- Securities Registration Statement (S-1/A)
February 10 2009 - 5:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
February 10, 2009
Registration No. 333-153549
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 5
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Velocity Portfolio Group,
Inc.
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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6153
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65-00008422
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(State or Other Jurisdiction
of
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(Primary Standard
Industrial
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(I.R.S. Employer
Number)
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Incorporation or
Organization)
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Classification Code Number)
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1800 Route 34 North
Building 4, Suite 404A
Wall, NJ 07719
(732) 556-9090
(Address, including
Zip Code, and Telephone Number, including Area Code, of
Registrants Principal Executive Offices)
John C. Kleinert
President and Chief Executive Officer
1800 Route 34 North
Building 4, Suite 404A
Wall, NJ 07719
(732) 556-9090
(Name, Address and
Telephone Number of Agent for Service)
Copies to:
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Douglas S. Ellenoff, Esq.
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Steven M. Skolnick, Esq.
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Sarah E. Williams, Esq.
James J. Mangan, Esq.
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Anita Chapdelaine, Esq.
Michael Lestino, Esq.
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Ellenoff Grossman & Schole LLP
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Lowenstein Sandler PC
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150 East 42nd Street, 11th Floor
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65 Livingston Avenue
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New York, New York 10017
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Roseland, New Jersey 07068-1791
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(212) 370-1300
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(973) 597-2500
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Fax:
(212) 370-7889
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Fax: (973) 597-2400
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As soon as practicable after the
effective date of this Registration Statement
(Approximate Date of
Commencement of Proposed Sale to the Public)
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box.
x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration number of the earlier effective registration
statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration number of the
earlier effective registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration number of the
earlier effective registration statement for the same
offering.
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2
of the
Exchange Act. (Check one):
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Large
accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller reporting
company
þ
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(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Proposed Maximum
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Offering Price
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Aggregate
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Amount of
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Title of Each Class of Securities to be Registered
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Amount to be Registered(1)
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per Unit(1)
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Offering Price(1)
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Registration Fee
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Units, each consisting of one share of Common Stock,
$.001 par value, one Class A Warrant, one Class B Warrant,
and one Class C warrant(2)
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2,875,000
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$4.75
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$13,656,250
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$537
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Shares of Common Stock included as part of the Units(2)
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2,875,000
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(3)
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Class A Warrants included as part of the Units(2)
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2,875,000
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(3)
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Shares of Common Stock underlying the Class A Warrants
included in the Units(2)(4)
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2,875,000
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$4.75(4)
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$13,656,250
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$537
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Class B Warrants included as part of the Units(2)
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2,875,000
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(3)
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Shares of Common Stock underlying the Class B Warrants
included in the Units(2)(4)
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2,875,000
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$4.75(4)
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$13,656,250
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$537
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Class C Warrants included as part of the Units(2)
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2,875,000
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(3)
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Shares of Common Stock underlying the Class C Warrants
included in the Units(2)(4)
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2,875,000
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$4.75(4)
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$13,656,250
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$537
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Total
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$54,625,000
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$2,148(6)
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(1)
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Estimated solely for the purpose of
calculating the registration fee.
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(2)
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Includes 375,000 units, and
375,000 shares of common stock, 375,000 class A
warrants underlying such units, 375,000 class B warrants
underlying such units, and 375,000 class C warrants
underlying such units which may be issued on exercise of a
30-day
option granted to the underwriters to cover over-allotments, if
any.
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(3)
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No fee pursuant to Rule 457(g).
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(4)
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Calculated in accordance with
Rule 457(g)(2)
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(5)
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Pursuant to Rule 416, there
are also being registered an indeterminable number of additional
securities as may be issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Note to Filing:
This Amendment No. 5 has been filed solely to include as
part of this Registration Statement Exhibit 1.1: Form of
Underwriting Agreement, Exhibit 4.17: Specimen Unit
Certificate, Exhibit 4.18: Specimen Class A Warrant
Certificate, Exhibit 4.19: Specimen Class B Warrant
Certificate, Exhibit 4.20: Specimen Class C Warrant
Certificate, and Exhibit 4.21: Form of Warrant Agreement
between Continental Stock Transfer & Trust Company and
the Registrant.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 13.
