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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549



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FORM 10-Q/A

Amendment No. 1



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

For the quarterly period ended September 30, 2006

OR



| ̈ | 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. 0-7152



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DEVCON INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                      |  |                                                         
|-------------------------------------------------------------- |  | ------------------------------------ |  | --------------------------------------------------------
|FLORIDA                                                        |  | 59-0671992                           |  | 3270;7381                                               
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.) |  | (Primary Standard Industrial Classification Code Number)

595 SOUTH FEDERAL HIGHWAY, SUITE 500

BOCA RATON, FLORIDA 33432

(Address of principal executive offices)

(561) 208-7200

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    YES  x    NO ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

Large Accelerated Filer ̈Accelerated Filer ̈Non-Accelerated Filer  x

Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act):    YES ̈NO  x

As of November 13, 2006 the number of shares outstanding of the registrants Common Stock was 6,033,879.



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Explanatory Note

This Amendment No. 1 to the Form 10-Q for the fiscal quarter ended September 30, 2006 (the Form 10-Q) of Devcon International Corp. (the Company) is being filed to amend the fifteenth
paragraph of Part I, Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates and the third paragraph of Note 4 of the Companys Consolidated
Financial Statements to remove the reference to an independent appraisal firm used in connection with the preparation of purchase price allocations related to customer account acquisitions and to replace the first paragraph of Part I, Item 4
 Controls and Procedures in its entirety. Except for the revisions described in this paragraph, the Form 10-Q remains unchanged.

4. Acquisitions

On March 6, 2006, the Company completed the acquisition of Guardian International, Inc. (Guardian) under
the terms of an Agreement and Plan of Merger, dated as of November 9, 2005, between the Company, an indirect wholly-owned subsidiary of the Company and Guardian in which the Company acquired all of the outstanding capital stock of Guardian for
an estimated aggregate cash purchase price of approximately $65.5 million, excluding transaction costs of $1.7 million. This purchase price consisted of (i) approximately $24.6 million paid to the holders of the common stock of Guardian,
(ii) approximately $23.3 million paid to redeem two series of Guardians preferred stock, (iii) approximately $13.3 million used to assume and pay specified Guardian debt obligations and expenses and (iv) approximately $1.0
million used to satisfy specified expenses incurred by Guardian in connection with the merger. The balance of the purchase consideration, approximately $3.3 million, has been placed in escrow. Subject to reconciliation based upon recurring monthly
revenue, or RMR, and net working capital levels as of closing and subject to other possible adjustments, Guardian common shareholders are expected to receive a pro rata distribution from the escrowed amount approximately six months after the
closing.

In order to finance the acquisition of Guardian, and as further discussed in this Note, the Company increased the amount of cash
available under its CapitalSource revolving credit facility from $70 million to $100 million and used $35.6 million under this facility together with the net proceeds from the issuance of the notes and warrants to purchase Guardian and repay the $8
million CapitalSource Bridge Loan. In addition, the Company issued to certain investors, under the terms of a Securities Purchase Agreement, dated as of February 10, 2006, an aggregate principal amount of $45 million of notes along with
warrants to acquire an aggregate of 1,650,943 shares of the Companys common stock at an exercise price of $11.925 per share.

The
Company has recorded the acquisition using the purchase method of accounting. The preliminary purchase price allocation is based upon a valuation study as to fair value. Additionally, the preliminary purchase price allocation reflects adjustments
since the acquisition date resulting from information subsequently obtained to complete an estimate of the fair value of the acquired assets and liabilities. Through September 30, 2006, the net effect of those adjustments was $1.0 million
additional value allocated to Goodwill, primarily related to the estimated value of deferred tax liabilities. The Company will finalize the purchase price allocation by December 31, 2006. Results of operations included for the acquisition are
for the period March 6, 2006 to September 30, 2006.

