SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
(Mark One)

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934

                   For the Fiscal Year Ended December 31, 2007

                                       OR

  Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                        Commission File Number 333-50948

                            SUNSHINE PCS CORPORATION
             (Exact name of registrant as specified in its charter)
      Delaware                                              30-0076986
(State or other jurisdiction of                           (I.R.S.  Employer
incorporation or organization)                           Identification No.)

                                65 Highland Road
                               Rye, New York 10580
              (Address and zip code of principal executive offices)

       Registrant's telephone number, including area code: (914-967-3285)

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [_] No [X]

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [_]

      Check if there is no disclosure of delinquent filers in response 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. [_]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act) Yes _X_ No ___

      The issuer's revenues for the fiscal year ended December 31, 2007 were $0.

      As of February 29, 2008, the aggregate market value of the Company's
voting and nonvoting common equity held by non-affiliates of the Company was
approximately US $90,000, which value, solely for the purposes of this
calculation, excludes shares held by the Company's officers, directors, and
their affiliates. Such exclusion should not be deemed a determination or an
admission by the issuer that all such individuals are, in fact, affiliates of
the issuer.

      The number of shares of the Registrant's Class A Common Stock issued and
outstanding as of February 29, 2008 was 4,588,653.



<PAGE>


                                EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-KSB/A is an amendment to Sunshine PCS
Corporation's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2007 ("2007 Annual Report"). We are filing this Amendment No. 1 on Form
10-KSB/A solely for the purpose of adding the conformed signature of the
Company's independent auditors to their report originally included on page 7 of
the 2007 Annual Report. The signature was inadvertently omitted from the EDGAR
version of the 2007 Annual Report that was filed with the Commission, and the
Company confirms that at the time the 2007 Annual Report was filed, it had
received a manually signed copy of the report from its independent auditors.


     While the changes effected by this Amendment No. 1 are solely to amend the
2007 Annual Report as described above, we have set forth in this Amendment No. 1
the complete text of "Item 7. Financial Statements" from the 2007 Annual Report,
as well as updated officers certifications as required by Rule 12b-15 under the
Securities Exchange Act of 1934.

     This Amendment No. 1 on Form 10-KSB/A to our 2007 Annual Report continues
to speak as of the date of our 2007 Annual Report, and we have not updated,
modified or amended any other disclosure to reflect developments since the
original filing date or otherwise.


Item 7.  Financial Statements

                                      INDEX
                            Sunshine PCS Corporation


Report of Independent Registered Public Accounting firm...............      7
Balance Sheets as of  December 31, 2007 and 2006......................      8
Statements of Operations for the years ended December 31, 2007 and 2006     9
Statement of Changes in Stockholders'
Equity for the years ended December 31, 2007 and 2006.................     10
Statements of Cash Flows for the years ended December 31, 2007 and 2006    11
Notes to Financial Statements.........................................    12-15



                                       2
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Sunshine PCS Corporation
New York, New York

     We have audited the accompanying balance sheets of Sunshine PCS Corporation
(the  "Company") as of December 31, 2007 and 2006 and the related  statements of
operations,  stockholders' equity and cash flows for the years then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

     We conducted our audit in accordance  with  standards of the Public Company
Accounting Oversight Board. Those standards require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material misstatement.  The Company is not required to have, nor were we
engaged to perform,  an audit of its internal control over financial  reporting.
Our audits included  consideration of internal control over financial  reporting
as  a  basis  for  designing  audit  procedures  that  are  appropriate  in  the
circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on the
effectiveness  of the  Company's  internal  control  over  financial  reporting.
Accordingly,  we express no such opinion. An audit also includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

     In our opinion,  the financial  statements  present fairly, in all material
respects,  the financial position of Sunshine PCS Corporation as of December 31,
2007 and 2006 and the results of its operations and its cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

/s/  DASZKALBOLTON LLP

March 25, 2008
Boca Raton, Florida



                                       3
<PAGE>


                            Sunshine PCS Corporation
                                 Balance Sheets
                        As of December 31, 2007 and 2006


<TABLE>
<CAPTION>
<S>                                                            <C>               <C>
                                                                    2007              2006
      Assets

     Cash and cash equivalents                                 $       509,360   $       580,307
     Other Assets                                                        2,743             3,767
                                                             ----------------- ------------------
       Total Assets                                            $       512,103   $       584,074
                                                             ================= ==================
Liabilities and stockholders' equity

     Liabilities

     Accounts payable                                          $        14,250   $        18,500