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Other
Expenses of Issuance and Distribution.
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The following table shows the costs and expenses, payable in
connection with the sale and distribution of the securities
being registered pursuant to this registration statement. We
will pay all of these amounts. All amounts except the SEC
registration fee are estimated.
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SEC registration fee
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$
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2,148
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FINRA filing fee
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5,964
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Accounting fees and expenses
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225,000
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Legal fees and expenses
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250,000
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NYSE Alternext Listing Fee
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60,000
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Printing fees, transfer agent fees and expenses
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50,000
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Underwriter fees and expenses
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200,000
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Miscellaneous
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6,888
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Total
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$
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800,000
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Item 14.
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Indemnification
of Directors and Officers.
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Our certificate of incorporation provides that all our
directors, officers, employees and agents shall be entitled to
be indemnified by us to the fullest extent permitted under the
Delaware General Corporation Law, provided that they acted in
good faith and that they reasonably believed their conduct or
action was in, or not opposed to, the best interest of our
company.
Our bylaws provide for indemnification of our officers,
directors and others who become a party to an action on our
behalf by us to the fullest extent not prohibited under the
Delaware General Corporation Law. Further, we maintain officer
and director liability insurance.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers, and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. If a claim for indemnification against
such liabilities (other than the payment of expenses incurred or
paid by a director, officer or controlling person in a
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by
controlling precedent, submit to the court of appropriate
jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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Item 15.
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Recent
Sales of Unregistered Securities.
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On July 27, 2007, we consummated the final closing of our
private placement offering of 10.0% convertible subordinated
notes in the aggregate principal amount of $2,350,000, due 2017
to accredited investors. The notes were sold by us through
Anderson & Strudwick, which served as placement agent.
The notes are subordinated in liquidation preference and in
right of payment to all of our then-existing debt and senior in
right of payment and in liquidation preference to any of our
future long term debt.
On September 26, 2007, we consummated an initial closing of
a private placement offering of shares of common stock and
warrants to purchase shares of common stock to accredited
investors. On October 11, 2007, we consummated the second
and final closing of this offering. We sold an aggregate of
43,125 shares at a purchase price of $40.00 per share and
delivered warrants to purchase an aggregate of 8,625 shares
of our common stock. We received aggregate net proceeds of
$1,632,500 from the placement, after payment of
II-1
offering expenses of approximately $10,000 and commissions of
approximately $82,500. We retained Anderson &
Strudwick to act as placement agent. In addition, the placement
agent is entitled to receive 2 year warrants to acquire
2,063 shares of the Companys common stock.
On May 6, 2008, we consummated an initial closing of a
private placement offering of Units comprised of shares of
common stock and warrants to purchase shares of common stock to
accredited investors. On May 19, 2008, we consummated our
second and final closing of the private placement offering. We
sold an aggregate of 47,258 Shares, 40,000 of which were at
a purchase price of $18.00 per share and 7,258 of
which were at a purchase price of $18.60 per Share and delivered
three-year warrants to purchase an aggregate of
11,815 shares of our common stock.
The Warrants entitle the holders to purchase shares of our
common stock reserved for issuance thereunder for a period of
three years from the date of issuance. 10,000 of the warrants
have an exercise price of $22.6 per share and 1,815 of the
warrants have an exercise price of $23.20 per share, or the
holders may receive shares pursuant to a net settled stock
appreciation right provision.
We received net proceeds of $793,650 from the placement, after
payment of offering expenses of approximately $61,350 and
commissions of approximately $50,400. In addition,
Anderson & Strudwick received three-year warrants to
acquire 4,000 shares of our common stock at an exercise
price of $22.60 per share and three-year warrants to
acquire 726 shares of our common stock at an exercise price
of $23.20 per share.
