##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended March 31, 2009.

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 number: 0-21145

ENCORIUM GROUP, INC.

(Exact name of registrant as specified in its charter)



|                                                                                   |  |                                     
|---------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                           |  | 56-1668867                          
|(State or other jurisdiction of incorporation or organization)                     |  | (I.R.S. Employer Identification No.)
|                                                                                   | 
|One Glenhardie Corporate Center, 1275 Drummers Lane,Suite 300, Wayne, Pennsylvania |  | 19087                               
|(Address of principal executive offices)                                           |  | (Zip Code)                          

610-975-9533

(Registrants telephone number, including area code)







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

One
Glenhardie Corporate Center, 1275 Drummers Lane,

Suite 100, Wayne, Pennsylvania

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   ̈    No   ̈

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

Large accelerated filer   ̈            Accelerated filer   ̈            Non-accelerated filer   ̈            Smaller reporting company  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act)

Yes   ̈    No  x



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: As of May 12, 2009, there were
20,523,883 shares of Encorium Group, Inc. common stock issued, par value $.001 per share, which excludes 310,121 shares in treasury.









---

##### Table of Contents

ENCORIUM GROUP, INC.

INDEX



|                              |  |                                                                                              |  |   
|----------------------------- |  | -------------------------------------------------------------------------------------------- |  | --
|                              |  | Page                                                                                        
|PART I. FINANCIAL INFORMATION |  |                                                                                             
|                              |  |                                                                                             
|ITEM 1.                       |  | Consolidated Condensed Financial Statements (unaudited)                                      |  |   
|                              |  |                                                                                             
|                              |  | Consolidated condensed balance sheets  March 31, 2009 and December 31, 2008                 |  | 2 
|                              |  |                                                                                             
|                              |  | Consolidated condensed statements of operations  Three months ended March 31, 2009 and 2008 |  | 3 
|                              |  |                                                                                             
|                              |  | Consolidated condensed statements of cash flows  Three months ended March 31, 2009 and 2008 |  | 4 
|                              |  |                                                                                             
|                              |  | Notes to consolidated condensed financial statements                                         |  | 5 
|                              |  |                                                                                             
|ITEM 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations        |  | 33
|                              |  |                                                                                             
|ITEM 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                   |  | 44
|                              |  |                                                                                             
|ITEM 4T.                      |  | Controls and Procedures                                                                      |  | 45
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                             
|                              |  |                                                                                             
|ITEM 1A.                      |  | Risk Factors                                                                                 |  | 46
|                              |  |                                                                                             
|ITEM 6.                       |  | Exhibits                                                                                     |  | 57
|                              | 
|SIGNATURES                    |  | S-1                                                                                         



1



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

ENCORIUM GROUP, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                     |  |               |             |   |                  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                     |  | March 31,2009 |             |   | December 31,2008 |  
|Assets                                                                                                                               |  |               |             |   |                  |   |             |  
|Current Assets                                                                                                                       |  |               |             |   |                  |   |             |  
|Cash and cash equivalents                                                                                                            |  | $             | 2,322,266   |   |                  | $ | 5,705,818   |  
|Investigator advances                                                                                                                |  |               | 1,239,963   |   |                  |   | 1,088,768   |  
|Accounts receivable, less allowance of $97,000 for March 31, 2009 and December 31, 2008, respectively                                |  |               | 4,251,154   |   |                  |   | 4,624,161   |  
|Prepaid expenses and other                                                                                                           |  |               | 984,239     |   |                  |   | 1,206,088   |  
|Prepaid taxes                                                                                                                        |  |               | 50,203      |   |                  |   | 28,290      |  
|Costs and estimated earnings in excess of related billings on uncompleted contracts                                                  |  |               | 1,508,727   |   |                  |   | 1,443,427   |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Total Current Assets                                                                                                                 |  |               | 10,356,552  |   |                  |   | 14,096,552  |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Property and Equipment, Net                                                                                                          |  |               | 1,077,078   |   |                  |   | 1,211,929   |  
|Intangible Assets                                                                                                                    |  |               |             |   |                  |   |             |  
|Goodwill                                                                                                                             |  |               | 1,280,107   |   |                  |   | 1,366,269   |  
|Other intangibles, Net                                                                                                               |  |               | 3,431,844   |   |                  |   | 3,733,517   |  
|Other assets                                                                                                                         |  |               | 665,687     |   |                  |   | 684,666     |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Total Assets                                                                                                                         |  | $             | 16,811,268  |   |                  | $ | 21,092,933  |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Liabilities and Stockholders Equity                                                                                                 |  |               |             |   |                  |   |             |  
|Current Liabilities                                                                                                                  |  |               |             |   |                  |   |             |  
|Accounts payable                                                                                                                     |  | $             | 3,135,627   |   |                  | $ | 3,624,071   |  
|Accrued expenses                                                                                                                     |  |               | 2,577,778   |   |                  |   | 3,004,627   |  
|Deferred taxes                                                                                                                       |  |               | 130,212     |   |                  |   | 206,173     |  
|Obligations under capital leases                                                                                                     |  |               | 70,261      |   |                  |   | 72,542      |  
|Billings in excess of related costs and estimated earnings on uncompleted contracts                                                  |  |               | 2,506,893   |   |                  |   | 3,307,347   |  
|Customer advances                                                                                                                    |  |               | 3,492,910   |   |                  |   | 5,297,000   |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Total Current Liabilities                                                                                                            |  |               | 11,913,681  |   |                  |   | 15,511,760  |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Long Term Liabilities                                                                                                                |  |               |             |   |                  |   |             |  
|Obligations under capital leases                                                                                                     |  |               | 157,078     |   |                  |   | 189,680     |  
|Deferred taxes                                                                                                                       |  |               | 823,405     |   |                  |   | 897,204     |  
|Other liabilities                                                                                                                    |  |               | 280,090     |   |                  |   | 316,516     |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Total Long Term Liabilities                                                                                                          |  |               | 1,260,573   |   |                  |   | 1,403,400   |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Total Liabilities                                                                                                                    |  |               | 13,174,254  |   |                  |   | 16,915,160  |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Stockholders Equity                                                                                                                 |  |               |             |   |                  |   |             |  
|Common stock, $.001 par value 35,000,000 shares authorized, 20,834,004 shares issued and 20,523,833 shares outstanding,
respectively |  |               | 20,834      |   |                  |   | 20,834      |  
|Additional paid-in capital                                                                                                           |  |               | 32,473,715  |   |                  |   | 32,417,250  |  
|Additional paid-in capital warrants                                                                                                  |  |               | 905,699     |   |                  |   | 905,699     |  
|Accumulated deficit                                                                                                                  |  |               | (29,932,650 | ) |                  |   | (29,737,430 | )
|Accumulated other comprehensive income                                                                                               |  |               | 896,105     |   |                  |   | 1,298,109   |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Less:                                                                                                                                |  |               | 4,363,703   |   |                  |   | 4,904,462   |  
|Treasury stock, at cost, 310,121 shares                                                                                              |  |               | (726,689    | ) |                  |   | (726,689    | )
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Total Stockholders Equity                                                                                                           |  |               | 3,637,014   |   |                  |   | 4,177,773   |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  
|Total Liabilities and Stockholders Equity                                                                                           |  | $             | 16,811,268  |   |                  | $ | 21,092,933  |  
|                                                                                                                                     |  |               |             |   |                  |   |             |  

See accompanying notes to the consolidated financial statements.



2



---

##### Table of Contents

ENCORIUM GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                                 |  |                             |            |   |      |   |            |  
|---------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                 |  | Three Months EndedMarch 31, |           
|                                                                 |  | 2009                        |            |   | 2008 |  
|Net revenue                                                      |  | $                           | 7,025,426  |   |      | $ | 7,483,606  |  
|Reimbursement revenue                                            |  |                             | 1,706,165  |   |      |   | 1,106,030  |  
|                                                                 |  |                             |            |   |      |   |            |  
|Total Revenue                                                    |  |                             | 8,731,591  |   |      |   | 8,589,636  |  
|                                                                 |  |                             |            |   |      |   |            |  
|Operating Expenses                                               |  |                             |            |   |      |   |            |  
|Direct (exclusive of depreciation and amortization)              |  |                             | 4,367,176  |   |      |   | 5,539,671  |  
|Reimbursement out-of-pocket expenses                             |  |                             | 1,706,165  |   |      |   | 1,106,030  |  
|Selling, general and administrative                              |  |                             | 2,666,874  |   |      |   | 3,472,871  |  
|Depreciation and amortization                                    |  |                             | 190,929    |   |      |   | 645,277    |  
|                                                                 |  |                             |            |   |      |   |            |  
|Total Operating Expenses                                         |  |                             | 8,931,144  |   |      |   | 10,763,849 |  
|                                                                 |  |                             |            |   |      |   |            |  
|Loss from Operations                                             |  |                             | (199,553   | ) |      |   | (2,174,213 | )
|Interest Income                                                  |  |                             | 10,919     |   |      |   | 54,573     |  
|Interest Expense                                                 |  |                             | (14,524    | ) |      |   | (3,103     | )
|                                                                 |  |                             |            |   |      |   |            |  
|Net Interest (Expense) Income                                    |  |                             | (3,605     | ) |      |   | 51,470     |  
|                                                                 |  |                             |            |   |      |   |            |  
|Net Loss before Income Taxes                                     |  |                             | (203,158   | ) |      |   | (2,122,743 | )
|Income Tax Benefit                                               |  |                             | (7,938     | ) |      |   | (115,363   | )
|                                                                 |  |                             |            |   |      |   |            |  
|Net Loss                                                         |  | $                           | (195,220   | ) |      | $ | (2,007,380 | )
|                                                                 |  |                             |            |   |      |   |            |  
|Net Loss per Common Share                                        |  |                             |            |   |      |   |            |  
|Basic                                                            |  | $                           | (0.01      | ) |      | $ | (0.10      | )
|Diluted                                                          |  | $                           | (0.01      | ) |      | $ | (0.10      | )
|Weighted Average Common and Common Equivalent Shares Outstanding |  |                             |            |   |      |   |            |  
|Basic                                                            |  |                             | 20,523,883 |   |      |   | 20,603,140 |  
|Diluted                                                          |  |                             | 20,523,883 |   |      |   | 20,603,140 |  

See accompanying notes to the consolidated financial statements.



3



---

##### Table of Contents

ENCORIUM GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                    |  |                             |            |   |      |   |            |  
|----------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                    |  | Three Months EndedMarch 31, |           
|                                                                                    |  | 2009                        |            |   | 2008 |  
|Operating Activities:                                                               |  |                             |            |   |      |   |            |  
|Net Loss                                                                            |  | $                           | (195,220   | ) |      | $ | (2,007,380 | )
|Adjustments to reconcile net loss to net cash used by operating activities:         |  |                             |            |   |      |   |            |  
|Depreciation and amortization                                                       |  |                             | 190,929    |   |      |   | 645,277    |  
|Share-based compensation expense                                                    |  |                             | 56,465     |   |      |   | 71,105     |  
|Changes in assets and liabilities:                                                  |  |                             |            |   |      |   |            |  
|Investigator advances                                                               |  |                             | (151,991   | ) |      |   | 102,159    |  
|Accounts receivable                                                                 |  |                             | 160,808    |   |      |   | (1,501,207 | )
|Prepaid expenses and other                                                          |  |                             | 160,011    |   |      |   | (174,154   | )
|Prepaid taxes                                                                       |  |                             | (21,518    | ) |      |   | (16,170    | )
|Costs and estimated earnings in excess of related billings on uncompleted contracts |  |                             | (99,311    | ) |      |   | 39,874     |  
|Other Assets                                                                        |  |                             | (2,637     | ) |      |   | (38,275    | )
|Accounts payable                                                                    |  |                             | (347,254   | ) |      |   | 416,629    |  
|Accrued expenses                                                                    |  |                             | (254,190   | ) |      |   | (304,000   | )
|Other liabilities                                                                   |  |                             | (22,367    | ) |      |   | (21,972    | )
|Deferred taxes                                                                      |  |                             | (79,399    | ) |      |   | (157,345   | )
|Billings in excess of related costs and estimated earnings on uncompleted contracts |  |                             | (716,936   | ) |      |   | 256,995    |  
|Customer advances                                                                   |  |                             | (1,649,553 | ) |      |   | (137,439   | )
|                                                                                    |  |                             |            |   |      |   |            |  
|Net Cash Used By Operating Activities                                               |  |                             | (2,972,163 | ) |      |   | (2,825,903 | )
|                                                                                    |  |                             |            |   |      |   |            |  
|Investing Activities:                                                               |  |                             |            |   |      |   |            |  
|Cash paid for property and equipment                                                |  |                             | (11,867    | ) |      |   | (71,587    | )
|                                                                                    |  |                             |            |   |      |   |            |  
|Net Cash Used By Investing Activities                                               |  |                             | (11,867    | ) |      |   | (71,587    | )
|                                                                                    |  |                             |            |   |      |   |            |  
|Financing Activities:                                                               |  |                             |            |   |      |   |            |  
|Principal payments under capital leases                                             |  |                             | (25,587    | ) |      |   | (6,459     | )
|Proceeds from short-term borrowings                                                 |  |                             |           |   |      |   | 46,579     |  
|                                                                                    |  |                             |            |   |      |   |            |  
|Net Cash (Used) Provided By Financing Activities                                    |  |                             | (25,587    | ) |      |   | 40,120     |  
|                                                                                    |  |                             |            |   |      |   |            |  
|Effect of Exchange Rate Changes on Cash and Cash Equivalents                        |  |                             | (373,935   | ) |      |   | 288,099    |  
|Net Decrease In Cash and Cash Equivalents                                           |  |                             | (3,383,552 | ) |      |   | (2,569,271 | )
|Cash and Cash Equivalents, Beginning of Period                                      |  |                             | 5,705,818  |   |      |   | 9,109,456  |  
|                                                                                    |  |                             |            |   |      |   |            |  
|Cash and Cash Equivalents, End of Period                                            |  | $                           | 2,322,266  |   |      | $ | 6,540,185  |  
|                                                                                    |  |                             |            |   |      |   |            |  

See accompanying notes to the consolidated financial statements.



4



---

##### Table of Contents

ENCORIUM GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



|1. | DESCRIPTION OF BUSINESS:
|-- | ------------------------

In this
discussion, the terms, Company, we, us, and our, refer to Encorium Group, Inc. and subsidiaries (formerly known as, Covalent Group, Inc.), except where it is made clear otherwise.

We are a clinical research organization that engages in the design and management of complex clinical trials for the pharmaceutical,
biotechnology and medical device industries. Our mission is to provide our clients with high quality, full-service support for their clinical trials. We offer therapeutic expertise, experienced team management and advanced technologies. Our
headquarters is based in Wayne, Pennsylvania and our international operations are based in Espoo, Finland.

Our clients consist of many of
the largest companies in the pharmaceutical, biotechnology and medical device industries. From protocol design and clinical program development, to proven patient recruitment, to managing the regulatory approval process, we have the resources to
directly implement or manage Phase I through Phase IV clinical trials and to deliver clinical programs on time and within budget. We have clinical trial experience across a wide variety of therapeutic areas such as cardiovascular,
endocrinology/metabolism, diabetes, neurology, oncology, immunology, vaccines, infectious diseases, gastroenterology, dermatology, hepatology, womens health and respiratory medicine. We have the capacity and expertise to conduct clinical
trials on a global basis.

In November 2006, we expanded our international operations with the acquisition of Remedium Oy, a CRO founded in
1996 in Finland which offers clinical trial services to the pharmaceutical and medical device industries. With this acquisition, we gained a Northern and Eastern European presence to support existing clinical trial contracts and expand our presence
internationally. We were incorporated in August 1989 in Nevada and in June 2002, the Company changed its state of incorporation to Delaware.

On May 11, 2009, we announced that we had entered into non-binding letters of intent to sell certain assets of the Companys U.S. business and its wholly-owned subsidiary, Encorium Oy, to two separate groups.

On May 18, 2009, we announced an update with respect to the sale of the Companys U.S. business whereby the initial letter of intent had been
terminated and that the Company had entered into another letter of intent with Pierrel SpA, an international contract research organization listed on Milanos Stock Exchange.

Subject to the negotiation of a definitive agreement, pursuant to the letter of intent, Pierrel has the right to purchase the U.S. Line of Business for a
purchase price equal to a percentage of the Companys U.S. backlog calculated as of the closing or $1.35 million, whichever is greater, less the amount, if any, that assumed current liabilities, less assumed current assets exceeds $350
thousand. In addition to the purchase price payable at closing, Pierrel will pay Encorium a 10% commission on the value of any new contract, net of pass-through costs, executed after the closing date but prior to December 31, 2009, which
constitute part of the Companys pipeline at closing.

The closing of each transaction is subject to the completion of due diligence,
execution of definitive agreements, and the fulfillment of certain closing conditions, including, with respect to the sale of Encorium Oy, stockholder approval.

The accompanying consolidated financial statements have been prepared on the basis of the Company continuing as a going concern.

Historically our net cash used in operations has been substantial. Our net cash used in operations for the three months ended March 31, 2009 was $3.0 million. Our cash and cash equivalents as of March 31, 2009 was
$2.3 million. In the event the sales described above are not consummated, we anticipate that will meet our cash requirements through March of 2010, assuming we are able to fully implement our current cost cutting initiatives, we are able to win
additional contracts during fiscal 2009 and we are able to maintain our current customer contracts. In the event we are unable to do so, we will be required to obtain additional capital from external sources or significantly reduce our operating
costs, which may include the cessation of operations in some countries or liquidation of the Company.



5



---

##### Table of Contents

Our ability to obtain additional financing in the future will depend in part upon prevailing capital
market conditions, as well as conditions in our business and our operating results; and those factors may affect our efforts to arrange additional financing on terms that are satisfactory to us or at all. We have been working with an investment
banking firm to seek strategic alternatives, including outside investments. To date, our efforts to secure additional investments have not proven successful given the general economic and lending environment coupled with the Companys current
financial position.

Given the current levels of the trading price of the Companys common stock, if the Company were to raise
additional capital by issuing equity securities, existing stockholders percentage ownership would be reduced and they would experience substantial dilution. If we were to raise additional funds by issuing debt securities, these debt securities
would have rights, preferences, and privileges senior to those of our common stock, and the terms of the debt securities issued could impose significant restrictions on our operations. These factors have raised substantial doubt about our ability to
continue as a going concern for the foreseeable future. If we are unable to obtain additional capital, we will scale back our operations until such capital is obtained or begin to liquidate the Company. Any decision to liquidate the Company may
occur at any point during or before the first quarter of 2010. Our consolidated financial statements do not include any adjustment to reflect the possible future effects on the recoverability or classification of assets or the amounts and
classification of liabilities that may result from the outcome of our ability to continue as a going concern.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
|-- | -------------------------------------------

Basis of Presentation

The accompanying unaudited financial statements for the three months ended March 31,
2009 have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (primarily
consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2009 may not necessarily be indicative of the results that may be expected for
other quarters or for the year ending December 31, 2009. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008.

Use of Estimates

The
preparation of consolidated financial statements in conformity with generally accepted accounting 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 period. Actual results could differ from those estimates.



6



---

##### Table of Contents

Consolidation

The consolidated financial statements for the three months ended March 31, 2009 and 2008 include our accounts and the accounts of our wholly-owned subsidiaries. Intercompany transactions and balances have been
eliminated in consolidation.

