SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2006 Commission File No. 1-9399
RESEARCH FRONTIERS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 11-2103466
(State of incorporation or organization) (IRS Employer
Identification No.)
240 Crossways Park Drive, Woodbury, N.Y. 11797
(Address of principal executive offices) (Zip Code)
(516) 364-1902
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No __
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-
2 of the Exchange Act. (Check one):
Large accelerated filer [ ]Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of
November 9, 2006, there were outstanding 14,507,508 shares of
Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
Sept. 30,2006
Assets (Unaudited) December 31,2005
Current assets:
Cash and cash equivalents $ 2,965,217 3,644,685
Royalty receivables, net of reserves of
$93,674 in 2006 and $78,674 in 2005 103,750 40,000
Prepaid expenses and other current assets 61,303 138,408
Total current assets 3,130,270 3,823,093
Fixed assets, net 111,143 111,507
Deposits 22,605 22,605
Total assets $ 3,264,018 3,957,205
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 50,674 132,584
Deferred revenue 15,000 5,000
Accrued expenses and other 116,807 173,367
Total liabilities 182,481 310,951
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued
and outstanding 14,328,021 and
13,812,559 shares, respectively 1,433 1,381
Additional paid-in capital 64,527,719 62,577,771
Accumulated deficit (61,447,615) (58,932,898)
Total shareholders' equity 3,081,537 3,646,254
Total liabilities and shareholders' equity $ 3,264,018 3,957,205
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Nine months ended Three months ended
Sept.30,2006 Sept.30,2005 Sept. 30,2006 Sept.30,2005
Fee income $ 126,389 104,992 $ 36,250 26,750
Operating expenses 1,815,160 1,940,971 520,294 629,608
Research and development 890,106 1,077,034 296,548 348,240
2,705,266 3,018,005 816,842 977,848
Operating loss (2,578,877)(2,913,013) (780,592) (951,098)
Net investment income 64,160 95,544 15,680 36,231
Net loss $ (2,514,717)(2,817,469) $ (764,912) (914,867)
Basic and diluted net loss
per common share $ (.18) (.21) $ (.05) (.07)
Weighted average number of
common shares outstanding 13,874,320 13,651,387 13,995,828 13,812,559
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended
Sept. 30,2006 Sept. 30, 2005
Cash flows from operating activities:
Net loss $ (2,514,717) (2,817,469)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 26,251 33,654
Changes in assets and liabilities:
Royalty receivable (63,750) (81,607)
Prepaid expenses and other current assets 77,105 (83,926)
Deferred revenue 10,000 56,250
Accounts payable and accrued expenses (138,470) (220,913)
Net cash used in operating activities (2,603,581) (3,114,011)
Cash flows from investing activities:
Purchase of fixed assets (25,887) (20,181)
Net cash used in investing activities (25,887) (20,181)
Cash flows from financing activities:
Proceeds from issuances of common stock 1,950,000 5,000,000
Net cash provided by financing activities 1,950,000 5,000,000
Net increase (decrease) in cash and cash equivalents (679,468) 1,865,808
Cash and cash equivalents at beginning of year 3,644,685 2,602,063
Cash and cash equivalents at end of period $ 2,965,217 4,467,871
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
September 30, 2006
(Unaudited)
Basis of Presentation
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with U.S. generally
accepted accounting principles (GAAP) for interim financial
information and with the instructions to Rule 10-01 of Regulation S-
X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. All such adjustments are of a normal
recurring nature. Operating results for the three and nine months
ended September 30, 2006 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 2006.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Annual Report on Form 10-K
(Form 10-K) relating to Research Frontiers Incorporated (the
Company) for the fiscal year ended December 31, 2005.
Business
The Company operates in a single business segment which is engaged
in the development and marketing of technology and devices to control
the flow of light. Such devices, often referred to as "light valves" or
suspended particle devices (SPDs), use colloidal particles that are
either incorporated within a liquid suspension or a film, which is
usually enclosed between two sheets of glass or plastic having
transparent, electrically conductive coatings on the facing surfaces
thereof. At least one of the two sheets is transparent. SPD technology,
made possible by a flexible light-control film invented by Research
Frontiers, allows the user to instantly and precisely control the shading
of glass/plastic manually or automatically. SPD technology has
numerous product applications, including: SPD-Smart windows,
sunshades, skylights and interior partitions for homes and buildings;
automotive windows, sunroofs, sun-visors, sunshades, rear-view
mirrors, instrument panels and navigation systems; aircraft windows;
eyewear products; and flat panel displays for electronic products.