     Stockholders' equity

     Class A: no par value Authorized shares-20,000,000;
      4,588,653 shares issued and outstanding at December 31,
      2007 and 2006                                                         --                --
     Class B: no par value Authorized shares-9,000,000; no
      shares outstanding at December 31, 2007 and 2006                      --                --
     Additional paid-in capital                                     80,514,012        80,514,012
     Accumulated deficit                                           (80,016,159)      (79,948,438)
                                                             ----------------- ------------------
       Stockholders' equity                                            497,853           565,574
                                                             ----------------- ------------------
       Total liabilities and stockholders' equity              $       512,103   $       584,074
                                                             ================= ==================
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>


                            Sunshine PCS Corporation
                            Statements of Operations
                 For the Years Ended December 31, 2007 and 2006

                                             2007              2006

Interest income                        $        25,046  $         28,405

Expenses:
  Professional Fees                            (35,503)          (43,324)
  General and administrative expenses          (57,264)          (61,169)
                                      ---------------- ------------------
                                               (92,767)         (104,493)
                                      ---------------- ------------------
Other Income:
   Reversal of previously recorded
    contingency accrual                             --            40,000
  Reversal of state property accrual                --            16,000
                                      ---------------- ------------------
                                                    --            56,000
                                      ---------------- ------------------
Net loss                               $       (67,721) $        (20,088)
                                      ================ ==================
Basic and diluted loss per common
 share                                 $         (0.01) $          (0.00)
                                      ================ ==================
Weighted average shares used in basic
 computation                                 4,588,653         4,588,653
                                      ================ ==================

See accompanying notes to financial statements


                                       5
<PAGE>


                            Sunshine PCS Corporation
                        Statement of Stockholders' Equity
                 For the Years Ended December 31, 2007 and 2006

<TABLE>
<CAPTION>
<S>                                             <C>                             <C>              <C>            <C>
                                      Shares of Class A    Shares of Class B
                                         Common Stock         Common Stock     Additional paid-  Accumulated   Stockholders'
                                          Outstanding          Outstanding        in capital       Deficit         equity

Balance at January 1, 2006                      4,588,653                   --  $    80,514,012  $(79,928,350)  $   585,662
Net loss                                                                                     --       (20,088)      (20,088)
                                      ------------------- -------------------- ---------------- -------------- -------------
    Balance at December 31, 2006                4,588,653                   --       80,514,012   (79,948,438)      565,574
Net loss                                                                                              (67,721)      (67,721)
                                      ------------------- -------------------- ---------------- -------------- -------------
    Balance at December 31, 2007                4,588,653                   --  $    80,514,012  $(80,016,159)  $   497,853
                                      =================== ==================== ================ ============== =============
</TABLE>

      See accompanying notes to financial statements


                                       6
<PAGE>


                            Sunshine PCS Corporation
                            Statements of Cash Flows
                 For the Years ended December 31, 2007 and 2006

                                        2007            2006
                                  --------------- ---------------
Operating activities
Net loss                           $     (67,721)  $     (20,088)
Adjustments to reconcile net loss
 to cash used in operating
 activities:
Reversal of previously recorded
 accruals                                    - -         (56,000)
Decrease in other assets                   1,024           1,075
Decrease in accounts payable              (4,250)        (36,600)
                                  --------------- ---------------
Net cash used in operating
 activities                              (70,947)       (111,613)

Investing Activities
Net cash provided by (used in)
investing activities                         - -             - -

Financing activities
Net cash provided by (used in)
financing activities                         - -             - -
                                  --------------- ---------------

Net change in cash                       (70,947)       (111,613)
Cash and cash equivalents at
beginning of year                        580,307         691,920
                                  --------------- ---------------
Cash and cash equivalents at end
 of
year                               $     509,360   $     580,307
                                  =============== ===============

Supplemental cash flow
 information:
Interest paid                      $          --   $          --
Income taxes paid                  $          --   $          --

      See accompanying notes to financial statements


                                       7
<PAGE>


                            Sunshine PCS Corporation
                          Notes to Financial Statements

                                December 31, 2007

1.  Organization

     Sunshine PCS  Corporation  ("Sunshine",  or the  "Company")  is currently a
holding company with no appreciable  operations other than maintenance status as
a public company and,  therefore,  is no longer in the  development  stage.  The
Company  continues  to evaluate all options  available  to us at this time.  One
option  is to make a  further  distribution  of any  remaining  cash  after  all
accounts payable and other  liabilities are satisfied,  effectively  liquidating
the Company

     On December 31, 2003,  Cingular  Wireless LLC  ("Cingular"),  pursuant to a
definitive agreement,  executed on August 18, 2003 ("Sale Agreement"),  acquired
all of the Company's three personal  communications  services licenses for total
net  proceeds of $13.6  million.  During  2003,  the  Company  recorded an $11.1
million  gain on the sale of our PCS licenses  (proceeds  of $13.6  million less
$0.2 million expenses of sale over the remaining  carrying value of the licenses
of $2.4  million).  Also during  2003,  the  Company  accrued  $0.5  million for
Director  Compensation that was attributable to their efforts in 2003, primarily
the sale of the PCS licenses to Cingular. This amount was paid in 2004.