Investigator Advances

We received advance payments from a small number of our clients as part of certain long-term contracts, which require us to maintain separate cash
accounts to be utilized for payment of investigator fees. As of March 31, 2009 and December 31, 2008, this cash amount was $1.2 million and $1.1 million, respectively. This amount is also included in Customer Advances, a component of
current liabilities, in the accompanying balance sheets.

Accounts Receivable

Accounts receivable, net of an allowance for doubtful accounts, consists of customer billings pursuant to contractual terms related to work performed as
of March 31, 2009. In general, amounts become billable upon the achievement of billing mechanisms or in accordance with predetermined payment schedules set forth in the contracts with our clients. Included in accounts receivable are amounts due
from clients in connection with unbilled out-of-pocket pass-through costs in the amount of $103 thousand as of March 31, 2009 and $369 thousand as of December 31, 2008.

Concentration of Credit Risk

Our accounts receivable and costs and estimated earnings in excess of related billings on uncompleted contracts are concentrated with a number of companies within the pharmaceutical, biotechnology and medical device industries. The majority
of this exposure is to large, well established firms. Credit losses have historically been minimal. As of March 31, 2009, the total of accounts receivable and costs and estimated earnings in excess of related billings on uncompleted contracts
was $5.8 million. Of this amount, the exposure to our three largest clients was 52% of the total, with the three largest clients representing 20%, 17% and 15% of total exposure, respectively. As of December 31, 2008, the total of accounts
receivable and costs and estimated earnings in excess of related billings on uncompleted contracts was $6.1 million. Of this amount, the exposure to our three largest clients was 38% of the total, with the three largest clients representing 15%,
12%, and 11% of total exposure, respectively.

Customer Advances

Several client contracts contain provisions that allow us to bill and receive advance payments to be utilized for investigator fees and reimbursable
expenses. In some instances, the client requires that we maintain separate cash accounts to be utilized for investigator fees, which are included as Investigator Advances as a component of current assets. Funds received as customer advances,
excluding investigator advances for which separate cash accounts are required as part of our contract with the client, are included as part of Cash and cash equivalents. The balance of customer advances, including investigator advances of $1.2
million, was $3.5 million as of March 31, 2009. As of March 31, 2009, there were no material customer advances billed, but not received.



7



---

##### Table of Contents

Revenue Recognition

A significant portion of our net revenue is recognized from fixed price contracts on a proportional performance method based on assumptions regarding the
estimated completion of the project. This method is used because management considers total costs incurred to be the best available measure of progress on these contracts. Under some of our contracts work is performed under time and material
contracts whereby we recognize revenue as hours are worked based on the hourly billing rate for each contract.

Each month costs are
accumulated on each project and compared to total estimated cost to complete to determine the degree of completion for that particular project. This determines the percentage of completion for the project. This percentage of completion is multiplied
by the contract value to determine the amount of revenue to be recognized. As the work progresses, original estimates may be adjusted due to revisions in the scope of work or other factors and a contract modification may be negotiated with the
customer to cover additional costs. Our accounting policy for recognizing revenue for changes in scope is to recognize revenue when the Company has reached agreement with the client, the services pursuant to the change in scope have been performed,
the price has been set forth in the change of scope document and collectability is reasonably assured based on our course of dealings with the client. We bear the risk of cost overruns on work performed absent a signed contract modification. Because
of the inherent uncertainties in estimating costs, it is reasonably possible that the cost estimates used will change in the near term and may have a material adverse impact on our financial performance.

In the past, we have had to commit unanticipated resources to complete projects resulting in lower gross margins on those projects. These unanticipated
additional costs occurred on several long term contracts which we completed or substantially completed during 2004. These contracts spanned a period of three to nine years. We may experience similar situations in the future, although our current
contracts in process are of a shorter duration and subject to less cost volatility. Should our estimated costs on fixed price contracts prove to be low in comparison to actual costs, future margins could be reduced, absent our ability to negotiate a
contract modification.

There are no standard billing and payment provisions which are present in each contract. Each contract has separate
and distinct billing and payment terms which are the result of negotiation between us and the client. Billings and the related payment terms from fixed price contracts are generally determined by provisions in the contract that may include certain
payment schedules and the submission of required billing detail. The payment schedule in the contract reflects the value of services to be performed by us at the initiation of the contract. The payment schedule may include the value of certain
interim service components as well as periodic payments which are reasonably assured at the start of the contract and which we expect to receive during the duration of the contract. Accordingly, cash receipts, including the receipt of up front
payments, periodic payments and payments related to the achievement of certain billing mechanisms, do not necessarily correspond to cost incurred and revenue recognized on contracts. A contracts payment structure typically requires an upfront
payment of 10% to 20% of the contract value at or shortly after the initiation of the contract, a series of periodic payments over the life of the contract and payments based upon the achievement of certain billing mechanisms. The upfront payments
are deferred and recognized as revenues as services are performed under the proportional performance method. Periodic payments, including payments related to the achievement of certain billing mechanisms in the contract, are invoiced pursuant to the
terms of the contract once the agreed upon services criteria have been achieved. Payments based upon interim billing mechanisms are included in the value of the contract because we expect to receive them during the term of the contract. All payments
received pursuant to the contract are recognized in accordance with the proportional performance method. In a comprehensive full service drug development program, the client would not generally purchase certain service components separately but as
an integrated, full service arrangement in connection with the development of the drug.



8



---

##### Table of Contents

Clients generally may terminate a contract on short notice which might cause unplanned periods of excess
capacity and reduced revenues and earnings. Client initiated delays or cancellations for ongoing clinical trials can come suddenly and may not be foreseeable. To offset the effects of early termination of significant contracts, we attempt to
negotiate the payment of an early termination fee as part of the original contract. Generally, we have not been successful in negotiating such fees. Our contracts typically require payment to us of expenses incurred to wind down a study and fees
earned to date. Therefore, revenue recognized prior to cancellation does not require a significant adjustment upon cancellation. If we determine that a loss will result from the performance of a fixed price contract, the entire amount of the
estimated loss is charged against income in the period in which such determination is made.

Our accounting policy for recognizing revenue
for terminated projects requires us to perform a reconciliation of study activities versus the activities set forth in the contract. We negotiate with the client, pursuant to the terms of the existing contract, regarding the wind down of existing
study activities in order to clarify which services the client wants us to perform. Once we and the client agree on the reconciliation of study activities and the agreed upon services have been performed by us, we would record the additional revenue
provided collectability is reasonably assured.

Our operations have experienced, and may continue to experience, period-to-period
fluctuations in net service revenue and results from operations. Because we generate a large proportion of our revenues from services performed at hourly rates, our revenue in any period is directly related to the number of employees and the number
of hours worked by those employees during that period. Our results of operations in any one quarter can fluctuate depending upon, among other things, the number of weeks in the quarter, the number and related contract value of ongoing client
engagements, the commencement, postponement and termination of engagements in the quarter, the mix of revenue, the extent of cost overruns, employee hiring, employee utilization, vacation patterns, exchange rate fluctuations and other factors.

Reimbursable Out-of-Pocket Expenses

On behalf of our clients, we pay fees to investigators and other out-of-pocket costs for which we are reimbursed at cost, without mark-up or profit. Effective January 1, 2002, in connection with the required
implementation of Financial Accounting Standards Board (FASB) Emerging Issues Task Force Rule No. 01-14, Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses
Incurred, out-of-pocket costs are now included in Operating Expenses, while the reimbursements received are reported separately as Reimbursement Revenue in the Consolidated Statements of Operations.

As is customary in the industry, we will continue to exclude from revenue and expense in the Consolidated Statements of Operations fees paid to
investigators and the associated reimbursement since we acts as an agent on behalf of the clinical trial sponsors with regard to investigator payments, in accordance with EITF No. 99-19, Reporting Revenue Gross as a Principal versus
Net as an Agent. These investigator fees are not reflected in our Net Revenue, Reimbursement Revenue, Reimbursement Out-of-Pocket Expenses, and/or Direct Expenses. The amounts of investigator fees for the three month ended March 31,
2009 were $3.1 million.



9



---

##### Table of Contents

Stock-Based Compensation

We have adopted equity incentive plans that provide for the granting of stock options to employees, directors, advisors and consultants.

Effective January 1, 2006, we adopted Statements of Financial Accounting Standards No. 123R (SFAS No. 123R) using the Modified
Prospective Approach. SFAS No. 123R revises SFAS No. 123, Accounting for Stock Based Compensation and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS No. 123R requires the costs for all share-based payments to employees, including grants of employee stock options, to be recognized in financial statements based on their fair values at grant date, or the date of later
modification, over the requisite period. In addition, SFAS No. 123R requires unrecognized cost (based on the amounts previously disclosed in our pro forma footnote disclosure) related to options vesting after the date of initial adoption to be
recognized in the financial statements over the remaining requisite period. Accordingly, prior period amounts have not been restated. See Note 8 for further detail regarding the adoption of this standard.

Goodwill and Intangible Assets

The Company follows the provisions of SFAS No. 141, Business Combinations, (SFAS No. 141) and SFAS No. 142, Goodwill and Other Intangible Assets, (SFAS
No. 142) applicable to business combinations. The Company also follows the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, (SFAS No. 144) applicable to
its accounting for impairment of goodwill and intangible assets. In accordance with these standards, goodwill acquired in connection with the acquisition of Remedium was not amortized. However, the identifiable intangible assets acquired in
connection with the acquisition of Remedium are being amortized over their useful lives. Under SFAS No. 142, goodwill is subject to impairment testing annually or whenever events or changes in circumstances indicate that the carrying amount may
not be fully recoverable. If carrying value exceeds current fair value, then goodwill is considered impaired and is reduced to fair value via a charge to earnings. The identifiable intangibles acquired in connection with the acquisition of Remedium
are also subject to impairment testing under SFAS No. 142, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Management determined that it should perform its impairment testing of
goodwill as of September 30, 2008 due to the continuing challenging business conditions and the resulting weakness in the Companys stock price as of the end of its third quarter. The fair value for the reporting unit was estimated using
the expected present value of future cash flows and market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. As a result, the Company recorded an impairment
charge of $1.86 million in the third quarter of 2008. The Company performed its annual impairment testing as of November 1, 2008. The fair value of the reporting unit was estimated using the expected present value of future cash flows and
market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. The sum of the fair value was reconciled to the Companys current market capitalization. As a
result of this reconciliation process the Company recorded an impairment charge related to goodwill of $12.5 million in the fourth quarter of 2008.



10



---

##### Table of Contents

Foreign Currency Translation

The functional currency of the Company is the United States (U.S.) dollar. The functional currency of the Companys foreign operations
generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect for the reporting date, and consolidated statements of operations are translated at the
average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive income in stockholders
equity.

Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such
transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated condensed statements of operations as unrealized (based on the applicable period exchange rate) or
realized upon settlement of the transactions.



|3. | RECENTLY ISSUED ACCOUNTING STANDARDS:
|-- | -------------------------------------

In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurement(SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We adopted SFAS No. 157 and have
determined that it did not have a material impact on our consolidated financial statements or results of operations.

In September 2006, the
FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans(SFAS No. 158)an amendment of FASB Statements No. 87, 88, 106, and 132(R).
SFAS No. 158 requires an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through comprehensive income of a business. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial
position, with limited exceptions. This statement is effective for the first fiscal year ending after December 15, 2006 for initial recognition and December 15, 2008 for measurement of plan assets and benefit obligations. We adopted SFAS
No. 158 and have determined that it did not have a material impact on our consolidated financial statements or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS
No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This statement is effective in the first fiscal year that begins after November 15, 2007.
We adopted SFAS No. 159 and have determined that it did not have a material impact on our consolidated financial statements or results of operations.

In December 2007, the FASB issued SFAS No. 141R (revised 2007), Business Combinations (SFAS 141R) which replaces SFAS No. 141, Business Combinations. The scope
of SFAS 141R is broader than that of SFAS No. 141, which applied only to business combinations in which control was obtained by transferring consideration. SFAS 141R revises accounting and reporting standards for business combinations and
applies to all transactions or other events in which an entity obtains control of



11



---

##### Table of Contents

one or more businesses by transferring consideration as well as combinations achieved without the transfer of consideration. By applying the same method of
accounting  the acquisition method  to all transactions and other events in which one entity obtains control over one or more other businesses, this statement is intended to improve the comparability of the information about business
combinations provided in financial reports. SFAS 141R applies prospectively to business combinations with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The
Company is currently in the process of evaluating SFAS 141R, and has not yet determined the impact, if any, that accounting for future business combinations under SFAS 141R, effective January 1, 2009, will have on its consolidated results of
operations or financial position.



|4. | EARNINGS PER SHARE
|-- | ------------------

Earnings per share is
calculated in accordance with SFAS No. 128, Earnings Per Share. Basic earnings per share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted
earnings per share is computed by dividing net income by the weighted average number of common shares plus the dilutive effect of outstanding stock options under our equity incentive plans. Stock options outstanding not included in the table below
because of their anti-dilutive effect for the three months ended March 31, 2009 were 1,033,416.

The net loss and weighted average
common and common equivalent shares outstanding for purposes of calculating net loss per common share were computed as follows:



|                                                                                                |  |                             |            |   |      |   |            |  
|----------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                |  | Three months endedMarch 31, |           
|                                                                                                |  | 2009                        |            |   | 2008 |  
|Net loss                                                                                        |  | $                           | (195,220   | ) |      | $ | (2,007,380 | )
|                                                                                                |  |                             |            |   |      |   |            |  
|Weighted average number of common shares outstanding used in computing basic earnings per share |  |                             | 20,523,883 |   |      |   | 20,603,140 |  
|Dilutive effect of stock options outstanding                                                    |  |                             |           |   |      |   |           |  
|Weighted average shares used in computing diluted earnings per share                            |  |                             | 20,523,883 |   |      |   | 20,603,140 |  
|                                                                                                |  |                             |            |   |      |   |            |  
|Basic loss per share                                                                            |  |                             | ($0.01     | ) |      |   | ($0.10     | )
|Diluted loss per share                                                                          |  |                             | ($0.01     | ) |      |   | ($0.10     | )
|                                                                                                |  |                             |            |   |      |   |            |  



12



---

##### Table of Contents

|5. | COMPREHENSIVE INCOME
|-- | --------------------

A reconciliation of
comprehensive loss in accordance with SFAS No. 130, Reporting Comprehensive Income is as follows:



|                                        |  |                             |          |   |      |   |            |  
|--------------------------------------- |  | --------------------------- | -------- | - | ---- | - | ---------- | -
|                                        |  | Three Months EndedMarch 31, |         
|                                        |  | 2009                        |          |   | 2008 |  
|Net loss                                |  | $                           | (195,220 | ) |      | $ | (2,007,380 | )
|Foreign currency translation adjustment |  |                             | (402,004 | ) |      |   | 229,755    |  
|                                        |  |                             |          |   |      |   |            |  
|Comprehensive loss                      |  | $                           | (597,224 | ) |      | $ | (1,777,625 | )
|                                        |  |                             |          |   |      |   |            |  



|6. | SEGMENT INFORMATION
|-- | -------------------

The Company has adopted
the provisions of SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information which establishes standards for reporting business segment information. The Company operates predominantly in the clinical
research industry providing a broad range of clinical research services on a global basis to the pharmaceutical, biotechnology and medical device industries.

The following table summarizes the distribution of net revenue and contracts with significant clients:



|            |  |                              |   |      |                   |  |                      |   |  |                  
|----------- |  | ---------------------------- | - | ---- | ----------------- |  | -------------------- | - |  | -----------------
|            |  | Three Months Ended March 31,
|            |  | 2009                         |   | 2008
|            |  | PercentageofRevenues         |   |      | NumberofContracts |  | PercentageofRevenues |   |  | NumberofContracts
|Client A    |  | 21                           | % |      | 9                 |  | 12                   | % |  | 2                
|Client B    |  | 20                           | % |      | 4                 |  | 11                   | % |  | 18               
|Client C    |  | 10                           | % |      | 1                 |  | 10                   | % |  | 1                
|            |  |                              |   |      |                   |  |                      |   |  |                  
|Top Clients |  | 51                           | % |      | 14                |  | 33                   | % |  | 21               
|            |  |                              |   |      |                   |  |                      |   |  |                  

Client A, B and C in the table above represent the largest clients for each period, but do not
represent the same client for each year shown. We have no other customers that comprise 10% of our net revenues.

The following table
summarizes the distribution of net revenues from external clients by geographical region for the three months ended March 31, 2009 and 2008.



|             |  |                             |           |      |   |          
|------------ |  | --------------------------- | --------- | ---- | - | ---------
|             |  | Three Months EndedMarch 31,
|             |  | 2009                        |           | 2008
|U.S.         |  | $                           | 2,419,590 |      | $ | 2,081,128
|Finland      |  |                             | 2,796,596 |      |   | 3,149,408
|Other Europe |  |                             | 1,809,240 |      |   | 2,253,070
|             |  |                             |           |      |   |          
|Total        |  | $                           | 7,025,426 |      | $ | 7,483,606
|             |  |                             |           |      |   |          



13



---

##### Table of Contents

The following table summarizes the distribution of the Companys long lived assets by geographical
region as of March 31, 2009 and December 31, 2008.



|       |  |               |           |                  |   |          
|------ |  | ------------- | --------- | ---------------- | - | ---------
|       |  | March 31,2009 |           | December 31,2008
|U.S.   |  | $             | 780,885   |                  | $ | 881,666  
|Europe |  |               | 5,008,144 |                  |   | 5,430,049
|       |  |               |           |                  |   |          
|Total  |  | $             | 5,789,029 |                  | $ | 6,311,715
|       |  |               |           |                  |   |          



|7. | OTHER LIABILITIES
|-- | -----------------

Effective January 1,
2003, the Company increased by approximately 12,700 to 34,000 the amount of square feet under lease in the same building. The term of the lease was also extended to 2009 and monthly lease payments increased from $50 thousand to $72 thousand. As an
incentive for the Company to acquire the additional space, the lessor granted the Company $814 thousand in lease incentives that were used to pay for architectural fees, renovations and improvement costs for the new space. The lease incentives were
capitalized as if the Company incurred the costs to make the improvements and are included in Property and Equipment. These assets and the related liability are amortized over the remaining life of the lease at a rate of approximately $116 thousand
per year as an additional amortization expense and a reduction in rent expense, respectively. The accounting for these lease incentives has no impact on net income, stockholders equity or cash flow. In June 2008, the Company entered into an
amended agreement with the lessor to reduce by approximately 10,774 to 23,252 the amount of square feet under lease in the same building. The term of the lease was also extended to December 2014 and the monthly payments decreased from $79 thousand
to $53 thousand.



|8. | STOCKHOLDERS EQUITY
|-- | -------------------

Treasury Stock

In October 2008 the Company approved a stock repurchase program in an amount of up to $250,000. During the three months ended
December 31, 2008, the Company purchased 79,257 shares of Common Stock at an average price of $0.36 per share in open market transactions. There were 310,121 common shares in treasury as of December 31, 2008. The shares are valued using
the cost method of accounting for treasury stock.

Stock-Based Compensation

Effective January 1, 2006 we adopted SFAS No. 123R using the Modified Prospective Approach. SFAS No. 123R revises SFAS No. 123,
Accounting for Stock-Based Compensation and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R requires the cost of all share-based payments
to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values at grant date, or the date of later modification, over the requisite service period.