The preliminary purchase price allocation is as follows:



|                                                             |  |   |         |  
|------------------------------------------------------------ |  | - | ------- | -
|Preliminary Purchase Price Allocation (dollars in thousands) | 
|Cash                                                         |  | $ | 930     |  
|Accounts receivable                                          |  |   | 2,377   |  
|Other assets                                                 |  |   | 281     |  
|Inventory                                                    |  |   | 1,470   |  
|Fixed assets                                                 |  |   | 1,097   |  
|Deferred revenue                                             |  |   | (2,782  | )
|Accounts payable and other liabilities                       |  |   | (3,590  | )
|Deferred tax liability                                       |  |   | (12,094 | )
|Trade name                                                   |  |   | 1,400   |  
|Customer contracts                                           |  |   | 14,000  |  
|Customer relationships                                       |  |   | 30,000  |  
|Goodwill                                                     |  |   | 33,417  |  
|                                                             |  |   |         |  
|Total purchase price                                         |  | $ | 66,506  |  



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The following table shows the consolidated results of the Company and Guardian, as though the Company had
completed this acquisition at the beginning of each period for which results are reported:



|                                    |  |                        |           |   |                    |   |           |                    |  |   |                    |   |  |   |           |  
|----------------------------------- |  | ---------------------- | --------- | - | ------------------ | - | --------- | ------------------ |  | - | ------------------ | - |  | - | --------- | -
|                                    |  | Three Months Ended     |           |   | Nine Months Ended  |  
|                                    |  | September 30, 2006     |           |   | September 30, 2005 |   |           | September 30, 2006 |  |   | September 30, 2005 |  
|                                    |  | (dollars in thousands) |          
|Revenue                             |  | $                      | 26,141    |   |                    | $ | 28,229    |                    |  | $ | 83,583             |   |  | $ | 88,661    |  
|Net (loss)                          |  | $                      | (11,241   | ) |                    | $ | (942      | )                  |  | $ | (20,091            | ) |  | $ | (2,761    | )
|                                    |  |                        |           |  
|Loss per common share  basic       |  |                        | (1.86     | ) |                    |   | (0.16     | )                  |  |   | (3.34              | ) |  |   | (0.47     | )
|Loss per common share  diluted     |  |                        | (1.86     | ) |                    |   | (0.16     | )                  |  |   | (3.34              | ) |  |   | (0.47     | )
|                                    |  |                        |           |  
|Weighted average shares outstanding |  |                        |           |   |                    |   |           |                    |  |   |                    |   |  |   |           |  
|Basic                               |  |                        | 6,033,879 |   |                    |   | 5,959,358 |                    |  |   | 6,023,075          |   |  |   | 5,872,736 |  
|Diluted                             |  |                        | 6,033,879 |   |                    |   | 5,959,358 |                    |  |   | 6,023,075          |   |  |   | 5,872,736 |  

Critical Accounting Policies and Estimates

Our discussion of our financial condition and results of operations is an analysis of the condensed consolidated financial statements, which have been
prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), consistently applied. Although our significant accounting policies are described in Note 1 of the notes to our consolidated
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2005, the following discussion is intended to describe those accounting policies and estimates most critical to the preparation of our unaudited
condensed consolidated financial statements. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to allowance for credit losses, inventories and loss reserve for inventories, cost to complete construction contracts,
assets held-for-sale, intangible assets, changes in derivative instrument value, income taxes, taxes on un-repatriated earnings, warranty obligations, impairment charges, business divestitures, pensions, deferral compensation and other employee
benefit plans or arrangements, environmental matters, and contingencies and litigation. We base our estimates on historical experience and on various other factors that we believe to be reasonable, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We believe the following critical accounting policies affect the more significant
judgments and estimates used in the preparation of our consolidated financial statements.

Revenue in the security division for repair and
installation services, for which no monitoring contract is connected, is recognized when the services are performed.

Revenue in the
security division for monitoring services is recognized monthly as services are provided pursuant to the terms of subscriber contracts, which have prices that are fixed and determinable. We assess the subscribers ability to meet the contract
terms, including meeting payment obligations, before entering into the contract. Nonrefundable installation charges and a portion of related direct costs to acquire the monitoring contract, such as sales commissions, are deferred and recognized over
the estimated life of a new subscriber relationship, which we have estimated at ten years. If the site being monitored is disconnected prior to completion of the original expected life, the unamortized portion of the deferred installation and direct
costs to acquire are expensed in the period in which the disconnection occurs.

Revenue for the materials division is recognized when the
products are delivered (FOB Destination) and invoiced at a fixed price.

