Edgar Filing: Derycz Scientific Inc

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2010

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

For the transition period from _____________ to _____________

Commission File No. 333-148392

DERYCZ SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

Nevada		11-3797644
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1524 Cloverfield Blvd., Suite E, Santa Monica, California		90404
(Address of principal executive offices)		(Zip Code)

(310) 477-0354

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit and post such files). Yes ¨ No ¨

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.

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of May 12, 2010, there were 12,961,830 shares of common stock outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION		3

Item 1. Financial Statements (unaudited)		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3. Quantitative and Qualitative Disclosures About Market Risk		19

Item 4. Controls and Procedures		19

PART II — OTHER INFORMATION		19

Item 1. Legal Proceedings		19

Item 1A. Risk Factors		19

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19

Item 3. Defaults Upon Senior Securities		19

Item 4. [Removed and Reserved]		19

Item 5. Other Information		19

Item 6. Exhibits		20

SIGNATURES		21

PART 1 — FINANCIAL INFORMATION

Item 1. Financial Statements

Derycz Scientific, Inc.

Condensed Consolidated Balance Sheets

	March 31,			June 30,
	2010			2009
	(unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	2,248,767		$	1,854,093
Accounts receivable, net of allowance of $35,000		4,138,459			3,499,848
Inventory		9,992			10,188
Prepaid royalties		35,770			217,980
Other current assets		81,735			37,890
TOTAL CURRENT ASSETS		6,514,723			5,619,999

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $281,052 and $188,266		363,860			340,776

INTANGIBLE ASSETS
Customer lists, net of accumulated amortization of $0 and $43,056		-			6,944
Intellectual property licenses, net of amortization of $259,086 and $163,209		712,681			600,887

GOODWILL		223,385			223,385

TOTAL ASSETS	$	7,814,649		$	6,791,991

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Accounts payable	$	4,057,348		$	3,036,615
Capital lease obligation, current		33,008			17,861
Income tax payable		3,054			3,659
Other current liabilities		75,989			116,769
TOTAL CURRENT LIABILITIES		4,169,399			3,174,904

CAPITAL LEASE OBLIGATIONS		52,191			43,617

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock; $0.001 par value; 20,000,000 shares
authorized; no shares issued and outstanding
Common stock; $0.001 par value; 100,000,000 shares
authorized; 12,961,830 shares issued and outstanding		12,962			12,962
Additional paid-in capital		5,453,524			5,450,223
Accumulated deficit		(1,914,870	)		(1,937,072	)

TOTAL STOCKHOLDERS' EQUITY		3,551,616			3,526,113

NONCONTROLLING INTEREST		41,443			47,357

TOTAL EQUITY		3,593,059			3,573,470

TOTAL LIABILITIES AND EQUITY	$	7,814,649		$	6,791,991

See notes to condensed consolidated financial statements

Derycz Scientific, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2010			2009			2010			2009

NET SALES	$	6,201,431		$	3,818,500		$	18,575,589		$	10,448,179

COST OF SALES		4,843,169			2,802,344			14,965,411			8,030,463

GROSS PROFIT		1,358,262			1,016,156			3,610,178			2,417,716

OPERATING EXPENSES:
General and administrative		1,154,177			826,770			3,333,872			2,409,883
Marketing and advertising		60,222			33,267			123,788			71,855
Depreciation and amortization		52,523			58,517			151,017			190,416

TOTAL OPERATING EXPENSES		1,266,922			918,554			3,608,677			2,672,154

INCOME (LOSS) FROM OPERATIONS		91,340			97,602			1,501			(254,438	)

Realized gain on marketable securities		-			60,833			-			33,668
Other income		6,101			-			19,361			-
Interest expense		(1,955	)		(1,753	)		(5,098	)		(32,853	)
Interest income		1,273			2,709			3,578			34,469

INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTEREST		96,759			159,391			19,342			(219,154	)

PROVISON FOR INCOME TAXES		(3,054	)		(35,751	)		(3,054	)		(24,338	)

NET INCOME (LOSS)		93,705			123,640			16,288			(243,492	)

NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST		4,456			(2,823	)		5,914			(534	)

NET INCOME (LOSS) ATTRIBUTABLE TO DERYCZ SCIENTIFIC, INC.	$	98,161		$	120,817		$	22,202		$	(244,026	)

NET INCOME (LOSS) PER SHARE:
BASIC AND DILUTED	$	0.01		$	0.01		$	0.00		$	(0.02	)

WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED		12,961,830			12,961,830			12,961,830			12,939,607

See notes to condensed consolidated financial statements

Derycz Scientific, Inc.