     Pursuant  to the  Sale  Agreement,  the  Company  agreed  to the  customary
indemnification of Cingular, including indemnification for losses resulting from
certain  regulatory matters and losses resulting from the "qui tam" lawsuit that
is described in Note 5. Although the Company  considered it highly unlikely that
it would be called upon to  indemnify  Cingular  for any losses  pursuant to the
Sale  Agreement,  in  accordance  with the  provisions  of Financial  Accounting
Standards  Board  ("FASB")  Interpretation,  No. 45  "Guarantor  Accounting  and
Disclosure  Requirements,",  the Company  recorded a liability  of $40,000 as of
December 31, 2003 which  represented  the  Company's  best  estimate of the fair
value of such  indemnification.  On November 21, 2006, the Company's  obligation
under this indemnification expired and the $40,000 liability was reversed.

2.  Accounting and Reporting Policies

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  carrying  amounts  of assets and
liabilities  and  disclosures  at the date of the financial  statements  and the
reported amounts of expenses during the reporting  period.  Actual results could
differ from those estimates.

Cash Equivalents

     Cash and Cash  Equivalents  are invested in United  States  Treasury  money
market  funds for which an  affiliate  of the Company  serves as the  investment
manager.  The  company  considers  highly  liquid  investments  with an original
maturity of less than three months as cash equivalents.

Concentration of Credit Risk

     Financial   instruments,   which   potentially   subject   the  Company  to
concentrations of credit risk, consist principally of cash and cash equivalents.
Management   believes  the  financial  risks  associated  with  these  financial
instruments are minimal.

     The Company maintains its cash in bank deposit accounts that are guaranteed
by the Federal Deposit  Insurance  Corporation  ("FDIC") up to $100,000.  During
2007 and 2006, balances in these accounts never exceeded $100,000.


                                       8
<PAGE>


     Accounts held at United States  Treasury money market funds,  which are not
guaranteed  by the  FDIC  or  insured  by  the  Securities  Investor  Protection
Corporation,  were  approximately  $6,000 and $80,000 at  December  31, 2007 and
2006, respectively.

Fair Values of Financial Instruments

     The  Company's  financial  instruments  consist  primarily of cash and cash
equivalents and accounts payable. All financial instruments are accounted for on
a historical  cost basis,  which  approximates  fair value given the  short-term
nature of these instruments.

Income Taxes

     Sunshine (a "C" corporation for Federal tax purposes) files a U.S.  Federal
income  tax  return.  Accordingly  at the date of the  reorganization,  Sunshine
provided for deferred  income taxes for  temporary  differences  (primarily  the
reserve for impairment of PCS licenses) between the financial  statement and tax
bases of Sunshine's assets and liabilities.

     Valuation  allowances  have  been  provided  for  deferred  tax  assets  of
approximately $1.5 million at both December 31, 2007 and 2006  respectively,  as
the  realization  of such  assets is  dependent  upon the  generation  of future
taxable income during a period when such losses would be utilizable. The Company
currently  has $3.6 million of net federal  operating  tax loss carry  forwards,
generated in 2001 through  2006,  expiring in the years 2021  through  2026.  In
addition, the Company has approximately $4.9 million of state net operating loss
carry forwards expiring in the years 2021 through 2025.