SPD-Smart light control film is now being used in architectural,
automotive, marine, aerospace and appliance applications.
Patent Costs
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability of
these items.
Revenue Recognition
The Company has entered into a number of license agreements
covering its light control technology. The Company receives minimum
annual royalties under certain license agreements and records fee
income on a ratable basis each quarter. In instances when sales of
licensed products by its licensees exceed minimum annual royalties,
the Company recognizes fee income as the amounts have been earned.
Certain of the fees are accrued by, or paid to, the Company in advance
of the period in which they are earned resulting in deferred revenue.
Such excess amounts are recorded as deferred revenue and recognized
into income in future periods as earned.
Stock-Based Compensation
Prior to January 1, 2006, the Company accounted for stock-based
employee compensation under the intrinsic value method as outlined
in the provisions of APB Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations while disclosing pro-
forma net income and net income per share as if the fair value method
had been applied in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-
Based Compensation." Under the intrinsic value method, no
compensation expense was recognized if the exercise price of the
Company's employee stock options equaled or exceeded the market
price of the underlying stock on the date of grant. Since the Company
had issued all stock option grants with exercise prices equal to, or
greater than, the market value of the common stock on the date of
grant, through December 31, 2005 no compensation cost was
recognized in the consolidated statements of operations.
Effective January 1, 2006, the Company adopted SFAS No. 123(R),
"Share-based Payment." SFAS No. 123(R) replaces SFAS No. 123 and
supersedes APB Opinion No. 25. SFAS 123(R) requires that all stock-
based compensation be recognized as an expense in the financial
statements and that such costs be measured at the fair value of the
award. This statement was adopted using the modified prospective
method, which requires the Company to recognize compensation
expense on a prospective basis. Therefore, prior period financial
statements have not been restated. Under this method, in addition to
reflecting compensation expense for new share-based payment awards,
expense is also recognized to reflect the remaining vesting period of
awards that had been included in pro-forma disclosures in prior
periods. Since all options outstanding as of December 31, 2005 were
fully vested, and no new options were granted during the first nine
months of 2006, there was no compensation expense recognized for
those options in the consolidated statement of operations for the nine
months ended September 30, 2006. SFAS 123(R) also requires that tax
benefits related to stock option exercises be reflected as financing cash
inflows instead of operating cash inflows. For the nine months ended
September 30, 2006, this new treatment resulted in no change in cash
flows from financing activities or cash flows from operating activities.
Because there were no options granted during the quarter ended
September 30, 2006, there was no impact on net loss for the three
months ended September 30, 2006 regardless of whether the Company
had consistently measured the compensation cost for the Company's
stock option grants under the fair value method adopted in fiscal 2006.
The Company expects that the adoption of SFAS No. 123(R) could
have a material effect on the Company's consolidated financial
statements, depending upon the number and terms of stock options
issued by the Company in the future. The adoption of SFAS No.
123(R) had no impact on previously granted options, since all options
granted prior to January 1, 2006 are fully vested.
In 1998, the shareholders approved a stock option plan (1998 Stock
Option Plan) which provides for the granting of both incentive stock
options at the fair market value at the date of grant and nonqualified
stock options at or below the fair market value at the date of grant to
employees or non-employees who, in the determination of the Board
of Directors, have made or may make significant contributions to the
Company in the future. The Company may also award stock
appreciation rights or restricted stock under this plan. The Company
initially reserved 540,000 shares of its common stock for issuance
under this plan. In 1999, the Company's shareholders approved an
additional 545,000 shares for issuance under this Plan, and in each of
2000 and 2002, the Company's shareholders approved an additional
600,000 shares for issuance under this Plan. In 2006, the Company's
shareholders approved an additional 675,000 shares for issuance under
this Plan. As of September 30, 2006, awards for 816,779 shares of
common stock were available for issuance under this Plan.