Condensed Consolidated Statement of Stockholders' Equity

For the nine months ended March 31, 2010

(unaudited)

					Additional								Total
	Common stock				paid-in		Accumulated			Noncontrolling			stockholders'
	Shares		Amount		capital		Deficit			Interest			equity

Balance, July 1, 2009		12,961,830		12,962		5,450,223		(1,937,072	)		47,357			3,573,470

Fair value of warrants issued for services						3,301								3,301

Net income (loss) for the period								22,202			(5,914	)		16,288

Balance, March 31, 2010		12,961,830	$	12,962	$	5,453,524	$	(1,914,870	)	$	41,443		$	3,593,059

See notes to condensed consolidated financial statements

Derycz Scientific, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Nine months ended
	March 31,
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	16,288		$	(243,492	)
Adjustment to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization		195,608			227,381
Fair value of vested stock options		-			12,944
Fair value of common stock warrant issued for services		3,301			43,963
Realized gain loss on investment		-			(33,668	)
Deferred income taxes		-			189

Changes in assets and liabilities:
Accounts receivable		(638,611	)		459,441
Accounts payable and accrued expenses		1,020,733			(90,065	)
Inventory		196			5,734
Prepaid royalties		182,210			302,973
Other current assets		(43,846	)		18,916
Other current liabilities		(40,779	)		(23,299	)
Income taxes payable		(605	)		-

Net cash provided by operating activities		694,495			681,017

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment		(73,231	)		(45,449	)
Purchase of Intellectual Property licenses		(207,671	)		(181,122	)
Additional investment in Pools Press		-			(34,200	)
Proceeds from sale of short term investments		-			1,665,298

Net cash provided by (used in) investing activities		(280,902	)		1,404,527

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the issuance of common stock		-			600,025
Capital lease obligation		(18,919	)		(11,942	)
Payments on line of credit		-			(1,291,855	)

Net cash used in financing activities		(18,919	)		(703,772	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		394,674			1,381,772

CASH AND CASH EQUIVALENTS, Beginning of period		1,854,093			954,834

CASH AND CASH EQUIVALENTS, End of period	$	2,248,767		$	2,336,606

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Taxes paid	$	-		$	27,500
Interest paid	$	1,955		$	32,853

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Capital lease obligation included in fixed assets	$	42,640			-
Minority share of earnings (losses) in subsidiary	$	(5,914	)		534

See notes to condensed consolidated financial statements

DERYCZ SCIENTIFIC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended March 31, 2010 and 2009 (Unaudited)

Note 1 — Organization, Nature of Business and Basis of Presentation

(a) Organization

Derycz Scientific, Inc. was incorporated in the State of Nevada on November 2, 2006. On November 2, 2006, the Company entered into a Share Exchange Agreement with Reprints Desk, Inc., a Delaware corporation formed on January 6, 2006. Derycz was formed to facilitate a holding company structure. At the closing of the transaction contemplated by the Share Exchange Agreement, the Company acquired all of the 550,000 outstanding shares of Reprints from the shareholders of Reprints and issued 8,000,003 of its common shares to the shareholders of Reprints. As the intention behind forming Derycz was the creation of a holding company structure and Derycz had no appreciable assets prior to the acquisition of Reprints, the exchange ratio was determined arbitrarily and was not based on any determination of the value of shares of Derycz common stock as compared to Reprints shares acquired. As each former Reprints shareholder acquired a percentage interest in Derycz equal to the percentage interest such shareholder held in Reprints immediately prior to the transaction, there was no dilution of the interest of any former Reprints shareholder. Following completion of the exchange transaction, Reprints became a wholly owned subsidiary of the Company. The transaction was accounted as a statutory merger of companies under common control. As such, the historical financial statements of the Company are combined with the operations of Reprints since its inception, and the merger shares are accounted for as a stock split as of the inception of Reprints for financial reporting purposes.

(b) Nature of business

Reprints is a content repurposing and rights management company with a focus on content re-use services and products. The Company operates within the periodicals publishing industry, which is a large and growing market. The Company has developed products in the following areas:

•

Reprints, ePrints and Article Distribution Systems

•

Commercial Printing Services

•

Publisher Outsourced Reprint Management

•

Print-on-Demand Services for copyright and regulatory sensitive documents

The accompanying interim financial statements for the three and nine months ended March 31, 2010 and 2009 are unaudited, but in the opinion of management, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at March 31, 2010 and the results of operations for the three and nine months ended March 31, 2010 and 2009 and the cash flows for the nine months ended March 31, 2010 and 2009. The results of operations for the three and nine months ended March 31, 2010 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2010. The financial statements presented herein should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009 filed with the Securities and Exchange Commission.

The accompanying financial statements are consolidated and include the accounts of the Company and its wholly and majority owned subsidiaries. The consolidated accounts include 100% of assets and liabilities of our majority owned subsidiary, and the ownership interests of minority investors are recorded as a noncontrolling interest. Intercompany balances and transactions have been eliminated in consolidation.