14



---

##### Table of Contents

Under the Modified Prospective Approach, the amount of compensation expense recognized includes
compensation expense for all share-based payments granted prior to, but not yet fully vested as of January 1, 2006, based on the grant date fair value estimated in accordance with SFAS No. 123 and compensation expense for all share-based
payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with SFAS No. 123R. Prior to adoption of SFAS 123R, we determined share-based compensation expense by applying the intrinsic value
method provided for in APB Opinion No. 25.

For the three months ended March 31, 2009, SFAS 123R resulted in incremental
stock-based compensation expense of $56 thousand or $0.01 on a basic and diluted earning per share basis. For the three months ended March 31, 2008, SFAS 123R resulted in incremental stock-based compensation expense of $71 thousand or $0.01, on
a basic and diluted earning per share basis. The compensation expense associated with SFAS 123R did not have a net impact on cash flows from operating, investing or financing activities. A deduction is not allowed for income tax purposes until the
options are exercised. The amount of the income tax deduction will be the difference between the fair value of the Companys common stock and the exercise price at the date of exercise. The tax effect of the income tax deduction in excess of
the financial statement expense will be recorded as an increase in additional paid-in-capital. Accordingly, SFAS 123R requires the recognition of a deferred tax asset for the tax effect of the financial statement expense recorded. However, due to
our recent loss history, and uncertainty regarding the realization of deferred tax assets, deferred tax assets have been fully reserved as of March 31, 2009. The net operating losses incurred to date by the Company are being carried forward and
may be applied against future taxable income subject to certain limitations set forth in Section 382 of the Internal Revenue Code.

The
Company has issued stock options to employees under share-based compensation plans. Stock options issued prior to January 1, 2007 were issued at the current market price on the date of the grant, subject to a 3 year vesting period with a
contractual term of 5 years. Stock options issued after January 1, 2007 were issued at the current market price on the date of grant, subject to a 3 year vesting period with a contractual term of 10 years. The fair value of each stock option is
estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of our common stock. We use historical data on exercises of
stock options and other factors to estimate the expected life of the share-based payments granted. For options granted prior to January 1, 2006, we determined the expected life to be 5 years, and an expected life of 4 years for any options
granted between January 1, 2006 and December 31, 2006. For options issued subsequent to January 1, 2007, we determined the expected life to be 7 years due to the adoption of a new stock option plan under which these shares were
issued. The risk free rate is based on the U.S. Treasury bond rate commensurate with the expected life of the option.



|                        |  |                             |  |             
|----------------------- |  | --------------------------- |  | ------------
|                        |  | Three Months EndedMarch 31,
|                        |  | 2009                        |  | 2008        
|Risk-free interest rate |  | 2.20% - 2.55%               |  | 2.91 - 2.93%
|Expected dividend yield |  |                            |  |            
|Expected life           |  | 7 years                     |  | 7 years     
|Expected volatility     |  | 72.50%                      |  | 55.15%      
|Forfeiture rate         |  | 15.00%                      |  | 15.00%      



15



---

##### Table of Contents

A summary of award activity under the stock option plans as of March 31, 2009 and changes during the
three month period is presented below:



|                                         |  |                 |   |  |                                  |             |                                       |   |                |  |            |  
|---------------------------------------- |  | --------------- | - |  | -------------------------------- | ----------- | ------------------------------------- | - | -------------- |  | ---------- | -
|                                         |  | Number ofShares |   |  | Range ofExercise Pricesper Share |             | WeightedAverageExercisePrice perShare |   | IntrinsicValue | 
|Options outstanding at December 31, 2008 |  | 954,083         |   |  | $                                | 0.24 -6.08  |                                       | $ | 2.29           |  | (1,946,329 | )
|Granted                                  |  | 102,750         |   |  |                                  | .19 - .29   |                                       |   | 0.29           |  | (4,110     | )
|Exercised                                |  |                |   |  |                                  |            |                                       |   |               |  |           |  
|Canceled                                 |  | (23,417         | ) |  |                                  | 2.50 - 2.60 |                                       |   | 2.52           |  | 53,188     |  
|                                         |  |                 |   |  |                                  |             |                                       |   |                |  |            |  
|Options outstanding at March 31, 2009    |  | 1,033,416       |   |  | $                                | 0.19 - 6.08 |                                       | $ | 0.91           |  | (682,055   | )
|Vested options outstanding at:           |  |                 |   |  |                                  |             |                                       |   |                |  |            |  
|March 31, 2009                           |  | 109,303         |   |  | $                                | 1.88 - 6.08 |                                       | $ | 3.36           |  | ($339,932  | )
|Non-vested options outstanding at:       |  |                 |   |  |                                  |             |                                       |   |                |  |            |  
|March 31, 2009                           |  | 924,113         |   |  | $                                | 0.19 - 6.08 |                                       | $ | 0.59           |  | ($311,236  | )

Approximately 285,272 options, net of forfeitures, of the 924,113 non-vested options as of
March 31, 2009 will vest within the next year.

As of March 31, 2009, there was $426 thousand of total unrecognized compensation
cost related to unvested share-based compensation awards granted under the stock option plans. That cost is expected to be recognized over a weighted-average period of approximately 2.2 years.

Based upon the above assumptions, the weighted average fair value of the stock options granted for the three months ended March 31, 2009 and 2008 was
$0.20 and $1.10, respectively.

The Company has a policy of issuing new shares to satisfy share option exercises.



16



---

##### Table of Contents

The following table summarizes information regarding stock options outstanding at March 31, 2009:



|                       |  |                                   |  |                                                 |  |                                       |     
|---------------------- |  | --------------------------------- |  | ----------------------------------------------- |  | ------------------------------------- | ----
|Options Outstanding   
|Range ofExercisePrices |  | NumberOutstanding atMarch 31,2009 |  | WeightedAverageRemainingContractualLife inYears |  | WeightedAverageExercisePrice perShare
|$0.01-$0.50            |  | 802,000                           |  | 9.62                                            |  | $                                     | 0.29
|$1.51-$2.00            |  | 55,000                            |  | 9.04                                            |  | $                                     | 1.79
|2.01-2.50              |  | 40,750                            |  | 1.31                                            |  |                                       | 2.25
|2.51-3.00              |  | 82,666                            |  | 8.54                                            |  |                                       | 2.67
|3.01-3.50              |  | 500                               |  | 2.49                                            |  |                                       | 3.02
|3.51-4.00              |  | 5,000                             |  | 8.01                                            |  |                                       | 3.51
|4.01-4.50              |  | 7,500                             |  | 7.92                                            |  |                                       | 4.10
|$6.00 - $6.50          |  | 40,000                            |  | 7.82                                            |  |                                       | 6.08
|                       |  |                                   |  |                                                 |  |                                       |     
|                       |  | 1,033,416                         |  | 9.08                                            |  | $                                     | 0.91
|                       |  |                                   |  |                                                 |  |                                       |     

The following table summarizes information regarding exercisable stock options at March 31,
2009:



|                       |  |                                             |  |                                                 |  |                                       |     
|---------------------- |  | ------------------------------------------- |  | ----------------------------------------------- |  | ------------------------------------- | ----
|Options Exercisable   
|Range ofExercisePrices |  | Number ofExercisableOptions atMarch 31,2009 |  | WeightedAverageRemainingContractualLife inYears |  | WeightedAverageExercisePrice PerShare
|$0.01 - $0.50          |  |                                            |  |                                                |  | $                                     | 0.00
|1.51-2.00              |  | 11,666                                      |  | 8.97                                            |  |                                       | 1.89
|2.01-2.50              |  | 35,750                                      |  | 1.32                                            |  |                                       | 2.25
|2.51-3.00              |  | 28,222                                      |  | 8.37                                            |  |                                       | 2.68
|3.01-3.50              |  | 333                                         |  | 2.49                                            |  |                                       | 3.02
|3.51-4.00              |  | 1,666                                       |  | 8.01                                            |  |                                       | 3.51
|4.01-4.50              |  | 5,000                                       |  | 7.92                                            |  |                                       | 4.10
|$6.00 - $6.50          |  | 26,666                                      |  | 7.82                                            |  |                                       | 6.08
|                       |  |                                             |  |                                                 |  |                                       |     
|                       |  | 109,303                                     |  | 5.95                                            |  | $                                     | 3.36
|                       |  |                                             |  |                                                 |  |                                       |     



17



---

##### Table of Contents

A summary of stock options expected to vest in the next twelve months is as follows:



|                         |  |                                         |  |                                                 |  |                                      
|------------------------ |  | --------------------------------------- |  | ----------------------------------------------- |  | -------------------------------------
|Options Expected To Vest
|Range ofExercisePrices   |  | OptionsExpectedto VestNet ofFortietures |  | WeightedAverageRemainingContractualLife inYears |  | WeightedAverageExercisePrice PerShare
|$0.01-$0.50              |  | 227,279                                 |  | 9.62                                            |  | 0.29                                 
|$1.51-$2.00              |  | 15,586                                  |  | 9.04                                            |  | 1.79                                 
|2.01-2.50                |  | 4,250                                   |  | 1.25                                            |  | 2.25                                 
|2.51-3.00                |  | 23,139                                  |  | 8.37                                            |  | 2.68                                 
|3.01-3.50                |  | 142                                     |  | 2.49                                            |  | 3.02                                 
|3.51-4.00                |  | 1,417                                   |  | 8.01                                            |  | 3.51                                 
|4.01-4.50                |  | 2,125                                   |  | 7.92                                            |  | 4.10                                 
|$6.00 -$6.50             |  | 11,334                                  |  | 7.82                                            |  | 6.08                                 
|                         |  |                                         |  |                                                 |  |                                      
|                         |  | 285,272                                 |  | 9.29                                            |  | 0.87                                 
|                         |  |                                         |  |                                                 |  |                                      



|9. | SUPPLEMENTAL CASH FLOW INFORMATION
|-- | ----------------------------------

No
income tax payments were required for the three months ended March 31, 2009 and 2008, respectively. Cash paid for interest for the three months ended March 31, 2009 and 2008 was approximately $14 thousand and $3 thousand, respectively. We
did not enter into any capital lease obligations during the three months ended March 31, 2009 and 2008. We did not acquire any property and equipment through leasing arrangements during the three months ended March 31, 2009 or 2008,
respectively.



|10. | ACQUISITION OF REMEDIUM OY
|--- | --------------------------

On November
1, 2006, Encorium Group, Inc. acquired Remedium Oy, a corporation organized under the laws of Finland (Remedium), in which the Company purchased all of the issued and outstanding shares of capital stock of Remedium (the
Shares) pursuant to the Combination Agreement dated July 6, 2006 (the Amended Agreement). The consideration paid at closing to Remediums stockholders (the Stockholders) for the Shares consisted of
(i) shares of Common Stock of the Company with a value of $11 million; and (ii) $2.5 million in cash. An additional cash payment of $1.5 million was paid to the Stockholders on March 30, 2007. The Company issued to the
Stockholders additional shares of Common Stock of the Company with a value of $2 million on November 1, 2007, the anniversary of the closing. The Company also issued additional Earn-Out Shares of its Common Stock with a value of $2
million on April 10, 2007. The value of the Earn-Out Shares was based on the attainment of certain consolidated net revenue targets by Remedium for the year ended December 31, 2006, as described in the Amended Agreement. The
Company incurred approximately $2.26 million of acquisition related costs as of December 31, 2006, and additional acquisition related costs of $15,760 during 2007. All of the costs associated with the acquisition of Remedium were paid by
December 31, 2007.



18



---

##### Table of Contents

|11. | GOODWILL AND OTHER INTANGIBLES
|--- | ------------------------------

The Company
follows the provisions of SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets, applicable to business combinations. The amount of Goodwill that resulted from the
Remedium acquisition, including deferred taxes of $1,697,724, was $15,388,299. In accordance with SFAS No. 141 the amount of goodwill resulting from the Remedium acquisition was determined as the excess of cost over the fair values of acquired
net assets. In accordance with these standards, goodwill acquired in connection with the acquisition of Remedium was not amortized. Under SFAS No. 142, goodwill is subject to impairment testing annually or whenever events or changes in
circumstances indicate that the carrying amount may not be fully recoverable. If carrying value exceeds current fair value, then goodwill is considered impaired and is reduced to fair value via a charge to earnings. Management determined that it
should perform its impairment testing of goodwill as of September 30, 2008 due to the continuing challenging business conditions and the resulting weakness in the Companys stock price as of the end of its third quarter. The fair value for
the reporting unit was estimated using the expected present value of future cash flows and market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. As a result,
the Company recorded an impairment charge of $1.86 million in the third quarter of 2008. The Company performed its annual impairment testing as of November 1, 2008. The fair value of the reporting unit was estimated using the expected present
value of future cash flows and market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. The sum of the fair value was reconciled to the Companys current
market capitalization. As a result of this reconciliation process the Company recorded an impairment charge related to goodwill of $12.5 million in the fourth quarter of 2008.

The Company also acquired $6.5 million of identifiable intangible assets in connection with the Remedium acquisition. Of the $6.5 million of acquired
intangible assets, $3.9 million was attributed to customer relationships, $2.6 million was attributable to backlog and $53 thousand was attributable to a non-compete agreement. All of these intangibles are subject to amortization on a straight-line
basis. The estimated useful lives for customer relationships, backlog and non-compete agreement are 16 years, 18 months and 4 years, respectively. Amortization expense for the three ended March 31, 2009 and 2008 was $66 thousand and $498
thousand, respectively. The estimated amortization of intangibles expense to be recorded in future periods is as follows:



|     |  |   |        
|---- |  | - | -------
|2009 |  | $ | 198,677
|2010 |  |   | 262,592
|2011 |  |   | 251,035
|2012 |  |   | 251,035
|2013 |  |   | 251,035



|12. | INCOME TAXES
|--- | ------------

The Company accounts for
income taxes in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires recognition of deferred tax liabilities and assets for the future expected tax consequences of events
that have been included in the financial statements or tax returns. Under this method deferred tax liabilities and assets are determined based on the difference between the financial statement tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse. At March 31, 2009, the Company recorded a full valuation allowance against its net deferred tax assets and net operating loss carry-forwards given that it is more
likely than not that the deferred tax asset will not be realized.



19



---

##### Table of Contents

The Company adopted the provisions of Financial Interpretation Number 48 (FIN 48),
Accounting for Uncertainty in Income Taxes, an interpretation of SFAS 109 on January 1, 2007. The implementation of FIN 48 did not result in any adjustment of the Companys beginning tax positions. The impact of
the Companys reassessment of its tax positions in accordance with FIN 48 had no material impact on the results of operations, financial condition or liquidity for the three months ended March 31, 2009. As of December 31, 2008, the
Company had unrecognized United States federal and state net operating loss carryforwards of approximately $8.8 million and $13.4 million, respectively. Future changes in the unrecognized tax benefit, will have no impact on the effective tax rate
due to the existence of the valuation allowance.

The Company files its tax returns as prescribed by the tax laws of the jurisdiction in
which it operates. The Companys policy is to recognize interest and penalties in Other Expense.



|13. | COMMON STOCK AND WARRANTS
|--- | -------------------------

In May 2007, the
Company sold 1,748,252 shares of its common stock, $0.001 par value in a private placement (the Offering) at a price of $2.86 per share and warrants to purchase an aggregate of 874,126 shares of the Companys common stock, $0.001
par value, at an exercise price of $4.12 per share for a period of five years commencing six months from the date of issuance. The Offering resulted in aggregate gross proceeds to the Company of $5 million before deducting commissions, fees and
expenses.



|14. | SUBSEQUENT EVENT:
|--- | -----------------

On May 11, 2009 the
Company announced that it had entered into a non-binding letter of intent to sell certain assets of the Companys U.S. business and its wholly-owned subsidiary, Encorium Oy, to two separate groups.

On May 18, 2009, we announced an update with respect to the sale of the Companys U.S. business whereby the initial letter of intent had been
terminated and that the Company had entered into another letter of intent with Pierrel SpA, an international contract research organization listed on Milanos Stock Exchange.

Subject to the negotiation of a definitive agreement, pursuant to the letter of intent, Pierrel has the right to purchase the U.S. Line of Business for a
purchase price equal to a percentage of the Companys U.S. backlog calculated as of the closing or $1.35 million, whichever is greater, less the amount, if any, that assumed current liabilities, less assumed current assets exceeds $350
thousand. In addition to the purchase price payable at closing, Pierrel will pay Encorium a 10% commission on the value of any new contract, net of pass-through costs, executed after the closing date but prior to December 31, 2009, which constitute
part of the Companys pipeline at closing.

The closing of each transaction is subject to the completion of due diligence, execution of
definitive agreements, and the fulfillment of certain closing conditions, including, with respect to the sale of Encorium Oy, stockholder approval.



|15. | RISK FACTORS
|--- | ------------

BUSINESS RISKS

We may not be able to meet our cash requirements without implementing cost cutting initiatives, increasing revenues, and
maintaining current customer contracts; failure to do so will result in the need to raise additional capital or significantly reduce our operating costs, which may include the cessation of operations in certain countries or liquidation of the
Company.

Historically, our net cash used in operations has been substantial. Our net cash used in operations for the three months
ended March 31, 2009 was $3.0 million. Our cash and cash equivalents as of March 31, 2009 was $2.3 million. In the event the sale of the U.S. business and the sale of our wholly-owned subsidiary Encorium Oy are not consummated,
we anticipate that will meet our cash requirements at least into the first quarter of 2010, assuming we are able to fully implement our current costs cutting initiatives, we are able to win additional contracts during fiscal 2009 and we are able to
maintain our current customer contracts. In the event we are unable to do so, in order for the Company to continue as a going concern we will be required to obtain additional capital from external sources or significantly reduce our operating costs,
which may include the cessation of operations in some countries or liquidation of the Company.



20



---

##### Table of Contents

Our ability to obtain additional financing in the future will depend in part upon prevailing capital
market conditions, as well as conditions in our business and our operating results; and those factors may affect our efforts to arrange additional financing on terms that are satisfactory to us or at all. We have been working with an investment
banking firm to seek strategic alternatives, including outside investments. To date, our efforts to secure additional investments have not proven successful given the general economic and lending environment, coupled with the Companys current
financial position.

Given the current levels of the trading price of the Companys common stock, if the Company were to raise
additional capital by issuing equity securities, existing stockholders percentage ownership would be reduced and they would experience substantial dilution. If we were to raise additional funds by issuing debt securities, these debt securities
would have rights, preferences, and privileges senior to those of our common stock, and the terms of the debt securities issued could impose significant restrictions on our operations. If we are unable to obtain additional capital, we will scale
back our operations until such capital is obtained or seek stockholder approval to wind down operations and liquidate the company. It is unclear whether there would be funds available for distribution to our stockholders if we seek stockholder
approval to wind down operations. Any decision to liquidate the Company may occur at any point during or before the first quarter of 2010.

The perception that we may not be able to continue as a going concern may adversely affect our business.

Any
perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations and may adversely affect our ability to win new contracts and/or
raise additional capital.

Our backlog may not be indicative of future results.

Backlog is the amount of revenue that remains to be earned and recognized on written awards, signed contracts and letters of intent. We cannot be certain
that the backlog we have reported will be indicative of our future results. A number of factors may affect our backlog, including: the ability of clients to reduce or expand the size and duration of the projects (some are performed over several
years); the termination or delay of projects; and a change in the scope of work during the course of a project. In addition since our backlog is reported in U.S. Dollars, but the majority of our contracts are denominated in currencies other than the
U.S. Dollar, changes in the foreign currency exchange rates could reduce the amount of backlog reported.

