**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB/A**


Amendment
      No. 1





(Mark
      One)


x ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934





For
      the
      fiscal year ended June 30, 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 000-30486





**ADVANCED
      COMMUNICATIONS TECHNOLOGIES, INC.**


(Name
      of
      small business issuer in its charter)





Florida
            
            65-0738251(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)420
                Lexington Avenue, New York, NY
            
            10170(Address
                of principal executive offices)
            
            (Zip
                Code)





( 646)
      227-1600


(Issuer’s
      telephone number)




Securities
      registered pursuant to Section 12(b) of the Act:





None





Securities
      registered pursuant to Section 12(g) of the Act:





Common
      Stock, No Par Value, 5,000,000,000 shares authorized





Check
      if
      the issuer is not required to file reports pursuant to Section 13 or Section
      15(d) of the Exchange Act. o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 þ No o





Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained in this form, and no disclosure will be contained, to the best
      of
      registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o





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


Yes o  No þ





The
      issuer’s revenue for the fiscal year ended June 30, 2007 was
      $9,243,992.





The
      aggregate market value as of September 24, 2007 of the voting common equity
      held
      by non-affiliates is $3,097,305





ISSUER’S
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS





Check
      whether the issuer has filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. Yes o No o





APPLICABLE
      ONLY TO CORPORATE REGISTRANTS





As
      of
      October 29, 2007, there were 4,997,711,570 shares of the Company’s no par value
      common stock issued and outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE: Annual Report on Form 10-KSB filed with the
      Securities and Exchange Commission on September 28, 2007.





Transitional
      Small Business Disclosure Format (check one): Yes o No þ














**Advanced
      Communications Technologies, Inc.**


**Form
      10-KSB/A**


**June
      30, 2007**





**Index**




PagePart
                IIIItem
                9.
            
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(a) of the Exchange Act.Item
                10.
            
            Executive
                Compensation.Item
                11.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.Item
                12.
            
            Certain
                Relationships and Related Transactions, and Director
                Independence.Item
                13.
            
            Exhibits.Item
                14.
            
            Principal
                Accountant Fees and Services.




As
      used
      herein, the terms the “Company,” “Advanced Communications Technologies,” “ACT,”
“we,” “us,” or “our” refer to Advanced Communications Technologies, Inc., a
      Florida corporation.









**Explanatory
      Note**





This
      Amendment No. 1 to the Company’s Annual Report on Form 10-KSB for the year ended
      June 30, 2007 (“Amendment”) is being filed to furnish the information required
      by Part III (Items 9, 10, 11, 12 and 13). This Amendment also amends the
      disclosures made pursuant to Part III, Item 14 contained in the original Annual
      Report on Form 10-KSB for the year ended June 30, 2007 filed by the Company
      on
      September 28, 2007 (the “Form 10-KSB”). This Amendment is limited in scope to
      the items identified above and should be read in conjunction with Form 10-KSB.
      The Amendment does not reflect events occurring after the filing of the Form
      10-KSB on September 28, 2007 and, other than the furnishing of the information
      identified above, does not modify or update the disclosure in the Form 10-KSB
      in
      any way.







**PART
      III.**





**Item
      9. Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance Compliance; Compliance with Section 16(a) of the Exchange
      Act.**





**Executive
      Officers and Directors**





**Name**
            
            **Age**
            
            **Position
                Held with Generex**Wayne
                I. Danson
            
            54
            
            President,
                Chief Executive Officer and DirectorJohn
                E. Donahue
            
            58
            
            Vice
                President and Chief Financial OfficerSteven
                J. Miller
            
            49
            
            Chief
                Operating OfficerWilbank
                J. Roche
            
            61
            
            DirectorJohn
                G. Ball
            
            68
            
            DirectorJohn
                R. Black
            
            43
            
            DirectorThomas
                R. Ketteler
            
            64
            
            DirectorWilliam
                J. Nolan IV
            
            33
            
            DirectorGerald
                E. Wedren
            
            70
            
            Director





All
      directors are elected to hold office until the next annual meeting of
      stockholders following election and until their successors are duly elected
      and
      qualified. Executive officers are appointed by the Board of Directors and serve
      at the discretion of the Board. There is no family relationship between any
      director and any executive officer.





**Wayne
      I. Danson** ***.*** **** ****** Mr.
      Danson has served as a Director since January 3, 2000, as President since April
      30, 2002, and as Chief Executive Officer since June 7, 2005. He served as our
      Chief Financial Officer from December 1, 1999 until September 25, 2006. Mr.
      Danson also serves as Chief Executive Officer and Chairman of the Board of
      Encompass. Mr. Danson is the Managing Director and Founder of Danson Partners,
      LLC, a financial advisory firm that specialized in middle market companies
      in
      the real estate and technology industries. Prior to forming Danson Partners,
      LLC
      in May 1999, Mr. Danson was Managing Director of PricewaterhouseCoopers LLP’s
      Real Estate Capital Markets Group. Prior to rejoining PricewaterhouseCoopers
      in
      1996, Mr. Danson was a Managing Tax Partner with Kenneth Leventhal & Company
      in New York and Washington D.C., where he was also Kenneth Leventhal’s National
      Director of its International and Debt Restructure Tax Practices. Prior to
      his
      involvement with Kenneth Leventhal in 1988, Mr. Danson was a Managing Director
      with Wolper Ross & Co., Ltd. in New York, a closely held financial services
      company specializing in financial tax, pension consulting, designing financial
      instruments and providing venture capital and investment banking services.
      Mr.
      Danson graduated with honors from Bernard M. Baruch College with a BBA in
      Accounting and an MBA in Taxation. He is a certified public accountant and
      a
      member of the AICPA and the New York State Society of CPAs. Mr. Danson currently
      serves as a director of Herborium Group, Inc., the common stock of which is
      traded on the Over-the-Counter Bulletin Board under the symbol “HBRM.” Mr.
      Danson is the former President of Live Warehouse, Inc., a California corporation
      and subsidiary of Pacific Magtron International Corp., both of which filed
      for
      bankruptcy protection in May 2005.





**John
      E. Donahue** .
      Mr.
      Donahue has served as our Chief Financial Officer since September 25, 2006.
      Mr.
      Donahue served as Vice President and Chief Financial Officer of Online Benefits
      Inc., (a privately held HR solutions firm that provides internet based
      applications for administering, communicating and presenting HR related
      information and data) from August 1999 until joining us. Prior to that, Mr.
      Donahue served as an Executive Vice President and Chief Financial Officer of
      Lead America, a marketer of insurance products to customers of financial
      institutions, Managing Director of Oxbridge Incorporated, a boutique investment
      banking firm, Chief Financial Officer at Mast Resources Inc., a merchant bank,
      and Chief Financial Officer at Catalyst Energy Corp., a NYSE-listed independent
      power producer. Mr. Donahue was with Price Waterhouse from September 1972 to
      March 1985, including serving as a Senior Audit Manager. He holds a B.A. in
      Economics from Holy Cross College and an MBA from Rutgers University. Mr.
      Donahue is a former member of the Board of Directors of Pacific Magtron
      International Corp. Pacific Magtron and its subsidiaries filed for bankruptcy
      protection in May 2005.









**Steven
      J. Miller** .
      Mr.
      Miller has served as our Chief Operating Officer since September 25, 2006.
      For
      the past ten years, Mr. Miller served as Senior Director of Service Operations
      for N.E.W. Customer Service Companies, Inc., the nation’s largest privately-held
      third-party administrator/reinsurer providing warranty policies for consumer
      electronic goods. There, Mr. Miller built and managed the team that developed
      new service offerings and delivered more than 3 million service events per
      year,
      representing $400 million in claims payments. Prior to this, he was the Director
      of North American Service Operations with Sharp Electronics with responsibility
      for all North American parts distribution, board level repairs and product
      refurbishment operations at Sharp’s headquarters in Romeoville, IL. Previously,
      for ten years he was responsible for shop and field service as well as parts
      inventory and parts sales for several large-market locations for General
      Electric/RCA, where he was Area Manager for GE Consumer Services. Mr. Miller
      is
      a past Board Member of NESDA (National Servicing Dealers Association of America)
      recently completing a three-year revolving membership. He earned his Bachelor’s
      Degree in Business Administration from The Detroit Institute of
      Technology.





**Wilbank
      J. Roche** .
      Mr.
      Roche was appointed a Director on March 25, 1999 and is currently a principal
      with the law firm of Roche & Holt in Los Angeles, California. Mr. Roche was
      an honors graduate from the University of Southern California in 1976, as well
      as from Loyola University School of Law, Los Angeles, in 1979. He was admitted
      to the California State Bar in 1979 and has been practicing law actively since
      that time. Mr. Roche worked for law firms in the Los Angeles area from 1976
      to
      1983, when he opened his own office. In 1985, he formed Roche & Holt. Mr.
      Roche’s law practice has revolved largely around representing small businesses
      and their owners. In that regard, he has provided legal services in connection
      with the formation, purchase, sale, and dissolution of numerous entities, as
      well as in connection with their on-going operations.





