUE OF FINANCIAL INSTRUMENTS: Statements of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 11 2008. The respective carrying value of certain on-balance sheet financial instruments approximated their fair values. These financial instruments include cash and cash equivalents, accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. EARNINGS PER COMMON SHARE: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issueable upon the conversion of preferred stock or convertible debt. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding in 2007 or 2006. INCOME TAXES: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred income taxes are recorded in accordance with SFAS No. 109, "ACCOUNTING FOR INCOME TAXES," or SFAS 109. Under SFAS No. 109, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. SFAS 109 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. 25 The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109") which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. SELECTED RECENT ACCOUNTING PRONOUNCEMENTS In February 2007, FASB issued FASB Statement No. 159, "THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES." FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. In December 2007, the FASB issued SFAS No. 141(R), "BUSINESS COMBINATIONS" This Statement replaces SFAS No. 141, "BUSINESS COMBINATIONS." This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Company fiscal year beginning October 1, 2009. While the Company has not yet evaluated this statement for the impact, if any, that SFAS No. 141(R) will have on its financial statements, the Company will be required to expense costs related to any acquisition after September 30, 2009. 26 VOXEL (Successor Company) (unaudited) NOTES TO FINANCIAL STATEMENTS December 31, 2007 1. "FRESH START" ACCOUNTING: On August 3, 1998 all of the Company's assets were transferred to the chapter 7 trustee in settlement of all outstanding corporate obligations. We adopted "fresh-start" accounting as of August 4, 1998 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code." All results for periods subsequent to August 3, 1998 are referred to as those of the "Successor Company". The successor company had no transactions between August 3, 1998 and the end of the reporting period, December 31, 1998 and was inactive in years 1999-2007. In accordance with SOP No. 90-7, the reorganized value of the Company was allocated to the Company's assets based on procedures specified by SFAS No. 141, "Business Combinations". Each liability existing at the plan sale date, other than deferred taxes, was stated at the present value of the amounts to be paid at appropriate market rates. It was determined that the Company's reorganization value computed immediately before August 4, 1998 was $0. The Company had been inactive since August 3, 1998. We adopted "fresh-start" accounting because holders of existing voting shares immediately before filing and confirmation received less than 50% of the voting shares of the emerging entity and its reorganization value is less than its post-petition liabilities and allowed claims. The accounts of any former subsidiaries were not included and have not been carried forward. 2. RECENT COURT PROCEEDINGS: On April 3, 2007, the Superior Court approved an Order requiring a shareholder meeting be held. The court ordered meeting was held September 5, 2007 RESULTANT CHANGE IN CONTROL: In connection with the Order and subsequent shareholder meeting, Michael Anthony became our sole director and President on September 5, 2007. 3. INCOME TAXES: We have adopted SFAS 109 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers and unused tax credits considered available to reduce future income taxes were reduced or eliminated through our 1998 bankruptcy proceedings and recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c). We have a current operating loss carry-forward of $32,000 resulting in deferred tax assets of $10,000. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carryforwards before full utilization. 4. COMMITMENTS: The Company is not a party to any leases and does not have any commitments. 27 5. STOCKHOLDERS' EQUITY: COMMON STOCK We are currently authorized to issue up to 15,000,000 shares of no par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis. PREFERRED STOCK On October 31, 2007 the Board of Directors adopted resolutions reducing the authorized Series C Preferred Stock (of which none were issued and outstanding) to zero and creating a class of Series B Preferred Stock comprised of 10,000,000 shares. Each share of Series B Preferred Stock entitles the holder thereof to preferred dividends at the annual rate of eight cents ($.08), ten (10) votes on all matters put to a vote of stockholders, the right to convert each share into ten (10) shares of common stock and a liquidation preference of $1.00 per share. The Company filed amendments to the articles of incorporation to reflect these capital changes on November 24, 2007 and December 22, 2007 respectively. FAIR VALUE OF SERVICES: The sole director provided, without cost to the Company, his services, valued at $2,000 per month through December 31, 2007, which totaled $16,000 for the year then ended. The sole director also provided, without cost to the Company, office space valued at $250 per month, which totaled $2,000 for the year ended December 31, 2007. The total of these expenses was $18,000 and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital. 6. RELATED PARTY TRANSACTIONS NOT DISCLOSED ELSEWHERE: DUE RELATED PARTIES: Amounts due related parties consist of corporate reinstatement expenses paid by the principal shareholder prior to the establishment of a bank account. Such items totaled $31,395 at December 31, 2007. Legal services provided to the company by Laura Anthony through Legal & Compliance, LLC (Michael Anthony's spouse) were valued at $20,000 and was unpaid at December 31, 2007. 7. SUBSEQUENT EVENTS: On January 10, 2008 Corporate Services International agreed to contribute a total of $25,000 as paid in capital to Voxel in exchange for 10,000,000 shares of Series B Preferred Stock. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE During the small business issuer's two most recent fiscal years or any later interim period, the principal independent account has not resigned, been terminated or refused to stand for re-election. However, the Company's previous independent accountants were Ernst & Young, LLP in Orange County, California. In or near June, 1998 the Company in a mutual decision between Ernst & Young, LLP and the Company terminated the relationship. In particular, at that time, the Company was in bankruptcy proceedings and determined not to incur the expense of an independent accountant. Ernst & Young's audit report for the year end December 31, 1997 did not contain an adverse opinion or disclaimer of opinion and was not qualified, but was modified as to uncertainty due to substantial doubt regarding the Company's ability to continue as a going concern. Ernst & Young's audit report for the year end December 31, 1996 did not contain an adverse opinion or disclaimer of opinion and was not qualified, but was modified as to uncertainty due to substantial doubt regarding the Company's ability to continue as a going concern. 28 The Company did not make a decision to change accountants but rather to cease the services of any accountants. The decision was not recommended or approved by the Board of Directors. On August 3, 1998 the Company's chapter 11 bankruptcy proceeding was converted to a Chapter 7 bankruptcy. As a result of the filing, all of our properties were transferred to a United States Trustee and we terminated all of our business operations. There were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the last two years audited by them, during the interim periods reviewed by them, at the time that the relationship terminated or at any time since then through the date of the filing of this report. On March 19, 2008, the registrant engaged Michael F. Cronin, CPA, Winter Springs Florida as its independent auditor. During the last two fiscal years or any interim period, Michael Cronin did not consult with the Company in any matter, including, but not limited to, regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion to be rendered on our financial statements, or on any important factor considered by us in reaching a decision as to a accounting, auditing or financial ITEM 9A(T). CONTROLS AND PROCEDURES It is the responsibility of the chief executive officer and chief financial officer of Voxel to establish and maintain a system for internal controls over financial reporting such that Voxel properly reports and files all matters required to be disclosed by the Securities Exchange Act of 1934 (the "Exchange Act"). Michael Anthony is the Company's chief executive officer and chief financial officer. The Company's system is designed so that information is retained by the Company and relayed to counsel as and when it becomes available. As the Company is a shell company with no or nominal business operations, Mr. Anthony immediately becomes aware of matters that would require disclosure under the Exchange Act. After conducting an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, 2007, he has concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by it in its reports filed or submitted under the Exchange Act is recorded, processed summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the "SEC"). This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to that evaluation, and there were no significant deficiencies or material weaknesses in such controls requiring corrective actions. 29 ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and position held with respect to our present directors and executive officers: NAME AGE POSITION EXECUTIVE OFFICER AND DIRECTOR SINCE Michael Anthony 42 Chief Executive Officer, President, Secretary, Treasurer, Director September 5, 2007 Our directors are elected to serve until the next annual meeting of shareholders and until their respective successors will have been elected and will have qualified. Officers are not elected for a fixed term of office but hold office until their successors have been elected. We do not have committees of directors. Mr. Anthony, age 42, has been an officer and director of the Company since September 5, 2007. Mr. Anthony is the sole officer and director of Corporate Services International, Inc. a personal use business consulting company. Mr. Anthony is the sole member of Century Capital Partners, LLC, a personal use business consulting company. In addition, since November 2004, Mr. Anthony has been President and CEO of Union Equity, Inc. and its wholly owned subsidiary Home Sales 24/7, Inc. Union Equity, Inc. is an Internet based real estate marketing firm. On or about July 15, 2005 Mr. Anthony became an officer and director of Ubrandit.com, Inc. a reporting blank check company and resigned his position on October 31, 2006. On or about July 30, 2006 Mr. Anthony became an officer and director of Standard Commerce, Inc. a reporting blank check company and resigned his position effective August 24, 2007. On or about March 15, 2007, Mr. Anthony became an officer and director Apogee Robotics, Inc. a reporting blank check company and resigned his position on March 31, 2008. On or about May 25, 2007, Mr. Anthony became an officer and director or Aim Smart Corporation, a reporting blank check company and resigned his position on April 24, 2008. On or about July 2, 2007, Mr. Anthony became an officer and director of Diversified Opportunities, Inc., a reporting blank check company and resigned his position on May 29, 2008. In addition, Mr. Anthony is currently an officer and director of The Jockey Club, Inc. and Econometrics, Inc., both reporting blank check companies. Laura Anthony, Esquire is corporate and securities counsel to the Company. Laura Anthony is Michael Anthony's wife. Ms. Anthony's total legal fees for period ending December 31, 2007 were $20,000. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the registrant's officers and directors, and persons who own more than 10% of a registered class of the registrant's equity securities, to file reports of ownership and changes in ownership of equity securities of the Registrant with the Securities and Exchange Commission. Officers, directors and greater-than 10% shareholders are required by the Securities and Exchange Commission regulation to furnish the registrant with copies of all Section 16(a) forms that they file. Based solely on a review of Forms 3 and 4 and amendments thereto filed with the Commission during the fiscal year end December 31, 2007, all Section 16(a) forms were filed, although Michael Anthony's Form 3 was filed late. 30 CODE OF ETHICS Voxel has not adopted a code of ethics. Voxel is a shell company with one officer and director and no employees. The primary functions of a code of ethics include internal reporting and adherence to the code, compliance with government rules and regulations including the reporting requirements under the Exchange Act and the honest and ethical handling of actual or apparent conflicts of interest. As a shell company, with one officer and director, the functions of the code of ethics are properly met without the need of a formal document. ITEM 11. EXECUTIVE COMPENSATION No executive compensation was paid during the fiscal period ended December 31, 2007 or 2006 by Voxel. Voxel has no employment agreement with any of its officers and directors. Voxel has no employees and no compensation committee. The following tables show, as to the named executive officers, certain information concerning stock options: OPTION GRANTS DURING 2007 PERCENT OF NUMBER OF TOTAL OPTIONS SECURITIES GRANTED TO EXERCISE OR UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION NAME OPTIONS FISCAL YEAR ($/SH) DATE - ---- ------- ----------- ------ ---- NONE
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES NUMBER OF SECURITIES ACQUIRED VALUE UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN NAME ON EXERICSE REALIZED OPTIONS AT FY-END (#) THE MONEY OPTIONS - ---- ----------- -------- --------------------- ----------------- EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ----------- ------------- ----------- ------------- NONE
