JAGGED PEAK, INC. - FORM 10-Q

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EX-31.2 - SECTION 302 CERTIFICATION OF CFO - JAGGED PEAK, INC.	dex312.htm
EX-32.2 - SECTION 906 CERTIFICATION OF CFO - JAGGED PEAK, INC.	dex322.htm
EX-32.1 - SECTION 906 CERTIFICATION OF CEO - JAGGED PEAK, INC.	dex321.htm
EX-31.1 - SECTION 302 CERTIFICATION OF CEO - JAGGED PEAK, INC.	dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 25, 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 number: 000-31715

Jagged Peak, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

91-2007478

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3000 Bayport Drive, Suite 250, Tampa, FL 33607

(Address of principal executive offices, including zip code)

(813) 637-6900

(Registrant’s telephone number, including area code)

(Former name or former address, 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 x 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

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.

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

The Registrant had 16,020,961 shares of common stock, par value $0.001 per share, outstanding as of August 6, 2010.

Table of Contents

Jagged Peak, Inc.

Contents


Part I – Financial Information

Item 1.	Financial Statements

Consolidated Financial Statements

	13 and 26 Week Periods Ended June 25, 2010 (Unaudited), the

	13 and 26 Week Periods Ended June 26, 2009 (Unaudited) and
	December 25, 2009 (Audited)

	Consolidated Balance Sheets	1

	Consolidated Statements of Operations	2

	Consolidated Statement of Changes in Stockholders’ Equity	3

	Consolidated Statements of Cash Flows	4

	Notes to the Unaudited Consolidated Financial Statements	5-14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4(T).	Controls and Procedures	23

Part II – Other Information		23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	(Removed and Reserved)	23

Item 5.	Other Information	23

Item 6.	Exhibits	23

Signatures		24

Jagged Peak, Inc.

Consolidated Balance Sheets


	June 25, 2010 (Unaudited)			December 25, 2009 (Audited)
Assets
Current assets:
Cash	$	108,300		$	331,300
Accounts receivable, net of allowance for doubtful accounts of $35,000 and $40,000 at June 25, 2010 and December 25, 2009, respectively		1,252,600			1,357,500
Other receivables		299,200			231,000
Work in process, net of allowance of $30,000 at June 25, 2010 and December 25, 2009		157,000			64,000
Deferred tax asset		189,400			173,000
Other current assets		401,200			441,900

Total current assets		2,407,700			2,598,700

Property and equipment, net of accumulated depreciation of $1,630,800 and $1,547,400 at June 25, 2010 and December 25, 2009, respectively		256,100			239,400

Other assets:
EDGE and other applications, net of accumulated amortization of $1,481,400 and $1,406,300 at June 25, 2010 and December 25, 2009, respectively		523,800			386,000
Deferred tax asset		1,308,500			1,350,500
Other assets		22,400			68,700

Total long-term assets		2,110,800			2,044,600

Total assets	$	4,518,500		$	4,643,300


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable, trade	$	1,601,300		$	1,861,300
Accrued payroll and bonuses		270,600			317,200
Other accrued expenses		82,400			149,000
Deferred rent		36,100			37,000
Notes payable, current portion		1,250,000			0
Deferred revenue and customer deposits		900,100			913,500

Total current liabilities		4,140,500			3,278,000

Long-term liabilities:
Long-term debt		0			1,000,000
Deferred rent, long-term		0			17,800

Total long-term liabilities		0			1,017,800

Temporary equity – Common stock, subject to put rights 775,000 shares		162,800			162,800

Stockholders’ equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding at June 25, 2010 and December 25, 2009
Common stock, $.001 par value; 70,000,000 shares authorized; 16,020,961 shares issued and outstanding at June 25, 2010 and 15,926,844 shares issued and outstanding at December 25, 2009		16,100			16,000

Additional paid-in capital		3,422,700			3,420,100
Treasury Stock, 122,491 shares		(9,000	)		0
Accumulated deficit		(3,214,600	)		(3,251,400	)

Total stockholders’ equity		215,200			184,700

Total liabilities and stockholders’ equity	$	4,518,500		$	4,643,300

The accompanying notes are an integral part of the financial statements.

Jagged Peak, Inc.

Consolidated Statements of Operations (Unaudited)


	Thirteen Week Period Ended					Twenty-Six Week Period Ended
	June 25, 2010		June 26, 2009			June 25, 2010		June 26, 2009
Revenue	$	4,949,500	$	3,595,700		$	10,090,000	$	7,603,500
Cost of revenues		3,713,500		2,653,000			7,693,100		5,637,900

Gross profit		1,236,000		942,700			2,396,900		1,965,600

Selling, general and administrative expenses		1,077,100		1,039,700			2,096,900		2,163,300

Operating income (loss)		158,900		(97,000	)		300,000		(197,700	)

Other expenses		1,100		0			8,100		0
Interest expense		117,100		116,700			228,700		231,900

Profit (loss) before tax expense (benefit)		40,700		(213,700	)		63,200		(429,600	)

Provision for income tax expense (benefit)		15,200		(81,100	)		26,400		(149,600	)

Net profit (loss)	$	25,500	$	(132,600	)	$	36,800	$	(280,000	)

Weighted average number of common shares outstanding – basic		16,020,961		14,677,594			16,020,961		14,677,594

Net income (loss) per share – basic	$	0.00	$	(0.01	)	$	0.00	$	(0.02	)

Weighted average number of common shares outstanding – fully diluted		16,030,665		14,677,594			16,030,665		14,677,594

Net income (loss) per share – fully diluted	$	0.00	$	(0.01	)	$	0.00	$	(0.02	)

The accompanying notes are an integral part of the financial statements.

Jagged Peak, Inc.