**John
      G. Ball** .
      Mr.
      Ball is a cofounder and principal with XRoads Solutions Group, a 125 person
      professional services firm formed in 1997 where he leads the services and
      manufacturing practices. While at XRoads, he has been involved in leading and
      advising a number of temporary staffing firms. Prior to XRoads, Mr. Ball was
      a
      partner of High Performance Partners, a firm of financial, strategic planning,
      marketing and turnaround consultants from 1989 to 1997. In May 2007, Mr. Ball
      was appointed as a director of Westaff, Inc., a publicly traded light industrial
      staffing business based in California, and is a member of the Primary and
      Secondary Committees of the Compensation Committee of the Board of Directors
      of
      Westaff.




**John
      R. Black** .
      Mr.
      Black is currently a managing director with H.I.G. Capital, a private equity
      firm headquartered in Miami with offices in Atlanta, Boston, San Francisco,
      London, Paris and Hamburg. He has 11 years of experience investing in middle
      market transactions. Prior to H.I.G. Capital, Mr. Black was a senior
      professional with several leading consulting firms, including Ernst & Young,
      where he began his business career. He sits on the boards of several portfolio
      companies of H.I.G. Capital as well as Westaff, a publicly traded light
      industrial staffing business based in California. Mr. Black graduated from
      Harvard University in 1987 with a dual degree in applied mathematics and
      economics.




**Thomas
      R. Ketteler** .
      Mr.
      Ketteler is currently a consultant to Schottenstein Stores Corporation ("SSC")
      and a special advisor to the independent directors of American Eagle Outfitters.
      Previously, Mr. Ketteler served as Executive Vice President of Finance and
      Treasurer of Schottenstein Stores Corporation ("SSC"), a private company owned
      by the Schottenstein-Deshe-Diamond families. Mr. Ketteler served SSC as Chief
      Operating Officer from April 1995 through 2000, as a Director since 1985 and
      Vice President of Finance since 1981. Prior to SSC, he was a partner in the
      firm
      of Alexander Grant and Company, Certified Public Accountants. Mr. Ketteler
      has
      served as an officer and director of various other corporations owned or
      controlled by the Schottenstein family, the members of which beneficially own
      over ten percent of the common stock of American Eagle Outfitters, Inc. From
      1994 through 2003, Mr. Ketteler served as a director of American Eagle
      Outfitters, Inc., the common stock of which is listed on the New York Stock
      Exchange.









**William
      J. Nolan IV** .
      Mr.
      Nolan is currently a principal with H.I.G. Capital, a private equity firm
      headquartered in Miami with offices in Atlanta, Boston, San Francisco, London,
      Paris and Hamburg. Prior to joining H.I.G. in 2003, he worked as a management
      consultant with Bain & Company in its private equity and consumer product
      practices. He sits on the boards of directors for several of H.I.G. Capital’s
      portfolio companies. Mr. Nolan earned an M.B.A. from Harvard Business School
      with High Honors in 2001 and a B.Cp.E from Villanova University in
      1996.




**Gerald
      E. Wedren** .
      Mr.
      Wedren is currently the owner and President of Craig Capital Co., a Washington
      D.C. and Miami based firm concentrating on mergers and acquisitions, business
      turnarounds and liquidations since 1972. Since 1960, he has been associated
      with
      several firms in both business and legal capacities. Mr. Wedren was the owner
      and President of Little Tavern Shops, a chain of approximately 30 fast food
      restaurants in the Washington, D.C. and Baltimore, M.D. areas from 1981 to
      1988.
      He currently is a director and chairman of the Compensation Committee of
      American Eagle Outfitters, Inc., having served since 1998. In May 2007, Mr.
      Wedren was appointed as a director of Westaff, Inc., a publicly-traded light
      industrial staffing business based in California, and serves as a member of
      its
      Audit Committee and Nominating and Governance Committee.





In
      connection with a recapitalization of the Company, which resulted in HIG Capital
      L.L.C. becoming the beneficial owner of approximately 72% of the equity and
      voting interests in the Company on a fully-diluted basis, three of the Company’s
      directors, Randall Prouty, Dr. Michael Finch and Jonathan Lichtman, resigned
      from the Board of Directors on August 17, 2007. At that time, the number of
      directors constituting the board of directors was increased to seven, and Mr.
      Ball, Mr. Black, Mr. Ketteler, Mr. Nolan and Mr. Wedren were appointed to fill
      the vacancies on the board.  Wayne
      I.
      Danson, our Chief Executive Officer, and Wilbank Roche did not resign from
      the
      Board as a result of the recapitalization and each continues to serve as a
      director. Our Board now consists of seven directors, six of whom are independent
      of ACT management.




On
      July
      19, 2006, Martin Nielson resigned from all offices and other positions that
      he
      held with the Company, including his positions as Senior Vice President of
      the
      Company and Chief Executive Officer of Encompass, and its wholly-owned
      subsidiaries. Mr. Nielson's resignation was effective as of June 24, 2006,
      the
      date on which his Amended Employment Agreement with the Company and Encompass
      expired according to its terms.





**Other
      Significant Employees**





*Lisa
      A. Welton, President and Chief Executive Officer of Cyber-Test,
      Inc* From
      1990 to June 3, 2004, Ms. Welton served as President and Chief Executive Officer
      of Cyber-Test, where she was responsible for overseeing the company’s
      operational, marketing, contractual, and communications efforts, including
      business development and growth. Upon our acquisition of Cyber-Test's assets,
      Ms. Welton was appointed to the same offices and given the same responsibilities
      with Cyber-Test. From 1987 to 1989, Ms. Welton served as the National Director
      of Business Development for Charlan Brock and Associates, an International
      architectural firm specializing in hotels and high-end custom home developments,
      where she secured architectural contracts for the firm’s clients in the United
      States and Europe. From 1985 to 1987, Ms. Welton was Senior Account Manager
      at
      Robison, Yesawich and Pepperdine, an advertising and public relations firm,
      where she coordinated hotel property grand openings and all subsequent press
      events. Ms. Welton graduated from the University of Wisconsin with a BS degree
      in advertising and marketing.




*Thomas
      Sutlive, Sr. Vice President of Cyber-Test, Inc* .
      From
      August 1995 to June 3, 2004, Mr. Sutlive was employed by Cyber-Test, where
      he
      served as Vice President, since January 2004, and was responsible for the
      overall service structure and establishment of purchasing policies and
      procedures. Upon our acquisition of Cyber-Test's assets, Mr. Sutlive was
      appointed to the same offices and given the same responsibilities with
      Cyber-Test. Prior to Mr. Sutlive’s appointment to Vice President, he served as
      Cyber-Test’s Director of Operations from September 1999 to January 2004 and
      Purchasing Manager from August 1995 to September 1999. From 1989 to 1995, Mr.
      Sutlive was Lead Electric Technician with Sprague Electric, where he handled
      the
      operational readiness of specialized precision manufacturing equipment. Mr.
      Sutlive previously held the position of Systems Analyst with Dyncorp, a defense
      contractor, where he was responsible for generating failure analyses for naval
      missile tracking systems. Mr. Sutlive earned a bachelors degree from the
      University of Georgia and served six honorable years with the United States
      Navy.




*Robert
      Coolidge, President of Vance Baldwin, Inc* .
      Since
      August 1990, Mr. Coolidge has been employed by Vance Baldwin, Inc, where he
      served as General Manager, since 1994, and was responsible for business
      development and marketing. In 2001, Mr. Coolidge was promoted to Vice President
      and subsequently he was promoted to Senior Vice President responsible for
      business development, national sales and vendor relations, IT management and
      development, as well as integration management. Upon our acquisition of the
      stock of Vance Baldwin on August 17, 2007, Mr. Coolidge was appointed as the
      President of Vance Baldwin. Mr. Coolidge graduated from Western Carolina
      University in 1990 with a Bachelor of Science in Business Administration with
      a
      concentration in marketing and computer science.









*Fred
      Baldwin, Chief Executive Officer of Vance Baldwin, Inc.* Since
      1973, Mr. Baldwin has been employed by Vance Baldwin, Inc. and in 1984, he
      was
      appointed President and Chief Executive Officer. Upon our acquisition of the
      stock of Vance Baldwin on August 17, 2007, Mr. Baldwin resigned as President
      of
      Vance Baldwin. Mr. Baldwin graduated from Florida State University with a
      Bachelor's degree in Marketing and Finance.