At the discretion of the Board of Directors, options expire in ten years
or less from the date of grant and are generally fully exercisable upon
grant but in some cases may be subject to vesting in the future. Full
payment of the exercise price may be made in cash or in shares of
common stock valued at the fair market value thereof on the date of
exercise, or by agreeing with the Company to cancel a portion of the
exercised options. When an employee exercises a stock option through
the surrender of options held, rather than of cash for the option
exercise price, compensation expense is recorded in accordance with
APB Opinion No. 25. Accordingly, compensation expense is recorded
for the difference between the quoted market value of the Company's
common stock at the date of exchange and the exercise price of the
option.
The following summarizes the shares of common stock under option
for all plans at December 31, 2005 and September 30, 2006, and the
activity with respect to options for the nine months ended September
30, 2006:
Number of Shares Weighted Average
Subject to Option Exercise Price
Balance at December 31, 2005 2,690,993 $ 11.45
Granted -- --
Cancelled (126,400) 9.63
Exercised -- --
Balance at September 30, 2006 2,564,593 $ 11.52
The following table summarizes information about stock options at
September 30, 2006:
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Options Contractual Exercise Shares Exercise
Exercise Price Outstanding Life (Years) Price Exercisable Price
$3.00 to $6.00 388,433 7.11 $ 5.86 388,433 $ 5.86
$6.01 to $7.50 636,750 2.63 $ 7.12 636,750 $ 7.12
$7.51 to $9.00 457,800 2.69 $ 8.38 457,800 $ 8.38
$9.01 to $12.00 328,060 6.60 $10.72 328,060 $ 10.72
$12.01 to $15.00 319,250 5.40 $13.30 319,250 $ 13.30
$15.01 to $19.00 107,000 4.16 $18.99 102,000 $ 19.00
$19.01 to $37.03 327,300 4.45 $27.77 327,300 $ 27.77
2,564,593 4.47 $11.52 2,559,593 $ 11.50
During 2005, the Company issued options to a consultant to purchase
500 shares of common stock at an exercise price of $5.60 per share
and recorded $1,483 of non-cash expense in connection with the
issuance of these options.
Shareholders' Equity
Issuance of Common Stock
For the nine months ended September 30, 2006, the Company received
$1,950,000 of net cash proceeds from the issuance to accredited
investors of 515,462 shares of its common stock.
For the nine months ended September 30, 2005, the Company received
$5,000,000 of net cash proceeds from the issuance to institutional
investors of one million shares of its common stock and the issuance
of five-year warrants to purchase 200,000 shares of common stock at
an exercise price of $7.50 per share.
Treasury Stock
The Company did not repurchase any of its stock during the nine
months ended September 30, 2006 or 2005.
Subsequent Event
In October 2006, the Company raised an additional $700,000 in net
proceeds in connection with the registered sales to accredited investors
of 179,487 shares of its common stock.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Accounting Policies
The following significant accounting policies are important to
understanding our financial condition and results of operations and
should be read as an integral part of the discussion and analysis of the
results of our operations and financial position. For additional
accounting policies, see note 2 to our consolidated financial
statements, "Summary of Significant Accounting Policies" contained
in the Company's Annual Report on Form 10-K.
The Company has entered into a number of license agreements
covering potential products using the Company's SPD technology.
The Company receives minimum annual royalties under certain license
agreements and records fee income on a ratable basis each quarter. In
instances when sales of licensed products by its licensees exceed
minimum annual royalties, the Company recognizes fee income as the
amounts have been earned. Certain of the fees are accrued by, or paid
to, the Company in advance of the period in which they are earned
resulting in deferred revenue.
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability of
these items.
All of our research and development costs are charged to
operations as incurred. Our research and development expenses
consist of costs incurred for internal and external research and
development. These costs include direct and indirect overhead
expenses.
The Company has historically used the Black-Scholes option-
pricing model to determine the estimated fair value of each option
grant. The Black-Scholes model includes assumptions regarding
dividend yields, expected volatility, expected lives, and risk-free
interest rates. These assumptions reflect our best estimates, but these
items involve uncertainties based on market conditions generally
outside of our control. As a result, if other assumptions had been used
in the current period, stock-based compensation expense could have
been materially impacted. Furthermore, if management uses different
assumptions in future periods, stock-based compensation expense
could be materially impacted in future years.