COMPENSATION OF DIRECTORS Voxel's directors are not compensated for their services as directors of the Company. EMPLOYMENT CONTRACTS We do not have an employment contract with any executive officers. Any obligation to provide any compensation to any executive officer in the event of his resignation, retirement or termination, or a change in control of the Company, or a change in any named Executive Officers' responsibilities following a change in control would be negotiated at the time of the event. We may in the future create retirement, pension, profit sharing and medical reimbursement plans covering our Executive Officers and Directors. 31 The company has made no Long Term Compensation payouts (LTIP or other) ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Voxel does not have an equity compensation plan. The following table sets forth, as of June 17, 2008, the number and percentage of outstanding shares of common and preferred stock which, according to the information supplied to the Company, were beneficially owned by (i) each current director of the Company, (ii) each current executive officer of the Company, (iii) all current directors and executive officers of the Company as a group, and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the Company's outstanding common stock. Except as otherwise indicated, the persons named in the table below have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws (where applicable). Owner Common Shares Percentage(1) Preferred Shares Percentage - -------------------------------------------------------------------------------- Michael Anthony(2) 1,000 .01% 10,000,000 100% - -------------------------------------------------------------------------------- Officers and directors as 1,000 .01% 10,000,000 100% a group (1 persons) 5% Owners: None - -------------- (1) Based on 8,447,014 shares of common stock and 10,000,000 shares of Series B Preferred Stock outstanding as of June 17, 2008. (2) Held by Corporate Services International, a private services corporation of which Mr. Anthony is the President and sole shareholder. There are no arrangements which may result in a change in control of Voxel. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the last three years, to the knowledge of the Company, there was no person who had or has a direct or indirect material interest in any transaction or proposed transaction to which the Company was or is a party. Transactions in this context relate to any transaction which exceeds $120,000 or one percent of the average of the Company's total assets at year end for the last three completed fiscal years. The officer and director of the Company will not devote more than a portion of his time to the affairs of the Company. There may be occasions when the time requirements of the Company's business conflict with the demands of his other business and investment activities. Such conflict may require that the company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the company. There is no procedure in place which would allow officers or directors to resolve potential conflicts in an arms-length fashion. Accordingly, they will be required to use their discretion to resolve them in a manner in which they consider appropriate. Laura Anthony, Esquire is corporate and securities counsel to the Company. Laura Anthony is Michael Anthony's wife. Ms. Anthony's legal fees for the fiscal year end December 31, 2007 totaled $20,000. 32 Voxel does not have any independent directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. AUDIT FEES The Company was billed a total of $3,000 for the fiscal years ended December 31, 2006 and 2007 inclusive for professional services rendered by the principal accountant for the audit of the Company's annual financial statements, the review of our quarterly financial statements, and other services performed in connection with our statutory and regulatory filings. These services also included updating the audits for our registration statement and review of the quarterly financial statements of the Company's acquiree. AUDIT RELATED FEES There were $0 in audit related fees for the fiscal years ended December 31, 2006 and 2006. Audit related fees include fees for assurance and related services rendered by the principal accountant related to the audit or review of our financial statements, not included in the foregoing paragraph. TAX FEES There were no tax fees for the fiscal year ended December 31, 2007. Tax fees include fees for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. ALL OTHER FEES There were no other professional services rendered by our principal accountant during the last two fiscal years that were not included in the above paragraphs. The Company's Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Michael F. Cronin, CPA as the Company's independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence. 33 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K The Company's financial statements for the fiscal years ended December 31, 2006 and 2007 are attached hereto as F-1 through F- EXHIBITS NUMBER DESCRIPTION - ------ ----------- 3.1.1 Articles of Incorporation of Voxel dated April 15, 1988 3.1.2 Certificate of Amendment to Articles of Incorporation dated June 6, 1988. 3.1.3 Amended and Restated Articles of Incorporation dated April 13, 1990 3.1.4 Amended and Restated Articles of Incorporation dated August 2, 1991 3.1.5 Certificate of Amendment of Articles of Incorporated dated May 24, 1993 3.1.6 Certificate of Amendment of Articles of Incorporated dated June 24, 1994 3.1.7 Certificate of Amendment of Articles of Incorporation dated December 22, 1995 3.2 By-laws 4.1.1 Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series C Preferred Stock dated December 29, 1995 4.1.2 Amended Officers Certificate Decreasing Authorized Series C Preferred Stock dated November 16, 2007 4.1.3 Certificate of Determination of Preferences and Rights of Series B Preferred Stock dated December 12, 2007 REPORTS ON 8-K Report on 8-K dated June 17, 2008. 34 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 17, 2008 VOXEL By: /s/ Michael Anthony ------------------------------ Name: Michael Anthony Title: Chief Executive Officer 35 EX-3.1.1 2 voxel_ex030101.txt Exhibit 3.1.1 FILED In the office of the Secretary of State of the State of California APR 15 1998 1611505 ARTICLES OF INCORPORATION OF VOXEL I The name of this corporation is Voxel. II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III The name and address in the State of California of this corporation's initial agent for service of process is: Francis S. Currie, Two Palo Alto Square, Suite 900, Palo Alto, CA 94306. IV This corporation is authorized to issue only one class of shares of stock, designated "Common Stock." and the total number of shares which this corporation is authorized to issue is 1,000,000. V This corporation is authorized to provide for, through bylaw provisions or through agreements with the agents, or both, the indemnification of agents (as defined in Section 317 of the California General Corporation Law) of the corporation in excess of that expressly permitted by said Section 317 for said agents to the fullest extent permissible under California law, subject to the limitations set forth in Section 204 of the California General Corporation Law in actions brought by or on behalf of the corporation for breach of duty to this corporation or its shareholders. DATED: April 13, 1998 /s/ John V. Roos ---------------------------------------- John V. Roos, Incorporator I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed. /s/ John V. Roos ---------------------------------------- John V. Roos EX-3.1.2 3 voxel_ex030102.txt Exhibit 3.1.2 1611505 A651892 FILED JUNE 6 1998 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION JOHN V. ROOS certifies that: 1. He is the incorporator of Voxel, a California corporation. 2. He hereby adopts the following amendment of the articles of incorporation of this corporation: Article IV is amended to read as follows: "This corporation is authorized to issue only one class of shares of stock, designated "Common Stock," and the total number of shares which this corporation is authorized to issue is 10,000,000." 3. No directors were named in the original articles of incorporation and none have been elected. 4. No shares have been issued. I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge. Date: June 3, 1988 /s/ John V. Roos ----------------------------------- John V. Roos, Incorporator EX-3.1.3 4 voxel_ex030103.txt Exhibit 3.1.3 A385448 FILED In the office of the Secretary of State of the State of California APR 13 1990 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VOXEL Allan M. Wolfe and Oran Muduroglu certify that: 1. They are the president and the secretary, respectively, of VOXEL, a California corporation. 2. The Articles of Incorporation of this corporation are amended and restated to read as follows: I The name of this corporation is Voxel. II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III The total authorized capital stock of the corporation consists of 12,000,000 shares, consisting of 10,000,000 shares of common stock ("Common Stock"), and 2,000,000 shares of preferred stock. The initial series of preferred stock shall be designated "Series A Preferred Stock" and "Series B Preferred Stock." The Series A Preferred Stock Shall consist of 490,801 shares and the Series B Preferred Stock shall consist of 883,444 shares. The Series A Preferred Stock and the Series B Preferred Stock shall be identical in all respects and shall have equal rights and privileges, except as otherwise provided in this Article. The relative rights, preferences and restrictions granted to and imposed on Common Stock and Series A Preferred Stock and Series B Preferred Stock, (the Series A Preferred Stock and Series B Stock are collectively referred to herein as the "Preferred Stock") are as follows: 1. DIVIDEND PROVISIONS. (a) The holders of shares of Preferred Stock shall be entitled to receive dividends or distributions, if and when declared by the Board of Directors, out of any assets legally available therefor. No dividend or distribution may be declared or paid on any shares of Common Stock unless at the same time a dividend or distribution is declared or paid, as the case may be, for a given fiscal year on all outstanding shares of each series of Preferred Stock at the rate of nine percent (9%) of the Original Issue Price (as defined below) for such series per annum. After payment of dividends on each series of the Preferred Stock at the aforesaid rate during a given fiscal year, dividends may be declared and paid during such fiscal year on the Common Stock; provided that holders of the then-outstanding Common Stock shall not be entitled to any dividend (other than pro rata dividends or distributions payable solely in Common Stock) unless at the same time the holders of each series of Preferred Stock receive a per share dividend (in addition to the dividend referred to above) equal to the per share dividend paid on the Common Stock (based upon the number of shares of Common Stock into which each share of that series of Preferred Stock could then be converted). The right to dividends on any series of Preferred Stock shall not be cumulative, and no rights shall accrue to holders of any series of Preferred Stock by reason of the fact that dividends thereon are not declared in any period. (b) As authorized by Section 402.5(c) of the California Corporations Code, the provisions of Sections 502 and 503 of the California Corporations Code shall not apply with respect to repurchases by the corporation of Shares of Common Stock or Preferred Stock issued to or held by employees, officers, directors or consultants of the corporation or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, provided that such repurchases are not prohibited by Section 2(b) or Section 7(e) hereof. 2. LIQUIDATION PREFERENCE. (a) In the event of any liquidation, dissolution or winding up of the corporation, either voluntary or involuntary, each holder of Series A -Preferred Stock and Series B Preferred Stock shall be entitled to receive, by reason of their ownership of such stock, prior and in preference to any distribution of any of the assets of this Corporation to the holders of the Common Stock or stock of any other class or series ranking junior as to the assets in liquidation to such Series A Preferred Stock and Series B Preferred Stock, (i) the amount per share of $0.10 for each outstanding share of Series A Preferred Stock then held by them (the "Series A Original Issue Price"), (ii) the amount per share of $0.50 for each outstanding share of Series B Preferred Stock then held by them (the "Series B Original Issue Price"), and (iii) an amount equal to any dividends declared but unpaid on any shares of Series A Preferred Stock and Series B Preferred Stock held by such holder. If, upon the occurrence of such event, the assets and funds thus distributable among the holders of Series A Preferred Stock and Series B Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among all holders of Series A Preferred Stock and Series B Preferred Stock in proportion to their respective preferences that would have been payable in respect of the shares held by them upon such distribution if all preferences on or with respect to such shares were paid in full. (b) After the payment or the setting apart of payment to the holders of the Series A Preferred Stock and the Series B Preferred Stock of the preferential amounts so payable to them, the holders of Common Stock shall be entitled to receive $.05 per share for each outstanding share of Common Stock then held by them and, in addition, an amount equal to all declared and unpaid dividends on the Common Stock then held by them. If the assets or surplus funds remaining after the completion of the distribution required by subsection (a) of this Section 2 are insufficient to provide for payment of their full preferential amount described in the previous sentence, each holder of Common Stock shall receive a pro rata share of the assets and funds legally available for distribution of the corporation corresponding to the percentage of outstanding Common Stock held by that holder. (c) After the payment or the setting apart of payment to the holders of Preferred Stock and Common Stock of the preferential amounts so payable to them, such assets and funds as are then available shall be distributed ratably among the holders of Preferred Stock and Common Stock based on the number of shares of Common Stock held, assuming conversion of the Preferred Stock. -3- (d) A consolidation or merger of this corporation with or into any other corporation or other entity or person, or a sale, conveyance, or disposition of all or substantially all of the assets of the corporation or the effectuation by the corporation of any reorganization or any other transaction or series of related transactions in which more than 50% of the voting power of the corporation is transferred, shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2 but shall instead be treated pursuant to Section 5 hereof. 