**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Exchange Act requires that our directors and executive officers,
      and any persons who own more than ten percent of our common stock, file with
      the
      SEC initial reports of ownership and reports of changes in ownership of our
      common stock and other equity securities. Such persons are required by SEC
      regulations to furnish us with copies of all such reports that they file. To
      our
      knowledge, based upon our review of these reports, all Section 16 reports
      required to be filed by our directors, executive officers and beneficial owners
      during the fiscal year ended June 30, 2007 were filed on a timely basis with
      the
      exception of the following report. The Statement of Changes in Beneficial
      Ownership of Securities on Form 4 filed by Wayne Danson on September 19, 2006
      was filed late. This Form 4 disclosed the issuance to Mr. Danson on September
      13, 2006 of 50 shares of our Series A-1 Preferred in a private placement
      convertible into 62,500,000 shares of our common stock.





**Code
      of Ethics**





In
      April
      2004, we established a Code of Business Conduct and Ethics (the "Code"),
      applicable to all of our employees, including our principal executive,
      accounting and financial officers, which states that we are committed to the
      highest standards of legal and ethical conduct. This Code sets forth our
      policies with respect to the way we conduct ourselves individually and operate
      our business. The provisions of this Code are designed to deter wrongdoing
      and
      to promote honest and ethical conduct among our employees, officers and
      directors. The Code is incorporated by reference to Exhibit 14.1 to the
      Company’s Form 10-KSB filed with the SEC on November 3, 2004. We will satisfy
      our disclosure requirement under Item 5.05 of Form 8-K regarding certain
      amendments to, or waivers of, any provision of our Code by posting such
      information on our corporate website. We will provide a copy of the Code,
      without charge, upon request. You may request a copy of the Code by writing
      to
      the Company’s corporate office located at 420 Lexington Avenue, Suite 2739, New
      York, NY 10170.





**Corporate
      Governance**





*Procedures
      for Nomination of Directors by Security Holders*





There
      were no material changes to the procedures for nomination of directors by ACT’s
      security holders during the year ended June 30, 2007.





*Audit
      Committee*





ACT
      has a
      separately-designated standing Audit Committee, which was established on May
      15,
      2001 in accordance with Section 3(a)(58)(a) of the Exchange Act. During fiscal
      2007, the Audit Committee was composed of Randall Prouty, who served as Chairman
      of the Audit Committee, and Dr. Michael Finch, each of whom resigned on August
      17, 2007 in connection with the recapitalization. Each of Messrs. Prouty and
      Finch met the criteria for independence for audit committee members set forth
      in
      Rule 10A-3(b)(1) promulgated under the Exchange Act and under the relevant
      Marketplace Rules of The NASDAQ Stock Market LLC. On September 20, 2007, Messrs.
      Ball, Ketteler and Wedren were appointed to our Audit Committee, each of whom
      met such independence criteria. Mr. Ketteler was appointed as the Chairman
      of
      the Audit Committee.





*Audit
      Committee Financial Expert*





During
      fiscal 2007, we did not have an "audit committee financial expert" as defined
      under Item 407(d)(5) of Regulation S-B. On September 20, 2007, the Board of
      Directors determined that Mr. Ketteler met such criteria for the audit committee
      financial expert. Mr. Ketteler, a member of the Audit Committee and its
      chairman, an “audit committee financial expert” and is “independent,” as these
      terms are defined under applicable SEC and NASDAQ rules.









**Item
      10. Executive Compensation.**





**Summary
      Compensation of Executive Officers**





The
      table
      below sets forth information concerning compensation paid to Wayne I. Danson,
      John E. Donahue and Steven J. Miller in the fiscal year ended June 30, 2007.
      None of our executive officers other than Messrs. Danson, Donahue and Miller
      received compensation of $100,000 or more in fiscal 2007. Mr. Nielson, who
      served as our Executive Vice President for less than a month of fiscal 2007,
      earned no compensation in fiscal 2007 and, therefore, is not included in the
      table below. As set forth below, our compensation program for our executive
      officers consists of base salary and stock option awards.




**Summary
      Compensation Table**





Name
                and Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
                Awards
              ($)
            
            Option
                Awards
              ($)
            
            Non-Equity
                Incentive Plan Compen-sation
              ($)
            
            Nonqualified
                Deferred Compensa-tion
              Earnings
              ($)
            
            All
                Other Compensa-tion ($)
            
            Total
                ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)Wayne
                I. Danson
              President,
                Chief Executive Officer and Director
            
            
            2007
            
            $
            287,500
            (1)
            $
            50,000
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            337,500John
                E. Donahue
              Vice
                President and Chief Financial Officer
            
            
            2007
            
            $
            192,308
            
            $
            0
            
            $
            45,000
            (2)
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            237,308Steven
                J. Miller
              Chief
                Operating Officer
            
            
            2007
            
            $
            134,615
            
            $
            0
            
            $
            45,000
            (2)
            $
            0
            
            $
            0
            
            $
            0
                $0
            
            $
            0
            
            $
            179,615





(1)  Does
      not
      include $310,000 of deferred compensation evidenced by a six year promissory
      note issued on August 17, 2007 to Danson Partners, LLC, an affiliate entity
      of
      Wayne Danson. Such deferred compensation includes $125,000 of unpaid fiscal
      2005
      bonus, $17,425 of accrued interest on such bonus and $167,575 of prior unpaid
      salary.





(2)  The
      amounts in column (e) reflect the dollar amount recognized for financial
      statement reporting purposes for the fiscal year ended June 30, 2007, in
      accordance with SFAS 123(R) of stock awards and thus include amounts from awards
      granted in and prior to fiscal 2007, specifically 50,000,000 shares of common
      stock were granted to each of Messrs. Donahue and Miller on September 25, 2006.
      These shares are valued at $0.0009 per share and vested 20% on September 25,
      2006 and 30% on September 26, 2007. The remaining 50% will vest on September
      26,
      2008. Assumptions used in the calculation of this amount are included in Note
      8
      of our audited financial statements for the fiscal year ended June 30, 2007
      included in Part II - Item 7 included in our Annual Report on Form 10-KSB filed
      with the SEC on September 28, 2007. In
      addition, as a result of the change in control, the vesting of an aggregate
      of
      80,000,000 shares of restricted stock previously issued to Messrs. Donahue
      and
      Miller as a bonus in connection with the recapitalization was accelerated as
      described more fully in the section “Employment Agreements and Post-Termination
      or Change-of-Control Payments” of this Amendment.










**Employment
      Agreements and Post -Termination or Change-of-Control
      Payments**





*FY
      2007*





*Wayne
      I. Danson*




On
      June
      7, 2005, we entered into a Services Agreement with Wayne I. Danson and Danson
      Partners, LLC, a limited liability company of which Mr. Danson is a principal.
      The Services Agreement was effective as of January 1, 2005 and expired on
      December 31, 2006.





Under
      the
      Services Agreement, Danson Partners provided Mr. Danson’s services to us, and in
      such capacity, Mr. Danson served as our Chief Executive Officer, President
      and
      Chief Financial Officer. Mr. Danson also agreed to serve as a member of our
      Board of Directors and as a director and officer of each of our subsidiaries
      without additional compensation.





Under
      the
      Services Agreement, we paid Danson Partners an annual base fee of $250,000.
      Danson Partners also received (i) a cash bonus of $250,000, including $50,000,
      which was paid in July 2004, and $75,000, which was paid in January 2005, with
      the remaining $125,000 to be earned as of August 1, 2005 and paid on or before
      August 31, 2005 (such amount was paid in connection with the recapitalization
      in
      the form of a six year promissory note in the aggregate principal amount of
      $310,000 issued on August 17, 2007 to Danson Partners, LLC, an affiliate entity
      of Wayne Danson) and (ii) a share bonus of 200,000,000 fully vested shares
      of
      our common stock which were issued contemporaneously with the execution of
      the
      Services Agreement. We also insured Mr. Danson under a $2,000,000 term life
      insurance policy, the beneficiary of which was Mr. Danson’s wife, and under a
      $2,000,000 key man life insurance policy, of which we were the
      beneficiary.





On
      March
      14, 2007, we entered into a two-year employment agreement with Mr. Danson
      pursuant to which Mr. Danson agreed to continue serving as our President and
      Chief Executive Officer. The employment agreement was effective as of January
      1,
      2007 and terminated on August 17, 2007 in connection with the recapitalization
      described herein.





Under
      the
      employment agreement, Mr. Danson was entitled to receive a base salary of
      $350,000 in the first year of employment and a base salary of $400,000 in the
      second year. Mr. Danson was also eligible to earn a signing bonus of $50,000
      upon execution of the Agreement which was payable on May 15, 2007 or earlier
      if
      we received certain financing and a bonus of between $250,000 and $500,000,
      as
      determined by our Compensation Committee, upon the consummation of certain
      acquisition transactions. In the employment agreement, we acknowledged accrued
      compensation owed pursuant to Mr. Danson’s recently expired Services Agreement
      in the amount of $342,575 which was payable on May 15, 2007, or earlier if
      we
      received certain financing. Certain of the payments owed to Mr. Danson under
      his
      employment agreement were paid as described below under the heading
“Post-Recapitalization.”