Revenue and earnings on construction contracts, including
construction joint ventures, are recognized after collectibility is reasonably assured and are calculated using the percentage-of-completion-method based upon the ratio of costs incurred to estimated final costs. We recognize revenue on projects
with claims only when there exists a legal basis supported by objective and verifiable evidence and additional identifiable costs are incurred due to unforeseen circumstances beyond our control. Change-orders for additional contract revenue are
recognized if it is probable that they will result in additional revenue and the amount can be reliably estimated.

Provisions are
recognized in the statement of operations for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue. Contract cost is recorded as
incurred and revisions in contract revenue and cost estimates are reflected in the accounting period when known. We estimate costs to complete our construction contracts based on experience from similar work completed in the past. If the conditions
of the work to be performed change or if the estimated costs are not accurately projected, the gross profit from construction contracts may vary significantly in the future. The foregoing, as well as weather, stage of completion and mix of contracts
at different margins may cause fluctuations in gross profit between periods and these fluctuations may be significant.



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Notes receivable are recorded at cost, less a related allowance for impaired notes receivable.
Management, considering current information and events regarding the borrowers ability to repay their obligations, considers a note to be impaired when it is probable that we will be unable to collect all amounts due according to the
contractual terms of the note agreement. When a loan is considered to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the notes effective interest rate.

We maintain allowances for doubtful accounts for estimated losses resulting from managements review and assessment of our customers
ability to make required payments. We consider the age of specific accounts and a customers payment history. For our construction and materials divisions, specific collateral given by the customer to secure the receivable is obtained when we
determine necessary. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required.

We write down inventory for estimated obsolescence or lack of marketability arising from the difference between the cost of inventory and the estimated
market value based upon assessments about current and future demand and market conditions. If actual market conditions were to be less favorable than those projected by management, additional inventory reserves could be required. If the actual
market demand surpasses the projected levels, inventory write downs are not reversed.

If the installation of security systems will have
future recurring revenue, the costs to install are deferred and included in work in process inventory. When the installation is complete, the deferred installation costs are capitalized and included in other current and long term assets accordingly.
The capitalized installation costs are then amortized over the life of an average customer contract life or ten years. If the site being monitored is disconnected prior to completion of the original expected life, the unamortized portion of the
deferred installation and direct costs to acquire are expensed in the period in which the disconnection occurs.

We determine for our
construction and materials division our fixed assets recoverability on a subsidiary level or group of asset level. If we, as a result of our valuation in the future, assess the assets not to be recoverable, a negative adjustment to the book value of
those assets may occur. On the other hand, if we impair an asset, and the asset continues to produce income, we may record earnings higher than they would have been if no impairment had been recorded.

We determine the lives of goodwill and other intangible assets acquired in a purchase business combination. Some of these assets, such as goodwill, which
we determine to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of FASB 142. This testing is based on subjective analysis and may change from time to time. We
tested goodwill and other intangible assets for impairment on June 30, 2006 and will test for impairment annually each June 30. Other identifiable intangible assets with estimated useful lives are amortized over their respective estimated
useful lives. The review of impairment and estimation of useful life is subjective and may change from time to time.

Customer accounts are
stated at fair value based on the discounted cash flows over the estimated life of the customer contracts and relationships. We use a valuation study at the time of each acquisition to determine the value and estimated life of customer accounts
purchased in order to determine an appropriate method by which to amortize the acquired asset. The amortization life is based on historic analysis of customer relationships combined with estimates of expected future revenues from customer accounts.
We amortize customer accounts on a straight-line basis over the expected life of the customer accounts, which varies from four to seventeen years, and record an additional charge equal to the remaining unamortized value of the customer account for
accounts which discontinued service before the expected life. The additional charge for discontinued accounts is equal to the remaining net book value of the customer contract and relationship for the specific customer account canceled.

We maintain an accrual for retirement agreements with our executives and certain other employees. This accrual is based on the life expectancy of
these persons and an assumed weighted average discount rate of 4.3%. Should the actual longevity vary significantly from the United States insurance norms, or should the discount rate used to establish the present value of the obligation vary, the
accrual may have to be significantly increased or diminished at that time.