3. REDEMPTION. (a) To the extent allowed by law, the corporation shall redeem shares of Preferred Stock upon the request of the holders thereof in accordance with subsections (b) through (e) of this Section 3. The redemption price for each series of Preferred Stock shall be equal to the sum of all unpaid dividends declared or accrued with respect to such series (as adjusted for stock splits, stock dividends or similar recapitalizations) pursuant to Section 1 hereof plus the amount of the Original Issue Price for such series (the "Series A Redemption Price" or "the Series B Redemption Price," as applicable). (b) At least 90 but no more than 120 days prior to April 11, 1995, any holder(s) of any series of Preferred Stock desiring that a redemption be made shall make a written request that the corporation's Preferred Stock be made eligible for redemption. Within fifteen (15) days following the corporation's receipt of such request, a written notice ("Redemption Notice") shall be mailed, postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of Preferred Stock, at the address last shown on the records of the corporation for such holder or given by the holder to the corporation for the purpose of notice. The Redemption Notice shall state that a request to redeem has been received, that each holder of Preferred Stock has the right under these Amended and Restated Articles of Incorporation to vote to have the shares of Preferred Stock concurrently redeemed and that such redemption requires the approval of the holders of at least 66-2/3% of the outstanding shares of Preferred Stock. The Redemption Notice shall also specify the date (the "Redemption Date") on which such redemption of Preferred Stock is to be effected (which such date shall be the later of (a) the sixtieth (60th) day after the date on which the Redemption Notice is mailed or, if such sixtieth (60th) day is not a business day, the first business day thereafter) or (b) April 11, 1995, the -4- applicable Redemption Price, the place at which payment may be obtained, and the manner in which, and the place at which certificate(s) may be surrendered. On the Redemption Date, if the holders of at least 66-2/3% of the Preferred Stock have elected to have the outstanding shares of Preferred Stock redeemed, the corporation shall redeem, in accordance with this Section 3, all shares of Preferred Stock. Except as provided in subsection 3(d), on or after the Redemption Date, each holder of the series of Preferred Stock shall surrender to the corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the applicable Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. (c) From and after the close of business on any Redemption Date, unless there shall have been a default in payment of the applicable Redemption Price, all rights of the holders of the shares to be redeemed on such date as holders of such shares (except the right to receive the applicable Redemption Price without interest upon surrender of their certificate or certificates) shall cease with respect to such shares and such shares shall not thereafter be transferred on the books of the corporation or be deemed to be outstanding for any purpose whatsoever. (d) On or prior to the Redemption Date, the corporation shall deposit the applicable Redemption Price for all outstanding shares of the series of Preferred Stock to be redeemed with a bank or trust company having aggregate capital and surplus in excess of $50,000,000, as a trust fund for the benefit of the respective holders of such shares. Simultaneously, the corporation shall deposit irrevocable instruction and authority to such bank or trust company to pay, on and after the date fixed for redemption or prior thereto, the Redemption Price to the holders of the series of shares to be redeemed upon surrender of their certificates therefor. Any moneys deposited by the corporation pursuant to this subsection 3(d) for the redemption of shares that are thereafter converted into shares of Common Stock pursuant to Section 4 hereof no later than the close of business on the Redemption Date shall be returned to the corporation forthwith upon such conversion. The balance of any moneys deposited by the corporation pursuant to this subsection 3(d) remaining unclaimed at the expiration of one year following the Redemption Date shall thereafter be returned to the corporation, provided that the shareholder to which such moneys would be payable hereunder shall be -5- entitled, upon proof of its ownership of the stock to be redeemed and payment of any bond requested by the corporation, to receive such moneys but without interest from the Redemption Date. (e) Any election to redeem shall be made by delivering to the corporation written notice of election specifying the number of shares of the series of Preferred Stock offered for redemption. 4. CONVERSION. The holders of each series of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): (a) RIGHT TO CONVERT. (i) Subject to subsection (c) of this Section 4, each share of each series of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share and prior to the close of business on any Redemption Date as may have been filed in any Redemption Notice with respect to such share, at the office of this corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price for that series by the Conversion Price at the time in effect for such series. The initial conversion price per share (the "Conversion Price") for shares of Series A Preferred Stock shall be $.10 and for shares of Series B Preferred Stock shall be $.50. Such initial Conversion Price shall be subject to adjustment as set forth in subsection (c) of this Section 4. (ii) Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price than in effect for the series of which it is a part (A) immediately upon the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to an effective registration statement under the Securities Act of 1933, as amended, which results in aggregate cash proceeds to this corporation of at least $7,500,000 and the public offering price of which (before underwriters commissions and expenses) is not less than $4.00 per share (adjusted to reflect any subsequent stock splits, stock dividends or recapitalizations); or (B) upon the approval of the conversion of the Preferred Stock by holders of 51% of the then-outstanding shares of Preferred Stock, -6- (b) MECHANICS OF CONVERSION. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for the Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued; provided, however, that in the event of an automatic conversion pursuant to Section 4(a)(ii), the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the corporation or its transfer agent, and provided further that the corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificate evidencing such shares of Preferred Stock are either delivered to the corporation or its transfer agent, or the holder notifies the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Any conversion pursuant to Section 4(a)(i) shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event, the tendering holder(s) of stock shall not be deemed to have converted such stock until immediately prior to the closing of such sale of securities. -7- (c) CONVERSION PRICE ADJUSTMENTS. The Conversion Price of the Series A Preferred Stock and Series B Preferred Stock shall be subject to adjustment from time to time as follows: (i) (A) If the corporation shall issue any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price to any series of the Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for that series of Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing the total computed under clause (x) below by the total computed under clause (y) below as follows: (x) an amount equal to the sum of (1) the aggregate purchase price of the shares of the series of Preferred Stock with respect to which the adjustment is being made, plus (2) the aggregate consideration, if any, received by the corporation for all Additional Stock issued or deemed to be issued since April 11, 1990 (the "Purchase Date"); (y) an amount equal to the sum of (1) the aggregate purchase price of the shares of the series of Preferred Stock with respect to which the adjustment is being made, divided by the Conversion Price for such shares in effect at the Purchase Date (or such higher or lower Conversion Price for such series as results from the application of subsections (c)(iii) and (iv) of this Section 4, and assuming that these Restated Articles were in effect as of the Purchase Date) plus (2) the number of shares of Additional Stock issued or deemed to be issued since the Purchase Date (increased or decreased to the extent that the number of such shares of Additional Stock shall have been increased or decreased as the result of the application of subsections (c)(iii) and (iv) of this Section 4). (B) No adjustment of the Conversion Price for any series of Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments which are not required to be made by reason of -8- this sentence shall be carried forward and taken into account in any subsequent adjustment. Except to the limited extent provided for in subsections (c)(i)(E)(3) and (c)(i)(E)(4) of this Section 4, no adjustment of such Conversion Price shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment. (C) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by this corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (D) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors irrespective of any accounting treatment. (E) In the case of the issuance of options to purchase (including without limitation warrants or other similar rights) or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities (which are not excluded from the definition of Additional Stock), the following provisions shall apply: 1. The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections (c)(i)(C) and (c)(i)(D) of this Section 4), if any, received by the corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; provided, however, that no further adjustment in the Conversion Price shall be made upon the subsequent issue of Additional Stock upon exercise of such options or rights; 2. The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion -9- or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections (c)(i)(C) and (c)(i)(D) of this Section 4); provided, however, that no further adjustment in the Conversion Price shall be made upon the subsequent issuance of the Additional Stock delivered upon the conversion or in exchange for such convertible or exchangeable securities or upon the issuance of such convertible or exchangeable securities on the exercise of such options or rights; 3. In the event of any change in the number of shares of Common Stock deliverable (or any change in the consideration payable) upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price in effect at the time for each series of Preferred Stock shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment that was made upon the issuance of such options, rights or securities not converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock (or the actual payment of consideration to the corporation) upon the exercise of any such options or rights or the conversion or exchange of such securities; 4. Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price for each series of Preferred Stock shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment that was made upon the issuance of such options, rights or securities or options or rights related to such securities been made upon the basis of the issuance of only the number of shares of -10- Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. (ii) "Additional Stock" shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection (c)(i)(E) of this Section 4) by this corporation after the Purchase Date other than (A) Common Stock issued pursuant to a transaction described in subsection (c)(iii) of this Section 4, (B) shares of Common Stock issuable or issued to founders, employees, consultants or directors of this corporation primarily for the purpose of soliciting or retaining their services pursuant to a stock option plan or restricted stock plan or other arrangement approved by the directors of this corporation, (C) Common Stock issued or issuable upon conversion of the Series A Preferred Stock, (D) Common Stock issued or issuable upon conversion of the Series B Preferred Stock, and (iii) In the event the corporation should, at any time or from time to time after the Purchase Date, fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of each series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each such series shall be increased in proportion to such increase of outstanding shares determined in accordance with subsection (c).i)(E) hereof. (iv) If the number of shares of Common outstanding at any time after the Purchase Date is -11- decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Prices for each series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each such series shall be decreased in proportion to such decrease in outstanding shares. (d) OTHER DISTRIBUTIONS. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 4(c) hereof, then, in each such case for the purpose of this subsection (d), the holders of each series of the Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the corporation entitled to receive such distribution. (e) RECAPITALIZATIONS. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or Section 5), provision shall be made so that the holders of each series of Preferred Stock shall thereafter be entitled to receive, upon conversion of the Preferred Stock, the number of shares of stock or other securities or property of the corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Preferred Stock after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Conversion Prices then in effect and the number of shares purchasable upon conversion of each series of the Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable. (f) NO IMPAIRMENT. This corporation will not, by amendment of its Restated Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution. issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terns to be observed or performed hereunder by this corporation, -12- but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect against impairment of the Conversion Rights of the holders of each series of Preferred Stock. (g) NO FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS. (i) No fractional shares shall be issued upon conversion of any series of Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share, determined on the basis of the total number of shares of the series of Preferred Stock that the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. (ii) Upon the occurrence of each adjustment or readjustment of the Conversion Prices of a series of Preferred Stock pursuant to this Section 4, this corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of that series of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. Th. corporation shall, upon the written request at any time of any holder of any series of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Prices at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of that series of Preferred Stock. (h) NOTICES OF RECORD DATE. In the event of any taking by this corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, this corporation shall mail to each holder of Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which -13- any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right. (i) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. This corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of each series of Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of all series of the Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Preferred Stock, this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. (j) NOTICES. Any notice required by the provisions of this Section 4 to be given to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing on the books of this corporation. 