Note 2 — Summary of Significant Accounting Policies

(a) Change in Accounting Principle

On January 1, 2009, the Company adopted authoritative guidance issued by the Financial Accounting Standards (FASB) on noncontrolling interest in consolidated financial statements. This guidance establishes accounting and reporting standards for a noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. This statement clarifies that a noncontrolling interest in a subsidiary is an ownership in the consolidated entity that should be reported as equity in the consolidated financial statements. The adoption of this did not have any material impact on the Company’s financial condition and results of operations. However, it did impact the presentation and disclosure of noncontrolling (minority) interests in the Company’s condensed consolidated financial statements. The presentation and disclosure requirements were retrospectively applied to the condensed consolidated financial statements. As such, all prior periods presented have been conformed to current year’s presentation. The noncontrolling (minority) interest relates to third party shareholders of Pools Press, Inc., who own 20% of Pools Press as of March 31, 2010.

(b) Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

The carrying amounts of financial instruments, including cash, accounts receivables, accounts payable and accrued liabilities approximate fair value because of their short maturity. The carrying amounts of capital lease obligations approximate fair value because the related effective interest rates on these instruments approximate the rates currently available to the Company.

(d) Concentration of credit risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivables. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required.

One customer accounted for 18% of the revenues for the three months ended March 31, 2010, and one customer accounted for 22% of the revenue for the nine months ended March 31, 2010. Two customers accounted for 16% and 11% of the revenues for the three months ended March 31, 2009, and one customer accounted for 16% of the revenue for the nine months ended March 31, 2009.

As of June 30, 2009, two customers accounted for 15% and 14% of accounts receivable, and no customers accounted for more than 10% of accounts receivable at March 31, 2010.

(e) Shipping and handling costs

The Company includes shipping and handling charges billed to its customers in its revenues, and classifies shipping and handling costs of the sale of its products as a component of cost of sales. Those costs were approximately $94,419 and $38,830, respectively, for the three months ended March 31, 2010 and 2009 and $196,247 and $114,461, respectively, for the nine months ended March 31, 2010 and 2009.

(f) Net Income (Loss) per share

The Financial Accounting Standards Board requires presentation of basic earnings per share (“Basic EPS”) and diluted earnings per share (“Diluted EPS”). Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares available to the common stockholders. Weighted average number of shares outstanding reflects the equivalent number of shares received as a result of the exchange transaction as if these shares had been outstanding as of the beginning of the earliest period presented. Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In computing diluted earnings per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants.

Warrants to purchase 2,855,009 shares of common stock and options to purchase 1,022,000 shares of common stock at various prices exceeding $0.57 per share were outstanding during the three and nine months ended March 31, 2010 but were not included in the computation of diluted earnings per share for either period because the respective warrant and option exercise prices were greater than the average market price of the shares of common stock during those periods and their effect would be anti-dilutive.

Warrants to purchase 2,800,009 shares of common stock and options to purchase 530,000 shares of common stock have been excluded from the calculation of diluted net loss per share for the nine months ended March 31, 2009 as the effect would have been anti-dilutive due to the net loss for the period.

Warrants to purchase 2,800,009 shares of common stock and options to purchase 530,000 shares of common stock at various prices exceeding $0.57 per share were outstanding during the three months ended March 31, 2009 but were not included in the computation of diluted earnings per share for that period because the respective warrant and option exercise prices were greater than the average market price of the shares of common stock during those periods and their effect would be anti-dilutive.

(g) Marketing and Advertising expenses

Marketing and advertising expenses are expensed as incurred and consist primarily of various forms of media purchased from Internet-based marketers and search engines as well as the costs associated with our participation in trade shows and other advertising expenditures. Marketing and advertising expense amounted to $60,222 and $33,267 for the three months ended March 31, 2010 and 2009, respectively, and $123,788 and $71,855 for the nine months ended March 31, 2010 and 2009.

(h) Revenue recognition

The Company's primary source of revenue is from information and printing services. The Company recognizes revenue when the sales process is deemed complete and associated revenue has been earned. The Company's policy is to recognize revenue when services have been performed, risk of loss and title to the product transfers to the customer, the selling price is fixed and determinable and collectability is reasonably assured.

The Company recognizes revenues from printing services when services have been rendered and accepted by the customer while revenues from the re-use of published articles and rights management services are recognized upon shipment or electronic delivery to the customer.

(i) Stock based compensation

The Company adopted FASB guidelines that require that the cost resulting from all share-based payment transactions be recognized in the financial statements. This guidance 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. Effective January 1, 2006, we adopted the fair value recognition provisions of the current guidelines of the FASB, using the modified prospective method. Under this method, the provisions of such guidance apply to all awards granted or modified after the date of adoption and all previously granted awards not yet vested as of the date of adoption.