*John
      E. Donahue and Steven J. Miller*





On
      September 25, 2006, we entered into employment agreements with John E. Donahue
      and Steven J. Miller pursuant to which Mr. Donahue would serve as our Chief
      Financial Officer and Mr. Miller would serve as our Chief Operating Officer.
      These agreements were in place prior to the recapitalization. Under these
      employment agreements, Mr. Donahue was entitled to receive a base salary of
      $250,000 in the first and second years of employment and a base salary of
      $275,000 in the optional year, if we exercised our option. Mr. Miller was
      entitled to receive a base salary of $175,000 in the first year of employment,
      $200,000 in the second year and $225,000 in the optional year. The remaining
      terms of the employment agreements of Mr. Donahue and Mr. Miller are identical
      and are as follows:





·
            Each
                agreement was effective as of September 25, 2006 and expired on the
                second
                anniversary thereof unless terminated earlier in accordance with
                its
                terms.





·
            Each
                executive received an award of 50,000,000 restricted shares of common
                stock, priced at the closing price per share as of the date of grant,
                of
                which (i) 10,000,000 shares shall be vested immediately upon September
                25,
                2006, (ii) 15,000,000 shares will fully vest on September 26, 2007,
                and
                (iii) 25,000,000 shares will fully vest on September 26, 2008; provided,
                as to each vesting traunche, that the executive is then employed
                by us.









·
            For
                each fiscal year or portion thereof during the term of each employment
                agreement, each executive was eligible to receive a discretionary
                annual
                performance bonus, in cash, options to purchase shares of common
                stock
                and/or restricted shares of common stock, in an amount determined
                by the
                Compensation Committee.





·
            We
                were obligated to provide a $1,000,000 term life insurance policy
                on each
                executive and to insure each executive under a $2,000,000 key man
                life
                insurance policy.





The
      agreements also provided for various post-termination and change-in-control
      payments to Messrs. Donahue and Miller. HIG’s investment and purchase of shares
      of the Series C Preferred in connection with the recapitalization constituted
      a
“change-in control” under the agreements, and we terminated the agreements. As
      described below under the heading “Post-Recapitalization,” in connection with
      the termination of their September 25, 2006 agreements, Messrs. Donahue’s and
      Miller’s unvested stock awards became immediately vested Under their agreement,
      a “change of control” was defined as any one of the following:





(i)  The
      date
      a “change in ownership” of ACT occurs as determined under the Treasury
      Regulations promulgated under Code Section 409A;




(ii)  The
      date
      a “change in effective control” occurs as determined under the Treasury
      Regulations promulgated under Code Section 409A; or




(iii)  The
      date
      a “change in ownership of a substantial portion of the corporation’s assets”
occurs as etermined under the Treasury Regulations promulgated under Code
      Section 409A. However, a change in ownership of a substantial portion of the
      corporation’s assets will not occur unless a person or group acquires (or has
      acquired during the 12-month period ending on the date of the most recent
      acquisition) assets from ACT that have a total gross fair market value equal
      to
      or more than 40 percent of the total gross fair market value of all of the
      assets of ACT immediately prior to such acquisition or
      acquisitions.





*Martin
      Nielson*





On
      June
      24, 2004, we entered into a two-year employment agreement, as amended effective
      June 1, 2005, with Mr. Martin Nielson, our former Senior Vice President,
      Acquisitions. Mr. Nielson’s employment contract expired by its terms on June 23,
      2006. Under the terms of the employment agreement Mr. Nielson was entitled
      to
      earn up to 50,000,000 shares of our restricted stock valued at $.01 per share
      to
      vest over a two year period. On July 1, 2005, 12,500,000 shares of restricted
      common stock vested and were issued to Mr. Nielson. Under the terms of a general
      release and settlement agreement with Mr. Nielson entered into on July 19,
      2006,
      the unvested portion of the common stock grant or 37,500,000 shares valued
      at
      $375,000 was forfeited by Mr. Nielson.





*Post-Recapitalization*





Prior
      to
      the recapitalization, we were obligated to pay approximately $1,048,000 for
      accrued and unpaid management compensation, unreimbursed business expenses
      and
      the outstanding principal balance and accrued interest with respect to an
      unsecured promissory note dated April 24, 2006 issued by us to Wayne Danson.
      We
      satisfied the outstanding debts with management with an aggregate payment of
      approximately $488,000 and an agreement with Mr. Danson’s consulting company to
      pay the consulting company $310,000, plus interest accruing at the rate of
      7%
      per annum, upon the earlier of a change of control of us or the six-year
      anniversary of the closing of the transactions described herein. Mr. Danson
      also
      agreed to restructure a potential $250,000 bonus until such time as we satisfy
      certain milestones as described in Mr. Danson’s employment agreement (described
      below). In addition, each of Messrs. Danson, Donahue and Miller exchanged,
      in
      the aggregate, 275 (or $275,000) shares of our Series A-1 Preferred for our
      Series A-2 Preferred.





On
      August
      17, 2007, and in connection with the recapitalization, we entered into an
      employment agreement with Wayne I. Danson to serve as our Chief Executive
      Officer and President. Under this agreement, we agreed to cause Mr. Danson
      to
      continue as one of our directors, and Mr. Danson agreed to serve as a director.
      In addition, at the request of our Board of Directors he will serve as a
      director or officer of any of our subsidiaries without additional compensation.
      Mr. Danson receives a base salary of $300,000 per year; if he earns a “success
      bonus” (as defined below), his base salary will be increased to $325,000 for the
      remaining employment term. Among other benefits, Mr. Danson receives an auto
      allowance of $750 per month. In addition, Mr. Danson is eligible to receive
      (i)
      a “success bonus,” which represents his deferred existing bonus in the amount of
      $250,000 to which he will be entitled if certain milestones, as specified in
      the
      agreement, are met, and (ii) an “exit bonus” to which, subject to certain
      conditions, he will be entitled if a change of control occurs while he is
      employed by us. In the event certain conditions are satisfied and a change
      of
      control occurs after Mr. Danson’s employment is terminated without “cause” or he
      resigns for “good reason”, Mr. Danson will be entitled to 50% of the “exit
      bonus”.









On
      the
      August 17, 2007, and in connection with the recapitalization, we entered into
      employment agreements with John E. Donahue to serve as our Vice President and
      Chief Financial Officer and Steven J. Miller to serve as our Chief Operating
      Officer. Under their respective agreements, Mr. Donahue’s base salary is
      $237,500 per year, and Mr. Miller’s base salary is $187,500 per year. In
      addition, to the extent a “success bonus” is earned, Messrs Donahue and Miller’s
      base salary will increase to $250,000 and $225,000 respectivley.





Certain
      terms of the employment agreements of Messrs. Danson, Donahue and Miller are
      identical and are set forth below:





·
            Each
                executive is eligible to receive a “performance bonus.” A “performance
                bonus” is equal to a variable percentage of the executive’s base salary,
                determined by measuring actual EBITDA (as defined therein) against
                the
                target EBITDA (as defined therein) of any fiscal year during which
                the
                executive was employed for any portion of that year.




·
            Subject
                to certain conditions, the executive will receive a one time “exit bonus”,
                which will be payable to the executive in cash not later than 30
                days
                after a “Disposition Event” (as defined therein). The amount of the exit
                bonus will be determined pursuant to a formula set forth in the respective
                employment agreement, and will depend on executive’s current employment
                with us or the circumstances of executive’s termination of employment with
                us, but in no event will exceed $2,500,000 in the aggregate for Messrs.
                Danson, Donahue and Miller. In no event will the sum of the exit
                bonus and
                any other amounts required to be taken into account under Section
                280G of
                the Code in connection with the Disposition Event exceed 299% of
                the
                executive’s “Base Amount” as determined pursuant to Section 280G of the
                Code.




·
            The
                employment agreement contains restrictive covenants prohibiting the
                executive from competing with us or soliciting our employees or customers
                for another business during the term of the agreement and for a period
                of
                2 years after termination or the end of the employment term. In the
                event
                the Severance Period (as defined below) is equal to six months, such
                restrictive covenants will survive for a period of 1 year after
                termination or the end of
                employment.




·
            We
                are obligated to provide a $2,000,000 term life insurance policy
                on the
                executive’s life, with a beneficiary of his choosing, and, at our option,
                may insure the executive under a key man life insurance
                policy.




·
            We
                may terminate the employment agreement for “cause” as defined therein or
                in the event that the respective executive becomes “Permanently Disabled”
                as defined therein. The executive may terminate his agreement for
“Good
                Reason” as defined therein. The employment agreement will automatically
                terminate upon the executive’s death.




