##### 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, 2008
 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)
  (Registrants telephone number, including area code)
 (Former name, former address, and former fiscal year, if changed since last report)
 þ o
  o Large accelerated filer
    
    o Accelerated filer
    
    o Non-accelerated filer
    
    þ Smaller reporting company(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements

3Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition

13Item 3. Quantitative and Qualitative Disclosures About Market Risk

19Item 4. Controls and Procedures

20PART II  OTHER INFORMATIONItem 1. Legal Proceedings

20Item 1A. Risk Factors

20ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

21ITEM 3. Defaults Upon Senior Securities

22ITEM 4. Submission of Matters to a Vote of Security Holders

22ITEM 5. Other Information

22ITEM 6. Exhibits

22SIGNATURES

23Ex-31.1 CERTIFICATIONEX-31.2 CERTIFICATIONEX-32 CERTIFICATION
  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 312008
    
    2007
    
    2008
    
    2007Net revenuesNet revenues
    
    $
    60,247
    
    
    $
    75,543
    
    
    $
    158,434
    
    
    $
    185,969Net revenues-related party
    
    
    
    
    
    
    246
    
    
    
    15
    
    
    
    37060,247
    
    
    
    75,789
    
    
    
    158,449
    
    
    
    186,339Costs and expenses:Cost of sales
    
    
    55,724
    
    
    
    68,191
    
    
    
    141,106
    
    
    
    164,832Cost of sales-related party
    
    
    
    
    
    
    232
    
    
    
    
    
    
    
    232Other operating costs and expenses
    
    
    2,063
    
    
    
    1,434
    
    
    
    4,787
    
    
    
    4,778Selling, general and administrative expenses
(exclusive of reimbursement claim-related party)
    
    
    4,851
    
    
    
    7,651
    
    
    
    14,475
    
    
    
    17,748Reimbursement claim-related party
    
    
    
    
    
    
    
    
    
    
    313
    
    
    
    62,638
    
    
    
    77,508
    
    
    
    160,681
    
    
    
    187,590Operating (loss)
    
    
    (2,391
    )
    
    
    (1,719
    )
    
    
    (2,232
    )
    
    
    (1,251
    )Gain on sale of building
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    854Gains on foreign exchange forward contracts
    
    
    
    
    
    
    515
    
    
    
    
    
    
    
    515Interest income (expense), net
    
    
    5
    
    
    
    (76
    )
    
    
    186
    
    
    
    (72
    )Interest income-related party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163Unrealized holding (losses) on trading securities
    
    
    (410
    )
    
    
    
    
    
    
    (431
    )
    
    
    Realized gains on trading securities
    
    
    91
    
    
    
    
    
    
    
    623
    
    
    
    (Loss) income before income taxes and minority interest
    
    
    (2,705
    )
    
    
    (1,280
    )
    
    
    (1,854
    )
    
    
    209(Benefit) provision for income taxes
    
    
    (616
    )
    
    
    (2,394
    )
    
    
    610
    
    
    
    1,937Minority interest in loss of consolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    (133
    )
    
    
    Net (loss) income
    
    $
    (2,089
    )
    
    $
    1,114
    
    
    $
    (2,331
    )
    
    $
    (1,728
    )Net (loss) income per share:Basic
    
    $
    (0.08
    )
    
    $
    0.04
    
    
    $
    (0.09
    )
    
    $
    (0.06
    )Diluted
    
    $
    (0.08
    )
    
    $
    0.04
    
    
    $
    (0.09
    )
    
    $
    (0.06
    )Weighted average shares outstanding:Basic
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,125Diluted
    
    
    27,130
    
    
    
    27,136
    
    
    
    27,130
    
    
    
    27,125
  3




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EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
 December 31, 2008
    
    
    March 31, 2008(A)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    15,681
    
    
    $
    14,444Restricted cash
    
    
    96
    
    
    
    Foreign exchange forward contracts
    
    
    
    
    
    
    134Accounts receivable (less allowances of $4,325 and $4,148, respectively)
    
    
    17,031
    
    
    
    17,289Other receivables
    
    
    1,149
    
    
    
    2,131Due from affiliates
    
    
    78
    
    
    
    765Inventory, net
    
    
    30,363
    
    
    
    24,854Prepaid expenses and other current assets
    
    
    2,833
    
    
    
    2,246Deferred tax assets
    
    
    4,654
    
    
    
    5,412Total current assets
    
    
    71,885
    
    
    