Also, if clients delay
projects, the projects will remain in backlog, but will not generate revenue at the rate originally expected. Accordingly, historical indications of the relationship of backlog to revenues may not be indicative of future results and should not be
relied upon.

Our inability to forecast our revenue pipeline or convert revenue pipeline into contracts could increase fluctuations
in our revenue and financial results.

We use a pipeline system, a common industry practice, to forecast contract awards
and trends in our business. Our management team monitors the status of all potential contract awards, including the potential dollar amount of each contract transaction. We aggregate these estimates periodically to generate a pipeline and then
evaluate the pipeline to identify trends in our business. This pipeline analysis and related estimates of revenue may differ significantly from actual revenues in a particular reporting period. When customers delay contracts, reduce the amount of
their contract or cancel contracts altogether, it will reduce the rate of conversion of the pipeline into contracts and our revenues will be harmed. Our inability to respond to a variation in the pipeline or in the conversion of the pipeline into
contracts in a timely manner, or at all, could cause us to plan or budget inaccurately and thereby could adversely affect our results of operations and financial condition.



21



---

##### Table of Contents

Our operating results can be expected to fluctuate from period to period.

Fluctuating operating results are usually due to the level of new business awards in a particular period and the timing of the initiation, progress or
cancellation of significant projects. Even a short acceleration or delay in such projects could have a material effect on our results in a given reporting period. Varying periodic results could adversely affect the price of our common stock if
investors react to our reporting operating results which are less favorable than in a prior period or lower than those anticipated by investors or the financial community generally.

Our stock price may continue to experience fluctuations.

The market prices of securities of thinly-traded companies such as ours generally are highly volatile. For example, since January 1, 2008, the price of our common stock reached a high of $2.42 on February 1,
2008 and a low of $.17 on March 23, 2009.

In this market environment, the sale of a substantial number of shares of our common stock
in the public market or the perception that such a sale might occur would likely have a materially adverse effect on the market price of our common stock.

Any litigation brought against us as a result of this volatility could result in substantial costs and a diversion of our managements attention and resources, which could negatively impact our financial
condition, revenues, results of operations, and the price of our common stock.

If we raise additional capital by issuing equity securities
in a fluctuating market, many or all of our existing stockholders may experience substantial dilution, and if we need to raise capital by issuing equity securities at a time when our stock price is down, we may have difficulty raising sufficient
capital to meet our requirements.

We may incur additional impairment charges which may adversely affect our results of operations.

The Company follows the provisions of Statement of Financial Accounting Standards (SFAS) No. 141,
Business Combinations  and SFAS No. 142, Goodwill and Other Intangible Assets , applicable to business combinations. In accordance with these standards, goodwill acquired in connection with the acquisition
of Remedium was not amortized. Under SFAS No. 142, goodwill is subject to impairment testing annually or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Management determined that it
should perform its impairment testing of goodwill as of September 30, 2008 due to the continuing challenging business conditions and the resulting weakness in the Companys stock price as of the end of its third quarter. The fair value for
the reporting unit was estimated using the expected present value of future cash flows and market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. As a result,
the Company recorded an impairment charge of $1.86 million in the third quarter of 2008. The Company performed its annual impairment testing as of November 1, 2008. The fair value of the reporting unit was estimated using the expected present
value of future cash flows and market values of comparable



22



---

##### Table of Contents

companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. The sum of the fair value was reconciled
to the Companys current market capitalization. As a result of this reconciliation process the Company recorded an impairment charge related to goodwill of $12.5 million in the fourth quarter of 2008.

Impairment testing involves various estimates and assumptions, which could vary, and an analysis of relevant market data and market capitalization. If our
stock price continues to decline or if economic conditions continue to deteriorate, we may incur additional impairment charges which may adversely impact our results of operations and financial condition.

Failure to develop new business in our intensely competitive industry will cause our revenues to decline.

The market for clinical research services is highly competitive. We primarily compete against in-house departments of pharmaceutical, biotechnology and
medical device companies and other clinical research organizations. Competitors in our industry range from small, limited-service providers to full service, global clinical research organizations. Many of our competitors have an established global
presence, including Quintiles Transnational Corp., Covance, Inc., Parexel International Corporation, Pharmaceutical Product Development, Inc., Icon Clinical Research, and Kendle International, Inc. In addition, many of our competitors have
substantially greater financial and other resources than we do. Significant factors in determining whether we will be able to compete successfully include: our consultative and clinical trials design capabilities; our reputation for on-time quality
performance; our expertise and experience in specific therapeutic areas; the scope of our service offerings; our ability to recruit investigators and study subjects in a timely manner; our strength in various geographic markets; the price of our
services; our ability to acquire, process, analyze and report data in a time-saving and accurate manner; our global data services capabilities; our ability to manage large-scale clinical trials both domestically and internationally; and our size.

If our services are not competitive based on these or other factors and we are unable to develop an adequate level of new business, our
business, backlog position, financial condition and results of operations will be materially and adversely affected. In addition, we may compete for fewer clients arising out of consolidation within the pharmaceutical industry and the growing
tendency of drug companies to outsource to a smaller number of preferred clinical research organizations that have far greater resources and capabilities.

Our services may from time to time experience periods of increased price competition that could have a material adverse effect on our profitability and revenues. Additionally, the CRO industry is not highly
capital-intensive, and the financial costs of entry into the industry are relatively low. Therefore, as a general matter, the industry has few barriers to entry. Newer, smaller entities with specialty focuses, such as those aligned to a specific
disease or therapeutic area, may compete aggressively against us for clients.

We depend on a small number of industries and clients
for our business, and the loss of one of our significant clients could cause revenues to drop quickly and unexpectedly.

Historically, projects in the fields of cardiovascular, oncology, immunology, vaccines, medical devices as well as clinical staff outsourcing have represented 50-75% of our European project work, although the mix of projects is subject to
change from year to year. For the year ended December 31, 2008, net revenues from our three largest clients amounted to 29% of our net



23



---

##### Table of Contents

revenues, with the three largest clients representing 10%, 10% and 9% of our net revenues, respectively. None of our European clients represented more than
10% of our net revenues in 2008. For the year ended December 31, 2007, net revenues from our three largest clients amounted to 38% of our net revenues, with the three largest clients representing 15%, 12% and 11%, respectively.

We expect that a relatively small number of clients will continue to represent a significant percentage of our net revenue. The contracts with our clients
generally can be terminated on short notice. The loss of business from any significant client or our failure to continue to obtain new business would have a material and adverse effect on our business and revenues.

Loss of key personnel, or failure to attract and retain additional personnel, may cause the success and growth of our business to suffer.

Our future success depends on the personal efforts and abilities of the principal members of our senior management and scientific team to
provide strategic direction, develop business, provide service to our clients, manage our operations and finances, and maintain a cohesive and stable environment. The loss of their services might significantly delay or prevent the achievement of
business development and strategic objectives. As a provider of complex clinical trial support services, our success depends on our ability to retain key employees and to attract additional qualified employees. Competition for qualified personnel is
intense and we cannot assure you that we will be able to retain existing personnel or attract and retain additional highly qualified employees in the future. The loss of services of any of our key executives may have a material and adverse affect on
our business operations, results of operations and financial position.

Competition for our key executives and skilled personnel,
particularly those with a medical degree, a Ph.D. or equivalent degrees, is intense. We compete with clinical research organizations, pharmaceutical and biotechnology companies, and academic and research institutions that have far greater financial
resources to recruit skilled personnel. Our inability to attract and retain qualified executives and scientific staff could have a material and adverse affect on our business plan, results of operations and financial condition. There can be no
assurance that we will be able to continue to attract and retain qualified executives and scientific staff in the future.

We may
bear financial losses because our contracts may be delayed or terminated or reduced in scope for reasons beyond our control.

Our
contracts generally may be terminated or reduced in scope either immediately or upon notice. Clients may terminate or delay their contracts for a variety of reasons, including, but not limited to, the failure of products to satisfy safety
requirements, unexpected or undesired clinical results, merger or potential merger-related activities, the clients budget constraints, the clients decision to terminate the development of a particular product or to end a particular
study, insufficient patient enrollment in a study, insufficient investigator recruitment, manufacturing problems resulting in shortages of the product, or our failure to perform our obligations under the contract. For example, in January 2007 a
client cancelled a contract having $12.8 million in revenues remaining. This risk of loss or delay of contracts potentially has greater effect as we pursue larger outsourcing arrangements with global pharmaceutical companies.



24



---

##### Table of Contents

Also, over the past several years we have observed that clients may be more willing to delay, cancel or
reduce contracts more rapidly than in the past. In addition, companies may proceed with fewer clinical trials or conduct them without assistance of contract research organizations as a result of changing priorities or other internal considerations.
These factors may cause such companies to cancel contracts with CROs, such as Encorium. The loss, reduction in scope or delay of a significant contract or the loss or delay of multiple contracts could materially and adversely affect our business,
results of operations and financial condition.

The fixed price nature of our contracts could have a negative impact on our operating
results.

A significant portion of our contracts are at fixed prices. As a result, we bear the risk of cost overruns. If we fail to
adequately price our contracts, fail to effectively estimate the cost to complete fixed price contracts, or if we experience significant cost overruns, our business, results of operations and financial condition could be materially and adversely
affected. In addition, contacts with our clients are subject to change orders, which occur when the scope of work performed by us needs to be modified from what was originally contemplated by our contract with the client. This can occur, for
example, when there is a change in a key study assumption or parameter or a significant change in timing. Under U.S. generally accepted accounting principles, we cannot recognize additional revenue anticipated from change orders until appropriate
documentation is received by us from the client authorizing the change made. However, if we incur additional expense in anticipation of receipt of that documentation, we must recognize the expense as incurred. Further, we may not be successful
convincing our clients to approve change orders which change the scope of current contracts. Such under-pricing or significant cost overruns could have a material adverse effect on our business, results of operations, financial condition or cash
flows.

Changes in outsourcing trends in the pharmaceutical and biotechnology industries could materially and adversely affect our
operating results and growth rate.

Industry trends and economic factors that affect our clients in the pharmaceutical,
biotechnology and medical device industries also affect our business. Our revenues depend greatly on the expenditures made by the pharmaceutical, biotechnology and medical device industries in research and development. The practice of many companies
in these industries has been to hire outside organizations like us to conduct clinical research projects. This practice has grown significantly in the last decade, and we have benefited from this trend. However, if this trend were to change and
companies in these industries were to reduce the number of research and development projects they outsource, our business could be materially and adversely affected. For example, over the past several years, mergers and other factors in the
pharmaceutical industry appear to have slowed decision-making by pharmaceutical companies and delayed drug development projects. The continuation of or increase of these trends could have a negative affect on our business.

Additionally, numerous governments and managed care organizations have undertaken efforts to control growing healthcare costs through legislation,
regulation and voluntary agreements with medical care providers and pharmaceutical companies. If future regulatory cost containment efforts limit the profits that can be derived on new drugs, our clients might reduce their research and development
spending, which could reduce our business.



25



---

##### Table of Contents

Failure to comply with existing regulations could harm our reputation and our operating results.

Any failure on our part to comply with applicable regulations could result in the termination of on-going clinical research or the
disqualification of data for submission to regulatory authorities. For example, if we were to fail to verify that patient participants were fully informed and had fully consented to a particular clinical trial, the data collected from that trial
could be disqualified. If this were to happen, we could be contractually required to repeat the trial at no further cost to our client, but at a substantial cost to us. The issuance of a notice from the FDA based upon a finding of a material
violation by us of GCP requirements could result in contractual liability to our clients and/or the termination of ongoing studies which could materially and adversely affect our results of operations. Similar notices could be issued from the
regulatory authorities in other countries where we conduct clinical studies. Furthermore, our reputation and prospects for future work could be materially and adversely diminished.

If we are unable to successfully develop and market new services in the United States, Europe and internationally, our results could be
materially and adversely affected.

An element of our growth strategy is the successful development and marketing of new services
that complement or expand our existing business. If we are unable to develop new services and create demand for those newly developed services, we may not be able to implement this element of our growth strategy, and our future business, results of
operations and financial condition could be materially and adversely affected. For example, Remedium has invested in the creation and administrative set-up of international subsidiaries which have sustained operating losses to date. We may need to
make additional investments in these subsidiaries in the future and there is no assurance that additional investments will enable us to achieve our objectives. In addition, we are considering expanding our international operations by other means,
such as commencing business partnerships or clinical studies in countries where we do not have subsidiaries. The profitability of our international subsidiaries and operations depends, in part, on client acceptance and use of our services. There can
be no assurance that our international subsidiaries or operations will be profitable in the future or that any revenue resulting from them will be sufficient to recover the investment in them. If our international operations or subsidiaries do not
develop as anticipated, our business, results of operations and financial condition may be materially and adversely affected.

Changes in governmental regulation could reduce the need for the services we provide, which would negatively affect our future business opportunities.

In recent years the United States Congress, state legislatures and foreign governments have considered various types of health care reform in order to
control growing health care costs. The United States Congress, state legislatures and foreign governments may again address health care reform in the future. We are unable to predict what legislative proposals will be adopted in the future, if any.

Implementation of health care reform legislation that results in additional costs to develop new drugs could limit the profits that can be
made by our clients from the development of new products. This could adversely affect our clients research and development expenditures, which could in turn decrease the business opportunities available to us both in the United States and
elsewhere. In addition, new laws or regulations may create a risk of liability, increase our costs or limit our service offerings. We cannot predict the likelihood of any of these events.



26



---

##### Table of Contents

Governmental agencies throughout the world, but particularly in the U.S., strictly regulate the drug
development and approval process. Our business involves helping pharmaceutical, biotechnology and medical device companies navigate the regulatory drug approval process. Any changes in drug approval regulatory requirements such as the introduction
of simplified drug approval procedures or an increase in regulatory requirements that we have difficulty satisfying, could eliminate or substantially reduce the need for our services. These and other changes in regulation could have an impact on the
business opportunities available to us. As a result, our business, results of operations and financial condition may be materially and adversely affected.

Proposed and future laws and regulations, including laws and regulations relating to the confidentiality of patient information, might increase the cost of our business, increase our risks of liability or limit
our service offerings.

Various governments might adopt healthcare legislation or regulations that are more burdensome than existing
regulations. These changes could increase our expenses or limit our ability to offer some of our products or services. For example, the confidentiality of patient specific information and the circumstances under which it may be released for
inclusion in our databases or used in other aspects of our business are subject to substantial government regulation. Additional legislation governing the possession, use and dissemination of medical record information and other personal health
information has been proposed at both the state and national levels and is likely to be proposed in other countries. Proposed federal regulations governing patient specific health information might require us to implement new security measures that
require substantial expenditures or limit our ability to offer some of our products and services. These regulations might also increase our costs by creating new privacy requirements and mandating additional privacy procedures for our business,
thereby materially and adversely affecting our business, results of operations and financial condition.

Adverse changes in general
economic or political conditions in any of the major countries in which we do business could adversely affect our business, operating results and financial position.

Recently, general worldwide economic conditions have experienced a downturn due to slower economic activity, concerns about inflation and deflation,
increased energy costs, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, the ongoing effects of the war in Iraq, recent international conflicts and terrorist and military activity, and the
impact of natural disasters and public health emergencies. If economic growth in the United States and other countries economies is slowed, many customers may delay or reduce spending on our services, which would harm our business,
results of operations and financial condition.

Our operations may be interrupted by the occurrence of a natural disaster or other
catastrophic event.

We depend upon our clients, study sites and our facilities, as well as the ability to readily travel among
these, for the continued operation of our business. We also depend upon the continuous, effective, reliable and secure operation of our computer hardware, software, networks, telecommunications networks, internet servers and related infrastructure.
However, catastrophic events, including terrorist attacks, could still disrupt our operations, those of our clients or study sites, or our ability to travel among these locations, which would also affect us. Although we carry business interruption
insurance, we might suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies. Any natural disaster or catastrophic event affecting our facilities could have a material and adverse affect on
our business and results of operations.



27



---

##### Table of Contents

Our success depends on our ability to keep pace with rapid technological changes that could make
our products and services less competitive or obsolete.

The clinical research aspects of the pharmaceutical, biotechnology and
medical device industries are subject to increasingly rapid technological changes. Our competitors or others might develop technologies, products or services that are more effective or commercially attractive than our current or future technologies,
products or services, or render our technologies, products or services less competitive or obsolete. For example, if our proprietary technology systems were to become less competitive or obsolete, our ability to develop new business and our
operating results would be adversely affected. If competitors introduce superior technologies, products or services and we cannot make enhancements to our technologies, products and services necessary for us to remain competitive, our competitive
position, and in turn our business, results of operations and financial condition, would be materially and adversely affected.

We
may have exposure to substantial personal injury claims and may not have adequate insurance to cover such claims.

Our business
primarily involves the testing of experimental drugs and biologics or other regulated products on consenting human volunteers pursuant to a study protocol. These tests create a risk of liability for personal injury to or death of volunteers
resulting from negative reactions to the drugs administered or from improper care provided by third-party investigators, particularly to volunteers with life-threatening illnesses. In connection with many clinical trials, we contract with physicians
to serve as investigators in conducting clinical trials to test new drugs on human volunteers. We do not believe that we are legally accountable for the medical care rendered by third party investigators, and we seek to limit our liability with our
clients, third party investigators and others. Although our contracts with clients generally include indemnity provisions and we have loss insurance, our financial condition and results of operations could be materially and adversely affected if we
had to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnity or insurance coverage. Additionally, our financial condition could be materially and adversely affected if our liability exceeds the
amount of our insurance.

Contractual indemnification provisions generally do not protect us against liability arising from certain of our
own actions, such as negligence. Our financial condition and results of operations could be materially and adversely affected if we were required to pay damages or bear the cost of defending any claim which is not covered by a contractual
indemnification provision, in the event that a party who must indemnify us does not fulfill its indemnification obligations, or if the amount we are required to pay is beyond the level of our insurance coverage. In addition, we may not be able to
continue to maintain adequate insurance coverage on terms acceptable to us.

If we are unable to attract suitable willing volunteers
for the clinical trials of our clients, our results could be materially and adversely affected.

One of the factors on which we
compete is the ability to recruit independent investigators who can identify volunteers for the clinical studies we manage on behalf of our clients. These clinical trials rely upon the ready accessibility and willing participation of volunteer
subjects. These subjects generally include volunteers from the communities in which the studies



28



---

##### Table of Contents

are conducted, which to date have provided an adequate pool of potential subjects for research studies. Many of our contracts include payments for achieving
specific targets directly tied to the recruitment of study subjects. The trials we manage and our operating results could be materially and adversely affected if we are unable to attract suitable and willing volunteers on a consistent basis.

If we are unable to safeguard our networks and clients data, our clients may not use our services and our business may be
harmed.

Our networks may be vulnerable to unauthorized access, computer hacking, computer viruses and other security problems. An
individual who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in our operations. We may be required to expend significant resources to protect against the threat of security breaches
or to alleviate problems caused by any breaches. Security measures that we adopt from time to time may be inadequate.

We may have
difficulty obtaining director and officer liability insurance in acceptable amounts for acceptable rates.

We cannot assure that we
will be able to obtain in the future sufficient director and officer liability insurance coverage at acceptable rates and with acceptable deductibles and other limitations. Failure to obtain such insurance could materially harm our financial
condition in the event that we are required to defend against and resolve any future securities class actions or other claims made against us or our management. Further, the inability to obtain such insurance in adequate amounts may impair our
future ability to retain and recruit qualified officers and directors.

