##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to.
 Commission File Number 000-26013
 AURIGA LABORATORIES, INC.
  Delaware(State or other jurisdiction of
    
    84-1334687incorporation or organization)
    
    (I.R.S. Employer Identification No.)2029 Century Park East, Suite 1130Los Angeles, CA
    
    90067(Address of Principal Executive Offices)
    
    (Zip Code)
 (310) 461-3600
 Not Applicable
 Yes þ No o
 Yes o No þ
 APPLICABLE ONLY TO CORPORATE ISSUERS
  Yes o No þ




---



##### 



AURIGA LABORATORIES, INC.
INDEX TO FORM 10-QSB
 PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements.(a)
    
    Consolidated Balance Sheets at March 31, 2007 (unaudited) and December 31, 2006.(b)
    
    Consolidated Statements of Operations for the Three Months Ended March 31, 2007 (unaudited) and March 31, 2006 (unaudited).(c)
    
    Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 (unaudited) and March 31, 2006 (unaudited).(d)
    
    Condensed Notes to Consolidated Financial Statements.Item 2.
    
    Managements Discussion and Analysis or Plan of Operation.Item 3.
    
    Controls and Procedures.PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings.Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.Item 3.
    
    Defaults Upon Senior Securities.Item 4.
    
    Submission of Matters to a Vote of Security Holders.Item 5.
    
    Other Information.Item 6.
    
    Exhibits.SIGNATURESExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



FORWARD-LOOKING STATEMENTS
   
    
    our ability to identify, develop or obtain, and introduce new products;
    
    our ability to successfully conduct clinical and preclinical trials for our new products;
    
    increased competitive pressures from existing competitors and new entrants;
    
    adverse state or federal legislation or regulation that increases the costs of
compliance, or adverse findings by a regulator with respect to existing operations;
    
    our ability to obtain required regulatory approvals to develop and market our product candidates;
    
    our ability to execute our development plan on time and on budget;
    
    fluctuations in general economic conditions;
    
    the loss of customers or sales weakness;
    
    our inability to achieve future sales levels or other operating results;
    
    the unavailability of funds for capital expenditures; and
    
    the risk of product liability claims.
    3




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##### Table of Contents



PART 1. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
 AURIGA LABORATORIES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 MARCH 31, 2007
    
    
    DECEMBER 31, 2006(unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    2,369,678
    
    
    $
    259,580Accounts receivable, net
    
    
    2,370,128
    
    
    
    969,962Inventory
    
    
    737,945
    
    
    
    426,417Prepaid expenses
    
    
    747,265
    
    
    
    756,378Total Current Assets
    
    
    6,225,016
    
    
    
    2,412,337PROPERTY AND EQUIPMENT, net
    
    
    303,877
    
    
    
    326,792OTHER ASSETSIntangibles, net
    
    
    7,679,075
    
    
    
    7,768,476Restricted cash
    
    
    
    
    
    
    75,560Deposits
    
    
    16,775
    
    
    
    16,775Total Other Assets
    
    
    7,695,850
    
    
    
    7,860,811TOTAL ASSETS
    
    $
    14,224,743
    
    
    $
    10,599,940LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    1,701,671
    
    
    $
    1,742,441Accrued expenses
    
    
    1,700,325
    
    
    
    1,263,718Bank notes payable
    
    
    
    
    
    
    62,272Royalties payable
    
    
    1,033,602
    
    
    
    326,308Product licenses payable
    
    
    1,550,000
    
    
    
    800,000Related-party convertible note
    
    
    500,000
    
    
    
    632,000Senior secured promissory notes (net of loan discounts
of $219,350 and $1,006,396 as of March 31, 2007 and
December 31, 2006, respectively)
    
    
    2,249,400
    
    
    
    1,462,354Deposit on stock subscriptions
    
    
    759,000
    
    
    
    Other liabilities
    
    
    4,688
    
    
    
    Total Current Liabilities
    
    
    9,498,686
    
    
    