The EDC completed a compliance review on one of our
subsidiaries in the U.S. Virgin Islands on February 6, 2004. The compliance review covered the period from April 1, 1998 through March 31, 2003 and resulted from our application to request an extension of tax exemptions from the EDC.
We are working with the EDC to resolve the issues. One of those issues is whether certain items of income qualified for exemption benefits under our then-existing tax exemption, including notice of failure to make gross receipts tax payments of
$505,000 and income taxes of $2.2 million, excluding interest and penalties. This is the first time that a position contrary to our or any position on this specific issue has been raised by the EDC. In light of these recent events, and based on
discussions with legal counsel, we established a tax accrual at December 31, 2003 for such exposure which approximates the amounts set forth in the EDC notice. In September 2005 and 2004, the statute of limitations with respect to the income
tax return filed by us for the year ended December 31, 2001 and 2000, respectively, expired. Accordingly, in the third quarter of 2005 and 2004, we reversed $37,440 and $2.3 million, respectively, of the tax accrual established at
December 31, 2003. We will work with the EDC regarding this matter and if challenged by the U.S. Virgin Islands taxing authority, will vigorously contest its position.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered
future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event that we were to determine that we would be able to realize our deferred tax assets in the future in excess
of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such a determination is made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax asset in the
future, an adjustment to the deferred tax asset would be charged to income in the period in which such a determination is made.



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Freestanding and embedded financial instrument derivatives, which have been identified in connection with
financial instruments issued, are valued at the time of issuance using an appropriate option pricing model and recorded as an asset or liability based upon the terms and conditions of the derivative instrument identified. When a host instrument
contains more than one embedded derivative, and these derivatives require bifurcation, the bifurcated derivative instruments are valued as a single compound derivative instrument. The valuation model utilized requires assumptions related to the
remaining term of the derivative instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the respective derivative instrument. The
derivatives which are identified are re-valued at the end of each reporting period utilizing the same model used to value the derivatives at the time of issuance, and the changes in the fair value of the derivatives are recorded as charges or
credits to income in the period in which the changes occur. When a financial instrument derivative is classified as a liability and is connected with a host instrument obligation, the related host instrument obligation is recorded after applying an
appropriate discount equal to the value of the derivative (the Discount). In addition, the Discount is accreted to the face value of the respective host instrument obligation, utilizing the effective rate method, and, accordingly, an
additional non-cash charge is recorded as interest expense or a reduction of net income to arrive at income attributable to common shareholders depending on the respective balance sheet classification of the host instrument obligation.

In December 2004 the Financial Accounting Standards Board issued SFAS No. 123R, Share-Based Payment. SFAS No. 123R is a revision
of SFAS No. 123 and supersedes APB 25. SFAS No. 123R eliminates the use of the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments
based on the grant-date fair value of those awards. On April 14, 2005, the Securities and Exchange Commission adopted a new rule that amended the compliance date to adopt SFAS 123R, effective January 1, 2006. SFAS No. 123R permits
companies to adopt its requirements using either a modified prospective method or a modified retrospective method. Under the modified prospective method, compensation cost is recognized in the financial statements
beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and, based on the requirements of SFAS No. 123, for all unvested awards granted prior to the effective date
of SFAS No. 123R. Under the modified retrospective method, the requirements are the same as under the modified prospective method, except that entities also are allowed to restate financial statements of previous periods
based on pro forma disclosures made in accordance with SFAS No. 123. We have chosen to use the modified prospective method as explained in Note 12 to these unaudited condensed consolidated financial statements.

We are not presently considering changes to any of our critical accounting policies and we do not presently believe that any of our critical accounting
policies are reasonably likely to change in the near future. There have not been any material changes to the methodology used in calculating our estimates during the last three years. Our Chief Executive Officer and Chief Financial Officer have
reviewed all of the foregoing critical accounting policies and estimates.



|Item 4. | Controls And Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

The evaluation of the Companys disclosure controls and procedures as of September 30, 2006, was performed by the
Companys Chief Executive Officer and Chief Financial Officer, who is also acting as our Principal Financial and Accounting Officer. Based on that evaluation, such officers concluded that, as of September 30, 2006, the Companys
disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time period specified in the rules and forms of the Securities and Exchange Commission. As explained in this Item 4 - Controls and Procedures under Changes in Internal Controls, the Companys
management has implemented a number of remedial measures, however the Company believes the material weaknesses identified in this Item 4 - Controls and Procedures still existed as of September 30, 2006.