Net proceeds from the sales of securities discussed in this
Item 15 were used primarily for working capital purposes
including, but not limited to, the purchase of distressed
consumer receivable portfolios. All of the offers and sales
referred to above were in private offerings to accredited
investors (as such term is defined in Regulation D) in
reliance upon the exemption provided by Section 4(2) of the
Securities Act and Regulation D promulgated under such act
by the Commission. Each of the purchasers was furnished with
information about us and had the opportunity to verify such
information. Additionally, we obtained a representation from
each purchaser of such purchasers intent to acquire the
securities for the purpose of investment only, and not with a
view toward the subsequent distribution thereof. The securities
bear appropriate legends and we have issued stop transfer
instructions to our transfer agent.
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Item 16.
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Exhibits
and Financial Statement Schedules.
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See the Exhibit Index immediately following the signature
page hereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
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For purposes of determining any liability under the Securities
Act of 1933, to treat the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or 497(h) under the Securities Act of 1933
shall be deemed to be part of this registration statement as of
the time it was declared effective.
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(2) For the purpose of determining any liability under the
Securities Act of 1933, to treat each post-effective amendment
that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-2
SIGNATURES
In accordance with the requirements of the Securities Act, the
Registrant has only caused authorized this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wall, State of New
Jersey, on the 10th day of February, 2009.
VELOCITY PORTFOLIO GROUP, INC.
John C. Kleinert
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
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Person
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Capacity
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Date
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/s/ John
C. Kleinert
John
C. Kleinert
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Chief Executive Officer, President,
Chairman of the Board and Director (Principal Executive Officer)
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February 10, 2009
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*
W.
Peter Ragan Sr.
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Vice President, Director
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February 10, 2009
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*
Steven
Marcus
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Director
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February 10, 2009
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*
Dr. Michael
Kelly
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Director
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February 10, 2009
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*
David
Granatell
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Director
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February 10, 2009
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/s/ James
J. Mastriani
James
J. Mastriani
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Chief Financial Officer, Chief Legal
Officer, Secretary, Treasurer
(Principal Accounting Officer)
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February 10, 2009
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By:
/s/ John
C. Kleinert
Attorney-in-Fact
II-3
Exhibit Index
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Exhibit
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Number
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Description
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1
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.1
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Form of Underwriting Agreement
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3
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.1(A)
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Certificate of Incorporation
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3
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.2 (X)
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Amendment to Certificate of Incorporation
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3
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.3(N)
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Amended and Restated By-laws
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3
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.4(BB)
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Amendment to Certificate of Incorporation
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4
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.1(C)
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Specimen Common Stock certificate
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4
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.2(S)
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Loan and Security Agreement, dated as of January 27, 2005,
by and between Velocity Investments, LLC and Wells Fargo Inc.
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4
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.3(S)
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General Continuing Guaranty, dated January 27, 2005,
executed by Registrant in favor of Wells Fargo Inc.
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4
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.4(S)
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Security and Pledge Agreement, dated as of January 27,
2005, by and between Registrant and Wells Fargo Inc.
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4
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.5(S)
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Subordination Agreement, dated as of January 27, 2005, by
and between Registrant and Wells Fargo Inc.
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4
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.6(T)
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Form of promissory note issued on April 15, 2007
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4
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.8(K)
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Common Stock Purchase Warrant
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4
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.9(U)
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Warrant to Purchase 100,000 Shares of Series A
Convertible Preferred Stock
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4
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.10(U)
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Specimen Series A Convertible Preferred Stock Certificate
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4
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.11(V)
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Common Stock Purchase Warrant
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4
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.13(W)
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Form of Common Stock Warrant
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4
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.14(B)
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2004 Equity Incentive Program
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4
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.15(Z)
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Fourth Amendment to Loan and Security Agreement, dated as of
February 29, 2008, by and between Velocity Investments, LLC
and Wells Fargo Foothill, LLC
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4
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.16(AA)
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Fifth Amendment to Loan and Security Agreement, dated as of
November 1, 2008, by and between Velocity Investments, LLC
and Wells Fargo Foothill, LLC
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4
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.17
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Specimen Unit Certificate
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4
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.18
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Specimen Class A Warrant Certificate
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4
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.19
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Specimen Class B Warrant Certificate
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4
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.20
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Specimen Class C Warrant Certificate
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4
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.21
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Form of Warrant Agreement between Continental Stock
Transfer & Trust Company and the Registrant.