On occasion, the Company may issue to consultants either
options or warrants to purchase shares of common stock of the
Company at specified share prices. These options or warrants may
vest based upon specific services being performed or performance
criteria being met. In accordance with Emerging Issues Task Force
Issue 96-18, Accounting for Equity Instruments that are Issued to
Other than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services, the Company would be required to record
consulting expenses based upon the fair value of such options or
warrants on the date that such options or warrants vest as determined
using a Black-Scholes option pricing model. Depending upon the
difference between the exercise price and the market price of the
Company's common stock on the date that such options or warrants
vest, the amount of non-cash expenses that could be recorded as a
result of the vesting of such options or warrants can be material.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements,
and reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from these estimates. An example
of a critical estimate is the full valuation allowance for deferred taxes
that was recorded based on the uncertainty that such tax benefits will
be realized in future periods.
Results of Operations for the Nine Month Periods
Ended September 30, 2006 and 2005
The Company's fee income from licensing activities for the first nine
months of 2006 was $126,389, as compared to $104,992 for the first
nine months of 2005. This difference in fee income was primarily the
result of the timing and amount of minimum annual royalties paid, and
the date of receipt of such payment on certain license agreements, by
end-product licensees. Certain license fees, which are paid to the
Company in advance of the accounting period in which they are earned
resulting in the recognition of deferred revenue for the current
accounting period, will be recognized as fee income in future periods.
Also, licensees may offset some or all of their royalty payments on
sales of licensed products for a given period by applying these advance
payments towards such earned royalty payments.
Operating expenses decreased by $125,811 for the first nine months
of 2006 to $1,815,160 from $1,940,971 for the first nine months of
2005. This decrease was primarily the result of lower insurance,
consulting, patent and depreciation expenses and lower stock listing fees.
Research and development expenditures decreased by $186,928 to
$890,106 for the first nine months of 2006 from $1,077,034 for the
first nine months of 2005. This decrease was primarily the result of
decreased payroll, depreciation, materials, consulting and insurance
expenses.
The Company's net investment income for the first nine months of
2006 was $64,160, as compared to net investment income of $95,544
for the first nine months of 2005. This difference was primarily due to
lower cash balances available to invest partially offset by higher
interest rates during 2006.
As a consequence of the factors discussed above, the Company's net
loss was $2,514,717 ($0.18 per common share) for the first nine
months of 2006 as compared to $2,817,469 ($0.21 per common share)
for the first nine months of 2005.
Results of Operations for the Three Month Periods
Ended September 30, 2006 and 2005
The Company's fee income from licensing activities for the third
quarter of 2006 was $36,250, as compared to $26,750 for the third
quarter of 2005. This difference in fee income was primarily the result
of new license agreements entered into, the timing and amount of
minimum annual royalties paid, and the date of receipt of such
payment on certain license agreements, by end-product licensees.
Certain license fees, which are paid to the Company in advance of the
accounting period in which they are earned resulting in the recognition
of deferred revenue for the current accounting period, will be
recognized as fee income in future periods. Also, licensees may offset
some or all of their royalty payments on sales of licensed products for
a given period by applying these advance payments towards such
earned royalty payments.
Operating expenses decreased by $109,314 for the third quarter of
2006 to $520,294 from $629,608 for the third quarter of 2005. This
decrease was primarily the result of lower insurance, consulting,
patent, and marketing expenses, and lower professional and stock
listing fees, partially offset by higher payroll expenses.
Research and development expenditures decreased by $51,692 to
$296,548 for the third quarter of 2006 from $348,240 for the third
quarter of 2005. This decrease was primarily the result of decreased
payroll, insurance, and depreciation expenses, and lower consulting
fees and materials costs.
The Company's net investment income for the third quarter of 2006
was $15,680, as compared to net investment income of $36,231 for the
third quarter of 2005. This difference was primarily due to lower cash
balances available to invest, partially offset by higher interest rates
during 2006.
As a consequence of the factors discussed above, the Company's net
loss was $764,912 ($0.05 per common share) for the third quarter of
2006 as compared to $914,867 ($0.07 per common share) for the third
quarter of 2005.
Financial Condition, Liquidity and Capital Resources
During the first nine months of 2006, the Company's cash and cash
equivalent balance decreased by $679,468 principally as a result of
cash used to fund the Company's operating activities of $2,603,581,
partially offset by $1,950,000 of net proceeds received from the
issuance of common stock. At September 30, 2006, the Company had
working capital of $2,947,789 and its shareholders' equity was
$3,081,537.
The Company occupies premises under an operating lease agreement
which expires on January 31, 2014 and requires minimum annual rent
which rises over the term of the lease to approximately $138,269.