5. ADJUSTMENT FOR MERGER OR REORGANIZATION. (a) In case of any consolidation or merger of this corporation with or into any other corporation or other entity or person pursuant to which shareholders of the corporation immediately prior to the consolidation or merger own less than a majority of the voting power of the surviving corporation immediately following such merger or consolidation, or a sale, conveyance or disposition of all or substantially all of the assets of the corporation or the effectuation by the corporation of any reorganization or any other transaction or series of related transactions in which more than 50% of the voting power of the corporation is transferred, then the holders of each series of Preferred Stock shall be paid for each share of Preferred Stock in cash, or in securities received from the acquiring corporation, or in a combination thereof, at the closing of any such transaction, the respective portions of such stock or securities that each would have received under Section 2 if the corporation were liquidating, computed in the same manner as if the corporation's available assets were actually being distributed to all shareholders (even though holders of Common Stock ate not or may not he entitled to receive any actual distribution upon such deemed liquidation or dissolution). The value of the corporation's -14- assets for purposes of computing the amount to be received by the holders of each series of Preferred Stock pursuant to this Section 4(a) shall be deemed to be (i) the fair market value, as determined by the corporation's board of directors, of all consideration proposed to be paid or exchanged for all of the corporation's outstanding capital stock upon any such merger or consolidation, or (ii) the fair market value, as determined by the corporation's board of directors, of all consideration proposed to be paid to the corporation upon any sale, conveyance or disposition of all or substantially all of the assets of the corporation. (b) In case of any reorganization, consolidation or merger of this corporation with or into another corporation or other entity or person in which this corporation shall survive, other than a merger, consolidation or reorganization described in Section 5(a) above, each share of Preferred Stock shall thereafter be convertible into the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon conversion of such Preferred Stock would have been entitled upon such consolidation, reorganization or merger; and, in any such case, appropriate adjustment (as determined by the Board of Directors of this corporation) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of the Preferred Stock to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the applicable Conversion Rates of each series of Preferred Stock) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Preferred Stock. 6. VOTING RIGHTS. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such share of Preferred Stock could then be converted (with any fractional share determined on an aggregate conversion basis being rounded to the nearest whole share); and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to notice of any shareholders' meeting in accordance with the by-laws of this corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders cf Common Stock have the right to vote. The holders of each series of Preferred Stock and Common Stock shall vote as a single class, except as required by Section 7 or except as otherwise required by law. 7. PROTECTIVE PROVISIONS. So long as any shares of any series of Preferred Stock remain outstanding, the corporation shall not, without first obtaining the approval (by -15- vote or written consent, as provided by law) of the holders of more than fifty percent (50%) of the then-outstanding shares of all series of Preferred Stock: (a) Authorize or issue any new class or series of capital stock on a parity with or having preference over any series of Preferred Stock then outstanding; (b) Offer, issue or sell any equity securities of the corporation or of any subsidiary of the corporation other than the issuance of shares of Common Stock to founders, employees, consultants or directors pursuant to employee option, bonus, or incentive plans or arrangements approved by the Board of Directors; (c) Effect any sale, lease, assignment, transfer or conveyance of all or substantially all the assets of this corporation or any of its subsidiaries, or any consolidation or merger involving the corporation or any of its subsidiaries, or any reclassification or other change of stock or any recapitalization, or any dissolution, liquidation or winding up, of the corporation other than a transaction in which the shareholders of the corporation immediately prior to such transaction will, on account of their holdings in the corporation, hold more than 80 percent of the equity securities of any resulting company. (d) Acquire the assets, business or control of any other corporation or business entity, through merger, consolidation or otherwise or make any other form of investment in any corporation or business entity where the cost to the corporation would exceed $50,000, whether effected in a single transaction or in a series of related transactions, other than assets acquired in the ordinary course of business; (e) Repurchase or redeem any equity securities or pay any dividends on, or make any other distribution with respect to, any equity securities, except for (i) repurchases and redemptions called for by these Restated Articles of Incorporation, or (ii) repurchases of shares of Common Stock issued to employees, consultants or directors of the corporation if repurchased therefrom pursuant to arrangements approved by the Board of Directors; (f) Sell, transfer, or otherwise convey any patents, copyrights, trademarks, or applications therefor or any information that is proprietary or confidential to the corporation, except for licenses or sublicenses granted by the corporation in the ordinary course of its business; -16- (g) Incur any indebtedness in excess of 00,000 in any year; provided, however, that the corporation shall be entitled to incur additional indebtedness if such indebtedness is (i) incurred pursuant to a budget approved by at least two-thirds (2/3rds) Of the members of the Board of Directors, or (ii) short-term bank borrowings necessary for working capital requirements; (h) Amend these Amended and Restated Articles of Incorporation if such amendment would materially alter or change the rights, preferences or privileges of the Series A Preferred Stock or the Series B Preferred Stock; (i) Loan more then $25,000 to any party, except that (to the extent permitted by law and to the extent that such sales are permitted under this Article) the corporation may, with the approval of the board of Directors, accept installment promissory notes in payment for Common Stock sold to its employees, directors, officers or consultants; (j) Enter into any agreement with any officer of the corporation or with any corporation, partnership, or other entity in which any such individual is an employee, shareholder, director, or partner, or any entity controlling or controlled by any such person, unless such agreement has been approved in advance by et least two-thirds (2/3rds) of the members of the Board of Directors); (k) Effect any change in the authorised number of Directors; (1) Do any act or thing that would result in taxation of the holders of shares of the Series A Preferred Stock or the Series B Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or any comparable provision of the Internal Revenue Code as hereinafter from time to time amended); or (m) Change in any fundamental respect the business of the corporation. 8. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any shares of Preferred Stock shall be redeemed or converted pursuant to Section 3 or Section 4 hereof, the shares so converted or redeemed shall be cancelled and shall not be issuable by the corporation. -17- ARTICLE IV 1. LIMITATION OF DIRECTORS' LIABILITY. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law. 3. REPEAL OR MODIFICATION. Any repeal or modification of the foregoing provisions of this Article V shall not adversely affect any right of indemnification or limitation of liability of an agent of this corporation relating to acts or omissions occurring prior to such repeal or modification. ARTICLE V The Board of Directors of this corporation shall consist of three (3) members. 3. The foregoing amendment and restatement of articles of incorporation has been duly approved by the board of directors. 4. The foregoing amendment and restatement of articles has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation's Code. The total number of outstanding shares of the Corporation is 1,700,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50 percent. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Executed at Laguna Beach, California this 10 day of April, 1990. /s/ Allan M. Wolfe ------------------------------ Allan M. Wolfe, President /s/ Oran Muduroglu ------------------------------ Oran Muduroglu, Secretary -18- EX-3.1.4 5 voxel_ex030104.txt Exhibit 3.1.4 A406702 FILED In the office of the Secretary of State of the State of California AUG 2 1981 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VOXEL Allan M. Wolfe and Oran Muduroglu certify that: 1. They are the president and the secretary, respectively, of VOXEL, a California corporation. 2. The Articles of Incorporation of this corporation are amended and restated to read as follows: ARTICLE I The name of this corporation is Voxel. ARTICLE II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. ARTICLE III The total authorized capital stock of the corporation consists of 25,000,000 shares, consisting of 15,000,000 shares of common stock ("Common Stock"), and 10,000,000 shares of preferred stock. The initial series of preferred stock shall be designated "Series A Preferred Stock" and "Series B Preferred Stock." The Series A Preferred Stock Shall consist of 492,904 shares and the Series B Preferred Stock shall consist of 6,322,291 shares. The Series A Preferred Stock and the Series B Preferred Stock shall be identical in all respects and shall have equal rights and privileges, except as otherwise provided in this Article. The relative rights, preferences and restrictions granted to and imposed on Common Stock and Series A Preferred Stock and Series B Preferred Stock, (the Series A Preferred Stock and Series B Stock are collectively referred to herein as the "Preferred Stock") are as follows: -1- 1. DIVIDEND PROVISIONS. (a) The holders of shares of Preferred Stock shall be entitled to receive dividends or distributions, if and when declared by the Board of Directors, out of any assets legally available therefor. No dividend or distribution may be declared or paid on any shares of Common Stock unless at the same time a dividend or distribution is declared or paid, as the case may be, for a given fiscal year on all outstanding shares of each series of Preferred Stock at the rate of nine percent (9%) of the Original Issue Price (as defined below) for such series per annum. After payment of dividends on each series of the Preferred Stock at the aforesaid rate during a given fiscal year, dividends may be declared and paid during such fiscal year on the Common Stock; provided that holders of the then-outstanding Common Stock shall not be entitled to any dividend (other than pro rata dividends or distributions payable solely in Common Stock) unless at the same time the holders of each series of Preferred Stock receive a per share dividend (in addition to the dividend referred to above) equal to the per share dividend paid on the Common Stock (based upon the number of shares of Common Stock into which each share of that series of Preferred Stock could then be converted). The right to dividends on any series of Preferred Stock shall not be cumulative, and no rights shall accrue to holders of any series of Preferred Stock by reason of the fact that dividends thereon are not declared in any period. (b) As authorized by Section 402.5(c) of the California Corporations Code, the provisions of Sections 502 and 503 of the California Corporations Code shall not apply with respect to repurchases by the corporation of Shares of Common Stock or Preferred Stock issued to or held by employees, officers, directors or consultants of the corporation or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, provided that such repurchases are not prohibited by Section 2(b) or Section 7(e) hereof. 2. LIQUIDATION PREFERENCE. (a) In the event of any liquidation, dissolution or winding up of the corporation, either voluntary or involuntary, each holder of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, by reason of their ownership of such stock, prior and in preference to any distribution of any of the assets of this Corporation to the holders of the -2- Common Stock or stock of any other class or series ranking junior as to the assets in liquidation to such Series A Preferred Stock and Series B Preferred Stock, (i) the amount per share of $0.10 for each outstanding share of Series A Preferred Stock then held by them (the "Series A Original Issue Price"), (ii) the amount per share of $0.60 for each outstanding share of Series B Preferred Stock then held by them (the "Series B Original Issue Price"), and (iii) an amount equal to any dividends declared but unpaid on any shares of Series A Preferred Stock and Series B Preferred Stock held by such holder. If, upon the occurrence of such event, the assets and funds thus distributable among the holders of Series A Preferred Stock and Series B Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among all holders of Series A Preferred Stock and Series B Preferred Stock in proportion to their respective preferences that would have been payable in respect of the shares held by them upon such distribution if all preferences on or with respect to such shares were paid in full. (b) After the payment or the setting apart of payment to the holders of the Series A Preferred Stock and the Series B Preferred Stock of the preferential amounts so payable to them, the holders of Common Stock shall be entitled to receive $.05 per share for each outstanding share of Common Stock then held by them and, in addition, an amount equal to all declared and unpaid dividends on the Common Stock then held by them. If the assets or surplus funds remaining after the completion of the distribution required by subsection (a) of this Section 2 are insufficient to provide for payment of their full preferential amount described in the previous sentence, each holder of Common Stock shall receive a pro rata share of the assets and funds legally available for distribution of the corporation corresponding to the percentage of outstanding Common Stock held by that holder. (c) After the payment or the setting apart