Consolidated Statement of Changes in Stockholders’ Equity

26 Week Period Ended June 25, 2010 (Unaudited)


	Common Stock			Additional Paid in Capital
	Shares	Amount		Additional Paid in Capital		Treasury Stock			Accumulated Deficit			Total
Balance, December 25, 2009	15,926,844	$	16,000	$	3,420,100	$	0		$	(3,251,400	)	$	184,700
Treasury stock							(9,000	)					(9,000	)
Issuance of stock	94,117		100		900								1,000
Amortization of stock options					1,700								1,700
Net profit for the period										36,800			36,800

Balance, June 25, 2010	16,020,961	$	16,100	$	3,422,700	$	(9,000	)	$	(3,214,600	)	$	215,200

The accompanying notes are an integral part of the financial statements.

Jagged Peak, Inc.

Consolidated Statements of Cash Flows (Unaudited)


	26 Week Period Ended
	June 25, 2010			June 26, 2009
Operating activities
Net profit (loss)	$	36,800		$	(280,000	)

Adjustments to reconcile net profit (loss) to net cash (used) in provided by operating activities:
Depreciation and amortization		158,500			127,000
Amortization of officers, director and employees compensation		1,700			2,200
Amortization of equity related to debt		164,500			160,700
Bad debt expense		24,600			72,300
Changes in:
Accounts receivable		80,300			825,200
Work-in-process		(93,000	)		26,900
Other receivables		0			4,300
Other current assets		(68,200	)		(8,400	)
Deferred tax asset		25,600			(150,000	)
Other assets		(77,500	)		0
Accounts payable		(260,000	)		(501,500	)
Accrued payroll		(46,600	)		(102,500	)
Accrued expenses		(66,600	)		(8,100	)
Deferred rent		(18,700	)		(18,700	)
Other liabilities		(13,400	)		182,500

Net cash flows (used in) provided by operating activities		(152,000	)		331,900


Investing activities
Acquisition of property and equipment		(100,100	)		(60,900	)
Acquisition/development of software/ Edge platform		(212,900	)		(256,700	)

Cash flows used by investing activities		(313,000	)		(317,600	)


Financing activities
Treasury stock		(9,000	)		0
Net proceeds and payments on the revolving note		0			177,100
Proceeds from the issuance of equity		1,000			0
Proceeds from (payments on) notes payable		250,000			(270,000	)

Cash flows provided by (used in) financing activities		242,000			(92,900	)


Net decrease in cash		(223,000	)		(78,600	)

Cash, beginning of period		331,300			126,500


Cash, end of period	$	108,300		$	47,900


Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	64,200		$	71,200

The accompanying notes are an integral part of the financial statements.

Jagged Peak, Inc.

Notes to the Unaudited Consolidated Financial Statements

For the 13 and 26-Week Periods Ended June 25, 2010 and the 13 and

26-Week Periods Ended June 26, 2009

1. General Background Information

Jagged Peak, Inc. (the “Company” or “Jagged Peak”) is an e-business software and services company headquartered in Tampa, Florida, providing Demand and Supply Chain management, CRM execution and e-Fulfillment solutions and services. The Company’s flagship product, EDGE (E-Business Dynamic Global Engine), is a web-based software application that enables companies to control and coordinate multi-channel orders, catalogs, multi-warehouse inventories, and fulfillment across multiple customers, suppliers, employees, and partners in real-time. The Company’s clients are able to build and operate custom branded portals such as e-commerce, incentive and rebate programs, customer service, repair and reverse logistics and automate other business processes through the use of the EDGE application and its related tools. The EDGE platform has been deployed in multiple vertical markets such as consumer goods, financial services, distribution, travel and tourism and manufacturing.

Jagged Peak’s multi-channel, enterprise EDGE application provides a comprehensive, integrated platform for e-business management that supports a broad range of business and operational applications. Clients can use EDGE as an enterprise application or as an integrator and consolidator for multiple businesses, processes and applications. EDGE has built in tools to extend the application which enables clients to create complex and robust e-commerce, CRM related customer services and repair and reverse logistics solutions. The EDGE application permits users to manage order capturing, processing, tracking, fulfillment, settlement, creating and managing dynamic catalogs, customer relation management, marketing and reporting, all in real-time application. The EDGE application is built to industry-standard best practices. The application has been integrated seamlessly with legacy and back-office management systems as well as industry leading ERP, WMS, TMS and CRM software systems. In addition to the traditional software license sales model, Jagged Peak offers its software with a flexible managed services transaction based pricing model.

Jagged Peak provides outsourced e-commerce and supply chain solutions that enable manufacturers, distributors, and consumer brand companies the ability to quickly and cost effectively establish and operate a direct to customer online business that is fully integrated with their offline sales channels. Jagged Peak’s proven solutions provide companies the tools, expertise, infrastructure and scalability they need to create and maximize their direct to customer sales channel potential without the risk and burden of managing it themselves. The Company uniquely provides companies the benefit of maintaining complete control of the channel, ownership of the customer relationship and retention of the gross product margin normally lost to distributors, resellers and other trading partners.

TotalCommerce™ is a solution that includes everything a company needs to quickly and cost effectively launch a fully operational, best practices direct to consumer sales channel in less than 60 days. TotalCommerce™ is an outsourced “managed services” solution that leverages Jagged Peak’s extensive technology and supply chain infrastructure and provides manufacturers with a turnkey, rapidly deployable solution including e-commerce webstore(s); order, inventory and transportation management software; a nationwide network of fulfillment centers; back office program management; and a range of online marketing services.

costs. The EDGE application is able to automatically route the orders to the optimal warehouse based on an established set of factors such as service, cost and priority. This enables our clients to achieve their customer service goals while reducing cost and internal infrastructure.

In July 2009, Jagged Peak began operations in Canada through its wholly owned subsidiary, Jagged Peak Canada, Inc. The operations provide similar services as in the United States through a network of independently owned fulfillment warehouses, which are managed through technology provided by Jagged Peak, Inc.