    67,275Property, plant and equipment, net
    
    
    1,633
    
    
    
    1,902Trademarks and other intangible assets, net
    
    
    261
    
    
    
    279Due from affiliates
    
    
    77
    
    
    
    Investments in marketable securities
    
    
    7,090
    
    
    
    11,948Deferred tax assets
    
    
    6,143
    
    
    
    5,927Other assets
    
    
    467
    
    
    
    598Total assets
    
    $
    87,556
    
    
    $
    87,929LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Loans payable
    
    $
    5,588
    
    
    $
    Current maturities of long-term borrowings
    
    
    83
    
    
    
    82Accounts payable and other current liabilities
    
    
    18,006
    
    
    
    21,737Due to affiliates
    
    
    310
    
    
    
    102Accrued sales returns
    
    
    958
    
    
    
    872Income taxes payable
    
    
    167
    
    
    
    185Total current liabilities
    
    
    25,112
    
    
    
    22,978Long-term borrowings
    
    
    81
    
    
    
    142Deferred tax liabilities
    
    
    81
    
    
    
    57Minority interest
    
    
    
    
    
    
    133Shareholders 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, 2008 and March 31, 2008;
27,129,832 shares outstanding at December 31, 2008 and March 31, 2008
    
    
    529
    
    
    
    529Capital in excess of par value
    
    
    117,239
    
    
    
    117,245Accumulated other comprehensive losses
    
    
    (82
    )
    
    
    (82
    )Accumulated deficit
    
    
    (34,490
    )
    
    
    (32,159
    )Treasury stock, at cost, 25,835,965 shares
    
    
    (24,224
    )
    
    
    (24,224
    )Total shareholders equity
    
    
    62,282
    
    
    
    64,619Total liabilities and shareholders equity
    
    $
    87,556
    
    
    $
    87,929
 
 (A)
    
    Reference is made to the Companys Annual Report on Form 10-K for the fiscal year ended March
31, 2008 filed with the Securities and Exchange Commission in July 2008. We filed a 10-K/A in
July 2008.  4




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EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Nine Months EndedDecember 312008
    
    
    2007Net (loss)
    
    $
    (2,331
    )
    
    $
    (1,728
    )Adjustments to reconcile net (loss) to net cash provided by operating activities:Minority interest
    
    
    (133
    )
    
    
    Depreciation and amortization
    
    
    674
    
    
    
    620Non cash compensation
    
    
    (6
    )
    
    
    (159
    )Deferred tax expense
    
    
    566
    
    
    
    (1,076
    )Asset allowances, reserves and other
    
    
    (483
    )
    
    
    2,510Gain on insurance reimbursement
    
    
    (54
    )
    
    
    Gains on sales of investments
    
    
    (623
    )
    
    
    Gain on sale of building
    
    
    
    
    
    
    (854
    )Asset write-offs
    
    
    
    
    
    
    120Gains on foreign exchange forward contracts not settled
    
    
    
    
    
    
    (279
    )Unrealized holding losses on trading securities
    
    
    431
    
    
    
    Changes in assets and liabilities:Restricted cash
    
    
    (96
    )
    
    
    3,000Foreign exchange foreign contracts
    
    
    134
    
    
    
    Accounts receivable
    
    
    224
    
    
    
    (11,986
    )Other receivables
    
    
    982
    
    
    
    (137
    )Due from affiliates
    
    
    610
    
    
    
    23,893Inventories
    
    
    (4,906
    )
    
    
    1,467Prepaid expenses and other current assets
    
    
    (533
    )
    
    
    420Other assets
    
    
    69
    
    
    
    (181
    )Accounts payable and other current liabilities
    
    
    (3,731
    )
    
    
    5,277Due to affiliates
    
    
    208
    
    
    
    Interest and income taxes payable
    
    
    33
    
    
    
    65Net cash (used) provided by operating activities
    
    
    (8,965
    )
    
    
    20,972Cash flows from investing activities:Proceeds from sale of building
    
    
    
    
    
    
    2,000Proceeds from partial calls on securities
    
    
    5,050
    
    
    
    Additions to property and equipment
    
    
    (325
    )
    
    
    (741
    )Net cash provided by investing activities
    
    
    4,725
    
    
    
    1,259Cash flows from financing activities:Short-term borrowings
    
    
    8,272
    
    
    
    (73
    )Repayments of short-term borrowings
    
    
    (2,734
    )
    