We do not intend to pay dividends.

We have never paid any cash dividends on our common stock and do not expect to declare or pay any cash or other dividends in the foreseeable future.

We currently fail to meet two of NASDAQs listing requirements and if our common stock is delisted it could negatively impact
the price of our common stock, our ability to access the capital markets and the liquidity of our common stock.

Our common stock
began trading on the NASDAQ Capital Market in December 1997. There are several requirements for continued listing on the NASDAQ Capital Market including, but not limited to, a minimum stock price of $1.00 per share and either (i) $2.5 million
or more in stockholders equity, (ii) market capitalization of $35 million or more, or (iii) net income in the last fiscal year, or two of the last three fiscal years, of $500,000 or more.

For the last 30 consecutive business days the bid price of our common stock has closed below the minimum $1.00 per share required for continued inclusion
on the NASDAQ Capital Market, and consequently we are not in compliance with the requirements for continued listing of our common stock. However, given the current extraordinary market conditions, NASDAQ has suspended enforcement of the bid price
and market value of publicly held shares requirements through July 19, 2009. As a result, if the Companys closing bid price of the Companys common stock is less than $1.00 for a period of thirty consecutive days after July 19,
2009, we may receive notification from NASDAQ that our common stock will be delisted from the NASDAQ Capital Market unless the stock closes at or above $1.00 per share for at least ten consecutive days during the 180-day period following such
notification.



29



---

##### Table of Contents

In addition, on September 25, 2008, the Company received a notification from NASDAQ stating that the
Company failed to comply with NASDAQs independent audit committee requirements as set forth in Marketplace Rule 4350. The Company has until the earlier of the Companys next annual shareholders meeting or September 5, 2009 to
regain compliance. If we fail to comply and cannot remedy our noncompliance during any applicable notice or grace periods, our common stock could be delisted from the Nasdaq Capital Market.

If delisted from the NASDAQ Capital Market, our common stock will likely be quoted in the over-the-counter market in the so-called pink sheets
or quoted in the OTC Bulletin Board. In addition, our common stock would be subject to the rules promulgated under the Securities Exchange Act of 1934 relating to penny stocks. These rules require brokers who sell securities that are
subject to the rules, and who sell to persons other than established customers and institutional accredited investors, to complete required documentation, make suitability inquiries of investors and provide investors with information concerning the
risks of trading in the security. These requirements would make it more difficult to buy or sell our common stock in the open market. In addition, the delisting of our common stock could materially adversely affect our ability to raise capital on
terms acceptable to us or at all. Delisting from the NASDAQ Capital Market could also have other negative results, including the potential loss of confidence by clients and employees, the loss of institutional investor interest and fewer business
development opportunities.

Failure to comply with Section 404 of the Sarbanes-Oxley Act could negatively impact the market
price of our stock Failure to maintain effective internal controls in accordance price.

If, in the future, we fail to maintain the
adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an effective internal control environment could negatively impact the market price of our common stock.

If branded pharmaceutical, biotechnology, generic drug or medical device companies reduce their expenditures, our future revenue and profitability
may be reduced.

Our business and continued expansion depend on the research and development expenditures of our clients which, in
turn, are impacted by their profitability. If these companies want to reduce costs, they may proceed with fewer clinical trials and other drug development. An economic downturn or other factors may cause our clients to decrease their research and
development expenditures which could adversely affect our revenues and profitability.

Actions or inspections by regulatory
authorities may cause clients not to award future contracts to us or to cancel existing contracts, which may have a material and adverse effect on our results of operations.

We may be subject to continuing inspections of our facilities and documentation in connection with studies we have conducted in support of marketing
applications, or routine inspections of our facilities that have yet to be inspected by regulatory authorities. Regulatory authorities can have significant authority over the conduct of clinical trials, and they have the power



30



---

##### Table of Contents

to take regulatory and legal action in response to violations of clinical standards, subject protection and regulatory requirements in the form of civil and
criminal fines, injunctions and other measures. If, for example, the FDA obtains an injunction, such action could result in significant obstacles to future operations. Additionally, there is a risk that actions by regulatory authorities, if they
result in significant inspectional observations or other measures, could cause clients not to award us future contracts or to cancel existing contracts. Depending upon the amount of revenue lost, the results could have a material and adverse affect
on our results of operations.

We might lose business opportunities as a result of healthcare reform.

Numerous governments have undertaken efforts to control healthcare costs through legislation, regulation and voluntary agreements with healthcare
providers and drug companies. Healthcare reform could reduce the demand for our services and, as a result, our revenue. In the last several years, the U.S. Congress has reviewed several comprehensive healthcare reform proposals. The proposals are
intended to expand healthcare coverage for the uninsured and reduce the growth of total healthcare expenditures. Congress has also considered and may adopt legislation which could have the effect of putting downward pressure on the prices that
pharmaceutical and biotechnology companies can charge for prescription drugs. Any such legislation could cause our customers to spend less on research and development. If this were to occur, we could have fewer clinical trials for our business,
which could reduce our earnings. Similarly, pending healthcare reform proposals outside the U.S. could negatively impact revenues from foreign operations.

Our business is subject to international economic, political and other risks that could negatively affect our results of operations or financial position.

A significant portion of our revenues are derived from countries outside the U.S. and we anticipate that revenues from foreign operations will grow.
Accordingly, our business is subject to risks associated with doing business internationally, including:



| |  |  | less stable political and economic environments and changes in a specific countrys or regions political or economic conditions,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | potential negative consequences from changes in tax laws affecting our ability to repatriate profits,
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | unfavorable labor regulations,
| | - |  | ------------------------------



| |  |  | greater difficulties in managing and staffing foreign operations,
| | - |  | -----------------------------------------------------------------



| |  |  | the need to ensure compliance with the numerous regulatory and legal requirements applicable to our business in each of these jurisdictions, and to maintain an
effective compliance program to ensure compliance,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in trade policies, regulatory requirements and other barriers,
| | - |  | ----------------------------------------------------------------------



| |  |  | civil unrest or other catastrophic events, and
| | - |  | ----------------------------------------------



| |  |  | longer payment cycles of foreign customers and difficulty collecting receivables in foreign jurisdictions.
| | - |  | ----------------------------------------------------------------------------------------------------------

These factors are beyond our control. The realization of any of these or other risks associated with operating in foreign countries could have a material
adverse effect on our business, results of operations or financial condition.



31



---

##### Table of Contents

Our substantial non-U.S. operations expose us to currency risks.

We operate in many countries and are subject to exchange rate gains and losses for multiple currencies. We may also be subject to foreign currency
transaction risk when our service contracts are denominated in a currency other than the currency in which we incur expenses or earn fees related to such contracts. Changes in the exchange rate foreign currencies and the U.S. dollar could materially
affect the translation of our subsidiaries financial results into U.S. dollars for purposes of reporting our consolidated financial results.

RISKS RELATED TO THE SALE OF THE COMPANYS U.S. BUSINESS AND ENCORIUM OY

We may not be able to complete the sale
of the Companys assets of the U.S. business and Encorium Oy

Although we have entered into non-binding term sheets with
purchasers for the assets of the U.S. business and Encorium Oy, we have not yet entered into definitive agreements with respect to such transactions. No assurances can be given that we will successfully conclude the sale of the U.S. business or
Encorium Oy in a timely fashion or at all for a number of reasons, including, but not limited to (i) the failure of the purchasers to satisfactorily complete due diligence; (ii) our failure to obtain a fairness opinion relating to the sale
price of Encorium Oy; (iii) our inability to negotiate definitive agreements; and (vi) with respect to the sale of Encorium Oy, our inability to obtain the required stockholder approval. If the transactions are not completed, it may have a
negative effect on our stock trading price.

We will incur significant expenses related to the proposed sale of the assets of the
U.S. business and Encorium Oy.

The proposed sale of the assets of the U.S. Business and Encorium Oy will result in significant
costs to Encorium. We expect these costs to consist primarily of fees for investment bankers, attorneys, accountants, filing fees, and financial printing. Our current estimates of these costs are preliminary and are subject to change. Accordingly,
the aggregate amount of these costs may be greater than currently anticipated. The substantial majority of the costs will be incurred whether or not the proposed transactions are consummated.

We could lose clients as a result of uncertainty regarding the proposed sale of the U.S. assets and Encorium Oy

Uncertainty regarding the acquisition of the proposed sale of the assets of the U.S. business and Encorium Oy, as well as fear of diversion of management
and employees attention during the transaction and integration period, could lead some clients to select other vendors. The loss of business from significant clients could have a negative effect on our business and thus our ability to consummate the
transactions.



32



---

##### Table of Contents

The proposed sale of the Companys assets of the U.S. Business and Encorium Oy may not result
in a premium to the current stock price.

The definitive terms of the transaction for the sale of the assets of the U.S. Business
and Encorium Oy have not been negotiated. Any distribution to stockholders as a result of such sale may not be at a premium to the current market price of the common stock.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

In this discussion, the terms Company, we, us and our refer to Encorium Group, Inc. and our consolidated subsidiaries,
except where it is made clear otherwise.

Forward Looking Statements

When used in this Report on Form 10-Q and in other public statements, both oral and written, by the Company and Company officers, the words estimate, project, expect,
intend, believe, anticipate and similar expressions are intended to identify forward-looking statements regarding events and trends that may affect our future operating results and financial position. Such
statements are subject to risks and uncertainties that could cause our actual results and financial position to differ materially. Such factors include, among others: (i) the risk that we may not have sufficient funds to operate our business;
(ii) our success in attracting new business and retaining existing clients and projects; (iii) the size, duration and timing of clinical trials we are currently managing may change unexpectedly; (iv) the termination, delay or
cancellation of clinical trials we are currently managing could cause revenues and cash-on-hand to decline unexpectedly; (v) the timing difference between our receipt of contract milestone or scheduled payments and our incurring costs to manage
these trials; (vi) outsourcing trends in the pharmaceutical, biotechnology and medical device industries; (vii) the ability to maintain profit margins in a competitive marketplace; (viii) our ability to attract and retain qualified
personnel; (ix) the sensitivity of our business to general economic conditions; (x) other economic, competitive, governmental and technological factors affecting our operations, markets, products, services and prices; (xi) announced
awards received from existing and potential customers are not definitive until fully negotiated contracts are executed by the parties; (xii) our backlog may not be indicative of future results and may not generate the revenues expected;
(xiii) our ability to successfully integrate the business of Remedium Oy, which we acquired on November 1, 2006; (xiv) the performance of the combined businesses to operate successfully and generate growth; and (xv) uncertainties
regarding the availability of additional capital and continued listing of our common stock on Nasdaq. You should not place undue reliance on any forward-looking statement. We undertake no obligation to publicly release the result of any revision of
these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events. Please refer to the section entitled Risk Factors beginning on page 46 in this
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 for a more complete discussion of factors which could cause our actual results and financial position to change.

Overview

We are a clinical research organization that engages in the design and management of complex clinical
trials for the pharmaceutical, biotechnology and medical device industries. Our mission is to provide our clients with high quality, full-service support for their clinical trials. We offer therapeutic expertise, experienced team management and
advanced technologies. Our headquarters is in Wayne, Pennsylvania and our international operations are based in Espoo, Finland.



33



---

##### Table of Contents

The following discussion should be read in conjunction with the Companys consolidated financial statements and
notes thereto.

On May 11, 2009, we announced that we had entered into non-binding letters of intent to sell certain assets of the Companys U.S.
business and its wholly-owned subsidiary, Encorium Oy, to two separate groups.

On May 18, 2009, we announced an update with respect to the sale of
the Companys U.S. business whereby the initial letter of intent had been terminated and that the Company had entered into another letter of intent with Pierrel SpA, an international contract research organization listed on Milanos Stock
Exchange.

Subject to the negotiation of a definitive agreement, pursuant to the letter of intent, Pierrel has the right to purchase the U.S. Line of
Business for a purchase price equal to a percentage of the Companys U.S. backlog calculated as of the closing or $1.35 million, whichever is greater, less the amount, if any, that assumed current liabilities, less assumed current assets
exceeds $350 thousand. In addition to the purchase price payable at closing, Pierrel will pay Encorium a 10% commission on the value of any new contract, net of pass-through costs, executed after the closing date but prior to December 31, 2009,
which constitute part of the Companys pipeline at closing.

The closing of each transaction is subject to the completion of due diligence, execution
of definitive agreements, and the fulfillment of certain closing conditions, including, with respect to the sale of Encorium Oy, stockholder approval.

Historically our net cash used in operations has been substantial. Our net cash used in operations for the three months ended March 31, 2009 was $3.0 million. Our cash and cash equivalents as of March 31, 2009 was $2.3 million. In the
event we do not consummate the sales described above, we anticipate that will meet our cash requirements at least into the first quarter of 2010, assuming we are able to fully implement our current costs cutting initiatives, we are able to win
additional contracts during fiscal 2009 and we are able to maintain our current customer contracts. In the event we are unable to do so, we will be required to obtain additional capital from external sources or significantly reduce our operating
costs, which may include the cessation of operations in some countries or liquidation of the Company.

Net revenue is derived principally from the design,
management and monitoring of clinical research studies. Clinical research service contracts generally have terms ranging from several months to several years. A portion of the contract fee is generally payable upon execution of the contract, with
the balance payable in installments over the life of the contract. Several of our older contracts contain payment schedules that are weighted towards the later stages of the contract. A significant portion of our net revenue is recognized from fixed
price contracts on a proportional performance basis. To measure the performance, we compare actual direct costs incurred to estimated total contract direct costs, which we believe is the best indicator of the performance of the contract obligations
as the costs relate to the labor hours incurred to perform the service.

Contracts generally may be terminated by clients immediately or with short notice.
Clinical trials may be terminated or delayed for several reasons including, among others, unexpected results or adverse patient reactions to the drug, inadequate patient enrollment or investigator recruitment, manufacturing problems resulting in
shortages of the drug, budget constraints of clients or decisions by the client to de-emphasize or terminate a particular trial, development efforts on a particular drug or our failure to properly perform our obligations. Depending on the size of
the trial in question, a clients decision to terminate or delay a trial in which we participate could have a material and adverse effect on our backlog, future revenue and results from operations.

General

The information set forth and discussed below for the three
months ended March 31, 2009 and 2008 is derived from the Consolidated Condensed Financial Statements included elsewhere herein. The financial information set forth and discussed below is unaudited but, in the opinion of management, reflects all
adjustments (primarily consisting of normal recurring adjustments) necessary for a fair presentation of such information. The results of our operations for a particular quarter may not be indicative of results expected during the other quarters or
for the entire year.

Our quarterly results can fluctuate as a result of a number of factors, including our success in attracting new business, the size
and duration of clinical trials, the timing of client decisions to conduct new clinical trials or to cancel or delay ongoing trials, changes in cost estimates to complete ongoing trials, and other factors, many of which are beyond our control.



34



---

##### Table of Contents

Net revenue is derived principally from the design, management and monitoring of clinical research studies. Clinical
research service contracts generally have terms ranging from several months to several years. A portion of the contract fee is generally payable upon execution of the contract, with the balance payable in installments over the life of the contract.
A significant portion of our net revenue is recognized from fixed-price contracts on a proportional performance basis. To measure the performance, we compare actual direct costs incurred to estimated total contract direct costs, which we believe is
the best indicator of the performance of the contract obligations as the costs relate to the labor hours incurred to perform the service. Total direct costs are incurred for each contract and compared to estimated total direct costs for each
contract to determine the percentage of the contract that is completed. This percentage is multiplied by the estimated total contract value to determine the amount of net revenue recognized.

Contracts generally may be terminated by clients immediately or with short notice. Clinical trials may be terminated or delayed for several reasons, including, among
others, unexpected results or adverse patient reactions to the drug, inadequate patient enrollment or investigator recruitment, manufacturing problems resulting in shortages of the drug or decisions by the client to de-emphasize or terminate a
particular trial or development efforts on a particular drug. Depending on the size of the trial in question, a clients decision to terminate or delay a trial in which we participate could have a material and adverse effect on our backlog,
future revenue and results from operations.

Our backlog was approximately $31.2 million as of March 31, 2009 as compared to $40.0 million as of
March 31, 2008. Our backlog consists of anticipated net revenue from signed contracts and letters of intent that either have not started but are anticipated to begin in the near future or are in process and have not yet been completed. Many of
our studies and projects are performed over an extended period of time, which may be several years. Amounts included in backlog have not yet been recognized as net revenue in our Consolidated Statements of Operations. Once contracted work begins,
net revenue is recognized over the life of the contract on a proportional performance basis. The recognition of net revenue and contract terminations, if any, reduces our backlog while the awarding of new business increases our backlog. For the
three months ended March 31, 2009 we obtained approximately $3.5 million of new business awards as compared to approximately $6.3 million for the three months ended March 31, 2008.

We believe that our backlog as of any date may not necessarily be a meaningful predictor of future results because backlog can be affected by a number of factors
including the size and duration of contracts, many of which are performed over several years. Additionally, contracts relating to our clinical trial business may be subject to early termination by the client or delay for many reasons, as described
above. Also, the scope of a contract can change during the course of a study. For these reasons, we might not be able to fully realize our entire backlog as net revenue.

The following table sets forth amounts for certain items in our consolidated statements of operations expressed as a percentage of net revenue. The following table excludes revenue and costs related to reimbursable
out-of-pocket expenses because they are not generated by the services we provide, do not yield any gross profit to us, and do not have any impact on our net income. We believe this information is useful to our investors because it presents the net
revenue and expenses that are directly attributable to the services we provide to our clients and provides a more accurate picture of our operating results and margins.



35



---

##### Table of Contents

Percentage of net revenue, excluding reimbursable out-of-pocket expenses:



|                                    |  |                             |    |  |       |   
|----------------------------------- |  | --------------------------- | -- |  | ----- | --
|                                    |  | Three Months EndedMarch 31, |   
|                                    |  | 2009                        |    |  | 2008  |   
|Net revenue                         |  | 100.0                       | %  |  | 100.0 | % 
|Operating expenses                  |  |                             |    |  |       |   
|Direct                              |  | 62.2                        | %  |  | 74.0  | % 
|Selling, general and administrative |  | 38.0                        | %  |  | 46.4  | % 
|Depreciation                        |  | 2.7                         | %  |  | 8.6   | % 
|Loss from operations                |  | (2.9                        | )% |  | (29.0 | )%
|Net loss                            |  | (2.8                        | )% |  | (26.8 | )%

Contractual Obligations and Commitments

We did not enter into any capital lease obligations during the three months ended March 31, 2009 and 2008. We are committed under a number of non-cancelable operating leases, primarily related to office space and
other office equipment.

In June 2008, the Company decreased by approximately 10,774 to 23,252 the amount of square feet under the lease agreement for its
corporate office located in Wayne, Pennsylvania. The term of the lease was also extended to December 31, 2014 from November 30, 2009 and the monthly lease payments were reduced from approximately $79 thousand to approximately $53 thousand.
Under the terms of the agreement, the Company was required to establish an irrevocable letter of credit in the amount $170,000 as a security deposit. The amount of the letter of credit is reduced by approximately $28,333 each year beginning on
June 1, 2009 until reduced to $0 on December 31, 2014. The letter of credit was obtained in June 2008 and is included in Other Assets.

