##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2007
 Or
 o
    
    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 001-07731
 EMERSON RADIO CORP.
  DELAWARE
    
    22-3285224(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)9 Entin Road Parsippany, New Jersey
    
    07054(Address of principal executive offices)
    
    (Zip code)
  
  
  þ o
  o Large accelerated filer
    
    o Accelerated filer
    
    þ Non-accelerated filer
    
    o Smaller reporting company(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17PART II  OTHER INFORMATION
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19ITEM 3. Defaults Upon Senior Securities
    
    
    21ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    21ITEM 5. Other Information
    
    
    21ITEM 6. Exhibits
    
    
    21SIGNATURES
    
    
    22EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATIONSEX-3.1: BYLAWS OF EMERSON RADIO CORP., AS AMENDEDEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATIONS
  2




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##### Table of Contents



Item 1. Financial Statements.
 EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except earnings per share data)
 Three Months Ended
    
    Nine Months EndedDecember 31
    
    December 312007
    
    2006
    
    2007
    
    2006Net revenuesNet revenues
    
    $
    75,543
    
    
    $
    89,339
    
    
    $
    185,969
    
    
    $
    244,168Net revenues-related party
    
    
    246
    
    
    
    
    
    
    
    370
    
    
    
    75,789
    
    
    
    89,339
    
    
    
    186,339
    
    
    
    244,168Costs and expenses:Cost of sales
    
    
    68,191
    
    
    
    64,344
    
    
    
    164,832
    
    
    
    177,920Cost of sales-related party
    
    
    232
    
    
    
    
    
    
    
    232
    
    
    
    Cost of sales-related party purchases
    
    
    
    
    
    
    12,148
    
    
    
    
    
    
    
    33,090Other operating costs and expenses
    
    
    1,434
    
    
    
    1,330
    
    
    
    4,778
    
    
    
    4,355Selling, general and administrative
expenses (exclusive of non-cash
compensation shown below)
    
    
    7,623
    
    
    
    5,402
    
    
    
    17,907
    
    
    
    16,208Acquisition costs incurred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21Non-cash compensation, net of recoveries
    
    
    28
    
    
    
    83
    
    
    
    (159
    )
    
    
    13877,508
    
    
    
    83,307
    
    
    
    187,590
    
    
    
    231,732Operating income (loss)
    
    
    (1,719
    )
    
    
    6,032
    
    
    
    (1,251
    )
    
    
    12,436Gain on sale of building
    
    
    
    
    
    
    
    
    
    
    854
    
    
    
    Gains on
foreign exchange forward contracts
    
    
    515
    
    
    
    
    
    
    
    515
    
    
    
    Interest (expense), net
    
    
    (76
    )
    
    
    (457
    )
    
    
    (72
    )
    
    
    (564
    )Interest income-related party
    
    
    
    
    
    
    
    
    
    
    163
    
    
    
    Income (loss) before income taxes
    
    
    (1,280
    )
    
    
    5,575
    
    
    
    209
    
    
    
    11,872Provision (benefit) for income taxes
    
    
    (2,394
    )
    
    
    1,880
    
    
    
    1,937
    
    
    
    3,792Net income (loss)
    
    $
    1,114
    
    
    $
    3,695
    
    
    $
    (1,728
    )
    
    $
    8,080Net income (loss) per share:Basic
    
    $
    .04
    
    
    $
    0.14
    
    
    $
    (.06
    )
    
    $
    0.30Diluted
    
    $
    .04
    
    
    $
    0.14
    
    
    $
    (.06
    )
    
    $
    0.30Weighted average shares outstanding:Basic
    
    
    27,130
    
    
    
    27,097
    
    
    
    27,125
    
    
    
    27,080Diluted
    
    
    27,136
    
    
    
    27,117
    
    
    
    27,125
    
    
    
    27,121
 
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EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
 December 31, 2007
    
    
    March 31, 2007(A)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    20,395
    
    
    $
    1,851Restricted cash
    
    
    
    
    
    
    3,000Foreign exchange forward contracts
    
    
    279
    
    
    
    Accounts receivable (less allowances of $5,722 and $3,573, respectively)
    
    
    26,470
    
    
    
    19,375Other receivables
    
    
    1,673
    
    
    
    1,536Due from affiliates
    
    
    797
    
    
    
    24,690Net inventory
    
    
    33,110
    
    
    
    32,463Prepaid expenses and other current assets
    
    
    2,956
    
    
    