Determining the appropriate fair value model and calculating the fair value of stock-based payment awards require the input of highly subjective assumptions, including the expected life of the stock-based payment awards and stock price volatility. We use the Black-Scholes option-pricing model to value compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

(j) Goodwill and Intangible Assets

As required by the Financial Accounting Standards Board, management performs impairment tests of goodwill and indefinite-lived intangible assets whenever an event occurs or circumstances change that indicate impairment has more likely than not occurred. Also, management performs impairment testing of goodwill and indefinite-lived intangible assets at least annually.

In accordance with guidance of the Financial Accounting Standards Board, management tests goodwill for impairment at the reporting unit level. The Company has only one reporting unit. At the time of goodwill impairment testing, management determines fair value through the use of a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved its reporting unit. If the calculated fair value is less than the current carrying value, impairment of the Company may exist. The use of a discounted cash flow valuation model to determine estimated fair value is common practice in impairment testing in the absence of available domestic and international transactional market evidence to determine the fair value. The key assumptions used in the discounted cash flow valuation model for impairment testing include discount rates, growth rates, cash flow projections and terminal value rates.

In accordance with guidance of the Financial Accounting Standards Board, the Company reviews intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. If the carrying value of an asset exceeds its undiscounted cash flows, the Company writes down the carrying value of the intangible asset to its fair value in the period identified. If the carrying value of assets is determined not to be recoverable, the Company records an impairment loss equal to the excess of the carrying value over the fair value of the assets. The Company’s estimate of fair value is based on the best information available, in the absence of quoted market prices. The Company generally calculates fair value as the present value of estimated future cash flows that the Company expects to generate from the asset using a discounted cash flow income approach as described above. If the estimate of an intangible asset’s remaining useful life is changed, the Company amortizes the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.

(k) Recently issued accounting pronouncements

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective in fiscal years beginning on or after June 15, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not have a material impact on our financial statements.

In January 2010, the FASB issued guidance on improving disclosures about fair value measurements to add new disclosure requirements for significant transfers in and out of Level 1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 rollforward. The guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for the requirement to present the Level 3 rollforward on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance was limited to the form and content of disclosures, and will not have a material impact on our consolidated results of operations and financial condition.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Note 3 — Property and Equipment

Property and equipment consists of the following as of March 31, 2010 and June 30, 2009:

	March 31,			June 30,
	2010			2009
	(unaudited)
Computer equipment	$	107,294		$	68,640
Software		146,395			112,570
Printing equipment		329,092			286,452
Furniture and fixtures		58,132			57,380
Autos and vans		4,000			4,000
		644,913			529,042
Less accumulated depreciation		(281,053	)		(188,266	)
	$	363,860		$	340,776

Printing equipment includes $91,792 of equipment under capital lease and related accumulated depreciation of $35,187 as of June 30, 2009 and $134,432 of equipment under capital lease and related accumulated depreciation of $54,878 as of March 31, 2010.

Depreciation expense for the three months ended March 31, 2010 and 2009 was $26,536 and $25,320, respectively, and $92,787 and $74,869, respectively, for the nine months ended March 31, 2010 and 2009.

Note 4 — Intangible Assets

Intangible assets consist of the following at March 31 and June 30, 2009:

	March 31, 2010			June 30, 2009
	(unaudited)
Customer list	$	-		$	50,000
Intellectual property licenses		971,763			764,096
Accumulated amortization		(259,086	)		(206,265	)
	$	712,681		$	607,831

Customer lists were amortized using an accelerated method that management presently estimates matches the utilization of those lists over an estimated useful life of 2 years. The customer lists were fully amortized at March 31, 2010.

The Company has purchased licenses to use certain intellectual property, including computer software. These licenses are depreciated using the straight-line method over their estimated useful lives of 7 years.

Note 5 — Leases

The Company leases space in Northbrook, Illinois in accordance with the terms of a non cancelable operating lease agreement. The lease requires monthly payments between $7,750 and $8,000 through May 2011 and is being accounted for by the Company on a straight-line basis over the term of the lease. In addition to monthly rentals, the lease requires the payment of real estate taxes and maintenance. Rent, including real estate taxes, for the three months ended March 31, 2010 and 2009 was $34,872 and $44,381, respectively, and $107,818 and $119,884 for the nine months ended March 31, 2010 and 2009, respectively.

The Company leases space in Santa Monica, California in accordance with the terms of a non cancelable operating lease agreement. The lease requires monthly payments between $5,720 and $6,037 through May 2012 and is being accounted for by the Company on a straight-line basis over the term of the lease. In addition to monthly rentals, after June 1, 2010, the lease requires the payment of any increases in real estate taxes. Rent, including real estate taxes, for the three months ended March 31, 2010 was $16,640.