In addition to application software and demand execution, Jagged Peak also focuses on e-marketing and e-channel management to provide a holistic e-commerce solution for its clients. The Company’s approach to e-marketing is to build marketing programs and systems that elevate clients’ sites to be viewed by leading search engines as “authorities” within a particular product niche or keyword search term. Our services help companies excel in online retailing through the management, development, and optimization of e-commerce stores. Jagged Peak’s e-marketing services achieve superior results by utilizing a mix of traditional and emerging strategies and industry best practices. The Company’s e-channel management services help protect clients’ online pricing and intellectual property policies by utilizing an automated system and business process to identify, notify and potentially enforce violations. Jagged Peak’s holistic approach to e-commerce provides its clients with assurance that their e-business is performing at its highest level.

On July 8, 2005, Absolute Glass Protection, Inc. (“Absolute”) completed the acquisition of Jagged Peak, Inc. a Florida corporation (“Jagged Peak”), through a reverse triangular merger in which Jagged Peak merged with Absolute Glass Protection Acquisition Corporation, a Nevada corporation (“Absolute Sub”) that was a wholly owned subsidiary of Absolute with no assets or liabilities formed solely for the purpose of facilitating the merger (the “Merger”). This transaction is accounted for as a reverse merger, with Jagged Peak treated as the accounting acquirer for financial statement purposes. This transaction closed effective July 8, 2005, and Absolute changed its corporate name to “Jagged Peak, Inc.” Only operations of Jagged Peak remain post merger and therefore no pro-forma information is presented in these financial statements.

Effective January 1, 2003, the Company elected to change its fiscal year end to correspond to accounting periods based on a 52/53 week reporting year. Therefore, the periods ended June 25, 2010 and June 26, 2009 both consist of 13 and 26 weeks.

2. Significant Accounting Policies

Basis of Presentation

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the consolidated financial position at June 25, 2010, (b) the consolidated results of operations for the 13 and 26 weeks ended June 25, 2010 and June 26, 2009, (c) the consolidated statement of changes in stockholders’ equity for the 26 week period ended June 25, 2010 and (d) consolidated cash flows for the 26 weeks ended June 25, 2010 and June 26, 2009, have been made.

The unaudited financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the 52-week period ended December 25, 2009.

Use of Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company reviews its estimates, including but not limited to, capitalization of software, work in process, recoverability of long-lived assets, recoverability of prepaid expenses, valuation on deferred tax assets and allowance for doubtful accounts, on a regular basis and makes adjustments based on historical experiences and existing and expected future conditions. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates are reasonable and have been discussed with the audit committee; however, actual results could differ from these estimates.

Revenue Recognition

Revenue from software license agreements is recognized when an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. Maintenance and support agreement revenues are amortized over the contract period, which is usually one year.

Additional technology revenues are derived from software development services, managed services, transaction fees, and consulting and customized technology assignments. Revenue from technology service arrangements and software development services is recognized as services are provided or on the percentage of completion method for those arrangements with specified milestones. The percentage of completion is based on labor hours incurred to total labor hours expected to be incurred.

Revenue is also derived from fulfillment service arrangements. Services included under fulfillment arrangements include account services, shipping and handling, order processing, packaging, storage and reporting. These services are based on established monthly charges as well as handling fees based on volume. Work in process represents unbilled costs and services. Shipping and handling costs are classified as cost of revenues.

Software and Development Enhancements

Software and development enhancements expenses include costs such as payroll and employee benefit costs associated with product development. The EDGE product platform, including the order management, the warehouse management and the transportation management systems, are continually being enhanced with new features and functions. Once technological feasibility of new features and functions is established, the cost incurred until release to production are capitalized and amortized over a three-year useful life. There was approximately $97,100 capitalized during the 13 week period ended June 25, 2010 and approximately $212,900 capitalized during the 26 week period ended June 25, 2010 and there was approximately $171,800 capitalized during the 13 week period ended June 26, 2009 and approximately $256,700 capitalized during the 26 week period ended June 26, 2009. Amortization expense related to capitalized software and charged to operations for the 13 week and 26 week periods ended June 25, 2010 was approximately $42,800 and $75,000, respectively. Amortization expense related to capitalized software and charged to operations for the 13 week and 26 week periods ended June 26, 2009 was approximately $15,300 and $22,300, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and investments in money market funds with high quality financial institutions. The Company considers all highly liquid instruments purchased with a remaining maturity of less than three months at the time of purchase as cash equivalents.

Concentration of Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents and accounts receivables.

The majority of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand, and, therefore, bear minimal risk.

During the 26-week periods ended June 25, 2010 and June 26, 2009, sales to one customer amounted to approximately $8,415,200 and $5,560,900, respectively, or 83% and 73% of total revenues, respectively. Accounts receivable from the same customer at June 25, 2010 amounted to approximately $792,700 or approximately 62% of the balance. Accounts receivable from two customers at June 26, 2009 amounted to approximately $354,200 or approximately 28% of the balance. This customer is a large international company with more than one hundred brands and we continue to expand services to additional brands. The Company classifies all business done for all of this customer’s brands as one single customer for the concentration of risk calculation.

The Company extends credit to its various customers based on evaluation of the customer’s financial condition and ability to pay the Company in accordance with the payment terms. The Company provides for estimated losses on accounts receivable considering a number of factors, including the overall aging of accounts receivables, customer’s payment history and the customer’s current ability to pay its obligation. Based on managements’ review of accounts receivable and other receivables, an allowance for doubtful accounts of approximately $35,000 and $40,000 is considered necessary as of June 25, 2010 and December 25, 2009, respectively. Although management believes that accounts receivable are recorded at their net realizable value, a 10% decline in historical collection rate would increase the current bad debt expense for the period ended June 25, 2010 by approximately $10,000. We do not accrue interest on past due receivables.