Below is a summary of our future payment commitments by year under contractual obligations. Actual amounts paid under these agreements could be higher or lower than the amounts shown below as a result of changes in volume and other
variables:



|                                 |  |      |           |      |   |           |  |            |           |       |   |           |  |   |           
|-------------------------------- |  | ---- | --------- | ---- | - | --------- |  | ---------- | --------- | ----- | - | --------- |  | - | ----------
|                                 |  | 2009 |           | 2010 |   | 2011      |  | Thereafter |           | Total
|Obligations under capital leases |  | $    | 67,665    |      | $ | 90,220    |  | $          | 90,220    |       | $ | 26,838    |  | $ | 274,943   
|Operating leases                 |  |      | 1,823,991 |      |   | 1,849,180 |  |            | 1,520,295 |       |   | 3,229,814 |  | $ | 8,423,280 
|Employment agreements            |  |      | 603,667   |      |   | 443,250   |  |            | 237,000   |       |   |          |  | $ | 1,283,917 
|Service agreements               |  |      | 469,404   |      |   |          |  |            |          |       |   |          |  | $ | 469,404   
|                                 |  |      |           |      |   |           |  |            |           |       |   |           |  |   |           
|Total                            |  | $    | 2,964,727 |      | $ | 2,382,650 |  | $          | 1,847,515 |       | $ | 3,256,652 |  | $ | 10,451,544
|                                 |  |      |           |      |   |           |  |            |           |       |   |           |  |   |           

In 2009, we anticipate capital expenditures of approximately $100,000$200,000 for leasehold improvements,
software applications, workstations, personal computer equipment and related assets. With the exception of the aforementioned change in the lease agreement of our corporate offices located in Wayne, Pennsylvania, there have been no material changes
to the above data since December 31, 2008.



36



---

##### Table of Contents

Critical Accounting Policies and Estimates

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto.

Our
consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make certain estimates, judgments
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. On an ongoing basis, management evaluates its
judgments and estimates. Management bases its judgments and estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different
assumptions or conditions. Management considers the following policies to be most critical in understanding the more complex judgments that are involved in preparing our consolidated financial statements and the uncertainties that could affect our
results of operations and financial condition.

Revenue Recognition

A significant portion of our net revenue is recognized from fixed price contracts on a proportional performance method based on assumptions regarding the estimated completion of the project. This method is used
because management considers total costs incurred to be the best available measure of progress on these contracts.

Each month costs are accumulated on
each project and compared to total estimated cost to complete to determine the degree of completion for that particular project. This determines the percentage of completion for the project. This percentage of completion is multiplied by the
contract value to determine the amount of revenue to be recognized. As the work progresses, original estimates may be adjusted due to revisions in the scope of work or other factors and a contract modification may be negotiated with the customer to
cover additional costs. Our accounting policy for recognizing revenue for changes in scope is to recognize revenue when the Company has reached agreement with the client, the services pursuant to the change in scope have been performed, the price
has been set forth in the change of scope document and collectability is reasonably assured based on our course of dealings with the client. We bear the risk of cost overruns on work performed absent a signed contract modification. Because of the
inherent uncertainties in estimating costs, it is reasonably possible that the cost estimates used will change in the near term and may have a material adverse impact on our financial performance.

In the past, we have had to commit unanticipated resources to complete projects resulting in lower gross margins on those projects. These unanticipated additional costs
occurred on several long term contracts which we completed or substantially completed during 2004. These contracts spanned a period of three to six years. We may experience similar situations in the future although our current contracts in process
are of a shorter duration and subject to less cost volatility. Should our estimated costs on fixed price contracts prove to be low in comparison to actual costs, future margins could be reduced, absent our ability to negotiate a contract
modification.

There are no standard billing and payment provisions which are present in each contract. Each contract has separate and distinct billing and
payment terms which are the result of negotiation between us and the client. Billings and the related payment terms from fixed price contracts are generally determined by provisions in the contract that may include certain payment schedules and the
submission of required billing detail. The payment schedule in the contract reflects the value of services to be performed by us at the initiation of the contract. The payment schedule may include the value of certain interim service components as
well as periodic payments which are reasonably assured at the start of the contract and which we expect to receive during the duration of the contract. Accordingly, cash receipts, including the receipt of up front payments, periodic payments and
payments related to the achievement



37



---

##### Table of Contents

of certain billing mechanisms, do not necessarily correspond to cost incurred and revenue recognized on contracts. A contracts payment structure
typically requires an upfront payment of 10% to 20% of the contract value at or shortly after the initiation of the contract, a series of periodic payments over the life of the contract and payments based upon the achievement of certain billing
mechanisms. The upfront payments are deferred and recognized as revenues and services are performed under the proportional performance method. Periodic payments, including payments related to the achievement of certain billing mechanisms in the
contract, are invoiced pursuant to the terms of the contract once the agreed upon services criteria have been achieved. Payments based upon interim billing mechanisms are included in the value of the contract because we expect to receive them during
the term of the contract. All payments received pursuant to the contract are recognized in accordance with the proportional performance method. In a comprehensive full service drug development program, the client would not generally purchase certain
service components separately but as an integrated, full service arrangement in connection with the development of the drug.

Clients generally may
terminate a contract on short notice which might cause unplanned periods of excess capacity and reduced revenues and earnings. Client initiated delays or cancellations for ongoing clinical trials can come suddenly and may not be foreseeable. To
offset the effects of early termination of significant contracts, we attempt to negotiate the payment of an early termination fee as part of the original contract. Generally, we have not been successful in negotiating such fees. Our contracts
typically require payment to us of expenses incurred to wind down a study and fees earned to date. Therefore, revenue recognized prior to cancellation does not require a significant adjustment upon cancellation. If we determine that a loss will
result from the performance of a fixed price contract, the entire amount of the estimated loss is charged against income in the period in which such determination is made.

Our accounting policy for recognizing revenue for terminated projects requires us to perform a reconciliation of study activities versus the activities set forth in the contract. We negotiate with the client, pursuant
to the terms of the existing contract, regarding the wind up of existing study activities in order to clarify which services the client wants us to perform. Once we and the client agree on the reconciliation of study activities and the agreed upon
services have been performed by us, we would record the additional revenue provided collectability is reasonably assured.

Our operations have experienced,
and may continue to experience, period-to-period fluctuations in net service revenue and results from operations. Because we generate a large proportion of our revenues from services performed at hourly rates, our revenues in any period is directly
related to the number of employees and the number of hours worked by those employees during that period. Our results of operations in any one quarter can fluctuate depending upon, among other things, the number of weeks in the quarter, the number
and related contract value of ongoing client engagements, the commencement, postponement and termination of engagements in the quarter, the mix of revenue, the extent of cost overruns, employee hiring, employee utilization, vacation patterns,
exchange rate fluctuations and other factors.

Reimbursable Out-of-Pocket Expenses

On behalf of our clients, we pay fees to investigators and other out-of-pocket costs for which we are reimbursed at cost, without mark-up or profit. Effective
January 1, 2002, in connection with the required implementation of Financial Accounting Standards Board Emerging Issues Task Force Rule No. 01-14, Income Statement Characterization of Reimbursements Received for
Out-of-Pocket Expenses Incurred, out-of-pocket costs are now included in Operating Expenses, while the reimbursements received are reported separately as Reimbursement Revenue in the Consolidated Statements of Operations.



38



---

##### Table of Contents

As is customary in the industry, we will continue to exclude from revenue and expense in the Consolidated Statements of
Operations fees paid to investigators and the associated reimbursement since we act as an agent on behalf of the pharmaceutical company sponsors with regard to investigator payments, in accordance with EITF No. 99-19, Reporting Revenue
Gross as a Principal versus Net as an Agent. These investigator fees are not reflected in our Net Revenue, Reimbursement Revenue, Reimbursement Out-of-Pocket Expenses, and/or Direct Expenses. The amounts of investigator fees for the three
months ended March 31, 2009 and 2008 were $1.3 million and $2.2 million, respectively.

Stock-Based Compensation

The Company has adopted equity incentive plans that provide for the granting of stock options to employees, directors, advisors and consultants.

Effective January 1, 2006, we adopted SFAS No. 123R using the Modified Prospective Approach. SFAS 123R revises SFAS No. 123, Accounting for Stock
Based Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R requires the costs for all share-based payments to employees, including grants of employee stock
options, to be recognized in financial statements based on their fair values at grant date, or the date of later modification, over the requisite period. In addition, SFAS No. 123R requires unrecognized cost (based on the amounts previously
disclosed in our pro forma footnote disclosure) related to options vesting after the date of initial adoption to be recognized in the financial statements over the remaining requisite period.

The grant date fair value of each stock option is based on the underlying price on the date of grant and is determined using an option pricing model. The option pricing
model requires the use of estimates and assumptions as to (a) the expected volatility of the price of underlying stock option (b) the expected life of the option and (c) the risk free rate for the expected life of the option. The
Company is currently using the Black-Scholes option pricing model to determine the grant date fair value of each stock option.

Expected volatility is
based on historical volatility of our common stock. We use historical data on exercises of stock options and other factors to estimate the expected life of the share-based payments granted. For the options granted prior to January 1, 2006, we
determined the expected life to be 5 years, and an expected life of 4 years for any options granted between January 1, 2006 and December 31, 2006. For options granted subsequent to January 1, 2007 we determined the expected life to be
7 years due to the adoption of a new stock option plan under which these shares were issued. The risk free rate is based on the U.S. Treasury bond rate commensurate with the expected life of the option. Forfeiture rates are estimated based upon past
voluntary termination behavior and past option forfeitures.

The estimated annual share-based compensation expense relating to SFAS No. 123R for the
twelve months ended December 31, 2009 is expected to be $226 thousand. The Company recognized stock-based compensation expense of $56 thousand, or $0.01 on a basic and diluted earning per share basis, for the three months ended March 31,
2009. The Company recognized stock-based compensation expense of $71 thousand for the three months ended March 31, 2008, or $0.01 on a basic and diluted earning per share basis.

Goodwill and Intangible Assets

The Company follows the provisions of SFAS No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets, applicable to business combinations. In accordance with these standards, goodwill acquired in connection with the acquisition of Remedium was not
amortized. However, the identifiable intangible assets acquired in connection with the acquisition of Remedium are being amortized over their useful lives. Under SFAS No. 142, goodwill is subject to impairment testing annually or whenever
events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If carrying value exceeds current fair value, then goodwill is considered impaired and is reduced to fair value via a charge to earnings. The
identifiable intangibles acquired in connection with the acquisition of Remedium are also subject to impairment testing under SFAS No. 142,



39



---

##### Table of Contents

whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Management determined that it should perform its
impairment testing of goodwill as of September 30, 2008 due to the continuing challenging business conditions and the resulting weakness in the Companys stock price as of the end of its third quarter. The fair value for the reporting unit
was estimated using the expected present value of future cash flows and market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. As a result, the Company
recorded an impairment charge of $1.86 million in the third quarter of 2008. The Company performed its annual impairment testing as of November 1, 2008. The fair value of the reporting unit was estimated using the expected present value of
future cash flows and market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. The sum of the fair value was reconciled to the Companys current market
capitalization. As a result of this reconciliation process the Company recorded an impairment charge related to goodwill of $12.5 million in the fourth quarter of 2008.

Foreign Currency Translation

The functional currency of the Company is the U.S. dollar. The functional
currency of the Companys foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect for the reporting date, and
consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of
accumulated other comprehensive income in stockholders equity.

Transactions denominated in currencies other than the functional currency are
recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated condensed statements of operations as unrealized
(based on the applicable period exchange rate) or realized upon settlement of the transactions.

Results of Operations

Three Months Ended March 31, 2009 Compared With Three Months Ended March 31, 2008

Net revenue for the three months ended March 31, 2009 decreased by $460 thousand to $7.0 million as compared to $7.5 million for the three months ended March 31, 2008. The decrease in net revenues was
primarily due to a $800 thousand decrease in revenues generated by our European operations that was offset by a $340 thousand increase in revenues generated in the U.S. Of the $800 thousand decrease in revenue generated by our European operations,
approximately $668 thousand was attributable to unfavorable foreign currency fluctuations for the three months ended March 31, 2009 compared with the same prior year period. The increase in net revenues generated in the U.S. was primarily due
to a delay in recognizing revenue on a legacy project and additional revenue resulting from a significant increase in contract value for an ongoing clinical study that was signed during the first quarter of 2009. There were $3.5 million of announced
new business awards for the three months ended March 31, 2009 compared to $6.3 million for the three months ended March 31, 2008. For the three months ended March 31, 2009, net revenue from our largest clients amounted to 51% of our
net revenue, with the largest clients representing 21%, 20% and 10% of net revenue, respectively. For the three months ended March 31, 2008, net revenue from our largest clients amounted to 33% of our net revenue, with the largest clients
representing 12%, 11% and 10% of net revenue, respectively.

Reimbursement revenue consisted of reimbursable out-of-pocket expenses incurred on behalf of
our clients. Reimbursements are made at cost, without mark-up or profit, and therefore have no impact on net income.



40



---

##### Table of Contents

Direct expenses included compensation and other expenses directly related to conducting clinical studies. These costs
decreased by approximately $1.2 million to $4.4 million for the three months ended March 31, 2009 from $5.5 million for the three months ended March 31 2008. The decrease in direct expenses was primarily due to an $800 thousand decrease in
direct expense of our European operations and approximately $400 thousand decrease in direct expenses incurred by our U.S. operations. Of the $800 thousand decrease in direct expense of our European operations, approximately $440 thousand was
attributable to favorable foreign currency fluctuations for the three months ended March 31, 2009 compared with the same prior year period. In addition, direct expenses decreased as a result of reductions in staff and subcontractors utilized on
active clinical studies being conducted in the U.S. and Europe during the three months ended March 31, 2009 compared to same prior year period. Direct expenses as a percentage of net revenue decreased by 11.8% to 62.2% for the three months
ended March 31, 2009 as compared to 74.0% for the three months ended March 31, 2008, primarily due to reduced staffing costs, recognizing revenue on a legacy project and the additional revenue resulting from an increase in contract value
for an ongoing clinical study that was signed during the first quarter of 2009

Selling, general, and administrative expenses (SG&A)
includes the salaries, wages and benefits of all administrative, financial and business development personnel and all other support expenses not directly related to specific contracts. These costs decreased by approximately $800 thousand to $2.7
million for the three months ended March 31, 2009 from $3.5 million for the three months ended March 31, 2008. The decrease in SG&A was due primarily to staff reductions and reductions in overhead cost in our U.S. operations of
approximately $660 thousand. Reductions in SG&A also resulted from approximately $250 thousand of favorable foreign currency fluctuations by our European operations. As a percentage of revenues, SG&A expenses decreased by 8.4% to 38.0% for
the three months ended March 31, 2009 compared with 46.4% the prior year period.

Depreciation and amortization expense decreased by $450 thousand to
$190 thousand for the three months ended March 31, 2009 from $640 thousand for the three months ended March 31, 2008, primarily as a result of certain intangible assets acquired as part of the Remedium acquisition being fully amortized.

Loss from operations decreased by $2.0 million to $200 thousand for the three months ended March 31, 2009 compared to loss from operations of $2.2
million from operations for the three months ended March 31, 2008, primarily for the reasons noted in the preceding paragraphs.

Net interest expense
for the three months ended March 31, 2009 was $4 thousand compared to net interest income of $51 thousand for the three months ended March 31, 2008. This decrease was due to a reduction in the amount of cash on hand during the three months
ended March 31, 2009 compared to the same prior year period.

The income tax benefit of $8 thousand was principally related to the reversal of the
deferred tax liability that was established for the difference between the assigned values of the intangible assets acquired and the tax basis of the intangible assets acquired in the Remedium acquisition. There was no income tax provision for the
prior period due to the losses incurred. In the United States the Company is in a net operating loss carry forward position. However, due to our recent loss history, and uncertainty regarding the realization of deferred tax assets, these deferred
tax assets have been fully reserved as of March 31, 2009.

Net loss for the three months ended March 31, 2009 was $195 thousand, or $(0.01) per
diluted share, as compared to a net loss of $2 million, or $(0.10) per diluted share for the three months ended March 31, 2008.



41



---

##### Table of Contents

Liquidity and Capital Resources

On May 11, 2009, we announced that we had entered into non-binding letters of intent to sell certain assets of the Companys U.S. business and its wholly-owned subsidiary, Encorium Oy, to two separate
groups.

On May 18, 2009, we announced an update with respect to the sale of the Companys U.S. business whereby the initial letter of intent had
been terminated and that the Company had entered into another letter of intent with Pierrel SpA, an international contract research organization listed on Milanos Stock Exchange.

Subject to the negotiation of a definitive agreement, pursuant to the letter of intent, Pierrel has the right to purchase the U.S. Line of Business for a purchase price equal to a percentage of the Companys U.S.
backlog calculated as of the closing or $1.35 million, whichever is greater, less the amount, if any, that assumed current liabilities, less assumed current assets exceeds $350 thousand. In addition to the purchase price payable at closing, Pierrel
will pay Encorium a 10% commission on the value of any new contract, net of pass-through costs, executed after the closing date but prior to December 31, 2009, which constitute part of the Companys pipeline at closing.

The closing of each transaction is subject to the completion of due diligence, execution of definitive agreements, and the fulfillment of certain closing conditions,
including, with respect to the sale of Encorium Oy, stockholder approval.

Historically our net cash used in operations has been substantial. Our net cash
used in operations for the three months ended March 31, 2009 was $3.0 million. Our cash and cash equivalents as of March 31, 2009 was $2.3 million. In the event the sales described above are not consummated, we anticipate that we will meet our
cash requirements at least into the first quarter of 2010, assuming we are able to fully implement our current costs cutting initiatives, we are able to win additional contracts during fiscal 2009 and we are able to maintain our current customer
contracts. In the event we are unable to do so, we will be required to obtain additional capital from external sources or significantly reduce our operating costs, which may include the cessation of operations in some countries or liquidation of the
Company.

Our ability to obtain additional financing in the future will depend in part upon prevailing capital market conditions, as well as conditions in
our business and our operating results; and those factors may affect our efforts to arrange additional financing on terms that are satisfactory to us or at all. We have been working with an investment banking firm to seek strategic
alternatives, including outside investments. To date, our efforts to secure additional investments have not proven successful given the general economic and lending environment, coupled with the Companys current financial position.

Given the current levels of the trading price of the Companys common stock, if the Company were to raise additional capital by issuing equity securities,
existing stockholders percentage ownership would be reduced and they would experience substantial dilution. If we were to raise additional funds by issuing debt securities, these debt securities would have rights, preferences, and privileges
senior to those of our common stock, and the terms of the debt securities issued could impose significant restrictions on our operations. If we are unable to obtain additional capital, we will scale back our operations until such capital is obtained
or seek stockholder approval to wind down operations and liquidate the Company. It is unclear whether there would be funds available for distribution to our stockholders if we seek stockholder approval to wind down operations. Any decision to
liquidate the Company may occur at any point during or before the first quarter of 2010.

Our contracts usually require a portion of the contract amount to
be paid at the time the contract is initiated. Additional payments are generally made upon completion of negotiated performance milestones, or on a regularly scheduled basis, throughout the life of the contract. Accordingly, cash receipts do not
necessarily correspond to costs incurred and revenue recognized. For terminated studies, our contracts frequently entitle us to receive the costs of winding down the terminated project, as well as all fees earned by us up to the time of termination.