    3,376Deferred tax assets
    
    
    5,071
    
    
    
    5,737Total current assets
    
    
    90,751
    
    
    
    92,028Property, plant and equipment, net
    
    
    1,474
    
    
    
    2,492Trademarks and other intangible assets, net
    
    
    285
    
    
    
    311Deferred tax assets
    
    
    5,787
    
    
    
    4,067Other assets
    
    
    629
    
    
    
    510Total assets
    
    $
    98,926
    
    
    $
    99,408LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    
    
    
    $
    3,111Current maturities of long-term borrowings
    
    
    73
    
    
    
    146Accounts payable and other current liabilities
    
    
    25,321
    
    
    
    20,044Accrued sales returns
    
    
    924
    
    
    
    1,191Income taxes payable
    
    
    492
    
    
    
    306Deferred tax liabilities
    
    
    
    
    
    
    47Total current liabilities
    
    
    26,810
    
    
    
    24,845Long-term borrowings
    
    
    136
    
    
    
    651Deferred tax liabilities
    
    
    50
    
    
    
    25Shareholders equity:Preferred shares  10,000,000 shares authorized; 3,677 shares
issued and outstanding; liquidation preference of $3,677
    
    
    3,310
    
    
    
    3,310Common shares  $.01 par value, 75,000,000 shares authorized;
52,965,797 shares issued at December 31, 2007; 52,945,797 shares issued
at March 31, 2007; 27,129,832 shares outstanding at December 31, 2007
and 27,109,832 shares outstanding at March 31, 2007, respectively
    
    
    529
    
    
    
    529Capital in excess of par value
    
    
    117,263
    
    
    
    117,371Accumulated other comprehensive losses
    
    
    (82
    )
    
    
    (82
    )Accumulated deficit
    
    
    (24,866
    )
    
    
    (23,017
    )Treasury stock, at cost, 25,835,965 shares
    
    
    (24,224
    )
    
    
    (24,224
    )Total shareholders equity
    
    
    71,930
    
    
    
    73,887Total liabilities and shareholders equity
    
    $
    98,926
    
    
    $
    99,408
 
 (A)
    
    Reference is made to the Companys Annual Report on Form 10-K for the fiscal year ended March
31, 2007 filed with the Securities and Exchange Commission in June 2007 and amended in July
2007.  4




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EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Nine Months EndedDecember 312007
    
    
    2006Cash flows from operating activities:Net income (loss)
    
    $
    (1,728
    )
    
    $
    8,080Adjustments to reconcile net income to net cash provided (used) by operating activities:Depreciation and amortization
    
    
    620
    
    
    
    701Non cash compensation
    
    
    (159
    )
    
    
    138Deferred tax expenses
    
    
    (1,076
    )
    
    
    2,445Asset allowances, reserves and other
    
    
    2,510
    
    
    
    2,253Gain on sale of building
    
    
    (854
    )
    
    
    Write down of asset  molds
    
    
    120
    
    
    
    Gains on foreign exchange forward contracts not settled
    
    
    (279
    )
    
    
    Changes in assets and liabilities:Restricted cash
    
    
    3,000
    
    
    
    Accounts receivable
    
    
    (11,986
    )
    
    
    (4,325
    )Other receivables
    
    
    (137
    )
    
    
    (263
    )Due from affiliates
    
    
    23,893
    
    
    
    (22,605
    )Inventories
    
    
    1,467
    
    
    
    (7,861
    )Prepaid expenses and other current assets
    
    
    420
    
    
    
    (1,219
    )Other assets
    
    
    (181
    )
    
    
    525Accounts payable and other current liabilities
    
    
    5,277
    
    
    
    3,929Income taxes payable
    
    
    65
    
    
    
    1,309Net cash provided(used) by operating activities
    
    
    20,972
    
    
    
    (16,893
    )Cash flows from investing activities:Proceeds from sale of building
    
    
    2,000
    
    
    
    Additions to property and equipment
    
    
    (741
    )
    
    
    (225
    )Net cash provided (used) by investing activities
    
    
    1,259
    
    
    
    (225
    )Cash flows from financing activities:Short-term borrowings
    
    
    (73
    )
    
    
    31,894Repayments of short-term borrowings
    
    
    
    
    
    
    (24,045
    )Net borrowings under foreign bank facilities
    
    
    (3,111
    )
    
    
    2,886Exercise of stock options
    
    
    51
    
    
    
    94Long-term borrowings
    
    
    143,671
    
    
    