Identified Intangible Assets

The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. For the 26-week periods ended June 25, 2010 and June 26, 2009, there was no impairment of long-lived or intangible assets.

Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, principally three to ten years. Accelerated methods are used for tax depreciation. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. Equipment held under capital leases is stated at the present value of the minimum lease payments and amortized on a straight-line basis over the estimated useful life of the asset.

Depreciation is calculated by the straight-line method over the following estimated useful lives of the related assets:


		Years
Furniture and equipment		3-7
Computer equipment and software		1-4
Warehouse equipment		3-10
Leasehold improvements		Lease term

Estimated Fair Value of Financial Instruments

The aggregated net fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and cash equivalents, receivables, payables, accrued expenses and short-term borrowings. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the Company’s debt is estimated based upon the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities.

Uncertain Tax Positions

The Company periodically assesses its tax positions taken for all open tax years and has not identified any uncertain tax positions. The Company is not subject to examination by taxing authorities for years prior to 2006.

Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax return purposes. Deferred tax assets and liabilities are determined based on the differences between the book values and the tax bases of particular assets and liabilities and the tax effects of net operating loss and capital loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized as income or expense in the period that included the enactment date.

The Company generated deferred tax assets primarily in 2004 and 2005 as a result of expenses from the triangular reverse merger with Absolute Glass, the write off of expenses related to an unsuccessful capital raising, moving the warehouse facility and general operating losses.

The Company periodically assesses the recoverability of its deferred tax assets, as necessary, when the Company experiences changes that could materially affect its determination of the recoverability of its deferred tax assets. In conducting this assessment, management considered a variety of factors, including the Company’s operating profits, the reasons for the Company’s operating losses in prior years, and management’s judgment as to the likelihood of continued profitability and expectations of future performance, and other factors. Management does not believe that a valuation allowance is necessary; however the amount of deferred tax asset realizable could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced. Net loss carry forwards will begin to expire in 2017.

Put Options

The Company issued restricted common shares as partial consideration for a loan obtained from Moriah Capital L.P. (“Moriah”). Pursuant to the terms and conditions of the governing Securities Issuance Agreement, the holder of such shares has the right, but not the obligation, to put the shares back to the Company at a fixed price of $0.21 per common share on March 18, 2011. Moriah can sell these shares of common stock at its sole discretion in compliance with applicable securities laws. The Company has accounted for these shares in accordance with the guidance established by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 as a reclassification of the value of the shares from permanent to temporary equity. As of March 18, 2011, if the put expires unexercised, the Company will transfer the value of the shares back to permanent equity, less any amount recovered from the holder.

Stock-Based Compensation

The Company has stock option and stock incentive plans for employees and non-employee directors that provide for grants of restricted stock awards and options to purchase shares of Jagged Peak common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. The Company recognizes the cost of all share-based payments in the financial statements using a fair-value based measurement method. The Company uses a Black-Scholes model to value its stock option grants and expenses the related compensation cost using the straight-line method over the vesting period. The fair value of the stock compensation is determined on the grant date using assumptions for the expected term, volatility, dividend yield and the risk free interest rate. The period expense is then determined based on the valuation of the options and on estimated forfeitures. Generally, stock options vest 50 percent on each anniversary of the grant date, are fully vested two years from the grant date, and have a contractual term of five years.

There were no options granted during the 26-week period ended June 25, 2010 and there were 100,000 options granted during the 26-week period ended June 25, 2009. As of June 25, 2010, there was approximately $2,600 of unrecognized stock-based compensation expense related to nonvested stock options.

Foreign Currency

Generally, the functional currency of our international subsidiary is the local currency. The financial statements are translated to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenues, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. There were no recorded translation gains for the 26-week period ended June 25, 2010. Net gains and losses resulting from foreign exchange transactions are recorded as a component of other expenses.

Earnings per Share

The Company computes earnings per share in accordance with FASB ASC 260, Earnings per Share. FASB ASC 260 provides for the calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potential common stock shares consist of shares that may arise from outstanding dilutive common stock options and warrants (the number of which is computed using the “treasury stock method”) and from outstanding convertible debentures (the number of which is computed using the “if converted method”). Diluted earnings per share considers the potential dilution that could occur if the Company’s outstanding common stock options, warrants and convertible debentures were converted into common stock that then shared in the Company’s earnings (as adjusted for interest expense, that would no longer occur if the debentures were converted).

The weighted average number of shares was approximately 16,020,961 and 14,677,594 for the 26-week periods ended June 25, 2010 and June 26, 2009, respectively. The diluted weighted average number of shares was approximately 16,030,665 and 14,990,527 for the 26-week periods ended June 25, 2010 and June 26, 2009, respectively.

Common stock equivalents for the 26-week period ended June 26, 2009 were anti-dilutive due to the net losses sustained by the Company during that period. Therefore, the diluted weighted average common shares outstanding for the dilutive weighted average share calculation in the 26-week period ended June 26, 2009 excludes approximately 312,933 shares that could dilute earnings per share in future periods.

Recently Issued Financial Accounting Standards

In May 2009, the FASB issued Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). This requires disclosure of the date through which the entity has evaluated subsequent events and the basis for that date. For public entities, this is the date the financial statements are issued. This does not apply to subsequent events or transactions that are within the scope of other GAAP and will not result in significant changes in the subsequent events reported by the Company. The Company has evaluated events and transactions occurring subsequent to the balance sheet date of June 25, 2010, for items that should be recognized or disclosed in these financial statements.

Other recent accounting pronouncements issued by the FASB (including its EITF), 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 financial statements.

3. Equity

Common Stock

Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors (the “Board”), subject to the prior rights of the holders of any outstanding senior classes of stock, to which there are currently none. The Company records stock as issued when the consideration is received or the obligation is incurred.