In August 2006, the Company raised $2 million million in capital
($1,950,000 in net proceeds after deducting expenses related to the
offering) in connection with the registered sale to accredited investors
of 515,462 shares of its common stock. In October 2006, the Company
raised an additional $700,000 in net proceeds in connection with the
registered sales to accredited investors of 179,487 shares of its
common stock. In February 2005, the Company raised $5 million in
net proceeds in connection with the registered sale to institutional
investors of one million shares of its common stock and the issuance
of five-year warrants to purchase 200,000 shares of common stock at
an exercise price of $7.50 per share.
The Company expects to use its cash to fund its research and
development of SPD light valves and for other working capital
purposes. The Company's working capital and capital requirements
depend upon numerous factors, including the results of research and
development activities, competitive and technological developments,
the timing and cost of patent filings, the development of new licensees
and changes in the Company's relationships with its existing licensees.
The degree of dependence of the Company's working capital
requirements on each of the foregoing factors cannot be quantified;
increased research and development activities and related costs would
increase such requirements; the addition of new licensees may provide
additional working capital or working capital requirements, and
changes in relationships with existing licensees would have a favorable
or negative impact depending upon the nature of such changes. Based
upon existing levels of cash expenditures, existing cash reserves and
budgeted revenues, the Company believes that it would not require
additional funding until mid-to-late 2007. There can be no assurance
that expenditures will not exceed the anticipated amounts or that
additional financing, if required, will be available when needed or, if
available, that its terms will be favorable or acceptable to the
Company. Eventual success of the Company and generation of positive
cash flow will be dependent upon the extent of commercialization of
products using the Company's technology by the Company's licensees
and payments of continuing royalties on account thereof.
New Accounting Standards
In December 2004, the Financial Accounting Standards Board,
or FASB, issued SFAS No. 123R "Share Based Payment," which
replaces SFAS No. 123 and supersedes APB No. 25. SFAS No. 123R
requires that the cost resulting from all share-based payment
transactions be recognized in the consolidated financial statements.
This statement applies to all share-based payment transactions in
which an entity acquires goods or services by issuing its shares,
options or other equity instruments. This statement establishes fair
value as the measurement objective in accounting for share-based
payment arrangements and requires all entities to apply a
fair-value-based measurement method in accounting for share-based
payment transactions with employees, except for equity instruments
held by employee share ownership plans. This statement is effective as
of the beginning of the first annual reporting period that begins after
June 15, 2005, which was the Company's first fiscal quarter of 2006.
The Company expects that the adoption of SFAS No. 123R could have
a material effect on the Company's consolidated financial statements,
depending upon the number and terms of stock options issued by the
Company in the future. The adoption of SFAS No. 123R had no
impact on previously granted options, since all options granted prior
to January 1, 2006 are fully vested.
Item 1A. Risk Factors
See the Company's Annual Report on Form 10-K for the year ended
December 31, 2005 for a description of Risk Factors. There has
been no material change in risk factors since that filing.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 3 has been disclosed in Item 7A of
the Company's Annual Report on Form 10-K for the year ended
December 31, 2005. There has been no material change in the
disclosure regarding market risk.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on
Form 10-Q, the Company carried out an evaluation, under the
supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures
are effective in timely alerting them to material information relating
to the Company (including its consolidated subsidiary) required to
be included in the Company's periodic SEC filings. There were no
changes in the Company's internal control over financial reporting
during the quarterly period ended September 30, 2006 that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Forward Looking Statements
The information set forth in this Report and in all publicly
disseminated information about the Company, including the
narrative contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" above, includes
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and is subject to
the safe harbor created by that section. Readers are cautioned not to
place undue reliance on these forward-looking statements as they
speak only as of the date hereof and are not guaranteed.
PART II. OTHER INFORMATION
Item 6. Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification of Robert L. Saxe-Filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary-Filed herewith.
32.1 Section 1350 Certification of Robert L. Saxe- Filed herewith.
32.2 Section 1350 Certification of Joseph M. Harary- Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunder duly authorized.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
/s/ Robert L. Saxe
Robert L. Saxe, Chairman
(Principal Executive Officer)
/s/ Joseph M. Harary
Joseph M. Harary, President and Treasurer
(Principal Financial, and Accounting Officer)
Date: November 9, 2006