The
      agreements provide for the following post-termination and change-in-control
      payments to Messrs. Danson, Donahue and Miller:





·
            In
                the event that we terminate the executive’s employment without cause, we
                will pay to the executive (i) any accrued base salary and reimbursement
                for business expenses and, if applicable, auto expenses incurred
                prior to
                the termination date, (ii) any unpaid success and/or performance
                bonus, to
                the extent such bonus has been earned and (iii) a severance payment
                (the
                “Severance Payment”) equal to the additional amount of base salary which
                would have been payable to the executive during the six-month period
                immediately following the termination date or, if the executive earned
                a
                success bonus prior to termination, the twelve-month period immediately
                following the termination date (the “Severance Period”), which Severance
                Payment will be paid in accordance with our standard payroll practices
                over the course of the Severance Period after the date on which the
                executive incurs a “separation from service,” as such term is defined in
                Internal Revenue Code.









·
            In
                the event that the executive’s employment is terminated for any reason, we
                will pay to the executive any accrued base salary and reimbursement
                for
                business expenses and, if applicable, auto expenses incurred prior
                to the
                termination date and any accrued unpaid success and/or performance
                bonus,
                to the extent such bonus has been earned, which amounts shall be
                payable
                in cash to the executive in a lump sum no later than 30 days after
                the
                termination date. In addition, if we terminate the executive’s employment
                for any reason other than for Cause or by the executive for Good
                Reason,
                the executive will be deemed to have earned (i) a performance bonus
                if 270
                days have passed in any fiscal year, which performance bonus will
                be paid
                on a pro rata basis for the period of time the executive was employed
                prior to termination and (ii) a success bonus if the conditions set
                forth
                in the agreement occur within three months of such
                termination.




·
            We
                will indemnify the executive for any losses, damages, claims, costs
                and
                expenses incurred by the executive resulting from any act or omission
                of
                us or from our failure to perform any of our obligations under the
                respective agreement.




Under
      the
      terms of their prior employment agreements with us, Messrs. Donahue and Miller
      were entitled to each receive and aggregate of 40,000,000 shares of our
      restricted common stock upon a “change of control” as defined in the agreements.
      HIG’s investment and purchase of shares of the Series C Preferred constituted
      such a “change in control.” Therefore, our Board of Directors has granted and
      anticipates awarding an aggregate of 80,000,000 shares of restricted stock
      to
      Messrs. Donahue and Miller upon the filing of the amended Articles of
      Incorporation authorizing additional shares of common stock as described
      herein.




**Equity
      Awards in 2007**





During
      fiscal year 2007, our Compensation Committee recommended, and our full Board
      of
      Directors approved, stock awards to each of John E. Donahue and Steven J. Miller
      in the amount of 50,000,000 shares of our restricted common stock. The awards
      were granted on September 25, 2006 following each individual’s election as an
      executive officer on the same date. The restricted common stock was awarded
      pursuant to our 2005 Stock Plan. The stock awards were valued at $.0009 on
      the
      date of grant or $45,000 to each executive.





In
      connection with the recapitalization described herein, our Board of Directors
      approved the issuance of options representing an aggregate of 10.5% of the
      available pool under our amended and restated stock plan to the following our
      following executive officers pursuant to the terms of separate option
      agreements:





Wayne
                I. Danson,
              President
                and CEO
            
            
            4.5
            %John
                E. Donahue
              VP
                and CFO
            
            
            2.0
            %Steven
                J. Miller
              COO
            
            
            3.5
            %Robert
                Coolidge, President, Vance Baldwin, Inc.
            
            
            0.5
            %





Messrs.
      Danson’s, Donahue’s and Miller’s options will vest according to the following
      schedule:





·
            25%
                of the options awarded will be vested
                immediately,





·
            37.5%
                of the options awarded will vest quarterly in equal increments over
                three
                years, and





·
            37.5%
                of the options awarded over three years if certain EBITDA targets
                are
                met.









Mr.
      Coolidge’s options will vest according to the following schedule:





·
            25%
                of the options awarded will be vested
                immediately,





·
            42%
                of the options awarded will vest quarterly in equal increments over
                three
                years, and  ·
            33% of the options awarded will vest over three
              years if
              certain EBITDA targets are met.




**Outstanding
      Equity Awards at Fiscal Year-End**





There
      were no outstanding equity awards to any of our named executive officers which
      were outstanding as of the fiscal year end, June 30, 2007.





**Director
      Compensation**




Our
      directors did not receive any cash or stock compensation for their services
      as a
      director in fiscal 2007, but were reimbursed for all of their out-of-pocket
      expenses incurred in connection with the rendering of services as a director.
      Each of the independent directors is entitled to $25,000 in cash compensation,
      payable $6,250 per quarter of services rendered. In addition, the chairman
      of
      each of our audit and compensation committees was entitled to an additional
      $5,000 per committee in cash compensation. In fiscal 2007, our independent
      directors did not receive any cash compensation from the Company. On
      August
      17, 2007, Messrs. Prouty, Finch, Lichtman and Roche received an aggregate of
      $365,000 for accrued directors’ fees. These directors used $175,000 of such
      funds to purchase shares of our Series A-2 Preferred.








**Director
      Compensation Table**




The
      table
      below summarizes the compensation that we paid to non-employee Directors for
      the
      fiscal year ended June 30, 2007.




Name
              (a)
            
            Fees
                Earned or Paid in Cash ($)
              (b)
            
            Stock
                Awards ($)
              (c)
            
            Option
                Awards ($)
              (d)
            
            Non-Equity
                Incentive Plan Compensation ($)
              (e)
            
            Nonqualified
                Deferred Compensation Earnings
              ($)
              (f)
            
            All
                Other Compensation ($)
              (g)
            
            Total
                ($)
              (h)Dr.
                Michael Finch
            
            $
            66,250
            (1)
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            $
            66,250Jonathan
                J. Lichtman
            
            $
            96,250
            (1)
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            $
            96,250Randall
                Prouty
            
            $
            106,250
            (1)
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            $
            106,250Wilbank
                J. Roche
            
            $
            96,250
            (1)
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            $
            96,250





(1)  A
      total
      of $175,000 of cash compensation paid to the directors ($43,750 to each
      director) was used to purchase shares of our Series A-2 Preferred
      stock.





Following
      the recapitalization, we adopted new standards for the compensation of our
      independent directors. Our credit agreement with Sankaty Advisors limits our
      aggregate outside board fees to $60,000 if our EBITDA for such fiscal year
      is
      below $5,800,000. Under this schema, each independent director will receive
      an
      annual retainer of $10,000 per year and a committee retainer (for participation
      in one or multiple committees) of $2,000 per year. Such retainers may be
      increased if we meet higher EBITDA targets, with a maximum of $100,000 in
      aggregate outside board fees authorized under our credit agreement if EBITDA
      exceeds $6,200,000. Under this schema, each independent director will receive
      an
      annual retainer of $15,000 per year and a committee retainer (for participation
      in one or multiple committees) of $5,000 per year. Regardless of our EBITDA
      for
      any fiscal year, we will also pay our independent directors $500 per meeting
      for
      in-person attendance at a Board meeting and $250 per meeting for attendance
      at a
      Board meeting via teleconference.




In
      addition to the cash compensation described above, each independent Board member
      will also receive 50,000,000 options with an exercise price at our share price
      on the date of issuance. All options will vest after twelve months. On August
      17, 2007, and in connection with the recapitalization, we granted each of
      Wilbank Roche, John G. Ball, Thomas R. Ketteler and Gerald E. Wedren, our
      independent directors, 50,000,000 options each at an exercise price of
      $.00075.








**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





As
      of
      October 29, 2007, we had 4,997,711,570 shares of common stock, 8412.206667
      shares of Series A-2 Preferred, 1,000 shares of Series C Preferred and 1,000
      shares of Series D Preferred outstanding. The following table sets forth
      information concerning the ownership of our common and preferred stock as of
      such date by each person known to us to be the beneficial owner of more than
      five percent of a class of our voting capital stock, by each of our directors
      and executive officers, and by our directors and executive officers, as a group.