    63,321Repayments of long-term borrowings
    
    
    (144,225
    )
    
    
    (63,487
    )Net cash provided (used) by financing activities
    
    
    (3,687
    )
    
    
    10,663Net increase (decrease) in cash and cash equivalents
    
    
    18,544
    
    
    
    (6,455
    )Cash and cash equivalents at beginning of period
    
    
    1,851
    
    
    
    17,517Cash and cash equivalents at end of period
    
    $
    20,395
    
    
    $
    11,062
    Interest
    
    $
    410
    
    
    $
    906Income taxes
    
    $
    5,200
    
    
    $
    1,069
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EMERSON RADIO CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
          Three months ended
    
    Nine months endedDecember 31
    
    December 312007
    
    2006
    
    2007
    
    2006(Unaudited)Net income (loss)
    
    $
    1,114
    
    
    $
    3,695
    
    
    $
    (1,728
    )
    
    $
    8,080Recognition of realized losses in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )Change in unrealized loss on securities, net
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (10
    )Comprehensive income
    
    $
    1,114
    
    
    $
    3,690
    
    
    $
    (1,728
    )
    
    $
    8,068
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Three months ended
    
    Nine months endedDecember 31
    
    December 312007
    
    2006
    
    2007
    
    2006(Unaudited)
    
    (Unaudited)Numerator:Net income (loss) for basic and diluted earnings per share
    
    $
    1,114
    
    
    $
    3,695
    
    
    $
    (1,728
    )
    
    $
    8,080Denominator:Denominator for basic earnings per share  weighted average shares
    
    
    27,130
    
    
    
    27,097
    
    
    
    27,125
    
    
    
    27,080Effect of dilutive securities on denominator:Options and warrants
    
    
    6
    
    
    
    20
    
    
    
    
    
    
    
    41Denominator for diluted earnings per share  weighted average
shares and assumed conversions
    
    
    27,136
    
    
    
    27,117
    
    
    
    27,125
    
    
    
    27,121Basic and diluted earnings (loss) per share
    
    $
    0.04
    
    
    $
    0.14
    
    
    $
    (0.06
    )
    
    $
    0.30
         December 31, 2007
    
    March 31, 2007(Unaudited)Finished goods
    
    $
    35,372
    
    
    $
    36,839Less inventory allowances
    
    
    (2,262
    )
    
    
    (4,376
    )Net inventory
    
    $
    33,110
    
    
    $
    32,463
   7




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Jurisdiction
    
    Open tax yearsU.S. federal
    
    2003-2006States with ongoing examinations
    
    2003-2006States without ongoing examinations
    
    2003-2006
       8




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9




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Short-term Borrowings
   December 31, 2007
    
    
    March 31, 2007(In thousands)(Unaudited)Foreign bank loans
    
    $
    0
    
    
    $
    3,111Short term borrowings
    
    $
    0
    
    
    $
    3,111
 Long-term Borrowings
  10




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December 31, 2007
    
    
    March 31, 2007(In thousands)(Unaudited)Mortgage payable
    
    $
    
    
    
    $
    567Capitalized lease obligations and other
    
    
    209
    
    
    
    230209
    
    
    
    797Less current maturities
    
    
    (73
    )
    
    
    (146
    )Long term debt and notes payable
    
    $
    136
    
    
    $
    651
 Credit Facility
     NOTE 9  LEGAL PROCEEDINGS
  NOTE 10  FINANCIAL INSTRUMENTS
   11




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Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
   Forward-Looking Information
    
    
    the loss of any of our key customers or reduction in the purchase of our products by any
such customers;
    
    Our inability to maintain effective internal controls or the failure by our personnel to
comply with such internal controls;
    
    the failure to maintain our relationships with our licensees and distributors or the
failure to obtain new licensees or distribution relationships on favorable terms;
    
    our inability to anticipate market trends, enhance existing products or achieve market
acceptance of new products;
    
    our dependence on a limited number of suppliers for our components and raw materials;
    
    our dependence on third party manufacturers to manufacture and deliver our products;
    
    the seasonality of our business, as well as changes in consumer spending and economic
conditions;
    
    the failure of third party sales representatives to adequately promote, market and sell
our products;
    
    our inability to protect our intellectual property;
    
    the effects of competition;
    
    changes in foreign laws and regulations and changes in the political and economic
conditions in the foreign countries in which we operate;
    
    conflicts of interest that exist based on our relationship with Grande;
    
    the outcome of the Audit Committees review of our related party transactions and
internal controls;
    
    changes in accounting policies, rules and practices; and
    
    the other factors listed under Risk Factors in our Form 10-K, as amended, for the
fiscal year ended March 31, 2007 and
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other filings with the Securities and Exchange Commission (the SEC).
  Company Filings
 www.emersonradio.com
 Results of Operations
   Three Months Ended
    