The Company also has two non-cancelable leases for machinery and equipment that is accounted for as a capital lease that requires monthly payments of $1,945 including interest at a rate of 10.25% per annum through July 2012 and $1,275 including interest at a rate of 5.13% per annum through October 2012, respectively. Annual future minimum rentals under operating and capital leases as of March 31, 2010 are as follows:

Fiscal Year	Operating Leases		Capital Leases
2010	$	40,816	$	9,660
2011		158,673		38,640
2012		66,407		38,640
Thereafter				7,045
Total minimum lease payments	$	265,896	$	93,985
Amounts representing interest				(8,786	)
Total				85,199
Less current portion				(33,008	)
Long term			$	52,191

Note 6 — Stockholders’ Equity

Stock Options

On December 21, 2007, the Company established the 2007 Equity Compensation Plan (the “Plan”). The Plan was approved by our Board of Directors and security holders holding a majority of the shares of our common stock outstanding. The total amount of shares subject to the Plan is 1,500,000 shares. On December 21, 2007, we granted options to purchase 530,000 shares of common stock at $1.50 per share to eight employees and one consultant, which expire on December 21, 2017. The options were valued at $112,000 using a Black-Scholes valuation model and will be amortized over the vesting period. The exercise price for the options was $1.50 per share and was based on the fair value of the shares on the date of issuance. For the Black-Scholes calculation, the Company assumed no dividend yield, a risk free interest rate of 4.18%, expected volatility of 25 % and an expected term for the options of 7 years.

On May 28, 2009, we granted options to purchase 492,000 shares of common stock at $1.00 per share to nine employees, which expire on May 28, 2019. The options were valued at $148,327 using a Black-Scholes valuation model and were expensed on the grant date as the options all vested immediately. The exercise price for the options was $1.00 per share and was based on the fair value of the shares on the date of issuance. For the Black-Scholes calculation, the Company assumed no dividend yield, a risk free interest rate of 3.67 %, expected volatility of 83 % and an expected term for the options of 10 years.

Stock based compensation expense of $0 and $0 was recognized during the three months ended March 31, 2010 and 2009, respectively, and $0 and $12,944, respectively, for the nine months ended March 31, 2010 and 2009, relating to the vesting of such options. No future compensation expense related to these options remains as of March 31, 2010. As of March 31, 2010, these options have no intrinsic value.

At March 31, 2010, options outstanding are as follows:

	Number of Options		Weighted Average Exercise Price
Balance at July 1, 2009		1,002,000	$	1.26
Granted		—	$
Exercised		—		—
Cancelled		—	$	—
Balance at March 31, 2010		1,022,000	$	1.26

Additional information regarding options outstanding as of March 31, 2010 is as follows:

		Options Outstanding						Options Exercisable
Weighted Average Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable
$	1.26		1,022,000		9	$	1.26		1,022,000

Warrants

At March 31, 2010, warrants outstanding are as follows:

	Number of Warrants		Weighted Average Exercise Price
Balance, July 1, 2009		2,800,009	$	1.34
Granted		55,000		1.50
Exercised		—
Balance at March 31, 2010		2,855,009	$	1.34

On July 1, 2008, the Company issued warrants to acquire 150,000 shares of our stock at an exercise price of $2.00 per share and a life of five years to a consultant. The warrants were valued at $43,693 using a Black-Scholes pricing model with the following assumptions; no dividend yield, risk free interest rate of 4.5%, expected volatility of 25%, and an expected term of the warrants of five years.

On October 8, 2009, the Company issued warrants to acquire 55,000 shares of our stock at an exercise price of $1.50 per share and a life of five years to a consultant and vest over a period of one year. The warrants were valued at $3,850 using a Black-Scholes pricing model with the following assumptions; no dividend yield, risk free interest rate of 4.5%, expected volatility of 25%, and an expected term of the warrants of five years.

The above warrants are fully vested, except for the 55,000 warrants issued on October 8, 2009, and have a five year contractual life. There was no intrinsic value to these warrants as of March 31, 2010 and June 30, 2009.

Note 7 — Related Party Transactions

The Company leased furniture and office space on a month to month basis from a stockholder of the Company until May 31, 2009. The total rent expense paid to the stockholder for the three months ended March 31, 2010 and 2009 were $0 and $8,223, respectively, and $0 and $27,406, respectively, for the nine months ended March 31, 2010 and 2009.