In connection with the completion of its audit of, and the issuance of an unqualified report on our consolidated financial statements for the fiscal year
ended December 31, 2005, our former independent registered public accounting firm, KPMG, LLP (KPMG), communicated to our management and Audit Committee that certain matters involving our internal controls were considered to be
material weaknesses, as defined under the standards established by the Public Company Accounting Oversight Board, or PCAOB. These matters pertained to (i) inadequate polices and procedures with respect to review and oversight of
financial results to ensure that accurate consolidated financial statements were prepared and reviewed on a timely basis, (ii) inadequate number of individuals with US GAAP experience and (iii) inadequate review of account
reconciliations, analyses and journal entries. The Company concurred with this communication.

In light of the material weaknesses
described above, we performed additional analyses and other post-closing procedures to ensure our consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the
financial statements included in this report fairly represent in all material respects our financial condition, results of operations and cash flows for the periods presented.



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The certifications of our Chief Executive Officer and our Chief Financial Officer, who is currently
acting as the Companys Principal Financial and Accounting Officer, required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002, are attached as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in
this Item 4 contain information concerning the evaluation of our disclosure controls and procedures and changes in internal control over financial reporting, referred to in paragraph 4 of the certifications. Those certifications should be read
in conjunction with this Item 4 for a more complete understanding of the matters covered by the certifications.

Changes in Internal Controls

We are committed to continuously improving our internal controls and financial reporting. Since December 31, 2005, management has
met with our Audit Committee and our former independent registered public accounting firm, KPMG, to review the specific details of the material weaknesses in internal control and determine short term and longer term plans to remediate those
weaknesses with the ultimate goal of meeting the formalized requirements of Section 404 of the Sarbanes-Oxley Act.

In order to
remediate the material weaknesses described above, our management and our Audit Committee have taken or is in the process of taking the following steps:



| |  |  | Certain of our procedures have been formalized and documented with a current effort to more effectively integrate the financial reporting procedures of the three
segments of operations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are addressing access issues with respect to our information technology systems and have formalized and enhanced some of our mitigating controls. We have hired a
Company Director of Information Technology to develop a design and implementation plan to improve access control. We have implemented formal operating system and data back up recovery programs, and we are continuing to improve operational stability
of information technology systems.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The implementation of additional review procedures and improved financial controls.
| | - |  | -----------------------------------------------------------------------------------



| |  |  | During the quarter ended September 30, 2006, we determined to hire an experienced professional with GAAP reporting experience at the parent level. That position was
filled on November 6, 2006. We continue to review staffing at the subsidiary level to determine adequacy of staff and review procedures to determine if training of existing or additional personnel is required.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are reviewing the impact of our changing operational focus toward security services and developing a plan for implementing company wide improvements and
documentation of our system of internal reporting and disclosure controls.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe the implementation of the above
measures will appropriately address the matters identified by our former independent registered public accounting firm and concurred with by management as material weaknesses. This process is ongoing, however, and our management and our Audit
Committee will continue to monitor the effectiveness of our internal controls and procedures on a continual basis and will take further action as appropriate.

Our management does not expect that our disclosure or internal controls will prevent all errors 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 benefit of controls must be considered relative to their costs. Because of the
inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



|Item 6. | Exhibits
|------- | --------

Part II of the Companys Form 10-K
for the fiscal quarter ended September 30, 2006 is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 1.

Exhibits:



|             |  |                                                                                                                           
|------------ |  | --------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 |  | Certification Pursuant to Rule 13a-14(a) & 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|             | 
|Exhibit 31.2 |  | Certification Pursuant to Rule 13a-14(a) & 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|             | 
|Exhibit 32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    
|             | 
|Exhibit 32.2 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    



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SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to quarterly report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 12, 2007



By:

/s/ Richard RochonRichard Rochon, Chief Executive Officer(on behalf of the Registrant and as Principal Executive Officer)By:

/s/ Robert FarenhemRobert Farenhem, Chief Financial Officer,(on behalf of the Registrant and as Principal Financial and Accounting Officer)




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EXHIBIT INDEX



|            |  |                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                        
|31.1        |  | Certification Pursuant to Rule 13a-14(a) & 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|31.2        |  | Certification Pursuant to Rule 13a-14(a) & 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
|            | 
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    
|            | 
|32.2        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    



8