**Common
                Stock Beneficially Owned (2)**
            
            **Series
                A-2 Preferred Stock Beneficially Owned**
            
            **Series
                C Preferred Stock Beneficially Owned**
            
            **Series
                D Preferred Stock Beneficially Owned****Name
                and Address of Beneficial Owner(1)**
            
            **#
                of Shares**
            
            **%
                of Class**
            
            **#
                of**
              **Shares**(on
                an as converted basis)
            
            **%
                of Class**
            
            **#
                of Shares**
              (on
                an as converted basis)
            
            **%
                of Class**
            
            **#
                of Shares**
              (on
                an as converted basis)
            
            **%
                of Class**
            
            **%
                of Vote****5%
                Beneficial Owners**ACT-DE
                LLC(3)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            78,399,417,171
            
            
            91.38
            %
            
            -
            
            
            -
            
            
            **71.11**
            **%**Sankaty
                entities(4)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            7,322,678,357
            
            
            8.54
            %
            
            -
            
            
            -
            
            
            **6.64**
            **%**Fred
                Baldwin
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,697,983,647
            
            
            31.25
            %
            
            **2.45**
            **%**Robert
                Coolidge
            
            
            111,016,771
            
            
            1.50
            %
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,856,370,565
            
            
            56.25
            %
            
            **4.51**
            **%**Scott
                Cameron
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,079,193,459
            
            
            12.50
            %
            
            *******Officers
                and Directors**Wayne
                I. Danson President,
              CEO
                & Director
            
            
            1,204,309,771
            
            
            16.25
            %
            
            104,166,167
            
            
            1.24
            %
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            **1.19**
            **%**John
                E. Donahue
              VP
                & Chief Financial Officer
            
            
            494,067,084
            (5)
            
            6.67
            %
            
            156,250,000
            
            
            1.86
            %
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            *****Steven
                J. Miller
              Chief
                Operating Officer
            
            
            827,117,397
            (5)
            
            11.16
            %
            
            312,500,000
            
            
            3.71
            %
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            **1.03**
            **%**









Wilbank
                J. Roche
              Director
            
            
            93,507,143
            
            
            1.26
            %
            
            72,916,667
            
            
            *
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            *****John
                G. Ball
              Director
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -John
                R. Black
              Director
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Thomas
                R. Ketteler
              Director
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -William
                J. Nolan IV
              Director
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Gerald
                E. Wedren
              Director
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -**Executive
                Officers and Directors**
              **as
                a group****(9
                persons)**
            
            
            **2,619,001,395**
            
            
            **35.35**
            **%**
            
            **645,833,334**
            
            
            **7.68**
            **%**
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **2.88**
            **%**





*
      Less
      than one percent (1%)





(1)
            Except
                as otherwise indicated, the address of each person named in the above
                table is c/o Advanced Communications Technologies, Inc., 420 Lexington
                Avenue, New York, NY 10170.





(2)
            Common
                Stock which is issuable upon the exercise of a stock option which
                is
                presently exercisable or which becomes exercisable within sixty days
                is
                considered outstanding for the purpose of computing the percentage
                ownership (x) of persons holding such options, and (y) of officers
                and
                directors as a group with respect to all options held by officers
                and
                directors.





(3)
            As
                reported in a Schedule 13G filed with the Securities and Exchange
                Commission on August 17, 2007, H.I.G.-ACT, Ltd., a Cayman Islands
                corporation (“HIG ACT”), is the sole member of ACT-DE LLC, a Delaware
                limited liability company (“ACT LLC”). As the sole member of ACT LLC, HIG
                ACT has the power to vote and dispose of the shares of our capital
                stock
                owned by the ACT LLC and, accordingly, may be deemed the beneficial
                owner
                of such shares. H.I.G. Capital Partners III, L.P., a Delaware limited
                partnership (“HIG CP III”), is a shareholder of HIG ACT. As a shareholder
                of HIG ACT, HIG CP III has the power to vote and dispose of the shares
                of
                our capital stock owned by ACT LLC and, accordingly, may be deemed
                the
                beneficial owner of such shares. H.I.G. Advisors III, L.L.C., a Delaware
                limited liability company (“HIG LLC”), is the general partner of HIG CP
                III. As the general partner of HIG CP III, HIG LLC has the power
                to vote
                and dispose of the shares of our capital stock owned by ACT LLC and,
                accordingly, may be deemed the beneficial owner of such shares. H.I.G.
                Investment Group III, L.P., a Cayman Islands limited partnership
                (“HIG IG
                III”) is a shareholder of HIG ACT. As a shareholder of HIG ACT, HIG IG
                III
                has the power to vote and dispose of the shares of our capital stock
                owned
                by ACT LLC and, accordingly, may be deemed the beneficial owner of
                such
                shares. H.I.G. Associates III, L.P., a Cayman Island limited partnership
                (“HIG Associates”) is the general partner of HIG IG III. As the general
                partner of HIG IG III, HIG Associates has the power to vote and dispose
                of
                the shares of our capital stock owned by ACT LLC and, accordingly,
                may be
                deemed the beneficial owner of such shares. H.I.G.-GPII, Inc., a
                Delaware
                corporation (“HIG GP”) is the manager of HIG LLC and the general partner
                of HIG Associates. As the manager of HIG LLC and the general partner
                of
                HIG Associates, HIG GP has the power to vote and dispose of the shares
                of
                our capital stock owned by ACT LLC and, accordingly, may be deemed
                the
                beneficial owner of such shares. Anthony Tamer and Sami Mnaymneh
                are the
                Co-Presidents of HIG GP, and in that capacity direct its operations.
                Therefore, Anthony Tamer and Sami Mnaymneh may be deemed to be beneficial
                owners of shares beneficially owned by HIG GP. Each of HIG Act, HIG
                CP
                III, HIG LLC, HIG IG III, HIG Associates, HIG GP, Mr. Tamer and Mr.
                Mnaymneh disclaim beneficial ownership except to the extent of their
                pecuniary interest in the shares. The address for HIG-DE LLC is c/o
                H.I.G.
                Capital L.L.C., 855 Boylston St., 11thFloor, Boston, MA 02116.









(4)
            Includes
                Prospect Harbor Credit Partners, L.P., Sankaty Credit Opportunities
                II,
                L.P. and Sankaty Credit Opportunities III, L.P. The address of the
                Santaky
                entities is 111 Huntington Avenue, Boston, MA 02199.





(5)
            Includes
                40,000,000 shares of restricted stock previously granted to each
                of
                Messrs. Donahue and Miller. As a result of the change in control
                that
                occurred in connection with the recapitalization, the Company accelerated
                the vesting of such shares.





**Changes
      in Control**





On
      August
      17, 2007 we entered into a series of transactions to effect a recapitalization
      which, among other transactions, included the following:




·
                the
                    acquisition of a new operating subsidiary, Vance Baldwin, Inc.
                    for cash, a
                    convertible note and shares of our Series D Preferred
                    Stock;


·
                the
                    offer and sale of a significant preferred stock investment of
                    more than $6
                    million by ACT-DE, LLC, an affiliate of H.I.G. Capital, LLC,
                    which,
                    together with certain other parties, received newly designated
                    Series C
                    Preferred Stock, constituting approximately 79.5% of the ownership
                    interest in the Company (before dilution for stock options issued
                    to
                    management as described herein); and


·
                the
                    issuance of approximately $23.5 million in senior and subordinated
                    notes
                    pursuant to a Note Purchase Agreement, for which Sankaty Advisors,
                    LLC is
                    the collateral agent.


In
      connection with the above-described recapitalization, the Company offered the
      holders of the Company’s Series A Convertible Preferred Stock, par value $.01
      per share, Series A-1 Convertible Preferred Stock, par value $.01 per share
      (the
“Series A-1 Preferred”), and Series B Convertible Preferred Stock, par value
      $.01 per share, the right to exchange such stock for the newly designated Series
      A-2 Preferred (the “Exchange”). In the Exchange, the existing preferred
      stockholders provided a full release of any claims against the Company, but
      were
      not required to provide any other consideration other than the surrender of
      their outstanding shares of preferred stock. In connection with the
      recapitalization, the Company also paid off outstanding debts to certain
      creditors with an aggregate payment of approximately $3,600,000 in cash. One
      creditor received a convertible promissory note in addition to a cash payment.
      Certain of these creditors then purchased shares of the Series A-2 Preferred
      from one of the stockholders receiving such stock pursuant to the
      Exchange.





There
      are
      no other arrangements known to us the operation of which may result in a change
      in control of the Company.




**Equity
      Compensation Plan Information**





The
      following table sets forth information as of June 30, 2007 regarding all of
      our
      existing compensation plans and individual compensation arrangements pursuant
      to
      which equity securities are authorized for issuance to employees, non-employee
      directors or non-employees (such as directors, consultants and advisors) in
      exchange for consideration in the form of services:




Plan
                Category
            
            Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            
            Weighted-average
                exercise price of outstanding options, warrants and rights
            
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))(a)
            
            (b)
            
            (c)Equity
                compensation plans approved by security holders: None
            
            
            0
            
            
            0
            
            
            0Equity
                compensation plans not approved by security holders: 2005 Stock
                Plan
            
            
            0
            
            
            0
            
            
            700,000,000Total
            
            
            0
            
            $
            0
            
            
            700,000,000









Our
      2005
      Stock Plan was adopted by the Board of Directors on June 26, 2005. In connection
      with the recapitalization described herein, our Board of Directors voted to
      amend and restate our 2005 Stock Plan (the “2005 Plan”) on August 16, 2007. The
      material revision to the 2005 Plan was an increase in the number of shares
      of
      common stock available for issuance under the 2005 Plan from 700,000,000 shares
      to 15,000,000,000 shares subject to stockholder approval as an amendment to
      our
      Articles of Incorporatoin to increase the number of authorized shares of our
      common stock.