    6,289,093LONG-TERM DEBTProduct licenses payable
    
    
    
    
    
    
    750,000Total Long-Term Debt
    
    
    
    
    
    
    750,000Total Liabilities
    
    
    9,498,686
    
    
    
    7,039,093STOCKHOLDERS EQUITYPreferred stock: $0.001 par value, 10,000,000 shares
authorized; no shares issued and outstanding
    
    
    
    
    
    
    Common stock: $0.001 par value, 250,000,000 shares
authorized; 42,131,592 and 41,139,390 shares issued
and outstanding as of March 31, 2007 and
December 31, 2006, respectively
    
    
    42,131
    
    
    
    41,139Additional paid-in capital
    
    
    20,523,012
    
    
    
    18,382,385Accumulated deficit
    
    
    (15,839,086
    )
    
    
    (14,862,677
    )Total Stockholders Equity
    
    
    4,726,057
    
    
    
    3,560,847TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    14,224,743

    
    
    $
    10,599,940
   4




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##### Table of Contents



AURIGA LABORATORIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 THREE MONTHS
    
    
    THREE MONTHSENDED
    
    
    ENDEDMARCH 31, 2007
    
    
    MARCH 31, 2006(unaudited)
    
    
    (unaudited)NET REVENUESProducts
    
    $
    6,766,025
    
    
    $
    3,019,301Total Net Revenues
    
    
    6,766,025
    
    
    
    3,019,301COST OF GOODS SOLDMaterials and supplies
    
    
    938,240
    
    
    
    408,683Royalties
    
    
    1,033,662
    
    
    
    492,517Distribution
    
    
    177,548
    
    
    
    134,451Total Cost of Goods Sold
    
    
    2,149,451
    
    
    
    1,035,651GROSS PROFIT
    
    
    4,616,575
    
    
    
    1,983,650OPERATING EXPENSESSales, marketing and trade expenses
(includes non-cash equity instrument
related expenses of $306,773 and $0 for
the three months ended March 31, 2007
and 2006, respectively)
    
    
    1,755,059
    
    
    
    1,627,098General and administrative expenses
(includes non-cash equity instrument
related expenses of $1,059,735 and
$92,116 for the three months ended March
31, 2007 and 2006, respectively.)
    
    
    2,129,381
    
    
    
    1,240,856Research and development expenses
(includes non-cash equity instrument
related expenses of $391,111 and $0 for
the three months ended March 31, 2007
and 2006, respectively)
    
    
    622,288
    
    
    
    154,224Total Operating Expenses
    
    
    4,506,729
    
    
    
    3,022,178INCOME (LOSS) FROM OPERATIONS
    
    
    109,845
    
    
    
    (1,038,528
    )OTHER INCOME(EXPENSES)Interest expense
    
    
    (894,481
    )
    
    
    (59,819
    )Non-cash financing expense
    
    
    
    
    
    
    (1,986,592
    )Other income(expenses)
    
    
    (191,774
    )
    
    
    702Total Other Income(Expenses)
    
    
    (1,086,255
    )
    
    
    (2,045,709
    )LOSS BEFORE TAXES
    
    
    (976,410
    )
    
    
    (3,084,237
    )INCOME TAXES
    
    
    
    
    
    
    NET LOSS
    
    $
    (976,410
    )
    
    $
    (3,084,237
    )NET LOSS PER COMMON SHARE, BASIC AND DILUTED
    
    $
    (0.02
    )
    
    $
    (0.10
    )WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING, BASIC AND DILUTED
    
    
    41,662,766
    
    
    
    30,539,827
   5




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##### Table of Contents



AURIGA LABORATORIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 THREE MONTHS
    
    
    THREE MONTHSENDED
    
    
    ENDEDMARCH 31, 2007
    
    
    MARCH 31, 2006(unaudited)
    
    
    (unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (976,410
    )
    