    
    Net borrowings under foreign bank facilities
    
    
    
    
    
    
    (3,111
    )Exercise of stock options
    
    
    
    
    
    
    51Long-term borrowings
    
    
    112,696
    
    
    
    143,671Repayments of long-term borrowings
    
    
    (112,757
    )
    
    
    (144,225
    )Net cash provided (used) by financing activities
    
    
    5,477
    
    
    
    (3,687
    )Net increase in cash and cash equivalents
    
    
    1,237
    
    
    
    18,544Cash and cash equivalents at beginning of period
    
    
    14,444
    
    
    
    1,851Cash and cash equivalents at end of period
    
    $
    15,681
    
    
    $
    20,395Supplemental disclosures of non-cash investing and financing activities:Cash paid during the period for:Interest
    
    $
    115
    
    
    $
    410Income taxes
    
    $
    64
    
    
    $
    5,200
   5




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EMERSON RADIO CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
         6




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Three months ended
    
    Nine months endedDecember 31
    
    December 312008
    
    2007
    
    2008
    
    2007Numerator:Net (loss) income for basic and diluted earnings per share
    
    $
    (2,089
    )
    
    $
    1,114
    
    
    $
    (2,331
    )
    
    $
    (1,728
    )Denominator:Denominator for basic earnings per share  weighted average shares
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,130
    
    
    
    27,125Effect of dilutive securities on denominator:Options and warrants
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    Denominator for diluted earnings per share  weighted average
shares and assumed conversions
    
    
    27,130
    
    
    
    27,136
    
    
    
    27,130
    
    
    
    27,125Basic and diluted (loss) earnings per share
    
    $
    (0.08
    )
    
    $
    0.04
    
    
    $
    (0.09
    )
    
    $
    (0.06
    )
       December 31, 2008
    
    March 31, 2008(Unaudited)Finished goods
    
    $
    33,636
    
    
    $
    28,730Less inventory allowances
    
    
    (3,273
    )
    
    
    (3,876
    )Net inventory
    
    $
    30,363
    
    
    $
    24,854
      7




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Majority Shareholder
 Grandes Ownership Interest in Emerson.
 Related Party Balances
 Balances Due from Affiliates as of December 31, 2008 and March 31, 2008.
 Balances Due to Affiliates as of December 31, 2008 and March 31, 2008.
 Related Party Transactions
 Repayment of Note relating to Unsecured Financial Assistance to Grande.
 Product Sourcing Transactions.
 8




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Sales of goods.
 Leases and Other Real Estate Transactions.
     Toy Musical Instruments.
   9




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##### Table of Contents



Freight Forwarding Services.
 Hong Kong Electronics Fairs (HKEF).
   Other.
     10




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##### Table of Contents



Short-term Borrowings
  December 31, 2008
    
    
    March 31, 2008(In thousands)(Unaudited)Revolving loan agreement
    
    $
    5,588
    
    
    $
    Short-term borrowings
    
    $
    5,588
    
    
    $
    
 Revolving loan agreement
 Long-term Borrowings
  December 31, 2008
    
    
    March 31, 2008(In thousands)(Unaudited)Capitalized lease obligations and other
    
    $
    164
    
    
    $
    224Less current maturities
    
    
    (83
    )
    
    
    (82
    )Long term debt and notes payable
    
    $
    81
    
    
    $
    142
 Credit Facility
   11




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NOTE 9  LEGAL PROCEEDINGS
   NOTE 10  FINANCIAL INSTRUMENTS
    NOTE 11  MARKETABLE SECURITIES:
       12




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Fair Value Measurement at Reporting Date Using:
 Significant Unobservable Inputs (Level 3)
 December 31,2008Investments in marketable securities (classified as trading securities)
    
    $
    7,090Investments in marketable securities
    
    $
    7,090
  Fair ValueMeasurement ofAsset using Level 3inputsTrading Securitiesnon-current(in thousands)Principal amount invested
    
    $
    13,900Total gains (losses) (realized or unrealized):Unrealized  included in earnings at March 31, 2008
    
    
    (1,952
    )Balance at March 31, 2008
    
    
    11,948Total gains (losses) (realized or unrealized):Realized  included in earnings at December 31, 2008
    