The
      objectives of the 2005 Plan are to optimize the profitability and growth of
      ACT
      through incentives which are consistent with ACT’s goals and which link the
      personal interests of participants in the 2005 Plan to those of ACT’s
      stockholders; to provide participants with an incentive for excellence in
      individual performance; and to promote teamwork among participants. The 2005
      Plan is further intended to provide flexibility to ACT in its ability to
      motivate, attract, and retain the services of employees, consultants and
      non-employee directors who make significant contributions to ACT’s success and
      to allow participants to share in the success of ACT. All employees of ACT
      and
      its subsidiaries (“Employees”) and members of the Board who are not Employees
      (“Non-Employee Directors”) are eligible to participate in the 2005 Plan.
      Consultants and advisors who perform services for ACT or any of our subsidiaries
      (“Key Advisors”) are also eligible to participate in the 2005 Plan if the Key
      Advisors render bona fide services to ACT or our subsidiaries, the services
      are
      not in connection with the offer and sale of securities in a capital-raising
      transaction and the Key Advisors do not directly or indirectly promote or
      maintain a market for ACT’s securities.




At
      October 29, 2007, there were approximately 205 Employees, Non-Employee Directors
      and Key Advisors of ACT and its subsidiaries eligible to participate in the
      2005
      Plan.





The
      aggregate number of shares of our common stock, which may be issued under the
      2005 Plan, is 700,000,000 shares, subject to proportionate adjustment in the
      event of stock splits and similar events. There is no limitation on the number
      of shares which may be issued to any individual under the 2005 Plan, including
      any officer or director. No awards may be granted under the 2005 Plan on or
      after June 26, 2015. If any award granted under the 2005 Plan is canceled or
      terminates, expires or lapses for any reason, the number of shares subject
      to
      the award will again be available for purposes of the 2005 Plan.




**Item
      12.****Certain
      Relationships and Related Transactions, and Director
      Independence.**





**Certain
      Relationships and Related Transactions**





During
      the last two fiscal years, we have not entered into any material transactions
      or
      series of transactions which, in the aggregate, would be considered material
      in
      which any officer, director or beneficial owner of 5% or more of any class
      of
      our capital stock, or any immediate family member of any of the preceding
      persons, had a direct or indirect material interest, nor are any such
      transactions presently proposed, except as follows:





·
            Prior
                to January, 2007, we obtained the service of Mr. Danson through a
                services
                agreement with his wholly owned company, Danson Partners,
                LLC.











·
            In
                July 2006, we entered into a settlement agreement with Pacific Magtron
                International Corporation, Theodore S. Li, Hui Cynthia Lee and others
                with
                respect to the settlement of certain litigation and other potential
                claims, including the termination of Mr. Li and Ms. Lee’s employment
                contracts with us, involving Pacific Magtron, Encompass Group Affiliates
                (one of our subsidiaries), Mr. Li, Ms. Lee, Martin Nielson, our then
                Executive Vice President, Wayne Danson, our Chief Executive Officer
                and
                us. Pacific Magtron’s entry into the settlement agreement was conditioned
                on bankruptcy court approval, which was obtained on August 11, 2006
                in
                connection with confirmation of Pacific Magtron’s plan of reorganization.
                Pursuant to this plan of reorganization, we contributed $50,000 on
                behalf
                of Pacific Magtron’s stockholders to effectuate the plan of reorganization
                and a subsidiary of Pacific Magtron merged with an unrelated entity,
                Herborium, Inc. In connection with the merger, Pacific Magtron changed
                its
                name to Herborium Group, Inc. Upon closing of the merger, we paid
                an
                aggregate $325,000 in cash to Mr. Li and Ms. Lee. In addition, Mr.
                Li and
                Ms. Lee received 4,585,554 shares, in the aggregate, of common stock
                of
                Herborium Group valued at $175,000. A special stock distribution
                of shares
                of Herborium Group was made to the holders of our common stock as
                of the
                record date of August 11, 2006 on the basis of a 0.001652911 share
                of
                Herborium common stock for each share of our common stock. A more
                detailed
                description of the terms of the settlement agreement is contained
                in our
                Current Report on Form 8-K filed with the SEC on August 16, 2006.




·
            On
                September 8, 2006, we entered into an investment agreement with each
                of
                Wayne Danson, John Donahue, Steve Miller, Anthony Lee and Dr. Gerald
                Holland, pursuant to which we agreed, among other things, to sell
                shares
                of Series A-1 Preferred stock to these investors. The transactions
                contemplated by the investment agreement closed on September 13,
                2006. At
                the closing, and pursuant to the investment agreement, we sold the
                investors an aggregate of 340 shares of Series A-1 Preferred at a
                purchase
                price of $1,000 per share. In connection with this sale, we received
                aggregate gross proceeds of $340,000 as follows: (a) $50,000 from
                one of
                our officers, (b) $225,000 from persons who were expected to become
                our
                employees and (c) $65,000 from outside investors. In addition to
                the
                rights applicable to all holders of Series A-1 Preferred, these investors
                were granted certain piggyback registration rights in the event that
                the
                shares of Series A-1 Preferred were converted into shares of our
                common
                stock.




·
            In
                connection with the recapitalization described under the caption
“Change
                in Control,” we entered into a five-year management agreement with HIG
                Capital. HIG Capital is an affiliate of ACT-DE, LLC, which owns shares
                entitled to cast approximately 72% of the votes which may be cast
                by all
                of our stockholders. Under the management agreement, HIG Capital
                provides
                management and consulting services to us and our subsidiaries, subject
                to
                the supervision of the our Board of Directors. We pay a cash consulting
                and management fee to HIG Capital, currently not to exceed $500,000
                per
                annum. The fee is payable only to the extent permitted under a Note
                Purchase Agreement, for which Sankaty Advisors, LLC is the collateral
                agent, and the amount of the fee depends on whether we have met certain
                financial objectives. If payment of the fee is prohibited by the
                Note
                Purchase Agreement, the unpaid amount will accrue interest at the
                rate of
                5% per annum, compounded annually. In addition, we have agreed to
                reimburse HIG Capital for expenses incurred in connection with the
                performance of management and consulting services with respect to
                us. At
                the same time, we also entered into a five-year investment advisory
                services agreement with HIG Capital, pursuant to which HIG Capital
                will
                provide certain financial advisory services to us and our subsidiaries,
                subject to the supervision of our Board of Directors. In connection
                with
                any transaction introduced, arranged, managed and/or negotiated by
                HIG
                Capital, including an acquisition, disposition, sale of us, or financing,
                we will pay HIG Capital an investment banking fee and a supplemental
                management fee, each equal to a percentage of (i) the enterprise
                value of
                an acquisition or disposition, (ii) the financing amount, in connection
                with a debt or equity financing, or (iii) the benefit value, in connection
                with any other transaction not in the ordinary course of business.
                The
                investment banking fee and supplemental management fee with respect
                to
                future transactions will be payable only to the extent permitted
                under the
                Note Purchase Agreement. If payment of the fees is prohibited by
                the Note
                Purchase Agreement, the unpaid amount will accrue interest at the
                rate of
                5% per annum, compounded annually. We paid HIG Capital a combined
                investment banking and supplemental management fee of $525,000 in
                connection with the purchase by certain investors, including HIG
                Capital,
                of Series C Preferred pursuant to a Series C Purchase Agreement.
                Under
                both the management agreement and the investment advisory services
                agreement, we will reimburse HIG Capital for expenses incurred in
                performance of its duties thereunder. Both agreements require us
                to
                indemnify HIG Capital and its affiliates with respect to losses or
                claims
                arising from HIG Capital’s performance of services, except as a result of
                its gross negligence or willful misconduct. Either party may terminate
                the
                management agreement or the investment advisory services agreement
                in the
                event of a breach of material terms by the other party, and HIG Capital
                is
                entitled to recover damages in the event of such a breach by us.









·
            Our
                principal executive office is located at 420 Lexington Avenue, Suite
                2739,
                New York, New York 10170. We, through a license agreement effective
                August
                15, 2007 with Danson Partners, LLC, a party related to our chief
                executive
                officer, effectively assumed the Danson Partners’ lease obligation for a
                total of approximately 2,200 square feet of office space through
                May 31,
                2010, and licenses for its use all the furniture, fixtures, filing
                cabinets, computers, servers, office equipment, etc. that it needs
                to
                conduct its business.




·
            On
                August 17, 2007, we issue a note to Mr. Danson’s consulting company,
                Danson Partners, LLC, to in the aggregate principal amount of $310,000,
                plus interest accruing at the rate of 7% per annum, upon the earlier
                of a
                change of control of us or August 17, 2013. We issued this note to
                satisfy
                certain outstanding obligations owed to Danson Partners in connection
                with
                Mr. Danson’s employment with us.




·
            Upon
                the closing of the recapitalization, Dr. Finch and Messrs. Lichtman,
                Prouty and Roche, the four pre-closing independent directors of the
                Company received an aggregate of $365,000 for accrued directors’ and
                special committee fees of which $175,000 was used by the directors
                to
                purchase shares of Series A-2
                Preferred.