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5
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.1+
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Opinion of Ellenoff Grossman & Schole LLP
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10
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.1(F)
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Employment Contract, dated as of September 8, 2004, by and
between Registrant and James J. Mastriani
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10
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.2(G)
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Independent Consulting Agreement, dated December 16, 2004,
between Registrant and The Del Mar Consulting Group, Inc.
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10
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.3(G)
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Non-qualified Stock Option Agreement, dated December 16,
2004, Between Registrant and The Del Mar Consulting Group, Inc.
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10
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.4(H)
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Employment Agreement, dated as of January 1, 2004, between
John C. Kleinert and STB, Inc. (n/k/a Velocity Portfolio Group,
Inc.)
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10
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.5(H)
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Addendum, dated September 1, 2004, to Employment Agreement,
dated as of January 1, 2004, between John C. Kleinert and
Registrant
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10
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.6(H)
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Employment Agreement, dated as of January 1, 2004, between
John C. Kleinert and J. Holder, Inc.
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10
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.7(H)
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Addendum, dated September 1, 2004, to Employment Agreement,
dated As of January 1, 2004, between John C. Kleinert and
J. Holder, Inc.
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Exhibit
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Number
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Description
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10
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.8(H)
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Employment Agreement, dated as of January 1, 2004, between
Velocity Investments, LLC and W. Peter Ragan, Jr.
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10
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.9(H)
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Addendum, dated September 1, 2004, to Employment Agreement,
dated As of January 1, 2004, between W. Peter Ragan, Jr.
and Velocity Investments, LLC
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10
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.10(H)
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Employment Agreement, dated as of January 1, 2004, between
VOM, LLC and W. Peter Ragan, Sr.
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10
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.11(H)
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Addendum, dated September 1, 2004, to Employment Agreement,
dated As of January 1, 2004, between W. Peter Ragan, Sr.
and VOM, LLC
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10
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.12(H)
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Retainer Agreement, dated as of January 1, 2005, between
Ragan & Ragan, P.C. and Velocity Investments, LLC
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10
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.13(H)
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Retainer Agreement, dated as of January 1, 2005, between
Ragan & Ragan, P.C. and VOM, LLC
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10
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.14(H)
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Retainer Agreement, dated as of January 1, 2005, between
Ragan & Ragan, P.C. and J. Holder, Inc.
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10
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.15(Y)
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Addendum, dated January 1, 2006, to Employment Agreement,
dated as of January 1, 2004, between John C. Kleinert and
Registrant
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10
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.16(Y)
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Addendum, dated January 1, 2006, to Employment Agreement,
dated As of January 1, 2004, between W. Peter Ragan, Jr.
and Velocity Investments, LLC
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10
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.17(Y)
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Addendum, dated January 1, 2006, to Employment Agreement,
dated As of January 1, 2004, between W. Peter Ragan, Sr.
and VOM, LLC
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10
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.18(H)
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Form of Legal Collection Agreement
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10
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.19(I)
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Real Estate Joint Venture Agreement dated June 2, 2005
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10
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.20(K)
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Securities Purchase Agreement dated October 27, 2005
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10
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.21(K)
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Registration Rights Agreement dated October 27, 2005
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10
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.22(K)
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Security Agreement dated October 27, 2005
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10
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.23(K)
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Subsidiary Guarantee dated October 27, 2005
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10
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.24(L)
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Form of Director Indemnification Agreement
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10
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.25(M)
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First Amendment to Loan and Security Agreement by and between
Wells Fargo Inc. and Velocity Investments, L.L.C. dated as of
February 27, 2006
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10
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.26(O)
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Amendment Agreement
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10
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.27(P)
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Second Amendment to Loan and Security Agreement, dated
December 8, 2006
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10
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.28(P)
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Third Amendment to Loan and Security Agreement, dated
February 23, 2007
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10
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.29(Q)
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Agreement of Lease, dated May 2, 2007
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10
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.30(R)
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Registration Rights Agreement, dated September 26, 2007
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10
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.31(BB)
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Form of Lock-up Agreement
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21
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.1(D)
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Subsidiaries of the registrant
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23
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.1+
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Consent of Weiser LLP
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23
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.2+
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Consent of Ellenoff Grossman & Schole LLP (contained
in Exhibit 5.1)
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|
24
|
.1
|
|
Powers of Attorney (contained on
page II-4)
|
|
|
|
A.