Net revenue is recognized on a proportional performance basis. We typically receive a low volume of large-dollar receipts. As a result, the number of days
net revenue outstanding in accounts receivable, costs and estimated earnings in excess of related billings, customer advances, and billings in excess of related costs will fluctuate due to the timing and size of billings and cash receipts. At
March 31, 2009, the net days revenue outstanding decreased by 13 days to (22) days compared to (35) days at December 31, 2008. Compared to December 31, 2008, accounts receivable increased $373 thousand to $4.2 million at
March 31, 2009, primarily due an increase in billing related to our ongoing active clinical studies in Europe.

Costs and estimated earnings in excess
of related billings on uncompleted contracts increased by $65 thousand to $1.5 million as of March 31, 2009 compared to $1.4 million as of December 31, 2008. The balance at March 31, 2009 primarily consisted of 3 clinical trials. The
top two balances constituted 39% and 33% of the balance.



42



---

##### Table of Contents

This balance is mostly attributable to a delay in the timing of billings compared to when the work was performed. The
$800 thousand decrease in the liability account, billings in excess of related costs and estimated earnings on uncompleted contracts, to $2.5 million as of March 31, 2009 from $3.3 million as of December 31, 2008, resulted primarily from
the performance of services related to client contracts. Customer advances decreased by $1.8 million to $3.5 million from $5.3 million as of December 31, 2008 resulting from utilization of advances received from our clients for investigator
fees and pass through payments.

Our net cash used by operating activities was approximately $3 million for the three months ended March 31, 2009,
compared to net cash used by operating activities of $2.8 million for the three months ended March 31, 2008. The $150 thousand increase is primarily related to increases in accounts receivable, prepaid expenses, cost and estimated earnings in
excess of related billings on uncompleted contracts, other assets and decreases in accrued expenses for the three months ended March 31, 2009 as compared to same prior year period. Net cash used by investing activities was $12 thousand for the
three months ended March 31, 2009 and represented purchases of computer equipment and software applications. This compares to net cash used by investing activities of $72 thousand for the three months ended March 31, 2008, which was also
used to purchase computer equipment and software applications. Net cash provided by financing activities was $25 thousand for the three months ended March 31, 2009, compared with net cash provided by financing activities of $40 thousand for the
three months ended March 31, 2008. The primary difference related to $46 thousand of short-term borrowings used to fund our European operations during the first three months of 2008

As a result of these cash flows, our cash and cash equivalents balance at March 31, 2009 was $2.3 million as compared to $5.7 million at December 31, 2008.

We purchased approximately $12 thousand of computer equipment and software applications for three months ended March 31, 2009. We anticipate capital expenditures of
approximately $138,000$188,000 during the remainder of 2009, primarily for leasehold improvements, software applications, workstations, personal computer equipment and related assets.

RECENTLY ISSUED ACCOUNTING STANDARDS:

In September 2006, the
FASB issued SFAS No. 157, Fair Value Measurement(SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We adopted SFAS No. 157 and have determined that it did not
have a material impact on our consolidated financial statements or results of operations.

In September 2006, the FASB issued SFAS No. 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R)(SFAS No. 158). SFAS No. 158 requires an employer to
recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. This
statement is effective for the first fiscal year ending after December 15, 2006 for initial recognition and December 15, 2008 for measurement of plan assets and benefit obligations. We adopted SFAS No. 158 and have determined that it
did not have a material impact on our consolidated financial statements or results of operations.



43



---

##### Table of Contents

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115(SFAS No. 159). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets
and liabilities. This statement is effective in the first fiscal year that begins after November 15, 2007. We adopted SFAS No. 159 and have determined that it did not have a material impact on our consolidated financial statements or
results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations(SFAS
141R) which replaces SFAS No. 141, Business Combinations. The scope of SFAS 141R is broader than that of SFAS No. 141, which applied only to business combinations in which control was obtained by transferring
consideration. SFAS 141R revises accounting and reporting standards for business combinations and applies to all transactions or other events in which an entity obtains control of one or more businesses by transferring consideration as well as
combinations achieved without the transfer of consideration. By applying the same method of accounting  the acquisition method  to all transactions and other events in which one entity obtains control over one or more other businesses,
this statement is intended to improve the comparability of the information about business combinations provided in financial reports. SFAS 141R applies prospectively to business combinations with an acquisition date on or after the beginning of
the first annual reporting period beginning on or after December 15, 2008. The Company is currently in the process of evaluating SFAS 141R, and has not yet determined the impact, if any, that accounting for future business combinations
under SFAS 141R, effective January 1, 2009, will have on its consolidated results of operations or financial position.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market Risk

The fair value of cash and cash equivalents, investigator payment advances, accounts receivable,
costs and estimated earnings in excess of related billings on uncompleted contracts, accounts payable, accrued expenses and billings in excess of related costs and estimated earnings on uncompleted contracts are not materially different than their
carrying amounts as reported at March 31, 2009 and March 31, 2008.

Foreign Currency Exchange Risk

The Company is exposed to foreign currency exchange risk through its international operations. For the three months ended March 31, 2009, approximately 60% of our
net revenue was derived from contracts denominated in other than U.S. Dollars compared to 30% of net revenues for the three months ended March 31, 2008. The increase in the percentage of net revenue derived from contracts denominated in
currencies other than the U.S. Dollar is principally attributable to an increase in revenue generated by our European operations, favorable foreign exchange fluctuations, and a decrease in revenue generated by our U.S. operations. Since our
financial results are reported in U.S. Dollars changes in foreign currency exchange rates could adversely affect our results of operations and financial condition. To date, we have not engaged in any derivative or contractual hedging activities
related to our foreign exchange exposures.

Assets and liabilities of the Companys international operations are translated into U.S. Dollars at
exchange rates in effect on the balance sheet date and equity accounts are translated at historical exchange rates. Revenue and expense items are translated at average exchange rates in effect during the period. Gains or losses from translating
foreign currency financial statements are recorded in a separate stockholders equity account entitled Accumulated Other Comprehensive Income. The cumulative translation adjustment included in accumulated other comprehensive income for
the three months ended March 31, 2009 and 2008 was $402 thousand and $230 thousand, respectively.



44



---

##### Table of Contents

Inflation

We
believe that the effects of inflation generally do not have a material adverse impact on our operations or financial condition.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

A control system,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and
the benefits of controls must be considered relative to costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our
company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

The Companys principal executive officer and principal financial officer, with the participation of other members of the Companys management, have evaluated the effectiveness of the Companys
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report (the Evaluation Date) and, based on that evaluation, concluded
that, as of the Evaluation Date, the Companys disclosure controls and procedures were effective to ensure that information that is required to be disclosed in its reports under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to management, including the Companys principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our principal executive and principal
financial officers, has evaluated any changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2009, and has concluded that there was no change that occurred during the quarter ended
March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



45



---

##### Table of Contents

PART II. OTHER INFORMATION



|ITEM 1A. | RISK FACTORS
|-------- | ------------

BUSINESS RISKS

We may not be able to meet our cash requirements without implementing cost cutting initiatives, increasing revenues, and maintaining current
customer contracts; failure to do so will result in the need to raise additional capital or significantly reduce our operating costs, which may include the cessation of operations in certain countries or liquidation of the Company.

Historically our net cash used in operations has been substantial. Our net cash used in operations for the three months ended March 31, 2009 was
$3.0 million. Our cash and cash equivalents as of March 31, 2009 was $2.3 million. In the event the sale of the U.S. business and the sale of our wholly-owned subsidiary, Encorium Oy, are not consummated, we anticipate that will meet our cash
requirements at least into the first quarter of 2010, assuming we are able to fully implement our current costs cutting initiatives, we are able to win additional contracts during fiscal 2009 and we are able to maintain our current customer
contracts. In the event we are unable to do so, in order for the Company to continue as a going concern we will be required to obtain additional capital from external sources or significantly reduce our operating costs, which may include the
cessation of operations in some countries or liquidation of the Company.

Our ability to obtain additional financing in the future will depend in part upon
prevailing capital market conditions, as well as conditions in our business and our operating results; and those factors may affect our efforts to arrange additional financing on terms that are satisfactory to us or at all. We have been working
with an investment banking firm to seek strategic alternatives, including outside investments. To date, our efforts to secure additional investments have not proven successful given the general economic and lending environment, coupled with the
Companys current financial position.

Given the current levels of the trading price of the Companys common stock, if the Company were to raise
additional capital by issuing equity securities, existing stockholders percentage ownership would be reduced and they would experience substantial dilution. If we were to raise additional funds by issuing debt securities, these debt securities
would have rights, preferences, and privileges senior to those of our common stock, and the terms of the debt securities issued could impose significant restrictions on our operations. If we are unable to obtain additional capital, we will scale
back our operations until such capital is obtained or seek stockholder approval to wind down operations and liquidate the Company. It is unclear whether there would be funds available for distribution to our stockholders if we seek stockholder
approval to wind down operations. Any decision to liquidate the Company may occur at any point during or before the first quarter of 2010.

The
perception that we may not be able to continue as a going concern may adversely affect our business.

Any perception that we may not be able to
continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations and may adversely affect our ability to win new contracts and/or raise additional capital.

Our backlog may not be indicative of future results.

Backlog is the amount of revenue that remains to be earned and recognized on written awards, signed contracts and letters of intent. We cannot be certain that the backlog we have reported will be indicative of our future results. A number
of factors may affect our backlog, including: the ability of clients to reduce or expand the size and duration of the projects (some are performed over several years); the termination or delay of projects; and a change in the scope of work during
the course of a project. In addition since our backlog is reported in U.S. Dollars, but the majority of our contracts are denominated in currencies other than the U.S. Dollar, changes in the foreign currency exchange rates could reduce the
amount of backlog reported.



46



---

##### Table of Contents

Also, if clients delay projects, the projects will remain in backlog, but will not generate revenue at the rate
originally expected. Accordingly, historical indications of the relationship of backlog to revenues may not be indicative of future results and should not be relied upon.

Our inability to forecast our revenue pipeline or convert revenue pipeline into contracts could increase fluctuations in our revenue and financial results.

We use a pipeline system, a common industry practice, to forecast contract awards and trends in our business. Our management team monitors the status of all
potential contract awards, including the potential dollar amount of each contract transaction. We aggregate these estimates periodically to generate a pipeline and then evaluate the pipeline to identify trends in our business. This pipeline analysis
and related estimates of revenue may differ significantly from actual revenues in a particular reporting period. When customers delay contracts, reduce the amount of their contract or cancel contracts altogether, it will reduce the rate of
conversion of the pipeline into contracts and our revenues will be harmed. Our inability to respond to a variation in the pipeline or in the conversion of the pipeline into contracts in a timely manner, or at all, could cause us to plan or budget
inaccurately and thereby could adversely affect our results of operations and financial condition.

Our operating results can be expected to
fluctuate from period to period.

Fluctuating operating results are usually due to the level of new business awards in a particular period and the
timing of the initiation, progress or cancellation of significant projects. Even a short acceleration or delay in such projects could have a material effect on our results in a given reporting period. Varying periodic results could adversely affect
the price of our common stock if investors react to our reporting operating results which are less favorable than in a prior period or lower than those anticipated by investors or the financial community generally.

Our stock price may continue to experience fluctuations.

The
market prices of securities of thinly-traded companies such as ours generally are highly volatile. For example, since January 1, 2008, the price of our common stock reached a high of $2.42 on February 1, 2008 and a low of $.17 on
March 23, 2009.

In this market environment, the sale of a substantial number of shares of our common stock in the public market or the perception
that such a sale might occur would likely have a materially adverse effect on the market price of our common stock.

Any litigation brought against us as a
result of this volatility could result in substantial costs and a diversion of our managements attention and resources, which could negatively impact our financial condition, revenues, results of operations, and the price of our common stock.

If we raise additional capital by issuing equity securities in a fluctuating market, many or all of our existing stockholders may experience substantial
dilution, and if we need to raise capital by issuing equity securities at a time when our stock price is down, we may have difficulty raising sufficient capital to meet our requirements.



47



---

##### Table of Contents

We may incur additional impairment charges which may adversely affect our results of operations.

The Company follows the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations  and SFAS No. 142, Goodwill and Other Intangible Assets , applicable to business combinations. In accordance with these standards, goodwill acquired in connection with the acquisition of Remedium was
not amortized. Under SFAS No. 142, goodwill is subject to impairment testing annually or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Management determined that it should perform
its impairment testing of goodwill as of September 30, 2008 due to the continuing challenging business conditions and the resulting weakness in the Companys stock price as of the end of its third quarter. The fair value for the reporting
unit was estimated using the expected present value of future cash flows and market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. As a result, the Company
recorded an impairment charge of $1.86 million in the third quarter of 2008. The Company performed its annual impairment testing as of November 1, 2008. The fair value of the reporting unit was estimated using the expected present value of
future cash flows and market values of comparable companies using estimates, judgments and assumptions that Management believes were appropriate in the circumstances. The sum of the fair value was reconciled to the Companys current market
capitalization. As a result of this reconciliation process the Company recorded an impairment charge related to goodwill of $12.5 million in the fourth quarter of 2008.

Impairment testing involves various estimates and assumptions, which could vary, and an analysis of relevant market data and market capitalization. If our stock price continues to decline or if economic conditions
continue to deteriorate, we may incur additional impairment charges which may adversely impact our results of operations and financial condition.

Failure to develop new business in our intensely competitive industry will cause our revenues to decline.

The market for clinical
research services is highly competitive. We primarily compete against in-house departments of pharmaceutical, biotechnology and medical device companies and other clinical research organizations. Competitors in our industry range from small,
limited-service providers to full service, global clinical research organizations. Many of our competitors have an established global presence, including Quintiles Transnational Corp., Covance, Inc., Parexel International Corporation, Pharmaceutical
Product Development, Inc., Icon Clinical Research, and Kendle International, Inc. In addition, many of our competitors have substantially greater financial and other resources than we do. Significant factors in determining whether we will be able to
compete successfully include: our consultative and clinical trials design capabilities; our reputation for on-time quality performance; our expertise and experience in specific therapeutic areas; the scope of our service offerings; our ability to
recruit investigators and study subjects in a timely manner; our strength in various geographic markets; the price of our services; our ability to acquire, process, analyze and report data in a time-saving and accurate manner; our global data
services capabilities; our ability to manage large-scale clinical trials both domestically and internationally; and our size.

If our services are not
competitive based on these or other factors and we are unable to develop an adequate level of new business, our business, backlog position, financial condition and results of operations will be materially and adversely affected. In addition, we may
compete for fewer clients arising out of consolidation within the pharmaceutical industry and the growing tendency of drug companies to outsource to a smaller number of preferred clinical research organizations that have far greater resources and
capabilities.

Our services may from time to time experience periods of increased price competition that could have a material adverse effect on our
profitability and revenues. Additionally, the CRO industry is not highly capital-intensive, and the financial costs of entry into the industry are relatively low. Therefore, as a general matter, the industry has few barriers to entry. Newer, smaller
entities with specialty focuses, such as those aligned to a specific disease or therapeutic area, may compete aggressively against us for clients.



48



---

##### Table of Contents

We depend on a small number of industries and clients for our business, and the loss of one of our significant
clients could cause revenues to drop quickly and unexpectedly.

Historically, projects in the fields of cardiovascular, oncology, immunology,
vaccines, medical devices as well as clinical staff outsourcing have represented 50-75% of our European project work, although the mix of projects is subject to change from year to year. For the year ended December 31, 2008, net revenues from
our three largest clients amounted to 29% of our net revenues, with the three largest clients representing 10%, 10% and 9% of our net revenues, respectively. None of our European clients represented more than 10% of our net revenues in 2008. For the
year ended December 31, 2007, net revenues from our three largest clients amounted to 38% of our net revenues, with the three largest clients representing 15%, 12% and 11%, respectively.

We expect that a relatively small number of clients will continue to represent a significant percentage of our net revenue. The contracts with our clients generally can
be terminated on short notice. The loss of business from any significant client or our failure to continue to obtain new business would have a material and adverse effect on our business and revenues.

Loss of key personnel, or failure to attract and retain additional personnel, may cause the success and growth of our business to suffer.

Our future success depends on the personal efforts and abilities of the principal members of our senior management and scientific team to provide strategic direction,
develop business, provide service to our clients, manage our operations and finances, and maintain a cohesive and stable environment. The loss of their services might significantly delay or prevent the achievement of business development and
strategic objectives. As a provider of complex clinical trial support services, our success depends on our ability to retain key employees and to attract additional qualified employees. Competition for qualified personnel is intense and we cannot
assure you that we will be able to retain existing personnel or attract and retain additional highly qualified employees in the future. The loss of services of any of our key executives may have a material and adverse affect on our business
operations, results of operations and financial position.

Competition for our key executives and skilled personnel, particularly those with a medical
degree, a Ph.D. or equivalent degrees, is intense. We compete with clinical research organizations, pharmaceutical and biotechnology companies, and academic and research institutions that have far greater financial resources to recruit skilled
personnel. Our inability to attract and retain qualified executives and scientific staff could have a material and adverse affect on our business plan, results of operations and financial condition. There can be no assurance that we will be able to
continue to attract and retain qualified executives and scientific staff in the future.

We may bear financial losses because our contracts may be
delayed or terminated or reduced in scope for reasons beyond our control.

Our contracts generally may be terminated or reduced in scope either
immediately or upon notice. Clients may terminate or delay their contracts for a variety of reasons, including, but not limited to, the failure of products to satisfy safety requirements, unexpected or undesired clinical results, merger or potential
merger-related activities, the clients budget constraints, the clients decision to terminate the development of a particular product or to end a particular study, insufficient patient enrollment in a study, insufficient



49



---

##### Table of Contents

investigator recruitment, manufacturing problems resulting in shortages of the product, or our failure to perform our obligations under the contract. For
example, in January 2007 a client cancelled a contract having $12.8 million in revenues remaining. This risk of loss or delay of contracts potentially has greater effect as we pursue larger outsourcing arrangements with global pharmaceutical
companies.

Also, over the past several years we have observed that clients may be more willing to delay, cancel or reduce contracts more rapidly than in
the past. In addition, companies may proceed with fewer clinical trials or conduct them without assistance of contract research organizations as a result of changing priorities or other internal considerations. These factors may cause such companies
to cancel contracts with CROs, such as Encorium. The loss, reduction in scope or delay of a significant contract or the loss or delay of multiple contracts could materially and adversely affect our business, results of operations and financial
condition.

The fixed price nature of our contracts could have a negative impact on our operating results.

A significant portion of our contracts are at fixed prices. As a result, we bear the risk of cost overruns. If we fail to adequately price our contracts, fail to
effectively estimate the cost to complete fixed price contracts, or if we experience significant cost overruns, our business, results of operations and financial condition could be materially and adversely affected. In addition, contacts with our
clients are subject to change orders, which occur when the scope of work performed by us needs to be modified from what was originally contemplated by our contract with the client. This can occur, for example, when there is a change in a key study
assumption or parameter or a significant change in timing. Under U.S. generally accepted accounting principles, we cannot recognize additional revenue anticipated from change orders until appropriate documentation is received by us from the client
authorizing the change made. However, if we incur additional expense in anticipation of receipt of that documentation, we must recognize the expense as incurred. Further, we may not be successful convincing our clients to approve change orders which
change the scope of current contracts. Such under-pricing or significant cost overruns could have a material adverse effect on our business, results of operations, financial condition or cash flows.

Changes in outsourcing trends in the pharmaceutical and biotechnology industries could materially and adversely affect our operating results and growth rate.