of payment to the holders of Preferred Stock and Common Stock of the preferential amounts so payable to them, such assets and funds as are then available shall be distributed ratably among the holders of Preferred Stock and Common Stock based on the number of shares of Common Stock held, assuming conversion of the Preferred Stock. (d) A consolidation or merger of this corporation with or into any other corporation or other entity or person, or a sale, conveyance, or disposition of all or substantially all of the assets of the corporation or the effectuation by the corporation of any reorganization or any other transaction or series of related transactions in which more than 50% of the voting power of the corporation is transferred, shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2 but shall instead be treated pursuant to Section 5 hereof. -3- 3. REDEMPTION. (a) To the extent allowed by law, the corporation shall redeem shares of Preferred Stock upon the request of the holders thereof in accordance with subsections (b) through (d) of this Section 3. The redemption price for each series of Preferred Stock shall be equal to the sum of all unpaid dividends declared with respect to such series (as adjusted for stock splits, stock dividends or similar recapitalizations) pursuant to Section 1 hereof plus the amount of the Original Issue Price for such series (the "Series A Redemption Price" or "the Series B Redemption Price," as applicable) (the "Series A Redemption Price" and the "Series B Redemption Price" are each sometimes referred to as the "Redemption Price"). (b) At least 90 but no more than 120 days prior to July 19, 1996, any holder(s) of any series of Preferred Stock desiring that a redemption be made shall make a written request that the corporation's Preferred Stock be made eligible for redemption. Within fifteen (15) days following the corporation's receipt of such request, a written notice ("Redemption Notice") shall be mailed, postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of Preferred Stock, at the address last shown on the records of the corporation for such holder or given by the holder to the corporation for the purpose of notice. The Redemption Notice shall state that a request to redeem has been received, that each holder of Preferred Stock has the right under these Amended and Restated Articles of Incorporation to vote to have the shares of Preferred Stock concurrently redeemed and that such redemption requires the approval of the holders of at least 66-2/3% of the outstanding shares of Preferred Stock. The Redemption Notice shall also specify the date (the "Redemption Date") on which such redemption of Preferred Stock is to be effected (which such date shall be the later of (a) the sixtieth (60th) day after the date on which the Redemption Notice is mailed or, if such sixtieth (60th) day is not a business day, the first business day thereafter) or (b) July 19, 1996, the applicable Redemption Price, the place at which payment may be obtained, and the manner in which, and the place at which certificate(s) may be surrendered. On the Redemption Date, if the holders of at least 66-2/3% of the Preferred Stock have elected to have the outstanding shares of Preferred Stock redeemed, the corporation shall redeem, in accordance with this Section 3, all shares of Preferred Stock. Except as provided in subsection 3(d), on or after the Redemption Date, each holder of the series of Preferred Stock shall surrender to the corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the applicable Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. -4- (c) From and after the close of business on any Redemption Date, unless there shall have been a default in payment of the applicable Redemption Price, all rights of the holders of the shares to be redeemed on such date as holders of such shares (except the right to receive the applicable Redemption Price without interest upon surrender of their certificate or certificates) shall cease with respect to such shares and such shares shall not thereafter be transferred on the books of the corporation or be deemed to be outstanding for any purpose whatsoever. (d) On or prior to the Redemption Date, the corporation shall deposit the applicable Redemption Price for all outstanding shares of the series of Preferred Stock to be redeemed with a bank or trust company having aggregate capital and surplus in excess of $100,000,000, as a trust fund for the benefit of the respective holders of such shares. Simultaneously, the corporation shall deposit irrevocable instruction and authority to such bank or trust company to pay, on and after the date fixed for redemption or prior thereto, the Redemption Price to the holders of the series of shares to be redeemed upon surrender of their certificates therefor. Any moneys deposited by the corporation pursuant to this subsection 3(d) for the redemption of shares that are thereafter converted into shares of Common Stock pursuant to Section 4 hereof no later than the close of business on the Redemption Date shall be returned to the corporation forthwith upon such conversion. The balance of any moneys deposited by the corporation pursuant to this subsection 3(d) remaining unclaimed at the expiration of one year following the Redemption Date shall thereafter be returned to the corporation, provided that the shareholder to which such moneys would be payable hereunder shall be entitled, upon proof of its ownership of the stock to be redeemed and payment of any bond requested by the corporation, to receive such moneys but without interest from the Redemption Date. 4. CONVERSION. The holders of each series of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): (a) RIGHT TO CONVERT. (i) Subject to subsection (c) of this Section 4, each share of each series of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share and prior to the close of business on any Redemption Date as may have been filed in any Redemption Notice with respect to such share, at the office of this corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price for that series by the Conversion Price at the time in effect for such series. The initial conversion price per share (the "Conversion Price") for shares of Series A Preferred Stock shall be $.10 and for shares of Series B Preferred Stock shall be $.60. Such initial Conversion Price shall be subject to adjustment as set forth in subsection (c) of this Section 4. (ii) Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price than in effect for the series of which it is a part (A) immediately upon the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to an effective registration statement under the Securities Act of 1933, as amended, which results in aggregate cash proceeds to this corporation of at least $7,500,000 and the public offering price of which (before underwriters commissions and expenses) is not less than $4.00 per share (adjusted to reflect any subsequent stock splits, stock dividends or recapitalizations); or (B) upon the approval of the conversion of the Preferred Stock by holders of 51% of the then-outstanding shares of Preferred Stock, (b) MECHANICS OF CONVERSION. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for the Preferred Stock, and shall give written notice by mail, postage prepaid, to this corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued; provided, however, that in the event of an automatic conversion pursuant to Section 4(a)(ii), the outstanding shares of -6- Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the corporation or its transfer agent, and provided further that the corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificate evidencing such shares of Preferred Stock are either delivered to the corporation or its transfer agent, or the holder notifies the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Any conversion pursuant to Section 4(a)(i) shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering stock for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event, the tendering holder(s) of stock shall not be deemed to have converted such stock until immediately prior to the closing of such sale of securities. (c) CONVERSION PRICE ADJUSTMENTS. The Conversion Price of the Series A Preferred Stock and Series B Preferred Stock shall be subject to adjustment from time to time as follows: (i) (A) If the corporation shall issue any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price to any series of the Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for that series of Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing the total computed under clause (x) below by the total computed under clause (y) below as follows: -7- (x) an amount equal to the sum of (1) the aggregate purchase price of the shares of the series of Preferred Stock with respect to which the adjustment is being made, plus (2) the aggregate consideration, if any, received by the corporation for all Additional Stock issued or deemed to be issued since July 19, 1991 (the "Purchase Date"); (y) an amount equal to the sum of (1) the aggregate purchase price of the shares of the series of Preferred Stock with respect to which the adjustment is being made, divided by the Conversion Price for such shares in effect at the Purchase Date (or such higher or lower Conversion Price for such series as results from the application of subsections (c)(iii) and (iv) of this Section 4, and assuming that these Restated Articles were in effect as of the Purchase Date) plus (2) the number of shares of Additional Stock issued or deemed to be issued since the Purchase Date (increased or decreased to the extent that the number of such shares of Additional Stock shall have been increased or decreased as the result of the application of subsections (c)(iii) and (iv) of this Section 4). (B) No adjustment of the Conversion Price for any series of Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and taken into account in any subsequent adjustment. Except to the limited extent provided for in subsections (c)(i)(E)(3) and (c)(i)(E)(4) of this Section 4, no adjustment of such Conversion Price shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment. (C) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by this corporation for any underwriting or otherwise in connection with the issuance and sale thereof. -8- (D) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors irrespective of any accounting treatment. (E) In the case of the issuance of options to purchase (including without limitation warrants or other similar rights) or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities (which are not excluded from the definition of Additional Stock), the following provisions shall apply: 1. The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections (c)(i)(C) and (c)(i)(D) of this Section 4), if any, received by the corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; provided, however, that no further adjustment in the Conversion Price shall be made upon the subsequent issue of Additional Stock upon exercise of such options or rights; 2. The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections (c)(i)(C) and (c)(i)(D) of this Section 4); provided, however, that no further adjustment in the Conversion Price shall be made upon the subsequent issuance of the Additional Stock delivered upon the conversion or in exchange for such convertible or exchangeable securities or upon the issuance of such convertible or exchangeable securities on the exercise of such options or rights; -9- 3. In the event of any change in the number of shares of Common Stock deliverable (or any change in the consideration payable) upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price in effect at the time for each series of Preferred Stock shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment that was made upon the issuance of such options, rights or securities not converted prior to such change been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock (or the actual payment of consideration to the corporation) upon the exercise of any such options or rights or the conversion or exchange of such securities; 4. Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price for each series of Preferred Stock shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment that was made upon the issuance of such options, rights or securities or options or rights related to such securities been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. (ii) "Additional Stock" shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection (c)(i)(E) of this Section 4) by this corporation after the Purchase Date other than (A) Common Stock issued pursuant to a transaction described in subsection (c)(iii) of this Section 4, (B) up to 1,900,000 shares of Common Stock issuable or issued to founders, employees, consultants or directors of this corporation primarily for the purpose of soliciting or retaining their services pursuant to a stock option plan or restricted stock plan or other arrangement approved by the directors of this corporation, (C) Common Stock issued or issuable upon conversion of the Series A Preferred Stock, (D) Common Stock issued or issuable upon conversion of the Series B Preferred Stock, and (E) Common Stock issued pursuant to equipment leasing or financing arrangements approved by the directors of this corporation. (iii) In the event the corporation should, at any time or from time to time after the Purchase Date, fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of each series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each such series shall be increased in proportion to such increase of outstanding shares determined in accordance with subsection (c).i)(E) hereof. (iv) If the number of shares of Common outstanding at any time after the Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Prices for each series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each such series shall be decreased in proportion to such decrease in outstanding shares. -11- (d) OTHER DISTRIBUTIONS. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 4(c) hereof, then, in each such case for the purpose of this subsection (d), the holders of each series of the Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the corporation entitled to receive such distribution. (e) RECAPITALIZATIONS. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or Section 5), provision shall be made so that the holders of each series of Preferred Stock shall thereafter be entitled to receive, upon conversion of the Preferred Stock, the number of shares of stock or other securities or property of the corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Preferred Stock after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Conversion Prices then in effect and the number of shares purchasable upon conversion of each series of the Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable. (f) NO IMPAIRMENT. This corporation will not, by amendment of its Restated Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution. issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terns to be observed or performed hereunder by this corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect against impairment of the Conversion Rights of the holders of each series of Preferred Stock. (g) NO FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS. (i) No fractional shares shall be issued upon conversion of any series of Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share, determined on the basis of the total number of shares of the series of Preferred Stock that the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. -12- (ii) Upon the occurrence of each adjustment or readjustment of the Conversion Prices of a series of Preferred Stock pursuant to this Section 4, this corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of that series of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. Th. corporation shall, upon the written request at any time of any holder of any series of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Prices at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of that series of Preferred Stock. (h) NOTICES OF RECORD DATE. In the event of any taking by this corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, this corporation shall mail to each holder of Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right. (i) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. This corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of each series of Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of all series of the Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Preferred Stock, this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. -13- (j) NOTICES. Any notice required by the provisions of this Section 4 to be given to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing on the books of this corporation. 5. ADJUSTMENT FOR MERGER OR REORGANIZATION. (a) In case of any consolidation or merger of this corporation with or into any other corporation or other entity or person pursuant to which shareholders of the corporation immediately prior to the consolidation or merger own less than a majority of the voting power of the surviving corporation immediately following such merger or consolidation, or a sale, conveyance or disposition of all or substantially all of the assets of the corporation or the effectuation by the corporation of any reorganization or any other transaction or series of related transactions in which more than 50% of the voting power of the corporation is transferred, then the holders of each series of Preferred Stock shall be paid for each share of Preferred Stock in cash, or in securities received from the acquiring corporation, or in a combination thereof, at the closing of any such transaction, the respective portions of such stock or securities that each would have received under Section 2 if the corporation were liquidating, computed in the same manner as if the corporation's available assets were actually being distributed to all shareholders (even though holders of Common Stock ate not or may not he entitled to receive any actual distribution upon such deemed liquidation or dissolution). The value of the corporation's assets for purposes of computing the amount to be received by the holders of each series of Preferred Stock pursuant to this Section 4(a) shall be deemed to be (i) the fair market value, as determined by the corporation's board of directors, of all consideration proposed to be paid or exchanged for all of the corporation's outstanding capital stock upon any such merger or consolidation, or (ii) the fair market value, as determined by the corporation's board of directors, of all consideration proposed to be paid to the corporation upon any sale, conveyance or disposition of all or substantially all of the assets of the corporation. -14- (b) In case of any reorganization, consolidation or merger of this corporation with or into another corporation or other entity or person in which this corporation shall survive, other than a merger, consolidation or reorganization described in Section 5(a) above, each share of Preferred Stock shall thereafter be convertible into the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon conversion of such Preferred Stock would have been entitled upon such consolidation, reorganization or merger; and, in any such case, appropriate adjustment (as determined by the Board of Directors of this corporation) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of the Preferred Stock to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the applicable Conversion Rates of each series of Preferred Stock) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Preferred Stock. 6. VOTING RIGHTS. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such share of Preferred Stock could then be converted (with any fractional share determined on an aggregate conversion basis being rounded to the nearest whole share); and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to notice of any shareholders' meeting in accordance with the by-laws of this corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders cf Common Stock have the right to vote. The holders of each series of Preferred Stock and Common Stock shall vote as a single class, except as required by Section 7 or except as otherwise required by law. 7. PROTECTIVE PROVISIONS. So long as any shares of any series of Preferred Stock remain outstanding, the corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of more than fifty percent (50%) of the then-outstanding shares of all series of Preferred Stock, voting together as a single class (except as otherwise provided in subsection 7(h) below): (a) Authorize or issue any new class or series of capital stock on a parity with or having preference over any series of Preferred Stock then outstanding; (b) Offer, issue or sell any equity securities of the corporation or of any subsidiary of the corporation other than the issuance of shares of Common Stock to founders, employees, consultants or directors pursuant to employee option, bonus, or incentive plans or arrangements approved by the Board of Directors; -15- (c) Effect any sale, lease, assignment, transfer or conveyance of all or substantially all the assets of this corporation or any of its subsidiaries, or any consolidation or merger involving the corporation or any of its subsidiaries, or any reclassification or other change of stock or any recapitalization, or any dissolution, liquidation or winding up, of the corporation other than a transaction in which the shareholders of the corporation immediately prior to such transaction will, on account of their holdings in the corporation, hold more than 80 percent of the equity securities of any resulting company. (d) Acquire the assets, business or control of any other corporation or business entity, through merger, consolidation or otherwise or make any other form of investment in any corporation or business entity where the cost to the corporation would exceed $50,000, whether effected in a single transaction or in a series of related transactions, other than assets acquired in the ordinary course of business; (e) Repurchase or redeem any equity securities or pay any dividends on, or make any other distribution with respect to, any equity securities, except for (i) repurchases and redemptions called for by these Restated Articles of Incorporation, or (ii) repurchases of shares of Common Stock issued to employees, consultants or directors of the corporation if repurchased therefrom pursuant to arrangements approved by the Board of Directors; (f) Sell, transfer, or otherwise convey any patents, copyrights, trademarks, or applications therefor or any information that is proprietary or confidential to the corporation, except for licenses or sublicenses granted by the corporation in the ordinary course of its business; (g) Incur any indebtedness in excess of $50,000 in any year; provided, however, that the corporation shall be entitled to incur additional indebtedness if such indebtedness is (i) incurred pursuant to a budget approved by at least two-thirds (2/3rds) of the members of the Board of Directors, or (ii) short-term bank borrowings necessary for working capital requirements; -16- (h) Amend these Amended and Restated Articles of Incorporation if such amendment would materially alter or change the rights, preferences or privileges of the Series A Preferred Stock or the Series B Preferred Stock; (i) Loan more then $25,000 to any party, except that (to the extent permitted by law and to the extent that such sales are permitted under this Article) the corporation may, with the approval of the board of Directors, accept installment promissory notes in payment for Common Stock sold to its employees, directors, officers or consultants; (j) Enter into any agreement with any officer of the corporation or with any corporation, partnership, or other entity in which any such individual is an employee, shareholder, director, or partner, or any entity controlling or controlled by any such person, unless such agreement has been approved in advance by at least two-thirds (2/3rds) of the members of the Board of Directors); (k) Effect any change in the authorized number of Directors; (1) Do any act or thing that would result in taxation of the holders of shares of the Series A Preferred Stock or the Series B Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or any comparable provision of the Internal Revenue Code as hereinafter from time to time amended); or (m) Change in any fundamental respect the business of the corporation. 8. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any shares of Preferred Stock shall be redeemed or converted pursuant to Section 3 or Section 4 hereof, the shares so converted or redeemed shall be cancelled and shall not be issuable by the corporation. -17- ARTICLE IV 1. LIMITATION OF DIRECTORS' LIABILITY. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law. 3. REPEAL OR MODIFICATION. Any repeal or modification of the foregoing provisions of this Article V shall not adversely affect any right of indemnification or limitation of liability of an agent of this corporation relating to acts or omissions occurring prior to such repeal or modification. ARTICLE V The Board of Directors of this corporation shall consist of five (5) members. 3. The foregoing amendment and restatement of articles of incorporation has been duly approved by the board of directors. 4. The foregoing amendment and restatement of articles has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation's Code. The total number of outstanding shares of the Corporation is 1,700,000 common shares, 492,904 Series A Preferred shares and 87,500 Series B Preferred shares. The number of shares of each of the common stock, the Series A preferred stock and the Series B preferred Stock voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50 percent of (i0 the common stock and the Preferred stock, voting together as a class and (ii) the Series A Preferred Stock and Series B Preferred Stock, voting together as a class, and (iii) more than 50% of the common stock voting separately. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Executed at Laguna Beach, California July 31, 1991. /s/ Allan M. Wolfe ------------------------------ Allan M. Wolfe, President /s/ Oran Muduroglu ------------------------------ Oran Muduroglu, Secretary -18- EX-3.1.5 6 voxel_ex030105.txt Exhibit 3.1.5 A432738 FILED MAY 24 1993 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF VOXEL Allan M. Wolfe and Stephen Hart certify that: 1. They are the President and Secretary of Voxel, a California corporation. 2. The first paragraph of Article III of the Articles of Incorporation of this corporation is amended to read in full as follows: "The total authorized capital stock of the corporation consists of 25,000,000 shares, consisting of 15,000,000 shares of common stock ("Common Stock"), and 10,000,000 shares of preferred Stock. The initial series of preferred stock shall be designated "Series A Preferred Stock" and "Series B Preferred Stock." The Series A Preferred Stock shall consist of 492,904 shares and the Series B Preferred Stock shall consist of 6,407,291 shares." 3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sections 905 and 903 of the Corporations Code. The total numer of outstanding shares of Common Stock of the corporation is 1,475,000. The total number of outstanding shares of Series A Preferred Stock of the corporation is 492,904. The total number of outstanding shares of Series B Preferred Stock of the corporation is 6,322,291. The number of shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of (i) the outstanding shares of Common Stock and (ii) the outstanding shares of Series A Preferred Stock and Series B Preferred Stock voting together as a single class. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing Certificate are true and correct of our own knowledge. Executed at Laguna Hills, California, this 14th day of May, 1993. /s/ Allan M. Wolfe ----------------------------------- Allan M. Wolfe, President /s/ Stephen Hart ----------------------------------- Stephen Hart, Secretary -2- EX-3.1.6 7 voxel_ex030106.txt A448202 FILED JUNE 24 1994 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF VOXEL Allan M. Wolfe, M.D., and Stephen Hart certify that: 1. They are the president and the secretary, respectively, of Voxel, a California corporation. 2. Article III of the articles of incorporation of this corporation is amended to read as follows: "The total authorized capital stock of this corporation consists of 25,000,000 shares, consisting of 15,000,000 shares of common stock ("Common Stock"), and 10,000,000 shares of preferred stock. The initial series of preferred stock shall be designated "Series A Preferred Stock" and "Series B Preferred Stock." The Series A Preferred Stock shall consist of 492,904 shares and the Series B Preferred Stock shall consist of 6,407,291 shares. On the amendment of this article, each outstanding 5.145346 shares of Common Stock are combined and converted into one share." 3. The foregoing amendment of articles of incorporation has been duly approved by the board of directors. 4. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of common stock of the corporation is 1,475,000; the total number of outstanding shares of Series A Preferred stock of the corporation is 492,904; the total number of outstanding shares of Series B Preferred stock of the corporation is 6,322,291. The number of shares voting in favor of the amendment in each class and all classes voting as a whole each equaled or exceeded the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Date: June 21, 1994 /s/ Allan M. Wolfe, M.D. ----------------------------------- Allan M. Wolfe, M.D., President /s/ Stephen Hart ----------------------------------- Stephen Hart, Secretary EX-3.1.7 8 voxel_ex030107.txt A469759 FILED DEC 22 1995 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF VOXEL Allan M. Wolfe, MD and Stephen Hart certify that: 1. They are the president and secretary, respectively, of VOXEL, a California corporation. 