    
    623Unrealized  included in earnings at December 31, 2008
    
    
    (431
    )Redemptions of principal
    
    
    (5,050
    )Balance at December 31, 2008
    
    $
    7,090
 NOTE 12  SUBSEQUENT EVENTS
  
 Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
   13




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Forward-Looking Information
    
    
    the loss of any of the Companys key customers or reduction in the purchase of its
products by any such customers;
    
    the Companys inability to maintain effective internal controls or the failure by our
personnel to comply with such internal controls;
    
    the failure to maintain relationships with the Companys licensees and distributors or
the failure to obtain new licensees or distribution relationships on favorable terms;
    
    the Companys inability to anticipate market trends, enhance existing products or achieve
market acceptance of new products;
    
    the Companys dependence on a limited number of suppliers for our components and raw
materials;
    
    the Companys dependence on third parties to manufacture and deliver its products;
    
    the seasonality of the Companys business, as well as changes in consumer spending and
economic conditions;
    
    the failure of third party sales representatives to adequately promote, market and sell
the Companys products;
    
    the Companys inability to protect its 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 the Company operates;
    
    conflicts of interest that exist based on the Companys relationship with Grande;
    
    the outcome of the Audit Committees review of the Companys related party transactions
and internal controls;
    
    changes in accounting policies, rules and practices; and
    
    the other factors listed under Risk Factors in the Companys Form 10-K, as amended, for
the fiscal year ended March 31, 2008 and other filings with the Securities and Exchange
Commission (the SEC).
  Company Filings
  14




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www.emersonradio.com
 Results of Operations
   Three Months Ended
    
    Nine Months EndedDecember 31
    
    December 312008
    
    2007
    
    2008
    
    2007Net revenues
    
    $
    60,247
    
    
    $
    75,789
    
    
    $
    158,449
    
    
    $
    186,339Cost of sales
    
    
    55,724
    
    
    
    68,423
    
    
    
    141,106
    
    
    
    165,064Other operating costs and expenses
    
    
    2,063
    
    
    
    1,434
    
    
    
    4,787
    
    
    
    4,778Selling, general and administrative expenses
    
    
    4,851
    
    
    
    7,651
    
    
    
    14,788
    
    
    
    17,748Operating (loss)
    
    
    (2,391
    )
    
    
    (1,719
    )
    
    
    (2,232
    )
    
    
    (1,251
    )Interest income (expense), net
    
    
    5
    
    
    
    (76
    )
    
    
    186
    
    
    
    91Gain on sale of building
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    854Gain on foreign exchange forward contracts
    
    
    
    
    
    
    515
    
    
    
    
    
    
    
    515Unrealized holding (losses) on trading securities
    
    
    (410
    )
    
    
    
    
    
    
    (431
    )
    
    
    Realized gains on trading securities
    
    
    91
    
    
    
    
    
    
    
    623
    
    
    
    (Loss) income before income taxes and minority interest
    
    
    (2,705
    )
    
    
    (1,280
    )
    
    
    (1,854
    )
    
    
    209(Benefit) provision for income taxes
    
    
    (616
    )
    
    
    (2,394
    )
    
    
    610
    
    
    
    1,937Minority interest in loss of consolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    (133
    )
    
    
    Net (loss) income
    
    $
    (2,089
    )
    
    $
    1,114
    
    
    $
    (2,331
    )
    
    $
    (1,728
    )
  i)
    
    Home appliances product sales were $39.9 million in the third quarter of fiscal 2009 as
compared to $41.6 million in the third quarter of fiscal 2008, a decrease of $1.7 million,
or 4.1%. Home appliances products sales increased $3.3 million, or 3.2%, to $107.0 million
in the nine month period of fiscal 2009 as compared to $103.7 million in the nine month
period of fiscal 2008, due in large to sales of small refrigerator products which began in
the third quarter of fiscal 2008. Home appliance product sales consist of microwave ovens,
wine coolers, small refrigerators, coffee makers, and toaster ovens;ii)
    
    Emerson(R) branded products sales, excluding home appliances products, were $14.7 million
in the third quarter of fiscal 2009 as compared to $25.6 million in the third quarter of
fiscal 2008, a decrease of $10.9 million, or 42.6%, primarily resulting from decreased sales
volumes in several audio product lines and the Ipod(R) compatible product category. For the
nine month period of fiscal 2009, sales of Emerson(R) branded products sales, excluding home
appliances products, were $36.1 million as compared to $65.7 million for the nine month
period of fiscal 2008, a decrease of $29.6 million or 45.1%;iii)
    