Industry trends and economic factors that affect our clients in the pharmaceutical, biotechnology and medical device industries also affect our
business. Our revenues depend greatly on the expenditures made by the pharmaceutical, biotechnology and medical device industries in research and development. The practice of many companies in these industries has been to hire outside organizations
like us to conduct clinical research projects. This practice has grown significantly in the last decade, and we have benefited from this trend. However, if this trend were to change and companies in these industries were to reduce the number of
research and development projects they outsource, our business could be materially and adversely affected. For example, over the past several years, mergers and other factors in the pharmaceutical industry appear to have slowed decision-making by
pharmaceutical companies and delayed drug development projects. The continuation of or increase of these trends could have a negative affect on our business.

Additionally, numerous governments and managed care organizations have undertaken efforts to control growing healthcare costs through legislation, regulation and voluntary agreements with medical care providers and pharmaceutical companies.
If future regulatory cost containment efforts limit the profits that can be derived on new drugs, our clients might reduce their research and development spending, which could reduce our business.



50



---

##### Table of Contents

Failure to comply with existing regulations could harm our reputation and our operating results.

Any failure on our part to comply with applicable regulations could result in the termination of on-going clinical research or the disqualification
of data for submission to regulatory authorities. For example, if we were to fail to verify that patient participants were fully informed and had fully consented to a particular clinical trial, the data collected from that trial could be
disqualified. If this were to happen, we could be contractually required to repeat the trial at no further cost to our client, but at a substantial cost to us. The issuance of a notice from the FDA based upon a finding of a material violation by us
of GCP requirements could result in contractual liability to our clients and/or the termination of ongoing studies which could materially and adversely affect our results of operations. Similar notices could be issued from the regulatory authorities
in other countries where we conduct clinical studies. Furthermore, our reputation and prospects for future work could be materially and adversely diminished.

If we are unable to successfully develop and market new services in the United States, Europe and internationally, our results could be materially and adversely affected.

An element of our growth strategy is the successful development and marketing of new services that complement or expand our existing business. If we are unable to develop
new services and create demand for those newly developed services, we may not be able to implement this element of our growth strategy, and our future business, results of operations and financial condition could be materially and adversely
affected. For example, Remedium has invested in the creation and administrative set-up of international subsidiaries which have sustained operating losses to date. We may need to make additional investments in these subsidiaries in the future and
there is no assurance that additional investments will enable us to achieve our objectives. In addition, we are considering expanding our international operations by other means, such as commencing business partnerships or clinical studies in
countries where we do not have subsidiaries. The profitability of our international subsidiaries and operations depends, in part, on client acceptance and use of our services. There can be no assurance that our international subsidiaries or
operations will be profitable in the future or that any revenue resulting from them will be sufficient to recover the investment in them. If our international operations or subsidiaries do not develop as anticipated, our business, results of
operations and financial condition may be materially and adversely affected.

Changes in governmental regulation could reduce the need for the
services we provide, which would negatively affect our future business opportunities.

In recent years the United States Congress, state
legislatures and foreign governments have considered various types of health care reform in order to control growing health care costs. The United States Congress, state legislatures and foreign governments may again address health care reform in
the future. We are unable to predict what legislative proposals will be adopted in the future, if any.

Implementation of health care reform legislation
that results in additional costs to develop new drugs could limit the profits that can be made by our clients from the development of new products. This could adversely affect our clients research and development expenditures, which could in
turn decrease the business opportunities available to us both in the United States and elsewhere. In addition, new laws or regulations may create a risk of liability, increase our costs or limit our service offerings. We cannot predict the
likelihood of any of these events.



51



---

##### Table of Contents

Governmental agencies throughout the world, but particularly in the U.S., strictly regulate the drug development and
approval process. Our business involves helping pharmaceutical, biotechnology and medical device companies navigate the regulatory drug approval process. Any changes in drug approval regulatory requirements such as the introduction of simplified
drug approval procedures or an increase in regulatory requirements that we have difficulty satisfying, could eliminate or substantially reduce the need for our services. These and other changes in regulation could have an impact on the business
opportunities available to us. As a result, our business, results of operations and financial condition may be materially and adversely affected.

Proposed and future laws and regulations, including laws and regulations relating to the confidentiality of patient information, might increase the cost of our business, increase our risks of liability or limit our service offerings.

Various governments might adopt healthcare legislation or regulations that are more burdensome than existing regulations. These changes could
increase our expenses or limit our ability to offer some of our products or services. For example, the confidentiality of patient specific information and the circumstances under which it may be released for inclusion in our databases or used in
other aspects of our business are subject to substantial government regulation. Additional legislation governing the possession, use and dissemination of medical record information and other personal health information has been proposed at both the
state and national levels and is likely to be proposed in other countries. Proposed federal regulations governing patient specific health information might require us to implement new security measures that require substantial expenditures or limit
our ability to offer some of our products and services. These regulations might also increase our costs by creating new privacy requirements and mandating additional privacy procedures for our business, thereby materially and adversely affecting our
business, results of operations and financial condition.

Adverse changes in general economic or political conditions in any of the major countries
in which we do business could adversely affect our business, operating results and financial position.

Recently, general worldwide economic
conditions have experienced a downturn due to slower economic activity, concerns about inflation and deflation, increased energy costs, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, the
ongoing effects of the war in Iraq, recent international conflicts and terrorist and military activity, and the impact of natural disasters and public health emergencies. If economic growth in the United States and other countries
economies is slowed, many customers may delay or reduce spending on our services, which would harm our business, results of operations and financial condition.

Our operations may be interrupted by the occurrence of a natural disaster or other catastrophic event.

We depend upon our clients,
study sites and our facilities, as well as the ability to readily travel among these, for the continued operation of our business. We also depend upon the continuous, effective, reliable and secure operation of our computer hardware, software,
networks, telecommunications networks, internet servers and related infrastructure. However, catastrophic events, including terrorist attacks, could still disrupt our operations, those of our clients or study sites, or our ability to travel among
these locations, which would also affect us. Although we carry business interruption insurance, we might suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies. Any natural disaster or
catastrophic event affecting our facilities could have a material and adverse affect on our business and results of operations.



52



---

##### Table of Contents

Our success depends on our ability to keep pace with rapid technological changes that could make our products and
services less competitive or obsolete.

The clinical research aspects of the pharmaceutical, biotechnology and medical device industries are subject
to increasingly rapid technological changes. Our competitors or others might develop technologies, products or services that are more effective or commercially attractive than our current or future technologies, products or services, or render our
technologies, products or services less competitive or obsolete. For example, if our proprietary technology systems were to become less competitive or obsolete, our ability to develop new business and our operating results would be adversely
affected. If competitors introduce superior technologies, products or services and we cannot make enhancements to our technologies, products and services necessary for us to remain competitive, our competitive position, and in turn our business,
results of operations and financial condition, would be materially and adversely affected.

We may have exposure to substantial personal injury
claims and may not have adequate insurance to cover such claims.

Our business primarily involves the testing of experimental drugs and biologics or
other regulated products on consenting human volunteers pursuant to a study protocol. These tests create a risk of liability for personal injury to or death of volunteers resulting from negative reactions to the drugs administered or from improper
care provided by third-party investigators, particularly to volunteers with life-threatening illnesses. In connection with many clinical trials, we contract with physicians to serve as investigators in conducting clinical trials to test new drugs on
human volunteers. We do not believe that we are legally accountable for the medical care rendered by third party investigators, and we seek to limit our liability with our clients, third party investigators and others. Although our contracts with
clients generally include indemnity provisions and we have loss insurance, our financial condition and results of operations could be materially and adversely affected if we had to pay damages or incur defense costs in connection with a claim that
is outside the scope of an indemnity or insurance coverage. Additionally, our financial condition could be materially and adversely affected if our liability exceeds the amount of our insurance.

Contractual indemnification provisions generally do not protect us against liability arising from certain of our own actions, such as negligence. Our financial condition
and results of operations could be materially and adversely affected if we were required to pay damages or bear the cost of defending any claim which is not covered by a contractual indemnification provision, in the event that a party who must
indemnify us does not fulfill its indemnification obligations, or if the amount we are required to pay is beyond the level of our insurance coverage. In addition, we may not be able to continue to maintain adequate insurance coverage on terms
acceptable to us.

If we are unable to attract suitable willing volunteers for the clinical trials of our clients, our results could be materially
and adversely affected.

One of the factors on which we compete is the ability to recruit independent investigators who can identify volunteers for
the clinical studies we manage on behalf of our clients. These clinical trials rely upon the ready accessibility and willing participation of volunteer subjects. These subjects generally include volunteers from the communities in which the studies
are conducted, which to date have provided an adequate pool of potential subjects for research studies. Many of our contracts include payments for achieving specific targets directly tied to the recruitment of study subjects. The trials we manage
and our operating results could be materially and adversely affected if we are unable to attract suitable and willing volunteers on a consistent basis.



53



---

##### Table of Contents

If we are unable to safeguard our networks and clients data, our clients may not use our services and our
business may be harmed.

Our networks may be vulnerable to unauthorized access, computer hacking, computer viruses and other security problems. An
individual who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in our operations. We may be required to expend significant resources to protect against the threat of security breaches
or to alleviate problems caused by any breaches. Security measures that we adopt from time to time may be inadequate.

We may have difficulty
obtaining director and officer liability insurance in acceptable amounts for acceptable rates.

We cannot assure that we will be able to obtain in
the future sufficient director and officer liability insurance coverage at acceptable rates and with acceptable deductibles and other limitations. Failure to obtain such insurance could materially harm our financial condition in the event that we
are required to defend against and resolve any future securities class actions or other claims made against us or our management. Further, the inability to obtain such insurance in adequate amounts may impair our future ability to retain and recruit
qualified officers and directors.

We do not intend to pay dividends.

We have never paid any cash dividends on our common stock and do not expect to declare or pay any cash or other dividends in the foreseeable future.

We currently fail to meet two of NASDAQs listing requirements and if our common stock is delisted it could negatively impact the price of our common stock, our ability to access the capital markets and the
liquidity of our common stock.

Our common stock began trading on the NASDAQ Capital Market in December 1997. There are several requirements for
continued listing on the NASDAQ Capital Market including, but not limited to, a minimum stock price of $1.00 per share and either (i) $2.5 million or more in stockholders equity, (ii) market capitalization of $35 million or more, or
(iii) net income in the last fiscal year, or two of the last three fiscal years, of $500,000 or more.

For the last 30 consecutive business days the
bid price of our common stock has closed below the minimum $1.00 per share required for continued inclusion on the NASDAQ Capital Market, and consequently we are not in compliance with the requirements for continued listing of our common stock.
However, given the current extraordinary market conditions, NASDAQ has suspend enforcement of the bid price and market value of publicly held shares requirements through July 19, 2009. As a result, if the Companys closing bid price of the
Companys common stock is less than $1.00 for a period of thirty consecutive days after July 19, 2009, we may receive notification from NASDAQ that our common stock will be delisted from the NASDAQ Capital Market unless the stock closes at
or above $1.00 per share for at least ten consecutive days during the 180-day period following such notification.

In addition, on September 25, 2008,
the Company received a notification from NASDAQ stating that the Company failed to comply with NASDAQs independent audit committee requirements as set forth in Marketplace Rule 4350. The Company has until the earlier of the Companys next
annual shareholders meeting or September 5, 2009 to regain compliance. If we fail to comply and cannot remedy our noncompliance during any applicable notice or grace periods, our common stock could be delisted from the Nasdaq Capital
Market.



54



---

##### Table of Contents

If delisted from the NASDAQ Capital Market, our common stock will likely be quoted in the over-the-counter market in the
so-called pink sheets or quoted in the OTC Bulletin Board. In addition, our common stock would be subject to the rules promulgated under the Securities Exchange Act of 1934 relating to penny stocks. These rules require
brokers who sell securities that are subject to the rules, and who sell to persons other than established customers and institutional accredited investors, to complete required documentation, make suitability inquiries of investors and provide
investors with information concerning the risks of trading in the security. These requirements would make it more difficult to buy or sell our common stock in the open market. In addition, the delisting of our common stock could materially adversely
affect our ability to raise capital on terms acceptable to us or at all. Delisting from the NASDAQ Capital Market could also have other negative results, including the potential loss of confidence by clients and employees, the loss of institutional
investor interest and fewer business development opportunities.

Failure to comply with Section 404 of the Sarbanes-Oxley Act could negatively
impact the market price of our stock Failure to maintain effective internal controls in accordance price.

If, in the future, we fail to maintain
the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting
in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an effective internal control environment could negatively impact the market price of our common stock.

If branded pharmaceutical, biotechnology, generic drug or medical device companies reduce their expenditures, our future revenue and profitability may be reduced.

Our business and continued expansion depend on the research and development expenditures of our clients which, in turn, are impacted by their
profitability. If these companies want to reduce costs, they may proceed with fewer clinical trials and other drug development. An economic downturn or other factors may cause our clients to decrease their research and development expenditures which
could adversely affect our revenues and profitability.

Actions or inspections by regulatory authorities may cause clients not to award future
contracts to us or to cancel existing contracts, which may have a material and adverse effect on our results of operations.

We may be subject to
continuing inspections of our facilities and documentation in connection with studies we have conducted in support of marketing applications, or routine inspections of our facilities that have yet to be inspected by regulatory authorities.
Regulatory authorities can have significant authority over the conduct of clinical trials, and they have the power to take regulatory and legal action in response to violations of clinical standards, subject protection and regulatory requirements in
the form of civil and criminal fines, injunctions and other measures. If, for example, the FDA obtains an injunction, such action could result in significant obstacles to future operations. Additionally, there is a risk that actions by regulatory
authorities, if they result in significant inspectional observations or other measures, could cause clients not to award us future contracts or to cancel existing contracts. Depending upon the amount of revenue lost, the results could have a
material and adverse affect on our results of operations.



55



---

##### Table of Contents

We might lose business opportunities as a result of healthcare reform.

Numerous governments have undertaken efforts to control healthcare costs through legislation, regulation and voluntary agreements with healthcare providers and drug
companies. Healthcare reform could reduce the demand for our services and, as a result, our revenue. In the last several years, the U.S. Congress has reviewed several comprehensive healthcare reform proposals. The proposals are intended to expand
healthcare coverage for the uninsured and reduce the growth of total healthcare expenditures. Congress has also considered and may adopt legislation which could have the effect of putting downward pressure on the prices that pharmaceutical and
biotechnology companies can charge for prescription drugs. Any such legislation could cause our customers to spend less on research and development. If this were to occur, we could have fewer clinical trials for our business, which could reduce our
earnings. Similarly, pending healthcare reform proposals outside the U.S. could negatively impact revenues from foreign operations.

Our business is
subject to international economic, political and other risks that could negatively affect our results of operations or financial position.

A
significant portion of our revenues are derived from countries outside the U.S. and we anticipate that revenues from foreign operations will grow. Accordingly, our business is subject to risks associated with doing business internationally,
including:



| |  |  | less stable political and economic environments and changes in a specific countrys or regions political or economic conditions,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | potential negative consequences from changes in tax laws affecting our ability to repatriate profits,
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | unfavorable labor regulations,
| | - |  | ------------------------------



| |  |  | greater difficulties in managing and staffing foreign operations,
| | - |  | -----------------------------------------------------------------



| |  |  | the need to ensure compliance with the numerous regulatory and legal requirements applicable to our business in each of these jurisdictions, and to maintain an
effective compliance program to ensure compliance,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in trade policies, regulatory requirements and other barriers,
| | - |  | ----------------------------------------------------------------------



| |  |  | civil unrest or other catastrophic events, and
| | - |  | ----------------------------------------------



| |  |  | longer payment cycles of foreign customers and difficulty collecting receivables in foreign jurisdictions.
| | - |  | ----------------------------------------------------------------------------------------------------------

These factors are beyond our control. The realization of any of these or other risks associated with operating in foreign countries could have a material adverse effect
on our business, results of operations or financial condition.

Our substantial non-U.S. operations expose us to currency risks.

We operate in many countries and are subject to exchange rate gains and losses for multiple currencies. We may also be subject to foreign currency transaction risk
when our service contracts are denominated in a currency other than the currency in which we incur expenses or earn fees related to such contracts. Changes in the exchange rate foreign currencies and the U.S. dollar could materially affect the
translation of our subsidiaries financial results into U.S. dollars for purposes of reporting our consolidated financial results.



56



---

##### Table of Contents

RISKS RELATED TO THE SALE OF THE COMPANYS U.S. BUSINESS AND ENCORIUM OY

We may not be able to complete the sale of the Companys assets of the U.S. business and Encorium Oy

Although we have entered into non-binding term sheets with purchasers for the assets of the U.S. business and Encorium Oy, we have not yet entered into definitive
agreements with respect to such transactions. No assurances can be given that we will successfully conclude the sale of the U.S. business or Encorium Oy in a timely fashion or at all for a number of reasons, including, but not limited to
(i) the failure of the purchasers to satisfactorily complete due diligence; (ii) our failure to obtain a fairness opinion relating to the sale price of the U.S. business and Encorium Oy; (iii) our inability to negotiate definitive
agreements; and (vi) with respect to the sale of Encorium Oy, our inability to obtain the required stockholder approval. If the transactions are not completed, it may have a negative effect on our stock trading price.

We will incur significant expenses related to the proposed sale of the assets of the U.S. business and Encorium Oy.

The proposed sale of the assets of the U.S. Business and Encorium Oy will result in significant costs to Encorium. We expect these costs to consist primarily of fees for
investment bankers, attorneys, accountants, filing fees, and financial printing. Our current estimates of these costs are preliminary and are subject to change. Accordingly, the aggregate amount of these costs may be greater than currently
anticipated. The substantial majority of the costs will be incurred whether or not the proposed transactions are consummated.

We could lose clients
as a result of uncertainty regarding the proposed sale of the U.S. assets and Encorium Oy

Uncertainty regarding the acquisition of the proposed
sale of the assets of the U.S. business and Encorium Oy, as well as fear of diversion of management and employees attention during the transaction and integration period, could lead some clients to select other vendors. The loss of business from
significant clients could have a negative effect on our business and thus our ability to consummate the transactions.

The proposed sale of the
Companys assets of the U.S. Business and Encorium Oy may not result in a premium to the current stock price.

The definitive terms of the
transaction for the sale of the assets of the U.S. Business and Encorium Oy have not been negotiated. Any distribution to stockholders as a result of such sale may not be at a premium to the current market price of the common stock.



|ITEM 6. | EXHIBITS
|------- | --------



| | (a) | Exhibits
| | --- | --------



|     |  |                                                                                                                                                             
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|31.2 |  | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 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. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                           
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                           



57



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



| |  |                     |  |                      |  |     |  |     |  |                                                           
| |  | ------------------- |  | -------------------- |  | --- |  | --- |  | ----------------------------------------------------------
| |  |                     |  | ENCORIUM GROUP, INC.
| |  |                     |  |                      | 
| |  | Dated: May 21, 2009 |  |                      |  | By: |  | /s/ |  | David Ginsberg, D.O.                                      
| |  |                     |  |                      |  |     |  |     |  | David Ginsberg, D.O.,President and Chief Executive Officer
| |  |                     |  |                      |  |     |  |     |  | (Principal Executive Officer)                             
| |  |                     |  |                      | 
| |  | Dated: May 21, 2009 |  |                      |  | By: |  | /s/ |  | Philip L. Calamia                                         
| |  |                     |  |                      |  |     |  |     |  | Philip L. Calamia                                         
| |  |                     |  |                      |  |     |  |     |  | Interim Chief Financial Officer                           
| |  |                     |  |                      |  |     |  |     |  | (Principal Accounting Officer)                            



S-1