Note 8 — Income Taxes

The provision (benefit) for income taxes consists of the following for the three and nine months ended March 31, 2010 and 2009:

	Three months ended March 31,					Nine months ended March 31,
	2010		2009			2010		2009

Current
Federal	$	2,154	$	5,056		$	2,154	$	17,020
State		900		4,558			900		7,127
Deferred
Federal		—		(3,293	)		—		(9,706	)
State		—		29,430			—		9,897
Provision for income tax expense	$	3,054	$	35,751		$	3,054	$	24,338

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

	Three months ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Federal income tax rate		34.00	%		34.00	%		34.00	%		(34.00	)%
State tax, net of federal benefit		3.16	%		(1.90	)%		3.15	%		4.15	%
Permanent differences		.10	%		0.00	%		0.16	%		0.00	%
Change in valuation allowance		(12.72	)%		6.25	%		(21.52	)%		(13.63	)%
Other		0.00	%		0.74	%		0.00	%		(1.63	)%
Benefit for interim period loss not recorded		(21.38	)%		(16.66	)%		0.00	%		34.00	%
Effective income tax rate		3.16	%		22.43	%		15.79	%		(11.11	)%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.

The Company has provided a full valuation allowance on the deferred tax assets at March 31, 2010 and June 30, 2009 to reduce such asset to zero since there is no assurance that the Company will generate future taxable income to utilize such asset. Management will review this valuation allowance requirement periodically and make adjustments as warranted.

At March 31, 2010 the Company had federal net operating loss (“NOL”) carryforwards of approximately $1,349,000 and state NOL carryforwards of approximately $792,000. Federal NOLs could, if unused, expire in 2029. State NOLs, if unused, could expire in 2019.

Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of March 31, 2010, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption.

The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for years after 2006.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2010 and June 30, 2009, the Company has no accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2007 through 2009 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition for the three and nine months ended March 31, 2010 and 2009 should be read in conjunction with the notes to those financial statements that are included in Item 1 of Part 1 this Quarterly Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All forward-looking statements included in this Quarterly Report are based on information available to us on the date hereof and, except as required by law, we assume no obligation to update any such forward-looking statements.

Overview

Derycz Scientific, Inc. (the “Company” or “Derycz”) was incorporated in the State of Nevada on November 2, 2006. In November 2006 the Company entered into a Share Exchange Agreement with Reprints Desk, Inc. (“Reprints”). At the closing of the transaction contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding shares of Reprints from the shareholders of Reprints and issued 8,000,003 of its common shares to the shareholders. Following completion of the exchange transaction, Reprints became a wholly-owned subsidiary of the Company.

On February 28, 2007, the Company entered into an agreement with Pools Press, Inc. (“Pools”) of Northbrook, Illinois, a privately held company, pursuant to which the Company acquired 75% of the issued and outstanding common stock of Pools for consideration of $616,080. Pools is a commercial printer, specializing in reprints of copyrighted articles. The results of Pools Press’ operations have been included in the consolidated financial statements since March 1, 2007.

Derycz, through Reprints and Pools, provides order workflow software systems and reproductions of published content, such as articles from published journals, in either electronic or hard copy form. Our customers use this content for marketing, regulatory or research purposes. Generally, marketing departments order large quantities of printed copies that they distribute to their customers. Regulatory departments generally use content to help satisfy regulatory requirements for intellectual property and government filings. Researchers generally order single copies of the content. Our systems, products and services streamline workflow processes and alleviate the need for our customers to contact any publisher or obtain permissions themselves. We also offer reprints and eprint services to publishers, whereby we are responsible for all aspects of reprint production, from taking orders to final shipment. This service eliminates the need for the publishers to establish a dedicated reprints sales force or arrange for delivery of reproduced materials. Pools Press also offers other commercial printing products, such as the production of business cards, and newsletters.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results may differ under different estimates and assumptions.

The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.

(a) Revenue recognition

(b) Stock based compensation

(d) Recently issued accounting pronouncements

Results of Operations

Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009:

Sales and Cost of Goods Sold

Our revenues increased 62% compared to the same period in 2009. We achieved revenue of $6,201,431 for the three months ended March 31, 2010, compared to revenue of $3,818,500 for the three months ended March 31, 2009.

The revenue of our main operating company, Reprints, increased from $3,366,231 for the three months ended March 31, 2009 to $5,595,513 for the three months ended March 31, 2010, an increase of 66%. This was a result of a steady increase in our document delivery revenue during the past year. Pools Press contributed the remainder of the revenue. We expect to continue to experience significant growth over the 2010 fiscal year.

Our cost of goods sold likewise increased from $2,802,344 for the three months ended March 31, 2009 to $4,843,169 for the three months ended March 31, 2010, which represents an increase of 73%. This percentage increase is roughly equivalent to the increase in our revenues. However, the overall gross margin percentage decreased from 27% of sales in the 2009 period to 21% in the 2010 period. At Reprints, we only purchase articles when they have been requested by our clients. We generally charge a margin over the actual cost to us. While we make efforts to obtain discounts, the publishers set the prices for each order. However, as the amount of our purchases from individual publishers increases we expect we may be better able to obtain discounts. For the next year, we expect that our cost of goods sold will keep pace with our revenue growth.