2. Article III of the Articles of Incorporation of this corporation is amended to read in its entirety as follows: The total authorized capital stock of this corporation consists of 25,000,000 shares, consisting of 15,000,000 shares of common stock ("Common Stock") and 10,000,000 shares of preferred stock. The preferred shares may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of preferred shares and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of preferred shares and, within the limits and restrictions stated In any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.' 3. The foregoing amendment of the articles of incorporation has been duly approved by the board of directors and by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of common stock of the corporation Is 4,228,869. No other class of capital stock is outstanding. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Date: December 20, 1995 /s/ Allan M. Wolfe, M.D. ----------------------------------- Allan M. Wolfe, M.D., President /s/ Stephen Hart ----------------------------------- Stephen Hart, Secretary EX-4.1.1 9 voxel_ex040101.txt Exhibit 4.1.1 A469895 FILED DEC 29 1995 CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS OF SERIES C PREFERRED STOCK OF VOXEL (a California Corporation) The undersigned, Man M. Wolfe, MD, and Stephen J. Hart, certft that 1. They are the duly elected and acting President and Secretary, respectively, of the corporation. 2. Pursuant to authority given by the corporation's Articles of Incorporation, as amended, the Board of Directors of the corporation has duly adopted the following recitals and resolutions: WHEREAS, the Articles of Incorporation, as amended, of this corporation provide for a class of shares known as Preferred Stock, no par value per share (the "Preferred Stock"), issuable from time to time in one or more series; and WHEREAS, the Board of Directors of this corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, to fix the number of shares constituting any such series, and to determine the designation thereof, or any of them; and WHEREAS, this corporation does not currently have any shares of Preferred Stock issued and outstanding and the Board of Directors of this corporation desires, pursuant to its authority, to determine and fix the rights, preferences, privileges, and restrictions relating to a series of Preferred Stock and the number of shares constituting and the designation of such series; NOW, THEREFORE, BE IT RESOLVED, the Board of Directors hereby fixes and determines the designation of the number of shares constituting, and the rights, preferences, privileges, and restrictions relating to, a new series of Preferred Stock as follows: (a) DESIGNATION. The series of Preferred Stock designated hereby shall be designated "Series C Preferred Stock." (b) NUMBER: INITIAL ISSUANCE DATE. The number of shares constituting the Series C Preferred Stock shall be 4,000,000 shares. The term "Initial Issuance Date" shall mean the date on which the initial share of Series C Preferred Stock was issued. (c) DIVIDEND RIGHTS. The holders of outstanding Series C Preferred Stock shall be entitled to receive cumulative dividends at the annual rate of eight cents ($0.08) per share. -1- Dividends shall accrue day by day whether or not declared or then due and payable. Any such dividend shall be payable only in shares of Common Stork of this corporation, only upon conversion of shares of Series C Preferred Stock into shares of Common Stock, and only with reined to such shares of Series C Preferred Stock then being converted. The number of shares of Common Stock to be issued as a dividend shall be computed on the basis of the then-current Conversion Price (as that term is defined below). Dividends will be calculated on the basis of a 365-day year and actual days elapsed from the Initial Issuance Date for so long as shares of Series C Preferred Stock shall be outstanding. At the discretion of this corporation's Board of Directors, cash dividends may be declared and paid on shares of Series C Preferred Stock subject to the restrictions on distributions contained In Sections 500, at seq., of the Worlds Corporations Code. Dividends may not be declared and paid on Common Stock for any period during which shares of Series C Preferred Stock are issued and out- standing. Subject to such prohibition, dividends may be paid on the Common Stock, as and when declared by the Board of Directors, out of any funds of this corporation legally available for the payment of dividends. (d) CONVERSION RIGHTS; MECHANICS OF CONVERSION. Subject to subsections (1) and (ii), below, each share of Series C Preferred Stock shall be convertible at the option of the holder thereof at the office of this corporation or its transfer agent into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing $1.00 by the Conversion Price calculated as of the date of conversion. The Conversion Price shall be defined as the lower of (x) the Closing Price of the Common Stock on the Initial Issuance Date of the Series C Preferred Stock or (y) 80% of the Closing Price on the date of such conversion. The (degree)closing Price as of a given date is defined as the average closing bid price of the Common Stock as reported on the Nasdaq Stock Market over the five-day trading period ending on the day prior to such date. (i) None of the Series C Preferred Stock will be convertible prior to 45 days from the Initial Issuance Date of the Series C Preferred Stock. Each holder of Series C Preferred Stock may convert up to one-third of such holder's Series C Preferred Stock on or after 45 days from the Initial Issuance Date of the Series C Preferred Stock. Each holder of Series C Preferred Stock may convert up to an additional one-third of such holder's Series C Preferred Stock on or after 75 days from the Initial Issuance Date of the Series C Preferred Stock. Each holder of Series C Preferred Stock may convert up to an additional one-third of such holder's Series C Preferred Stock on or after 105 days from the Initial Issuance Date of the Series C Preferred Stock. (ii) Each share of Series C Preferred Stock then outstanding shall automati- cally be converted into shares of Common Stock immediately upon the earlier of (q) the twenty-four month anniversary of the initial Issuance Date of the Series C Preferred Stock or (r) the dosing of the corporation's sale of its Common Stock in a registered public offering or a private placement, the gross proceeds of which offering or placement are at least S5,000.000 and the closing date of which offering or placement is at least six months after the Initipl Issuance Date of the Series C Preferred Stock. -2- No fractional shares of Common Stock shall be issued upon conversion of Series C Preferred Stock. in lieu of any fractional share to which the holder would otherwise be entitled, the corporation shall pay cash to sto:h holder in an amount equal to such fraction multiplied by the Conversion Price then in effect. In case of a eispute as to the calculation of the Conversion Prig. the corporation's calculation shall be deemed conclusive. absent manifest error. In order to convert Series C Preferred Stock into full ewes of Common Stock, the holder shall deliver in a single package, by overnight courier, to the. offices of the corporation (i) written notice of the election to convert same, the number of shares of Series C Preferred Stock to be converted. and a calculation of the Conversion Price; and (ii) the certificate or certificates for the shares to be converted or a written notice that such certificate or certificates have been lost, stolen, or destroyed and an executed agreement satisfactory to the corporation to indermdfy the corporation from any loss incurred by it in connection with such certificates. The corporation shall use reasonable efforts to issue and deliver to a holder of Series C Preferred Stock who has complied with the notice and delivery provisions of the preceding paragraph, to the holder's address on the stock books of the corporation. within three (3) business days after such holder's delivery of notice of conversion, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid. The date on which the package as referenced in the preceding paragraph is given to the overnight causer service for delivery shall be deemed to be the date of conversion and the person or persons entitled to receive-the shares of Common Stock issuahle upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. (e) LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or not, during the 105 day period commenting on the Initial Issuance Date of the Series C Preferred Stock, the holders of Series C Preferred Stock shall be entitled to receive, before any amount shall be paid to holders of Comma Stock, an amount per share equal to 51.00 as adjusted for stock splits. combinations, or similar events, and hereafter referred to as the "Original Issue Price." If, upon the oa:urrence of a liquidation, dissolution, or winding up. the assets and surplus funds distributed among the holders of Preferred Stock shall be insuffident to permit the payment to such holders of the full preferential amount, then the entire assets and surplus Rands of the corporation legally available for distribution shall be distributed ratably among the holders of Series C Preferred Stock based on the number of abases held and the Original issue Price. If, upon the eccurrence of a liquidation. dissolution, or winding up. after the payment to the holders of Series C Preferred Stock of the preferential amount. assets or surplus funds remain in the Corporation, the holders of Series C Preferred Stock and Common Stock shall be entitled to receive all such remaining assets and surplus funds as if all shares of Series C Preferred Stock had been converted into Common Stock. After such 105 day period, shares of Series C Preferred Stock shall not be entitled to any liquidation preference. For purposes of this Section (e), a liquidation, dissolution, or winding up of the corporation shall be deemed to b occasioned by, and to include, (i) the corporation's sale of all or substantially ail of its assets, (ii) the acquisition of this corporation by another entity by means of merger or consolkhtdon resulting in the exchange of the outstanding shares of this corporation for securities or consideration Issued. or caused to be issued, by the acquiring corporation or its subsidiary, or (iii) a change in control of the corporation (after the Initial -3- Issuance Date) in a single transaction or a series of related transactions such that the corporation's shareholders of record as constituted immediately prior to such transaction or tansactions will, immediately after such transaction or transactions, hold less than 30% of the voting power of the Corporation (or any successor entity). (f) REDEMPTION RIGHTS. Shares of Series C Preferred Stock shall not be entitled to any redemption rights. (g) PROVISIONS RELATING TO COMMON STOCK. The holders of Common Stock issued and outstanding, except as otherwise provided by law or by this Certificate of Determination, shall have and possess the occlusive right to notice of shareholders' meetings and the exclusive voting rights and powers, and the holders, as such. of the Series C Preferred Stock shall not be entitled to any notice of shareholders' meetings or to vote upon the election of directors or upon any other matter. except if the notice or vote is required by law. (h) REISSUANCE OF SERIES C PREFERRED STOCK. Each share of the Series C Preferred Stock that has been converted or otherwise reacquired in any manner by the corporation after the original issuance thereof shall not be reissued as Series C Preferred Stock, but shall be restored to the status of authorized, but unissued shares of Preferred Stock. (1) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock: and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all than outstanding shares of the Series C Preferred Stock. the Corporation will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. (j) PROTECTIVE PROVISIONS. So long as shares of Series C Preferred Stock are outstanding, the corporation shall not without first obtaining the approval (by vote or written consent. as provided by law) of the holders of at least a majority of the then outstanding shares of Series C Preferred Stock (i) alter or change the rights. preferences, or privileges of the shares of Series C Preferred Stock so as to affect adversely the Series C Preferred Stock (ii) during the 105 day period after the Initial Issuance Date of the Series C Preferred Stock, issue any new class or series of stock; (iii) during the 105 day period after the Initial Issuance Date of the Series C Preferred Stock, issue any Common Stock except pursuant to the exercise of options or warrants outstanding as of the Initial Issuance Date of the Series C Preferred Stock; or -4- (iv) do any act or thing not authorized or contemplated by this Certificate of Determination that would result in taxation of the holders of shares of Series C Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or any comparable provision of the Internal Revenue Code as hereafter from time to time amended). Except as set forth hereinabove, the relative rights, preferences, privileges, and restrictions of the Series C Preferred Stock and the Common Stock shall be identical. RESOLVED, FURTHER, that the President and the Secretary of this corporation are each authorized to execute, verify, and file a certificate of determination of preferences in accordance with California law. 3. The authorized number of shares of Preferred Stock of the corporation is 10,000,000, and the number of shares constituting Series C Preferred Stock, none of which is issued and outstanding on the date hereof, is 4,000,000. -5- IN WITNESS WHEREOF, the undersigned have executed this certificate on December 20, 1995. /s/ Allan M. Wolfe, M.D. ----------------------------------- Allan M. Wolfe, M.D., President /s/ Stephen Hart ----------------------------------- Stephen Hart, Secretary The undersigned, Allan M. Wolfe, MD, and Stephen J. Hart, the President and Secretary, respectively, of Voxel, each dedares under penalty of perjury that the matters set out in the foregoing Certificate are true of his own knowledge. Executed at Laguna Hills, on December 20, 1995. /s/ Allan M. Wolfe, M.D. ----------------------------------- Allan M. Wolfe, M.D., President /s/ Stephen Hart ----------------------------------- Stephen Hart, Secretary EX-4.1.2 10 voxel_ex040102.txt EXHIBIT 4.1.2 STATE OF CALIFORNIA [SEAL] SECRETARY OF STATE I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: That the attached transcript of 2 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of [SEAL] NOV 2 4 2007 -------------------------------------------- /s/ Debra Bowen DEBRA BOWEN Secretary of State ENDORSED - FILED In the office of Secretary of State of the State of California NOV 16 2007 AMENDED OFFICERS CERTIFICATE DECREASING THE AUTHORIZED SERIES C PREFERRED STOCK of VOXEL Michael Anthony, the President and Secretary of Voxel a corporation organized and existing under the California General Corporation Law, in accordance with Section 401(c) thereof, DO HEREBY CERTIFY: 1. I am president and secretary of Voxel. 