    Nine Months EndedDecember 31
    
    December 312007
    
    2006
    
    2007
    
    2006(Unaudited)Net revenues
    
    $
    75,543
    
    
    $
    89,339
    
    
    $
    185,969
    
    
    $
    244,168Net revenues  related party
    
    
    246
    
    
    
    
    
    
    
    370
    
    
    
    75,789
    
    
    
    89,339
    
    
    
    186,339
    
    
    
    244,168Cost of sales
    
    
    68,191
    
    
    
    64,344
    
    
    
    164,832
    
    
    
    177,920Cost of sales  related party
    
    
    232
    
    
    
    
    
    
    
    232
    
    
    
    Cost of sales  related party purchases
    
    
    
    
    
    
    12,148
    
    
    
    
    
    
    
    33,090Other operating costs
    
    
    1,434
    
    
    
    1,330
    
    
    
    4,778
    
    
    
    4,355Selling, general and administrative costs
    
    
    7,623
    
    
    
    5,402
    
    
    
    17,907
    
    
    
    16,208Acquisition costs incurred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21Non-cash compensation costs (recovered)
    
    
    28
    
    
    
    83
    
    
    
    (159
    )
    
    
    138Operating income (loss)
    
    
    (1,719
    )
    
    
    6,032
    
    
    
    (1,251
    )
    
    
    12,436Gain on sale of building
    
    
    
    
    
    
    
    
    
    
    854
    
    
    
    Gains on
foreign exchange forward contracts
    
    
    515
    
    
    
    
    
    
    
    515
    
    
    
    Interest (expense), net
    
    
    (76
    )
    
    
    (457
    )
    
    
    (72
    )
    
    
    (564
    )Interest income  related party
    
    
    
    
    
    
    
    
    
    
    163
    
    
    
    Income (loss) before income taxes
    
    
    (1,280
    )
    
    
    5,575
    
    
    
    209
    
    
    
    11,872Provision (benefit) for income taxes
    
    
    (2,394
    )
    
    
    1,880
    
    
    
    1,937
    
    
    
    3,792Net income (loss)
    
    $
    1,114
    
    
    $
    3,695
    
    
    $
    (1,728
    )
    
    $
    8,080
  i)
    
    Emerson(R) branded products sales of $67.2 million in the third quarter of fiscal 2008 as
compared to $60.3 million in the third quarter of fiscal 2007, an increase of $6.9 million,
or 11.4%. Emerson(R) branded products sales were $169.4 million in the nine month period of
fiscal 2008 as compared to $176.3 million in the nine month period of fiscal 2007, a
decrease of $7.0 million, or 4.0%. The increase for the three month period primarily
resulted from increased sales in our home appliance product category, specifically microwave
ovens, refrigerators and wine coolers. The nine month decrease resulted primarily from
decreased sales volumes in several audio product lines and the Ipod(R) compatible product
category, partially offset by an increases in the home appliance and
clock radio categories;
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ii)
    
    During the third quarter and nine months ended December 31, 2006 Emerson had promotional
item sales to ESI International of $12.3 million and $33.1 million, respectively, associated
with a major holiday promotion with one of our major customers. In addition to increasing
net revenues, this promotional sale resulted in an increase in accounts payable and other
current liabilities and accounts receivable of $20.6 million and $20.8 million,
respectively, in the period ended September 30, 2006 as well as an increase in short term
deposits of $28.8 million in the same period due to parts and inventory purchases related to
this sale. In order to fund these purchases, short term borrowings through our revolving
line of credit increased by $24.0 million for the period ended September 30, 2006. These
short term borrowings were repaid in the three months ended December 31, 2006;iii)
    
    Themed product sales of $6.8 million in the third quarter of fiscal 2008 compared to
$15.0 million in the third quarter of fiscal 2007, a decrease of $8.2 million, or 54.6%.
For the nine month period of fiscal 2008, themed product sales were $11.6 million as
compared to $30.0 million for the nine month period of fiscal 2007, a decrease of $18.4
million or 61.3%. The decrease for the three and nine month periods was primarily a result
of the discontinuance of Nickelodeon(R) themed products, partially offset by sales of
Mattel(R) themed products which began in the fourth quarter of fiscal 2007, which were dampened in the current quarter by a $2.9
million sales return allowance the Company recorded for a product return made by one long time distribution partner. The Company is
reserving for the complete return, as it works to place the returned inventory elsewhere within its customer base;iv)
    