·
            Janney
                Montgomery Scott, LLC (“Janney”) served as financial advisor and
                investment banker for the Company in connection with the acquisition
                of
                Vance Baldwin, the sale of the Series C Preferred and the related
                transactions. Pursuant to a financial advisory agreement between
                the
                Company and Janney, Janney received at the closing a fee of $500,000
                in
                cash, $100,000 of which was used to purchase 166.666667 shares of
                Series
                A-2 Preferred. In April 2006, the Company paid Janney a $60,000 retainer
                fee. The financial advisory agreement also provides for additional
                fees
                upon the consummation of certain types of transactions in the future.
                Pursuant to an agreement dated March 7, 2006, approximately six months
                prior to John Donahue joining the Company (and prior to the Company
                discussing the possibility of Mr. Donahue joining the Company), Janney
                agreed to pay 5% of its advisory fees to Mr. Donahue, currently the
                Company’s Chief Financial Officer, as a finder’s
                fee.




**Director
      Independence**





During
      fiscal 2007, the following members of our Board of Directors were independent
      under the relevant Marketplace Rules of The NASDAQ Stock Market LLC: Messrs.
      Prouty and Roche and Dr. Finch. During fiscal 2007 until his resignation on
      August 17, 2007, Mr. Prouty served on the Audit Committee and the Compensation
      Committee. During 2007 until his resignation from the Board of Directors on
      August 17, 2007, Dr. Finch served on the Audit Committee. Mr. Roche also served
      on the Compensation Committee in fiscal 2007. Messrs. Prouty and Dr. Finch
      satisfied the criteria set forth under the Marketplace Rules of The NASDAQ
      Stock
      Market LLC relating to the heightened independence standards for members of
      the
      Audit Committee. Although Mr. Roche satisfied the independence criteria as
      a
      member of the Board of Directors, the Board determined that he did not satisfy
      a
      separate SEC independence requirement, which provides that a director may not
      accept directly or indirectly any consulting, advisory or other compensatory
      fee
      from us or any of our subsidiaries other than their directors’ compensation. We
      have paid fees to the law firm of Roche & Holt, of which Mr. Roche is a
      principal, for legal services rendered to us. Under applicable NASDAQ rules,
      members of the Compensation Committee must be independent.





Our
      Board
      of Directors has determined that Messrs. Ball, Black, Ketteler, Nolan, Roche
      and
      Wedren satisfy the independence requirements of NASDAQ. The current members
      of
      the Audit Committee, Messrs. Ball, Ketteler and Wedren, satisfy both the
      separate independence requirements of NASDAQ and the SEC for members of the
      Audit Committee. Messrs. Nolan, Roche and Wedren currently serve on the
      Compensation Committee.










The
      Board
      of Directors did not consider any transaction, relationship or arrangement
      not
      otherwise disclosed below under the heading “Certain Relationships and Related
      Transactions” in determining the independence of Messrs. Ball, Black, Ketteler,
      Nolan, Roche and Wedren.





**Item
      13.**  **Exhibits.**





**Exhibit**
              **Number**
            
            **Description
                of Exhibit**31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002*31.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002*32.1
            
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002*32.2
            
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002*





*
            Filed
                herewith.




**Item
      14.****Principal
      Accounting Fees and Services.**





Berenson
      LLP served as our independent auditors for the fiscal year ended June 30, 2006
      through May 11, 2007. J.H. Cohn LLP (“JH Cohn”) served as our independent
      auditors for the balance of fiscal year ended June 30, 2007. We have been billed
      the fees set forth below in connection with services rendered by the independent
      auditors to us:


Fee
                  Category
              
              Fiscal
                  2007
              
              Fiscal
                  2006Audit
                  Fees1
              
              $
              112,000
              
              $
              73,736Audit-Related
                  Fees2
              
              $
              10,000
              
              $
              3,660Tax
                  Fees3
              
              $
              -
              
              $
              -All
                  Other Fees4
              
              $
              122,000
              
              $
              121,863TOTAL
              
              $
              244,000
              
              $
              197,759




1
Audit
      fees consisted of fees for the audit of our annual financial statements, review
      of quarterly financial statements as well as services normally provided in
      connection with statutory and regulatory filings or engagements, comfort
      letters, consents and assistance with and review of our documents filed with
      the
      SEC. This category includes (i) $70,000 billed by JH Cohn for the audit of
      our
      annual consolidated financial statements for the fiscal year ended June 30,
      2007
      and the review of our Form 10-KSB for the fiscal year ended June 30, 2007 and
      (ii) $42,000 billed by Berenson for the reviews of our consolidated financial
      statements included in our Forms 10-QSB for the quarters ended September 30,
      2006, December 31, 2006 and March 31, 2007. In fiscal 2006, Berenson billed
      us
      (a) $43,853 for the audit of the Company’s annual consolidated financial
      statements for the fiscal year ended June 30, 2006 and the review of the
      Company’s Forms 10-KSB for the fiscal year ended June 30, 2006 and (b) a
      total of $29,883 for the reviews of our consolidated financial statements
      included in the Company’s Forms 10-QSB for the quarters ended December 31,
      2005 and March 31, 2006.




2 Audit-related
      fees consisted of fees for assurance and related services, including primarily
      employee benefit plan audits, due diligence related to acquisitions, accounting
      consultations in connection with acquisitions, consultation concerning financial
      accounting and reporting standards and consultation concerning matters related
      to Section 404 of the Sarbanes Oxley Act of 2002. This category includes fees
      billed by Berenson for the fiscal year ended June 30. 2007 in the amounts of
      $10,000 for services rendered in connection with a restatement of certain annual
      and quarterly financial statements and, for the fiscal year ended June 30,
      2006,
      $2,160 related to correspondence with the SEC for audit related matters. Also
      for the fiscal year ended June 30, 2006, fees in the amount of $1,500 were
      billed for professional services rendered by our independent auditors prior
      to  Berenson,
      Weinberg & Company, P.A., in connection with the filing of a Form 8-K





3 Tax
      fees
      consisted primarily of fees for tax compliance, tax advice and tax planning
      services.









4 Other
      than the services described above, the aggregate fees billed for services
      rendered by Berenson were $122,000 and $121,863 for the fiscal years ended
      June
      30, 2007 and 2006, respectively. These fees were related to the audits and
      due
      diligence services for acquiring certain business targets.




**Policy
      for Pre-Approval of Audit and Non-Audit Services**





All
      engagements of our independent auditor to perform any audit services and
      non-audit services were approved by the Audit Committee in accordance with
      its
      normal functions. During the fiscal years ended June 30, 2007 and 2006, no
      audit
      services or non-audit services were approved by the Audit Committee pursuant
      to
      Rule 2-01(c)(7)(i)(C) of Regulation S-X. The Board of Directors and the Audit
      Committee are in the process of creating a policy to pre-approve all audit
      services and all non-audit services that our independent auditor will perform
      for us under applicable federal securities regulations. As permitted by the
      applicable regulations, we anticipate that the Audit Committee’s policy will
      utilize a combination of specific pre-approval on a case-by-case basis of
      individual engagements of our independent auditor and general pre-approval
      of
      certain categories of engagements up to predetermined dollar thresholds that
      will be reviewed annually by the Audit Committee.









**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) 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 this 29th day of October 2007.





**ADVANCED
      COMMUNICATIONS TECHNOLOGIES, INC.**




By: 
      /s/ Wayne I. Danson





Name: 
      Wayne I. Danson


Title: 
      President & Chief Executive Officer





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




**Name**
            
            **Capacity
                in Which Signed**
            
            **Date**/s/
                Wayne I. Danson
            
            President,
                Chief Executive Officer and Director
            
            October
                29, 2007Wayne
                I. Danson
            
            (Principal
                Executive Officer)/s/
                John E. Donahue
            
            Vice
                President and Chief Financial
            
            October
                29, 2007John
                E. Donahue
            
            Officer,
                (Principal Accounting Officer)/s/
                John Black
            
            Director
            
            October
                29, 2007John
                Black/s/
                J.G. (Pete) Ball
            
            Director
            
            October
                29, 2007J.G.
                (Pete) Ball/s/
                Thomas R. Ketteler
            
            Director
            
            October
                29, 2007Thomas
                R. Ketteler/s/
                Wilbank J. Roche
            
            Director
            
            October
                29, 2007Wilbank
                J. Roche/s/
                William J. Nolan
            
            Director
            
            October
                29, 2007William
                J. Nolan/s/
                Gerald E. Wedren
            
            Director
            
            October
                29, 2007Gerald
                E. Wedren







**EXHIBIT
      INDEX**




**Exhibit**
              **Number**
            
            **Description
                of Exhibit**31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002*31.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002*32.1
            
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002*32.2
            
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002*





*
            Filed
                herewith.