2. I am familiar with the facts herein certified, and am duly authorized to certify the same. 3. On October 31, 2007 by unanimous consent, the Board of Directors reduced the authorized number of shares of Series C Preferred Stock to zero (0), A true and correct copy of the Board of Directors consent is Incorporated hereto read as in full as Exhibit "A". 4. On October 31, 2007 there were zero (0) outstanding shares of Series C Preferred Stock. 5. The Articles of Incorporation of Voxel authorize the action taken by the Board of Directors In the attached written consent. IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm and ac nowledge the foregoing as true under the penalties of perjury this 31st day of October 2007. By: /s/ Michael Anthony ----------------------------- Name: Michael Anthony Title: President and Secretary -1- ACTION BY WRITTEN CONSENT IN LIEU OF MEETING OF THE BOARD OF DIRECTORS OF VOXEL (A CALIFORNIA CORPORATION) THE UNDERSIGNED BEING THE SOLE METNBET OF THE BOARD OF DIRECTORS (THE "BOARD) OF CAPITAL VOXEL, (THE "COMPANY"), A CALIRNNIA CORPORATION, HEREBY TAKE THE FOLLOWING ACTIONS BY WRITTEN CONSENT PURSUANT TO SECTION 401(C) OF THE CALIFORNIA CORPORATIONS CODE: WHEREAS, THERE ARE CURRENTLY NO OUTSTANDING SERIES C PREFERRED SHARES AND THE COMPANY HAS NO FURTHER USE FOR AUTHORIZED SERIES C PREFERRED SHARES; RESOLVED, THAT THE NUMBER OF AUTHORIZED SERIES C PREFERRED SHARES SHALL BE REDUCED TO ZERO (0); RESOLVED FURTHER, THAT THE EXECUTION OF THE DOCUMENTS BY THE AUTHORIZED OFFICERS OR AGENTS OF THE COMPANY RELATED TO THESE RESOLUTIONS IS AND SHALL BE ENFORCEABLE AND A BINDING ACT AND OBLIGATION OF THE COMPANY WITHOUT THE MOC.ESSITY OF THE SIGNATURE OR ATTESTATION OF ANY DIRECTOR OR THE BOARD, OR AFFIXING OF THE CORPORATE SEAL; AND RESOLVED MIME, THAT THE CEO AND PRESIDENT AND/OR THE SECRETARY OF THE COMPANY ARC HEREBY AUTHORIZED AND DIRECTED TO EXECUTE AND DELIVER ANY INSTRUMENT OR INSTRUMENTS AND TO DO ALL THINGS THAT MAY EFFECTUATE THE TRANSACTIONS HEREBY AUTHORIZED, AND SUCH OFFICERS ARE HEREBY AUTHORIZED TO CARRY OUT THESE RESOLUTIONS IN SUCH MANNER AS HE/SHE MAY DEEM TO BE IN THE BEST INTERESTS OF THE COMPANY; AND RESOLVED FURTHER, THAT THE SECRETARY OF THE COMPANY IS AUTHORIZED AND DIRECTED TO CERTIFY THESE RESOLUTIONS AS REQUIRED; AND OMNIBUS RESOLUTIONS. -------------------- WHEREAS, THE FOREGOING PREAMBLE AND RESOLUTION ARE INTENDED TO PROVIDE BROAD AUTHORIZATION OF THE ACTIONS DESCRIBED THEREIN, WHETHER TAKEN PRIOR OR SUBSEQUENT TO THE DATE THIS UNANIMOUS WRITTEN CONSENT OF THE BOARD IS EXECUTED. RESOLVED, THAT THE BOARD HEREBY RATIFIES AND CONFIRTNG ANY AND ALL ACTS TAKEN IN CONNECTION WITH THE FOREGOING RESOLUTION BY THE DULY ELECTED EXECUTIVE OFFICERS OF THE CORPORATION IN GOOD FAITH HI THEIR CAPACITIES AS SUCH OFFICERS AS THE VALID AND BINDING ACTS OF THE CORPORATION DULY APPROVED BY THE BOARD; AND THIS UNANIMOUS WRITTEN CONSENT ACTION OF THE BOARD O' DIRECTORS OF VOXEL IS HEREBY EXECUTED ON OCTOBER 31, 2007. /S/ MICHAEL ANTHONY -------------------------------- MICHAEL ANTHONY [SEAL] EX-4.1.3 11 voxel_ex040103.txt EXHIBIT 4.1.3 STATE OF CALIFORNIA [SEAL] SECRETARY OF STATE I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: That the attached transcript of 5 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of [SEAL] DEC 2 2 2007 -------------------------------------------- /s/ Debra Bowen DEBRA BOWEN Secretary of State ENDORSED - FILED In the office of Secretary of State of the State of California DEC 12 2007 CERTIFICATE OF DETERMINATION OF PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK of VOXEL 1, Michael Anthony, the President of Vexel a corporation organized and existing under the California Corporations Code, in accordance with Section 401(a) thereof , DO HEREBY CERTIFY: CERTIFICATE OF DETERMINATION OF SERIES B PREFERRED STOCK: - --------------------------------------------------------- That, pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation, the Board of Directors on October 31, 2007 adopted the following resolutions creating a series of Ten Million (10,000,000) shares of voting Preferred Stock designated as Series B Preferred Stock. None of the shares of the series of preferred stock described in this certificate have been issued. RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company in accordance with the provisions of its Articles of Incorporation, a series of voting Preferred Stock of the Company be and it is hereby created, and that the designation and amount thereof and the powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: Section 1. Designation and Amount. There shall be a series of the voting preferred stock of the Company which shall be designated as the "Series B Preferred Stock," $0.001 par value, and the number of shares constituting such series shall be Ten Million (10,000,000), Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series113 Preferred Stock to a number less than that of the shares then outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Company. The holders of Series B Preferred Stock may be referred to herein as "Holders". Section 2. Dividends and Distributions. Subject to the rights of the holders of any shares of any series of preferred stock of the Company ranking prior and superior to the Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock, in preference to the holders of shares of Common Stock, $0.001 par value (the "Common Stock', of the Company and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, dividends at the annual rate of eight cents ($.08) per share all of which dividends must be paid prior to payment of any dividends on Common Stock. -1- Section 3. Voting Rights. The holders of shares of Series B Preferred Stock shall have the following voting rights: (a) Each share of Series B Preferred Stock shall entitle the holder thereof to 10 votes on all matters submitted to a vote of the stockholders of the Company. (b) Except as otherwise provided herein, in the Company's Articles of Incorporation or by law, the holders of shares of Series B Preferred Stock, the holders of shares of Common Stock, and the holders of shares of any other capital stock of the Company having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Company. Section 4. Conversion. The holders of the Series B Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): (a) Right to convert. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the corporation or any transfer agent for such Series B Preferred Stock. Each share of Series B Preferred Stock shall be convertible into ten (10) shares of Common Stock (the "Conversion Price"), in the event that the Company HAS not maintained sufficient common stock to allow for the conversion, at the time of a conversion election, the Company agrees to forthwith take necessary steps to amend its articles of incorporation to provide for sufficient authorized common stock to allow for conversion. (b) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock. Before any holder of Series 13 Preferred Stock shall be entitled to convert the same into full;shares of Common Stock, it shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Company at such office that it elects to convert the same. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred Stock a certificate or certificates, registered in such names as specified by the holder, for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of COMMON Stock, and any accrued and unpaid dividends on the converted Series B Preferred Stock. Such conversion shall be deemed to have been.made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purpoSes AS the record holder or holders of such shares of Common Stock on such date. (c) SUBDIVISION OR COMBINATION OF. COMMON. STOCK. If the Company at any time subdivides (by any stock split, stock dividend cir otherwise) one or more classes of its outstanding shares of common stock into a greater' number of shares, the conversion price in -2- effect immediately prior to such subdivision shall be proportionately reduced, and if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (D) REORGANIZATION. RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any reorganization, reclassification. consolidation, merger or any sale of all or substantially all of the Company's assets to another person (collectively an !'Organic Change') is effected in such a way that holders of shares of all classes of the Company's common stock are entitled to receive (either directly or upon subsequent liquidation) securities or assets with respect to or in exchange for such common stock, then, as a condition to such Organic Change, lawful and adequate provision (in form and substance satisfactory to the Holder) shall be made where the Holder shall thereafter have the right to acquire and receive in lieu of Shares immediately theretofore acquirable and receivable upon the conversion of this Series B Preferred Stock such securities or assets as may be issued or payable with respect to or in exchange for the number of Shares immediately theretofore acquirable and receivable upon exercise of this Series B Preferred Stock had such Organic Change not taken place. In any such CESE, appropriate provision shall be made with respect to the Holder's rights and interests to the end that the provisions of this Section 4 and Sections 5 and 6 shall thereafter be applicable in relation to any securities or assets thereafter deliverable upon the conversion of this Series B Preferred Stock (including, in the case of any such consolidation, merger or sale in which the successor corporation or purchasing corporation is other than the Company, an immediate adjustment of the conversion price to the value of the Shares reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of Shares acquirable and receivable upon conversion of this Series B Preferred Stock, if the value so reflected is less than the conversion price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in form reasonably satisfactory to the Holder) the obligation to deliver to the Holder such securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. (E) NOTICES. (i) Immediately upon any adjustment of the conversion price, the Company shall send written notice thereof to the Holder. (ii) The Company shall send written notice to the Holder at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon shares of any Mass of the Company's common stock, (B) with respect to any peo RATE subscription offer to holders of shares of any class of the Company's common stock, or (C) for determining rights to Vote with respect to any Organic Changes dissolution or liquidation. (iii) The Company shall also give at least fifteen (15) days prior written notice of the date on which ANY Organic Change, dissolution or liquidation shall take place. -3- Section 5. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. The Company shall cause all such shares upon their cancellation to be authorized but unissued shares of Preferred Stock which may be reissued as part of a new series of Preferred Stock, subject to the conditions and restrictions on issuance set forth herein. Section 6. Ranking. The Series B Preferred Stock shall rank junior to all other series of the Company's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. Section 7. Fractional Shares. Series B Preferred Stock may be issued in fractions which are integral multiples of one one-hundredth of a share. Fractions of shares of Series B Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Company. The holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Series B Preferred Stock represented by such depositary receipts. Section 8. Liquidation Preference. In the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or not, the holders of Series B Preferred Stock shall be entitled to receive, before any amount shall be paid to holders of Common Stock, an amount per share equal to $1.00 as adjusted for stock splits, combinations, or sim4r events. If, upon the occurrence of a liquidation, dissolution, or winding up, the asset4 and surplus funds distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and surplus funds of the corporation legally available far distribution shall be distributed ratabr among the holders of Series B Preferred Stock based on the number of shares held and the liquidation preference of $1.00 (as adjusted). If, upon the occurrence of a liquidation, dissolution, or winding up, after the payment to the holders of Series B Preferred Stock of the preferential amount, assets or surplus funds remain in the Corporation, the holders of Series B Preferred Stock and Common Stock shall be entitled to receive all such remaining assets and surplus funds ratably on a per share owned basis. IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm and acknowledge the foregoing as true under the penalties of perjury this lOth day of December, 2007. By: /s/ Michael Anthony ----------------------------- Name: Michael Anthony Title: President and Secretary -4- VERIFICATION The undersigned Michael Anthony, the President, CEO, Secretary and Treasurer of Voxel, declares under penalty of perjury that the matters set out in the foregoing Certificate are true and of his own knowledge. Executed at West Paint Beach, Florida this December 10, 2007. /S/ MICHAEL ANTHONY - -------------------------------- MICHAEL ANTHONY Title: President, CEO, Secretary and Treasurer -5- [SEAL] EX-31.1 12 voxel_10k-123107ex3101.txt CERTIFICATION 31.1 Certification of the Chief Executive Officer and Chief Financial Officer of VOXEL pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Michael Anthony, certify that: 1. I have reviewed this Form 10-K of VOXEL; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and 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 small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer'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 small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer'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 small business issuer's internal control over financial reporting. Date: June 17, 2008 /s/ Michael Anthony - ----------------- Michael Anthony Chief Executive Officer /s/ Michael Anthony - ----------------- Michael Anthony Chief Financial Officer EX-32.1 13 voxel_10k-123107ex3201.txt CERTIFICATION 32.1 Certification of the Chief Executive Officer and Chief Financial Officer of VOXEL pursuant to Section 906 of the Sarbanes Oxley Act of 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of VOXEL (the "Company") for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Michael Anthony, Chief Executive Officer and Chief Financial Officer of VOXEL, certify, pursuant to 18 U.S.C. Section 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 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: June 17, 2008 /s/Michael Anthony ---------------------- Michael Anthony Chief Executive Officer /s/ Michael Anthony ---------------------- Michael Anthony Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----