    $
    (3,084,237
    )Adjustments to reconcile net loss to net cash flows:Provided by (used) by operating activities:Depreciation
    
    
    156,772
    
    
    
    18,774Non-cash expenses for equity instruments issued
for
compensation and services
    
    
    1,757,620
    
    
    
    2,078,708Amortization of notes payable discounts
and finders fees
    
    
    860,156
    
    
    
    23,475Sales returns and allowances
    
    
    632,692
    
    
    
    Changes in assets and liabilities:Restricted cash
    
    
    75,560
    
    
    
    (50,697
    )Receivables
    
    
    (1,400,165
    )
    
    
    1,226,257Inventory
    
    
    (311,528
    )
    
    
    271,103Prepaid expenses
    
    
    (116,872
    )
    
    
    110,079Deposits
    
    
    
    
    
    
    (22,724
    )Accounts payable
    
    
    (59,519
    )
    
    
    (96,699
    )Accrued expenses
    
    
    208,602
    
    
    
    281,785Royalties payable
    
    
    707,294
    
    
    
    (73,427
    )Net cash provided by operating activities:
    
    
    1,534,202
    
    
    
    682,397CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of fixed assets
    
    
    (11,956
    )
    
    
    (134,646
    )Net cash used by investing activities:
    
    
    (11,956
    )
    
    
    (134,646
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net proceeds from exercise of stock options
    
    
    23,124
    
    
    
    Proceeds from stock subscriptions receivable
    
    
    759,000
    
    
    
    578,627Payments of bank notes payable
    
    
    (62,272
    )
    
    
    (512,870
    )Payments of convertible secured notes payable
    
    
    (132,000
    )
    
    
    Purchase of treasury stock
    
    
    
    
    
    
    (22,500
    )Payments on related party loan
    
    
    
    
    
    
    (150,000
    )Net cash provided (used) by financing activities:
    
    
    587,852
    
    
    
    (106,743
    )Net increase in cash
    
    
    2,110,098
    
    
    
    441,008Cash, beginning of period
    
    
    259,580
    
    
    
    12,639Cash, end of period
    
    $
    2,369,678
    
    
    $
    453,647SUPPLEMENTAL CASH FLOW DISCLOSURES:Interest paid
    
    $
    34,325
    
    
    $
    25,971NON-CASH INVESTING AND FINANCINGIntangible acquired with stock
    
    $
    32,500
    
    
    
    Warrant exercised for stock and stock subscription
    
    
    
    
    
    $
    20,000
   6




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##### Table of Contents



AURIGA LABORATORIES, INC. AND SUBSIDIARIES
 CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 (Unaudited)
 1. COMPANY OVERVIEW AND BASIS OF PRESENTATION.
     2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
  Estimates
  Fair Value of Financial Instruments
   7




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##### Table of Contents



Reclassifications
  Cash and Cash Equivalents
  Revenue Recognition
  Accounting for Stock Options and Warrants Granted to Employees and Non-Employees
  Provision for Taxes
  Basic and Diluted Earnings Per Share
  Recent Accounting Pronouncements
   8




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##### Table of Contents



3. ACCOUNTS RECEIVABLE.
  March 31, 2007
    
    
    December 31, 2006Accounts receivable
    
    $
    2,390,233
    
    
    $
    990,149Less: allowance for doubtful accounts
    
    
    20,105
    
    
    
    20,187Accounts receivable, net
    
    $
    2,370,128
    
    
    $
    969,962
  4. INVENTORY.
  March 31, 2007
    
    
    December 31, 2006Product inventory
    
    $
    883,044
    
    
    $
    571,516Less: reserves
    
    
    145,099
    
    
    
    145,099Inventory, net
    
    $
    737,945
    
    
    $
    426,417
  9




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##### Table of Contents



5. INTANGIBLE ASSETS.
    AccumulatedGross Amount
    
    
    Amortization
    
    
    Net Amount
    
    
    Expected LifeLicensing rights/product lines
    
    $
    6,143,248
    
    
    $
    (256,489
    )
    