Operating Expenses

General and Administrative

Our general and administrative expenses increased 30% from $826,770 for the three months ended March 31, 2009 to $1,154,177 for the three months ended March 31, 2010. Pools’ share of these expenses was approximately $52,000 for the 2010 period and $49,000 in the 2009 period. These expenses include Reprints’ salary costs, which were $657,494 in the 2010 period and $499,099 in the 2009 period, an increase of $158,395 or 32%. Both our sales and marketing team and our information technology team have increased during the past year and we have added other additional employees as needed. We continue to attempt to contain the expansion of our workforce. However, because of the expansion of our sales volume and in order to continue to develop our computer system, we expect to add a small number of new employees in the next year.

Marketing and Advertising

Our marketing and advertising expenses increased significantly from $33,267 for the three months ended March 31, 2009 to $60,222 for the three months ended March 31, 2010. These costs have become a more significant expense for us as a result of increased participation in publishing industry trade shows and other advertising and marketing efforts.

Depreciation and Amortization

Our depreciation and amortization expense increased approximately 22% from $58,517 for three months ended March 31, 2009 to $71,404 for the three months ended March 31, 2010. Pools’ share of these expenses in the 2008 period included $9,167 related to the amortization of Pools’ customer list, which was fully amortized during the fiscal year ending June 30, 2009. Reprints’ depreciation and amortization expense of $52,322 for the 2010 period and $49,149 for the 2009 period was primarily attributable to amortization on software and intellectual property licenses as well as amortization of customer lists.

Gains on marketable securities

We recognized realized gains on our short-term investments of $60,833 and $0 during the three months ended March 31, 2009 and 2010, respectively. These investments consisted of corporate and municipal debt and preferred stock auction rate securities held in an account with UBS Financial Services, Inc., and the losses were based on valuations by UBS. In January 2009 we received cash for the par value of the outstanding auction rate securities.

Interest Expense

Interest expense was $1,753 for the three months ended March 31, 2009 and $1,955 for the three months ended March 31, 2010.

Interest Income

Interest income was $2,709 for the three months ended March 31, 2009 and $1,273 for the three months ended March 31, 2010.

Net Income

We recorded net income of $123,640 for the three months ended March 31, 2009 compared to net income of $93,705 for the three months ended March 31, 2010. This is the first time we have achieved profitability two quarters in a row. This result is attributable to strong sales at Reprints during the 2010 period. We hope to continue to be modestly profitable for the remainder of the 2010 fiscal year.

Nine Months Ended March 31, 2010 Compared to the Nine Months Ended March 31, 2009:

Sales and Cost of Goods Sold

Our revenues increased significantly from the same period in 2009. We achieved revenue of $18,575,589 for the nine months ended March 31, 2010, compared to revenue of $10,448,179 for the nine months ended March 31, 2009, an increase of 78%.

The revenue of our main operating company, Reprints, increased from $9,284,132 for the nine months ended March 31, 2009 to $16,198,106 for the nine months ended March 31, 2009, an increase of 74%. This is primarily a result of steady increases in our document delivery sales as well as increases in our reprints sales. Pools Press contributed the remainder of the revenue. We expect to continue with significant revenue growth this year as we continue to aggressively market our products and services.

Our cost of goods sold likewise increased from $8,030,463 for the nine months ended March 31, 2009 to $14,965,411 for the nine months ended March 31, 2010, which represents an increase of 86%. This percentage increase is roughly equivalent to the increase in our revenues. The overall gross margin percentage decreased from 23% of sales in the 2009 period to 19% in the 2010 period. This reduction is a result of a pressure on our gross margins as we aggressively market our products.

Operating Expenses

General and Administrative

Our general and administrative expenses increased 38% from $2,409,883 for the nine months ended March 31, 2009 to $3,333,872 for the nine months ended March 31, 2010. Pools’ share of these expenses was approximately $174,000 in the 2009 period and $166,000 during the 2010 period. These expenses include Reprints’ salary costs, which were $1,352,533 in the 2009 period and $1,911,565 in the 2010 period, an increase of $559,032 or 41%. These costs have increased at a slower rate than our revenues as we have tried to limit our hiring of new employees and to contain other costs.

Marketing and Advertising

Our marketing and advertising expenses increased 64% from $71,855 for the nine months ended March 31, 2009 to $123,788 for the nine months ended March 31, 2010. These costs have become a more significant expense for us as a result of increased participation in publishing industry trade shows and other advertising and marketing efforts and we expect these costs to continue to increase over the next year.

Depreciation and Amortization

Our depreciation and amortization expense decreased 11% from $190,416 for nine months ended March 31, 2009 to $169,898 for the nine months ended March 31, 2010. Pools’ share of these expenses in the 2009 period included $36,667 related to the amortization of Pools’ customer list, which was fully amortized during the fiscal year ending June 30, 2009. All of the Company’s customer lists are now fully depreciated.