The Company’s 2005 Stock Incentive Plan, as amended in July 2008, (“the Plan”) grants the Board of Directors the authority to grant up to 5,000,000 options to key employees, officers, directors, and consultants. The aggregate fair market value of grants to one individual shall not exceed $100,000 during any one calendar year for grants of both incentive stock options and non-qualified stock options. Options granted under the Plan must be exercised within ten years of the date of grant. The option price payable for the shares of Common Stock covered by any option shall be determined by the Board of Directors, but with regards to incentive stock options, shall not be less than the fair market value of one share of Common Stock on the date of grant. The option price for nonstatutory options may be less than the fair market value of Common Stock on the date of grant only if the Board determines that special circumstances warrant a lower exercise price.

The Company’s 2000 Stock Incentive Plan authorizes the grant of up to 100,000 shares of common stock to any employee or Consultant during any one calendar year for grants of both incentive stock options and

non-qualified stock options to key employees, officers, directors, and consultants. Options granted under the Plan must be exercised within ten years of the date of grant. The option price payable for the shares of Common Stock covered by any Option shall be determined by the Board of Directors, but shall in no event be less than the par value of Common Stock. The option price for incentive stock options shall not be less than the fair market value of one share of Common Stock on the date of grant. The option price for nonstatutory options may be less than the fair market value of Common Stock on the date of grant only if the Board determines that special circumstances warrant a lower exercise price.

The following summarizes the Company’s stock option and warrant activity and related information:


	Shares		Range of Exercise Prices		Weighted Average Exercise Price
Outstanding at December 26, 2008	3,899,898		$	0.01-2.50	$	0.80
Warrants, convertible debt and options granted	200,000		$	0.25	$	0.25
Warrants exercised	(230,000	)	$	0.01	$	0.01
Warrants and options cancelled or expired	(1,512,058	)	$	0.50-1.28	$	1.00

Outstanding at December 25, 2009	2,357,840		$	0.01-2.50	$	0.70

Warrants exercised	(94,117	)	$	0.01	$	0.01
Warrants and options cancelled or expired	(100,000	)	$	0.25	$	0.25


Outstanding at June 25, 2010	2,163,723		$	0.01-2.50	$	0.75

Exercisable at June 25, 2010	2,113,723		$	0.01-2.50	$	0.77
Exercisable at December 25, 2009	2,157,840		$	0.01-2.50	$	0.75

The following table summarizes information about options and warrants outstanding and exercisable as of June 25, 2010:


	Outstanding Warrants and Options				Exercisable Warrants and Options
Range of Exercise Price	Number Outstanding	Weighted Average Remaining Life	Weighted Average Price		Weighted Average Remaining Life	Number Exercisable	Weighted Average Price
$0.01	10,782	41 years	$	0.01	41 years	10,782	$	0.01
$0.25-0.77	1,618,529	1.3 years	$	0.58	1.2 years	1,568,529	$	0.60
$1.00-2.50	534,412	0.5 years	$	1.29	0.5 years	534,412	$	1.29

As of June 25, 2010 and December 25, 2009, there were 2,113,723 and 2,157,840 options exercisable at a weighted average exercise price of $0.77 and $0.75, respectively. There were no options granted in 2010 and the weighted average fair value of options at the date of grant of the options was $0.25 for 2009.

4. Segment Information

The Company had two reportable segments during the 13 and 26 weeks ended June 25, 2010: Jagged Peak, Inc and Jagged Peak Canada, Inc. Although both of these segments are in the same industry, provide the same services, have similar clients, are managed by the same team and use the same technology, they provide the services in different geographical locations. Revenue for Jagged Peak Canada Inc. began in the third quarter of 2009. Therefore, for the 13 and 26 weeks ended June 25, 2010 the Company has included segment reporting; however for the 13 and 26 weeks ended June 26, 2009 there was no reportable segment activity.

For the 13 weeks ended June 26, 2010, information regarding operations by segment is as follows:


	Jagged Peak, Inc		Jagged Peak Canada, Inc.			Total
Revenue	$	4,325,500	$	624,000		$	4,949,500
Cost of revenues	$	3,101,900	$	611,600		$	3,713,500
Operating income (loss)	$	168,400	$	(9,500	)	$	158,900
Net profit (loss)	$	30,400	$	(4,900	)	$	25,500

For the 26 weeks ended June 26, 2010, information regarding operations by segment is as follows:


	Jagged Peak, Inc		Jagged Peak Canada, Inc.			Total
Revenue	$	8,903,000	$	1,187,000		$	10,090,000
Cost of revenues	$	6,526,300	$	1,166,800		$	7,693,100
Operating income (loss)	$	325,100	$	(25,100	)	$	300,000
Net profit (loss)	$	54,400	$	(17,600	)	$	36,800

Jagged Peak Canada, Inc has no long-term assets and there was approximately $36,000 of intercompany management charges that were eliminated in consolidation for the 26 week period ended June 26, 2010.

5. Related Party Transaction

The Company contracted with Norco Accounting and Consulting Inc. (“Norco”) to provide accounting and consulting services. The Company did not use the services of Norco during the 26-week period ended June 25, 2010 and paid approximately $12,900 during the 26-week period ended June 26, 2009. Norco is 50% owned by Andrew J. Norstrud, who joined the Company in October of 2005, as the

Company’s Chief Financial Officer. The Company continues to occasionally use Norco for temporary accounting staffing needs under the contract signed prior to Andrew J. Norstrud joining the Company.

The above related party transactions are not necessarily indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent parties.

PART I – FINANCIAL INFORMATION

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives and performance that involve risk, uncertainties and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words “expect”, “anticipate”, “estimate” or similar expressions are also used to indicate forward-looking statements. The following discussions should be read in conjunction with our financial statements and the notes thereto presented in “Item 1 – Financial Statements” and our audited financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our report on Form 10-K for the year ended December 25, 2009.