    $
    5,886,759
    
    
    2-15 yearsSupply/distribution agreements
    
    
    1,700,000
    
    
    
    
    
    
    
    1,700,000
    
    
    15 yearsGoodwill
    
    
    92,316
    
    
    
    
    
    
    
    92,316
    
    
    
    Total
    
    $
    7,935,564
    
    
    $
    (256,489
    )
    
    $
    7,679,075
    
    
    
    
  6. NOTES PAYABLE.
 Bank Notes Payable
  Related-Party Senior Secured Convertible Note
    10




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##### Table of Contents



Related-Party Senior Secured Promissory Note
 ® ®
   Related-Party Senior Secured Promissory Note
     11




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##### Table of Contents



7. Capital Stock.
 Preferred Stock
  Common Stock
  Private Placement
  8. Equity Incentive Plans.
 2006 Equity Incentive Plan
  2007 Equity Incentive Plan
  9. Stock Options.
 2005 Stock Option Plan
   12




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WeightedNumber of
    
    
    Weighted
    
    
    AverageShares
    
    
    Average
    
    
    RemainingSubject to
    
    
    Exercise
    
    
    ContractualIssuance
    
    
    Price
    
    
    Life (in years)Balance, March 31, 2006
    
    
    5,554,547
    
    
    $
    0.60
    
    
    
    9.8Options granted
    
    
    410,188
    
    
    
    0.72Options cancelled
    
    
    (2,117,983
    )
    
    
    0.62Options exercised
    
    
    (15,007
    )
    
    
    0.42Balance, December 31, 2006
    
    
    3,831,745
    
    
    
    0.60
    
    
    
    9.2Options granted
    
    
    
    
    
    
    Options cancelled
    
    
    (140,056
    )
    
    
    0.50Options exercised
    
    
    (25,011
    )
    
    
    0.93Balance, March 31, 2007
    
    
    3,666,678
    
    
    $
    0.61
    
    
    
    8.9Options exercisable (vested) at March 31, 2007
    
    
    1,082,579
    
    
    $
    0.59
    
    
    
    8.8
   2006 Stock Option Plan
   Three Months EndedMarch 31, 2007Risk-free interest rate
    
    4.76%Expected dividend yield
    
    Expected lives
    
    10 yearsExpected volatility
    
    97%
  13




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WeightedNumber of
    
    
    Weighted
    
    
    AverageShares
    
    
    Average
    
    
    RemainingSubject to
    
    
    Exercise
    
    
    ContractualIssuance
    
    
    Price
    
    
    Life (in years)Balance, March 31, 2006
    
    
    
    
    
    $
    Options granted
    
    
    4,186,230
    
    
    
    1.40Options cancelled
    
    
    (457,500
    )
    
    
    2.32Options exercised
    
    
    
    
    
    
    Balance, December 31, 2006
    
    
    3,728,730
    
    
    
    1.29
    
    
    
    9.4Options granted
    
    
    175,000
    
    
    
    0.90Options cancelled
    
    
    (760,280
    )
    
    
    1.03Options exercised
    
    
    
    
    
    
    Balance, March 31, 2007
    
    
    3,143,450
    
    
    $
    1.33
    
    
    
    9.1Options exercisable (vested) at March 31, 2007
    
    
    370,139
    
    
    $
    1.19
    
    
    
    8.8
   2007 Stock Option Plan
   Three Months EndedMarch 31, 2007Risk-free interest rate
    
    4.76 - 4.72%Expected dividend yield
    
    Expected lives
    
    10 yearsExpected volatility
    
    97 to 108%
  14




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WeightedNumber of
    
    
    Weighted
    
    
    AverageShares
    
    
    Average
    
    
    RemainingSubject to
    
    
    Exercise
    
    
    ContractualIssuance
    
    
    Price
    
    
    Life (in years)Balance, December 31, 2006
    
    
    
    
    