    Licensing revenues decreased approximately $122,000, or 7.0%, to $1.6 million in the
third quarter of fiscal 2008 as compared to $1.7 million in the third quarter of fiscal
2007. For the nine month period of fiscal 2008, licensing revenues increased $259,000, or
5.4%, to $5.0 million as compared to $4.8 million in the nine months of fiscal 2007. The
decrease in comparative quarters as compared to the increase in the comparative nine month
periods are due primarily to the mix in the portfolio of licensees. Emersons current
licensees as of December 31, 2007, particularly the newer licensees added during the nine
month period have delivered more licensing revenue than the previous licensees whom they
have in some cases replaced.v)
    
    In the three and nine month periods ended December 31, 2007, Emerson charged fees of
$8,000 and $100,000, respectively, to Sansui Sales PTE, Ltd (Sansui Sales) and Akai Sales
PTE, Ltd (Akai Sales), both of which are related parties to Emerson, for assistance in
procuring their product. In the nine month period of fiscal 2008, Emerson charged
commissions of $29,000 to Capetronic Displays, Ltd, which is a related party to Emerson, for
importation assistance. As of December 31, 2007, Capetronic has repaid this commission to
Emerson. In the three and nine month periods ended December 31, 2007, Emerson sold to Sansui
Sales and Akai Sales $238,000 and $241,000 of Sansui- and Akai-branded product which it
sourced on their behalf from third-party suppliers. See Note 7 Related Party Transactions.
No related party revenue was recorded in the third quarter and nine month period of fiscal
2007.
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Liquidity and Capital Resources
         Short-Term Liquidity.
 16




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Payment due by periodLess than
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    1 year
    
    1  3 years
    
    3  5 years
    
    yearsCapital lease obligations
    
    $
    209
    
    
    $
    73
    
    
    $
    123
    
    
    $
    13
    
    
    $
    Lease-related party
    
    
    204
    
    
    
    204
    
    
    
    
    
    
    
    
    
    
    
    Leases- non-affiliate
    
    
    5,386
    
    
    
    1,718
    
    
    
    2,836
    
    
    
    832
    
    
    
    Total
    
    $
    5,799
    
    
    $
    1,995
    
    
    $
    2,959
    
    
    $
    845
    
    
    $
    
  Other Events and Circumstances Pertaining to Liquidity
   Critical Accounting Policies
  Inflation, Foreign Currency, and Interest Rates
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Disclosure controls and procedures
  17




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(b) Changes in Internal Controls Over Financial Reporting
        18




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Share Repurchases:
 19




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20




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ITEM 3. Defaults Upon Senior Securities.
   
 ITEM 4. Submission of Matters to a Vote of Security Holders.
    Votes
    
    VotesName
    
    For
    
    WithheldMichael A.B. Binney
    
    
    22,336,344
    
    
    
    3,711,184W. Michael Driscoll
    
    
    25,474,102
    
    
    
    573,426Christopher Ho
    
    
    22,337,184
    
    
    
    3,710,344Adrian Ma
    
    
    22,315,330
    
    
    
    3,732,198Mirzan Mahathir
    
    
    24,253,118
    
    
    
    1,794,410David R. Peterson
    
    
    24,262,181
    
    
    
    1,785,347Greenfield Pitts
    
    
    22,321,881
    
    
    
    3,725,647Kareem E. Sethi
    
    
    24,323,609
    
    
    
    1,732,919Eduard Will
    
    
    22,328,844
    
    
    
    3,718,684Norbert R. Wirsching
    
    
    25,480,565
    
    
    
    566,963
  
 ITEM 5. Other Information.
  
 ITEM 6. Exhibits.
 3.1
    
    Bylaws of Emerson Radio Corp., as amended.31.1
    
    Certification of the Companys Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of the Companys Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*32
    
    Certification of the Companys Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 *
    
    filed herewith 21




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EMERSON RADIO CORP.
(Registrant)/s/ Adrian MaDate: February 14, 2008
    Adrian MaChief Executive Officer
(Principal Executive Officer)/s/ Greenfield PittsDate: February 14, 2008
    Greenfield PittsChief Financial Officer
(Principal Financial and Accounting Officer) 22