Background of our Company

systems as well as industry leading ERP, WMS, TMS and CRM software systems. In addition to the traditional software license sales model, Jagged Peak offers its software with a flexible managed services transaction based pricing model.

Jagged Peak has a network of independently owned fulfillment warehouses throughout North America that enables its clients to provide better service to their customers, while lowering their overall delivery costs. The EDGE application is able to automatically route the orders to the optimal warehouse based on an established set of factors such as service, cost and priority. This enables our clients to achieve their customer service goals while reducing cost and internal infrastructure.

In addition to application software and demand execution, Jagged Peak also focuses on e-marketing and e-channel management to provide a holistic e-commerce solution for its clients. The Company’s approach to e-marketing is to build marketing programs and systems that elevate client’s sites to be viewed by leading search engines as “authorities” within a particular product niche or keyword search term. Our services help companies excel in online retailing through the management, development, and optimization of e-commerce stores. Jagged Peak’s e-marketing services achieve superior results by utilizing a mix of traditional and emerging strategies and industry best practices. The Company’s e-channel management services help protect clients’ online pricing and intellectual property policies by utilizing an automated system and business process to identify, notify and potentially enforce violations. Jagged Peak’s holistic approach to e-commerce provides its clients with assurance that their e-business is performing at its highest level.

There are a variety of risks associated with the Company’s ability to achieve strategic objectives, including the ability to increase market penetration, acquire and profitably manage additional businesses, current reliance on key customers, the risks inherent in expanding, and the intense competition in the industry. For a more detailed discussion of these risks, see the section of our December 25, 2009 annual report filed with the SEC under Item 1A entitled “Risks Factors.”

RESULTS OF OPERATIONS

For the 13-week period ended June 25, 2010 compared to the 13-week period ended June 26, 2009

Revenues increased approximately $1,353,800, or 38%, to approximately $4,949,500 for the 13-week period ended June 25, 2010, as compared to approximately $3,595,700 for the 13-week period ended June 26, 2009. The increase in revenue primarily related to (i) continued growth in order/transaction volume, (ii) increase in distribution orders, (iii) the newly operating Canadian operation, (iv) growth in our recurring technology transaction revenue, and (v) new customers. The Canadian operation is similar to our United States fulfillment operation, however all technology services are still performed and billed from the United States.

Cost of revenues, which consist primarily of labor, software amortization, technology, facilities, postage, freight, and packing supplies, increased by approximately $1,060,500 or 40%, to approximately $3,713,500 for the 13-week period ended June 25, 2010, as compared to approximately $2,653,000 for the 13-week period ended June 26, 2009. As a percentage of revenues, cost of revenue amounted to approximately 75% of related revenues for the 13-week period ended June 25, 2010, as compared with approximately 74% for the 13-week period ended June 26, 2009. Increased costs of revenue and increases as a percentage of revenue resulted primarily from (i) increased order / transaction volume, (ii) a decrease in professional service revenue, which has a higher gross margin, (iii) increased orders flowing through the Company’s North America distribution network, which has a lower gross margin, and (iv) the newly operating Canadian operation, which has a higher cost of revenue as a percentage of revenue. Executive management continues to change the infrastructure and production methods, and to develop technology enhancements to enable the Company to continue to increase productivity without significant additional resources and to allow the Company to better capitalize on economies of scale as revenues increase. Management expects the percentage of cost of revenue to revenue to decrease as sales increase and we are able to capitalize on the additional capacity and improve our Canadian operations.

Selling, general and administrative expense increased by approximately $37,400, or 4%, to approximately $1,077,100 for the 13-week period ended June 25, 2010 as compared to approximately $1,039,700 for the 13-week period ended June 26, 2009. The increase was primarily related to (i) increased sales and marketing costs related to a new sale program, (ii) recruiting and travel expenses, and (iii) costs related to the implementation of the new warehouse management system. Management continues to “re-deploy” administrative resources to focus on sales and marketing activities to enable the Company to grow without significant increases in general and administrative expenses. The Company is in the process of implementing a new warehouse management system, which will continue to increase the general and administrative expense during the third and fourth quarter.

The Company realized a profit from continuing operations before provisions for income taxes of approximately $40,700 for the 13-week period ended June 25, 2010, compared with the loss from continuing operations before provisions for income taxes of approximately $213,700 for the 13-week period ended June 26, 2009.

Income tax expense was approximately $15,200 for the 13-week period ended June 25, 2010 compared to an income tax benefit of approximately $81,100 for the 13-week period ended June 26, 2009. Differences between the effective tax rate used for 2010 and 2009, as compared to the U.S. federal statutory rate, are primarily due to permanent differences. As of June 25, 2010 the Company had federal and state net operating loss carry-forwards totaling approximately $4,200,000, which begin to expire in 2017.

Basic income per share from continuing operations for the 13-week period ended June 25, 2010 was $0.00 per weighted average share, compared with basic loss of $0.01 per weighted average share for the 13-week period ended June 26, 2009.

For the 26-week period ended June 25, 2010 compared to the 26-week period ended June 26, 2009

Revenues increased approximately $2,486,500, or 33%, to approximately $10,090,000 for the 26-week period ended June 25, 2010, as compared to approximately $7,603,500 for the 26-week period ended June 26, 2009. The increase in revenue primarily related to (i) continued growth in order/transaction volume, (ii) increase in distribution orders, (iii) the newly operating Canadian operation, (iv) growth in our recurring technology transaction revenue, and (v) new customers. The Canadian operation is similar to our United States fulfillment operation, however all technology services are still performed and billed from the United States.