    $
    Options granted
    
    
    4,222,500
    
    
    
    1.30Options cancelled
    
    
    (50,000
    )
    
    
    0.65Options exercised
    
    
    
    
    
    
    Balance, March 31, 2007
    
    
    4,172,500
    
    
    $
    1.31
    
    
    
    9.9Options exercisable (vested) at March 31, 2007
    
    
    160,000
    
    
    $
    0.79
    
    
    
    9.9
   10. Common Stock Warrants.
   11. Related-Party Transactions.
 Related-Party Senior Secured Convertible Note
   
    
    Amend the interest rate as follows:
 
    
    For the period from August 4, 2006 through February 14, 2007, the SFP Note shall
bear interest at the annual rate of eight percent (8%); and
    
    For the period from February 15, 2007 through October 15, 2007, the SFP Note
shall bear interest at the annual rate of ten percent (10%);
  15




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##### Table of Contents




    
    Establish the following repayment schedule:
 
    
    One Hundred Thirty Two Thousand Dollars ($132,000) of principal was paid to SFP
on February 15, 2007; and
    
    The remaining Five Hundred Thousand Dollars ($500,000) of principal shall be paid
in equal monthly installments of One Hundred Thousand Dollars ($100,000) beginning on
June 15, 2007 with the final payment due on October 15, 2007;
 
    
    Amend the seniority of the SFP Note such that it is now subordinate in right of payment
to any and all other indebtedness of the Company senior in time to the issuance of the SFP
Note; and
    
    Amend the maturity date of the SFP Note by extending such date to October 15, 2007.
   Related-Party Senior Secured Promissory Note
 ® ®
 pari passu
   Related-Party Senior Secured Promissory Note
   16




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##### Table of Contents



pari passu
   12. Concentrations
 Customers
  Suppliers
  13. Commitments and Contingencies.
 Athlon Pharmaceuticals, Inc. License Agreement
 ® ® ® ® ® ® ® ®
  17




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##### Table of Contents



Auriga Laboratories, Inc. v. Athlon
Pharmaceuticals, Inc. ® ®
   Employment Agreement
 th
 14. Subsequent Events.
 Private Placement
  AFC Note
   18




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##### Table of Contents



LFC Note
  SFP Note
  
 Item 2.
    
    Managements Discussion and Analysis or Plan of Operation.
  OVERVIEW
  ® ® ® ®
 ® ®
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   19




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REVENUE RECOGNITION
  OPERATING EXPENSES
   20




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SELECTED FINANCIAL DATA
  Three months ended
    
    
    Three months endedReconciliation of Gross to Net Revenues
    
    March 31, 2007
    
    
    March 31, 2006Gross revenues
    
    $
    8,899,223
    
    
    $
    3,187,765Less: Sales discounts
    
    
    (1,262,308
    )
    
    
    (168,464
    )Less: Sales returns reserve
    
    
    (870,890
    )
    
    
    Net Revenues
    
    $
    6,766,025
    
    
    $
    3,019,301
  Three months ended
    
    
    Three months endedMarch 31, 2007
    
    
    March 31, 2006Net revenues
    
    $
    6,766,025
    
    
    $
    3,019,301Cost of goods sold
    
    
    (2,149,451
    )
    
    
    (1,035,651
    )Gross profit
    
    
    4,616,575
    
    
    
    1,983,650Operating expenses
    
    
    (4,506,729
    )
    
    
    (3,022,178
    )Income (loss) from operations
    
    
    109,845
    
    
    
    (1,038,528
    )Other expenses
    
    
    (1,086,255
    )
    
    
    (2,045,709
    )Net loss
    
    $
    (976,410
    )
    
    $
    (3,084,237
    )
 RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND THREE MONTHS ENDED MARCH 31,
2006
  Net Revenue ® ® ® ®
 Cost of Goods Sold
 Sales, Marketing and Trade Expenses
 General and Administrative Expense
  21




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Research and Development Expense
 Interest Expense
 LIQUIDITY AND CAPITAL RESOURCES
  ® ®
       22




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® ®
   pari passu
   23




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##### Table of Contents



RISK FACTORS
 Risks Related To Our Business
   ® ®
 
 Item 3.
    