Gains on marketable securities

We recognized realized gains on our short-term investments of $33,668 and $0 during the nine months ended March 31, 2009 and 2010, respectively. These investments consisted of corporate and municipal debt and preferred stock auction rate securities held in an account with UBS Financial Services, Inc., and the losses were based on valuations by UBS. In January 2009 we received cash for the par value of the outstanding auction rate securities.

Interest Expense

Interest expense was $32,853 for the nine months ended March 31, 2009 and $5,098 for the nine months ended March 31, 2010. The 2009 interest expense was primarily attributable to the interest paid on a credit line with UBS that was secured by marketable securities. This credit line was cancelled in January 2009 when we liquidated our position in the marketable securities.

Interest Income

Interest income was $34,469 for the six nine months ended March 31, 2009 and $3,580 for the nine months ended March 31, 2010. The interest earned during the 2009 period was primarily attributable to the interest earned on investments in marketable securities.

Net Income (Loss)

We recorded a net loss of $243,492 for the nine months ended March 31, 2009 compared to net income of $16,288 for the nine months ended March 31, 2010. The 2010 net income was attributable to two successive profitable quarters and we hope to achieve profitability for the 2010 fiscal year.

Liquidity and Capital Resources

As of March 31, 2010, we had cash and cash equivalents of $2,248,767, compared to $1,854,093 as of June 30, 2009. This increase is primarily attributable to an increase in accounts payable of $1,020,733 and a decrease in prepaid royalties of $182,210, partially offset by an increase in accounts receivable of $638,611.

Net cash provided by operating activities was $694,495 for the nine months ended March 31, 2010 compared to cash provided by operating activities of $681,017 for the nine months ended March 31, 2009. During the 2010 period, our accounts receivable increased by $683,611 and our accounts payable increased by $1,020,733, compared to decreases of $90,065 and $459,441, respectively, in the 2009 period. During the nine months ended March 31, 2010, we used $182,210 of prepaid royalties, compared to use of $302,973 in the 2009 period. Also, during the 2009 period, we issued a common stock warrant for services with a value of $43,963 and we amortized $12,944 for stock options vesting in December 2008. We amortized only $3,301 related to a common stock warrant issued for services in the 2010 period.

Net cash used in investing activities was $280,902 for the nine months ended March 31, 2010 compared to net cash provided by investing activities of $1,404,527 for the nine months ended March 31, 2009. This difference was primarily due to the receipt of proceeds form the sale of short term investments.

Net cash used in financing activities was $18,919 for the nine months ended March 31, 2010 compared to net cash used in financing activities of $703,772 for the corresponding period in 2009. The cash used in financing activities for the 2009 period was primarily attributable to payment on our credit line.

We believe that our current cash resources will be sufficient to sustain our current operations for at least one year. While we have not experienced any significant losses from bad debts, we expect our accounts receivable to continue to increase as a result of increases in our sales. We also expect to continue to incur significant investor relations expenses in conjunction with the listing of our common stock. In addition, we may need to obtain additional cash resources during the next year in order to acquire complementary businesses. The need for cash to finance acquisitions will depend on the businesses acquired and we cannot predict those needs with any certainty. In the event such funds are needed, we may engage in additional sales of debt or equity securities. The sale of additional equity or convertible debt securities would result in additional dilution to our shareholders. The issuance of additional debt would result in increased expenses and could subject us to covenants that may have the effect of restricting our operations. We have not made arrangements to obtain additional financing and we can provide no assurance that additional financing will be available in an amount or on terms acceptable to us, if at all.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during or subsequent to the quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material developments during the quarter ended March 31, 2010 in any material pending legal proceedings to which the Company is a party or of which any of our property is the subject.

Item 1A. Risk Factors

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

(a)

None.

(b)	There were no changes to the procedures by which security holders may recommend nominees to our board of directors.

Item 6. Exhibits

Exhibit No.		Description

2.1		Share Exchange Agreement between Derycz and Reprints Desk dated November 13, 2006 (1)
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
4.1		Form of Warrant (1)
4.2		Form of Warrant (2)
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (3)
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (3)
32.1		Section 1350 Certification of Chief Executive Officer (3)
32.2		Section 1350 Certification of Chief Financial Officer (3)

(1)

Incorporated by reference to the exhibit of the same number to the registrant’s Registration Statement on Form SB-2 filed on December 28, 2007.

(2)

Incorporated by reference to the exhibit of the same number to the registrant’s Quarterly Report on Form 10-Q filed on November 19, 2008

(3)

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 thereunto duly authorized.

	DERYCZ SCIENTIFIC, INC.

	By:	/s/ Peter Derycz

		Peter Derycz
Date: May 13, 2010		Chief Executive Officer

	By:	/s/ Richard McKilligan

		Richard McKilligan
Date: May 13, 2010		Chief Financial Officer