Cost of revenues, which consist primarily of labor, software amortization, technology, facilities, postage, freight, and packing supplies, increased by approximately $2,055,200, or 36%, to approximately $7,693,100 for the 26-week period ended June 25, 2010, as compared to approximately $5,637,900 for the 26-week period ended June 26, 2009. As a percentage of revenues, cost of revenue amounted to approximately 76% of related revenues for the 26-week period ended June 25, 2010, as compared with approximately 74% for the 26-week period ended June 26, 2009. Increased costs of revenue and increases as a percentage of revenue resulted primarily from (i) increased order / transaction volume, (ii) a decrease in professional service revenue, which has a higher gross margin, (iii) increased orders flowing through the Company’s North America distribution network, which has a lower gross margin, and (iv) the newly operating Canadian operation, which has a higher cost of revenue as a percentage of revenue. Executive management continues to change the infrastructure and production methods, and to develop technology enhancements to enable the Company to continue to increase productivity without significant additional resources and to allow the Company to better capitalize on economies of scale as revenues increase. Management expects the percentage of cost of revenue to revenue to decrease as sales increase and we are able to capitalize on the additional capacity and improve our Canadian operations.

Selling, general and administrative expense decreased by approximately $66,400, or 3%, to approximately $2,096,900 for the 26-week period ended June 25, 2010 as compared to approximately $2,163,300 for the 26-week period ended June 26, 2009. The decrease was primarily related to (i) a management effort beginning in 2009 to reduce overall general and administrative expense, (ii) automation of certain functions, and (iii) the completion of the new accounting system implementation, these gains were off-set by costs associated with (i) a new sales and marketing program and (ii) the implementation of a new warehouse management system. Management continues to “re-deploy” administrative resources to focus on sales and marketing activities to enable the Company to grow without significant increases in general and administrative expenses. The Company is in the process of implementing a new warehouse management system, which will increase general and administrative expense during the third and fourth quarter.

The Company realized a profit from continuing operations before provisions for income taxes of approximately $63,200 for the 26-week period ended June 25, 2010, compared with the loss from continuing operations before provisions for income taxes of approximately $429,600 for the 26-week period ended June 26, 2009.

Income tax expense was approximately $26,400 for the 26-week period ended June 25, 2010 compared to an income tax benefit of approximately $149,600 for the 26-week period ended June 26, 2009. Differences between the effective tax rate used for 2010 and 2009, as compared to the U.S. federal statutory rate, are primarily due to permanent differences. As of June 25, 2010 the Company had federal and state net operating loss carry-forwards totaling approximately $4,200,000, which begin to expire in 2017.

Basic income per share from continuing operations for the 26-week period ended June 25, 2010 was $0.00 per weighted average share, compared with basic loss of $0.02 per weighted average share for the 26-week period ended June 26, 2009.

Critical Accounting Policies and Estimates

Use of Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company reviews its estimates, including but not limited to, capitalization of software, work in process, recoverability of long-lived assets, recoverability of prepaid expenses, valuation on deferred tax assets and allowance for doubtful accounts, on a regular basis and makes adjustments based on historical experiences and existing and expected future conditions. These evaluations are performed and adjustments are made, as information is available. Management believes that these estimates are reasonable and have been discussed with the audit committee; however, actual results could differ from these estimates.

Revenue Recognition

Concentration of Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents and accounts receivables.

for estimated losses on accounts receivable considering a number of factors, including the overall aging of accounts receivables, customer’s payment history and the customer’s current ability to pay its obligation. Based on managements’ review of accounts receivable and other receivables, an allowance for doubtful accounts of approximately $35,000 and $40,000 is considered necessary as of June 25, 2010 and December 25, 2009, respectively. Although management believes that accounts receivable are recorded at their net realizable value, a 10% decline in historical collection rate would increase the current bad debt expense for the period ended June 25, 2010 by approximately $10,000. We do not accrue interest on past due receivables.

Income Taxes

Put Options

The Company issued restricted common shares as partial consideration for a loan obtained from Moriah Capital L.P. (“Moriah”). Pursuant to the terms and conditions of the governing Securities Issuance Agreement, the holder of such shares has the right, but not the obligation, to put the shares back to the Company at a fixed price of $0.21 per common share on March 18, 2011. Moriah can sell these shares of common stock at its sole discretion in compliance with applicable securities laws. The Company has accounted for these shares in accordance with the guidance established by FASB ASC 480 as a reclassification of the value of the shares from permanent to temporary equity. As of March 18, 2011, if the put expires unexercised, the Company will transfer the value of the shares back to permanent equity, less any amount recovered from the holder.

EBITDA

EBITDA for the 26-week period ended June 25, 2010 was approximately $450,400 compared to approximately $(70,700) in the comparable period of the prior year. The increase in the EBITDA directly relates to the increase in sales compared to 2009 and the decrease in selling, general and administrative expenses. The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization

costs. The Company also excludes, if applicable, the cumulative effect of a change in accounting principle, discontinued operations, and the impact of restructuring and other charges from the computation. The Company believes EBITDA is a useful measure of operating performance before the impact of investing and financing transactions, making comparisons between companies’ earnings power more meaningful and providing consistent comparisons of the Company’s performance. In order to provide consistent comparisons of year-over-year EBITDA, the following reconciliation is provided:


	For the 26-weeks ended
	June 25, 2010		June 26, 2009

Net profit (loss) as reported	$	36,800	$	(280,000	)

Income tax expense (benefit)		26,400		(149,600	)

Interest expense		228,700		231,900

Depreciation and amortization		158,500		127,000



EBITDA	$	450,400	$	(70,700	)

USE OF GAAP AND NON-GAAP MEASURES

In addition to results presented in accordance with generally accepted accounting principles (“GAAP”), the Company has included in this report earnings “EBITDA,” with EBITDA being defined by the Company as earnings before interest, taxes, depreciation and amortization. The Company also excludes the cumulative effect of a change in accounting principle, discontinued operations, and the impact of restructuring and other charges from the computation of EBITDA, when applicable. For each non-GAAP financial measure, the Company has presented the most directly comparable GAAP financial measure and has reconciled the non-GAAP financial measure with such comparable GAAP financial measure.