|
|
Incorporated by reference to Registrants Registration
Statement on
Form S-18
(File No. 33.13609A) filed with the Securities and Exchange
Commission
|
|
B.
|
|
Incorporated by reference to Registrants Definitive
Information Statement filed with the Securities and Exchange
Commission on March 19, 2004.
|
|
C.
|
|
Previously filed with Registrants Annual Report on
Form 10-KSB
for the year ended December 31, 2004.
|
|
D.
|
|
Filed as part of Amendment No. 1 to the Registration
Statement on
Form SB-2,
File
No. 333-130234,
filed with the Securities Exchange Commission on
December 29, 2005.
|
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E.
|
|
Incorporated by reference to Schedule 13D filed by Lomond
International, Inc. with the Securities and Exchange Commission
on March 10, 2004.
|
|
|
|
F.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 14, 2004.
|
|
G.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
January 5, 2005.
|
|
H.
|
|
Filed as part of Amendment No. 1 to the Registration
Statement on
Form SB-2,
File
No. 333-122062,
filed with the Securities Exchange Commission on March 16,
2005.
|
|
I.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
June 22, 2005
|
|
J.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 7, 2005.
|
|
K.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
October 31, 2005
|
|
L.
|
|
Incorporated by reference to Registrants Quarterly Report
on
Form 10-QSB/A
for the quarter ended September 30, 2005 filed with the
Securities and Exchange Commission on December 2, 2005
|
|
M.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
February 28, 2006.
|
|
N.
|
|
Incorporated by reference to Registrants Quarterly Report
on
Form 10-QSB
for the quarter ended September 30, 2005 filed with the
Securities and Exchange Commission on November 15, 2005.
|
|
O.
|
|
Incorporated by reference to Registrants Current Report on
Form 10-QSB
filed with the Securities and Exchange Commission on
May 22, 2006.
|
|
P.
|
|
Incorporated by reference to Registrants Annual Report on
Form 10-KSB
filed with the Securities and Exchange Commission on
April 5, 2007
|
|
Q.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on May 8,
2007.
|
|
R.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 27, 2007.
|
|
S.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
February 2, 2005.
|
|
T.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
April 19, 2005.
|
|
U.
|
|
Incorporated by reference to Registrants Current Report on
Form SB-2/A
filed with the Securities and Exchange Commission on
April 18, 2006
|
|
V.
|
|
Incorporated by reference to Registrants Current Report on
Form 10-QSB
filed with the Securities and Exchange Commission on
May 22, 2006.
|
|
W.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 27, 2007.
|
|
X.
|
|
Incorporated by reference to Amendment No. 3 to
Registrants Registration Statement on
Form SB-2
(File No. 333130056)
|
|
Y.
|
|
Incorporated by reference to Registrants 2005 Annual
Report on
Form 10-KSB
filed with the Securities and Exchange Commission on
March 31, 2006.
|
|
Z.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K filed with the Securities Exchange Commission on
March 3, 2008.
|
|
|
|
AA.
|
|
Incorporated by reference to Registrants Current Report on
Form 8-K filed with the Securities Exchange Commission on
November 4, 2008.
|
|
BB.
|
|
Filed as part of Amendment No. 1 to Form S-1, File No.
333-153549, filed with the Securities and Exchange Commission on
November 19, 2008.
|
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