    Themed product sales were $3.9 million in the third quarter of fiscal 2009 compared to
$6.8 million in the third quarter of fiscal 2008, a decrease of $2.9 million, or 42.6%,
primarily resulting from lower sales volume of a line of Mattel(R) themed products that had
also been sold in fiscal 2008 offset by the recently introduced sales of a new line also
associated with Mattel(R) themed products. A change in product mix, which, in fiscal 2008,
included several products which sell at higher price points, compounded the effect of the
decreased sales volume. For the nine month period of fiscal 2009, themed product sales were
$8.0 million as compared to $11.6 million, a decrease of $3.6 million or 31.0%. In addition
to Mattel(R) themed products, the nine month period of fiscal 2008 included sales of
Nickelodeon(R) themed products
which were discontinued after the first quarter of fiscal 2008;
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iv)
    
    Licensing revenues were relatively unchanged at $1.6 million in the third quarter of
fiscal 2009 as compared to the third quarter of fiscal 2008. For the nine month period of
fiscal 2009, licensing revenues were $5.2 million as compared to $5.0 million for the nine
month period of fiscal 2008, an increase of $210,000 or 4.2%, largely as a result of our
video licensing arrangements;v)
    
    For the nine month period of fiscal 2009, a reversal of the marketing fund accrual for
iPod(R) compatible products resulted in an increase in net revenues in the amount of $1.1
million. The accrual was an accumulation of anticipated buydowns and other vendor
concessions on product sold between 2006 and 2008, associated with the marketing of a second
generation of these products which never materialized.vi)
    
    Sales of a joint venture which was formed in fiscal 2008 for the primary purpose of
manufacturing, selling, distributing, and/or licensing audio and video equipment for the
home and/or office with sales of $179,000 in the third quarter of fiscal 2009 and $1.0
million for the nine months of fiscal 2009; andvii)
    
    Emerson charged fees of $8,000 in the third quarter of fiscal 2008 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 from third-party suppliers.
For the nine month period of fiscal 2009, Emerson charged fees of $15,000 for providing this
service as compared to $100,000 in the nine month period of fiscal 2008. In the nine months
of fiscal 2008, Emerson charged commissions of $29,000 to Capetronic Displays Ltd, which is
a related party to Emerson, for importation assistance. In the three and nine month periods
of fiscal 2008, Emerson sold to Sansui Sales and Akai Sales $238,000 and $241,000,
respectively, of Sansui- and Akai- branded product which Emerson sourced on their behalf
from third-party suppliers. See Note 7 Related Party Transactions.
     16




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Liquidity and Capital Resources
   17




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As of December 31, 2008, a cash balance of $96,000 on deposit with Citigroup Global
Markets has been classified on the balance sheet as restricted cash.
   Short-Term Liquidity.
   18




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Payment due by period (1)Less than
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    1 year
    
    1 - 3 years
    
    3 - 5 years
    
    yearsCapital lease obligations
    
    $
    164
    
    
    $
    83
    
    
    $
    76
    
    
    $
    5
    
    
    $
    Operating lease obligations  related party
    
    
    64
    
    
    
    64
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations  non-affiliate
    
    
    3,606
    
    
    
    1,702
    
    
    
    1,741
    
    
    
    163
    
    
    
    Total
    
    $
    3,834
    
    
    $
    1,849
    
    
    $
    1,817
    
    
    $
    168
    
    
    $
    
 
 (1)
    
    Amounts in the above table do not include a reserve of approximately $149,000 related
to uncertain tax positions. The Company is not able to reasonably estimate when, if ever,
these reserves would result in actual cash payments.  Exit activities
  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
   19




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Item 4. Controls and Procedures
 Disclosure controls and procedures
   (b) Changes in Internal Controls Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  Recent events in domestic capital markets and the global economic downturn may adversely
affect our access to financing or
increase the cost of financing the Companys operations.
 20




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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Share Repurchases:
  21




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ITEM 3. Defaults Upon Senior Securities.
   
 ITEM 4. Submission of Matters to a Vote of Security Holders.
  
 ITEM 5. Other Information.
  
 ITEM 6. Exhibits.
    
 *
    
    filed herewith 22




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EMERSON RADIO CORP.
(Registrant)Date: February 13, 2009
    /s/ Adrian MaAdrian MaChief Executive Officer
(Principal Executive Officer)Date: February 13, 2009
    /s/ Greenfield PittsGreenfield PittsChief Financial Officer
(Principal Financial and Accounting Officer) 23