    Controls and Procedures.
   
 PART 2. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
 Auriga
Laboratories, Inc. v. Athlon Pharmaceuticals, Inc. ®
 ® ®
  24




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##### Table of Contents



Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.
  
 Item 5.
    
    Other Information.
    25




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##### Table of Contents



Item 6.
    
    Exhibits.
  ExhibitNumber
    
    Description of Exhibit10.1
    
    Offer Letter to Trevor K. Pokorney, dated February 1, 2007 (accepted by Mr. Pokorney on
February 1, 2007). (1)10.2
    
    Indemnification Agreement by and between the Registrant and Trevor K. Pokorney, dated
March 1, 2007. (2)10.3
    
    Nonstatutory Stock Option granted by the Registrant to Trevor K. Pokorney on February 1,
2007. (3)10.4
    
    Settlement Agreement by and between the Registrant and Athlon Pharmaceuticals, Inc., dated
February 23, 2007. (4)10.5
    
    Employment Agreement entered into between Auriga Laboratories, Inc. and Alan Roberts, dated
March 2, 2007. (5)10.6
    
    Notice of Stock Option Grant issued by Auriga Laboratories, Inc. to Alan Roberts on March 2,
2007. (6)10.7
    
    Indemnification Agreement entered into between Auriga Laboratories, Inc. and Alan Roberts,
dated March 2, 2007. (7)31.1
    
    Certification of the Registrants Principal Executive Officer pursuant to Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as amended. #31.2
    
    Certification of the Registrants Principal Financial Officer pursuant to Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as amended. #32.1
    
    Certification of the Registrants Principal Executive Officer pursuant to 18 U.S.C. § 1350. #32.2
    
    Certification of the Registrants Principal Financial Officer pursuant to 18 U.S.C. § 1350. #
 
 #
    
    Filed herewith.*
    
    Unless otherwise indicated below, the Commission file number to the exhibits are No.
000-26013.(1)
    
    Incorporated herein by reference to Exhibit 10.1 of the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 12, 2007, reporting an
event dated February 12, 2007.(2)
    
    Incorporated herein by reference to Exhibit 10.2 of the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 12, 2007, reporting an
event dated February 12, 2007.(3)
    
    Incorporated herein by reference to Exhibit 10.3 of the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 12, 2007, reporting an
event dated February 12, 2007.(4)
    
    Incorporated herein by reference to Exhibit 10.1 of the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 26, 2007, reporting an
event dated February 23, 2007.(5)
    
    Incorporated herein by reference to Exhibit 10.1 of the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on March 5, 2007, reporting an event
dated March 2, 2007.(6)
    
    Incorporated herein by reference to Exhibit 10.2 of the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on March 5, 2007, reporting an event
dated March 2, 2007.(7)
    
    Incorporated herein by reference to Exhibit 10.3 of the Registrants Current Report on Form
8-K, filed with the Securities and Exchange Commission on March 5, 2007, reporting an event
dated March 2, 2007.
  26




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##### Table of Contents



SIGNATURES
  AURIGA LABORATORIES, INC.Date: April 16, 2007
    By:
    /s/ Philip S. PesinPhilip S. PesinChief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)Date: April 16, 2007
    By:
    /s/ Charles R. BearchellCharles R. BearchellChief Financial Officer
(Principal Accounting and Financial Officer)  27




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit31.1
    
    Certification of the Registrants Principal Executive Officer pursuant to Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of the Registrants Principal Financial Officer pursuant to Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as amended.32.1
    
    Certification of the Registrants Principal Executive Officer pursuant to 18 U.S.C. § 1350.32.2
    
    Certification of the Registrants Principal Financial Officer pursuant to 18 U.S.C. § 1350.