These non-GAAP financial measures provide useful information to investors to assist in understanding the underlying operational performance of the Company. Specifically, EBITDA is a useful measure of operating performance before the impact of investing and financing transactions, making comparisons between companies’ earnings power more meaningful and providing consistent period-over-period comparisons of the Company’s performance. In addition, the Company uses these non-GAAP financial measures internally to measure its on-going business performance and in reports to bankers to permit monitoring of the Company’s ability to pay outstanding liabilities.

LIQUIDITY AND CAPITAL RESOURCES

As of June 25, 2010, the Company had approximately $1,732,800 of negative working capital and has cash and cash equivalents of approximately $108,300, compared with approximately $331,300 of cash and cash equivalents at December 25, 2009. The decrease in working capital is primarily the result of the debt that was refinanced in December of 2009 that has a maturity date of March 18, 2011, which is now less than one year and classified as a current liability.

During the 26-week period ended June 25, 2010 cash decreased by approximately $223,000. The most significant non-cash expenses during the period were depreciation, amortization and the amortization of equity related to debt. The Company used approximately $152,000 in operations. The Company invested

approximately $313,000 in property, equipment and enhancements of the EDGE platform. This was financed from available cash and an increase in the revolving debt. Management expects to return to positive cash flow from operations going forward, except in periods when the accounts receivable and work in process balances significantly increase based on revenue growth.

In December 2009, the Company entered into a Loan and Security Agreement with Moriah Capital L.P., a Delaware limited partnership (“Moriah”), whereby we agreed to a Term Note (the “Note”) in the principal amount of one million five hundred thousand dollars ($1,500,000). The interest rate of the Note is six percent (6%) above prime with a floor of eleven percent (11%) and is paid on a monthly basis. There are no monthly principal payments; a final balloon payment of $1,500,000 is due in March of 2011. The proceeds from the Note were used to extinguish all remaining loans of the Company and provide the necessary working capital to accelerate the Company’s growth initiatives. A portion of the Note is secured by Jagged Peak common stock held by certain stockholders of the Company, which could cause a change of control if the Company was to default on the loan.

Management expects to obtain additional financing or an equity infusion to make the final payment to Moriah, due in March of 2011. The current principal balance is $1,250,000. Based on the cash flow from operations and the Company’s past history, management believes it will be able to find conventional financing with reasonable terms. If the Company is unable to obtain the necessary financing from a conventional bank, it is highly likely that the current shareholders would be significantly diluted if the Company was required to refinance the debt with convertible debt at the current market price of the stock.

The Company has embarked on marketing activities, upgrades to technology and increasing infrastructure that it believes will enhance cash flows and business opportunities in the future. In addition, the Company uses its warehouse to provide a portion of its e-fulfillment services. When the Company outgrows the capabilities of this warehouse facility, the Company may elect to outsource these additional fulfillment service arrangements to other warehouse services providers, or elect to add additional warehouse space. The Company’s current strategy has been to build a network of partner warehouses to fulfill the additional order requirements. If the Company elected to add additional warehouse space, we may need to obtain additional financing. There is no assurance that we will be able to obtain financing on terms favorable to the Company or successfully implement infrastructure growth strategies.

Our strategy is to continue to expand through both internal development and mergers and acquisitions, which will depend on a number of factors that are beyond our control. There can be no assurance that we will be successful in implementing our growth strategy or successful obtaining adequate financing on favorable terms for these strategies.

From time to time the Company may become a defendant in legal proceedings in the normal course of business. Since the Company has not established a reserve in connection with such claims or any general reserve for legal expenses or claims, any such liability, if at all, would be recorded as an expense in the period incurred or estimated. This amount, even if not material to the Company’s overall financial condition, could adversely affect the Company’s results of operations in the period recorded.

SEASONALITY

Historically, the Company’s revenues and profitability have been subject to moderate quarterly seasonal trends. The first quarter has traditionally been the weakest and the fourth quarter has traditionally been the strongest. Typically, this pattern has been the result of factors such as, national holidays, customer demand and economic conditions. Additionally, significant portions of the Company’s revenues are from clients whose business levels are impacted by seasonality and the economy.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

Item 4(T).

Controls and Procedures

(a)

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of management, including the CEO and CFO, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 25, 2010. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective for timely gathering, analyzing, and disclosing the information we are required to disclose in our reports filed under the Securities Act of 1934, as amended.

(b)

Changes in Internal Control over Financial Reporting. There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended June 25, 2010 that materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

As of the date of this Quarterly Report, there are no material pending legal proceedings other than ordinary routine litigation to which the Company is a party or of which any of its property is subject.

Item 1A.

Risk Factors

Not Applicable.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In January of 2010, the Company issued 94,117 common stock shares, $0.001 par value per share, under Regulation D promulgated under the Securities Act of 1933, as amended. The issuance was related to the exercise of warrants and the consideration paid was approximately $1,000. The use of these proceeds will be for working capital.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Removed and Reserved

Item 5.

Other Information

None.

Item 6.

Exhibits

(a)	Exhibits included herewith are:



31.1		Certification of the Chief Executive Officer dated August 6, 2010

31.2		Certification of the Chief Financial Officer dated August 6, 2010

32.1		Written Statements of the Chief Executive Officer dated August 6, 2010

32.2		Written Statements of the Chief Financial Officer dated August 6, 2010

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 hereunto duly authorized.


Jagged Peak, Inc.
Registrant

/s/ Paul B. Demirdjian				August 6, 2010
Paul B. Demirdjian				Date
Chief Executive Officer
(Principle Executive Officer)

/s/ Andrew J. Norstrud				August 6, 2010
Andrew J. Norstrud				Date
Chief Financial Officer
(Principle Financial Officer)

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company