     Cumulative  temporary  differences  at  December  31,  2007 and 2006 are as
follows (amounts rounded):

                              December 31, 2007   December 31, 2006
                             ------------------- -------------------
Deferred tax assets:
Net operating losses          $       1,432,400   $       1,406,900
Other                                   107,000             107,000
                             ------------------- -------------------
                                      1,539,400           1,513,900
Valuation allowance                  (1,539,400)         (1,513,900)
                             ------------------- -------------------
                              $               -   $               -
                             =================== ===================

      Income tax provision (benefit) for the years ended December 31, 2007 and
2006 is comprised of (amounts rounded):

                                         2007                2006
                                --------------------- ----------------
Current income tax benefit                        --               --
Deferred income tax benefit                 ($25,500)         ($7,500)
Valuation allowance                           25,500            7,500
                                --------------------- ----------------
  Income tax benefit             $                --   $          - -
                                ===================== ================


      The reconciliation of the provision (benefit) for income taxes for the
years ended December 31, 2007 and 2006, and the amount computed by applying the
statutory federal income tax rate to net loss is as follows (amounts rounded):


                                       9
<PAGE>


                                                2007            2006
                                         ---------------- ----------------
Tax benefit provision at statutory rate   $       (23,000) $       (6,800)
State taxes, net of federal benefit                (2,500)           (700)
Increase in valuation allowance                    25,500           7,500
                                         ---------------- ----------------
                                          $            --  $           --
                                         ================ ================

Recently Issued Accounting Pronouncements

      In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities - Including an amendment
of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to
elect to measure many financial instruments and certain other items at fair
value. Upon adoption of SFAS No. 159, an entity may elect the fair value option
for eligible items that exist at the adoption date. Subsequent to the initial
adoption, the election of the fair value option should only be made at initial
recognition of the asset or liability or upon a remeasurement event that gives
rise to new-basis accounting. The decision about whether to elect the fair value
option is applied on an instrument-by-instrument basis is irrevocable and is
applied only to an entire instrument and not only to specified risks, cash flows
or portions of that instrument. SFAS No. 159 does not affect any existing
accounting literature that requires certain assets and liabilities to be carried
at fair value nor does it eliminate disclosure requirements included in other
accounting standards. SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007. The Company is currently evaluating the impact of adopting
SFAS No. 159 on its financial position and results of operations.

      In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
(SFAS NO. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements. SFAS
No. 157 does not impose fair value measurements on items not already accounted
for at fair value; rather it applies, with certain exceptions, to other
accounting pronouncements that either require or permit fair value measurements.
On February 12, 2008, the FASB issued FASB Staff Position No. 157-2 which
delayed the effective date to fiscal years beginning after November 15, 2008,
and interim periods within those fiscal years. The Company is currently
evaluating the impact of adopting SFAS No. 157 on its financial position and
results of operations.

      In June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, which
supplements Statement of Financial Accounting Standard No. 109, Accounting for
Income Taxes, by defining the confidence level that a tax position must meet in
order to be recognized in the financial statements. FIN 48 requires the tax
effect of a position to be recognized only if it is "more-likely-than-not" to be
sustained based solely on its technical merits as of the reporting date. If a
tax position is not considered more-likely-than-not to be sustained based solely
on its technical merits, no benefits of the position are recognized. This is a
different standard for recognition than was previously required. The
more-likely-than-not threshold must continue to be met in each reporting period
to support continued recognition of a benefit. At adoption, companies must
adjust their financial statements to reflect only those tax positions that are
more-likely-than-not to be sustained as of the adoption date. Any necessary
adjustment is recorded directly to opening retained earnings in the period of
adoption and reported as a change in accounting principle. The adoption the
provisions of FIN 48 did not have a material effect on the Company's financial
statements.

      In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements". This Bulletin addresses quantifying the financial statement effects
of misstatements, including how the effects of prior year uncorrected errors
must be considered in quantifying misstatements in the current year financial
statements. This Bulletin is effective for fiscal years ending after November
15, 2006 and allows for a one-time transitional cumulative effect adjustment to
beginning retained earnings in the fiscal year adopted for errors that were not
previously deemed material, but are material under the guidance in SAB No. 108.
The adoption of SAB No. 108 could have an impact on the assessment of the
financial statement effects of any potential future misstatements.


                                       10
<PAGE>


      In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
and SFAS No. 160, "Noncontrolling Interest in Consolidated Financial
Statements." These statements replace FASB Statement No. 141, "Business
Combinations," and requires an acquirer to recognize the assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date. SFAS No. 141(R)
also makes significant amendments to other Statements and other authoritative
guidance. The Statements are effective for years beginning on or after December
15, 2008.


3.  Loss Per Share

      The loss per share has been calculated based on actual number of shares
outstanding. Warrants options and the convertible preferred have been excluded
from the computation of diluted loss per share for all periods for which there
are losses because their issuance would have the effect of reducing the loss per
share.

4.  Stock Options

      As compensation for their services as members of the Board of Directors,
on February 14, 2001, which was prior to a public trading market for our stock,
Sunshine granted its directors options to purchase 150,000 shares. In addition,
it granted its non-employee Chief Executive Officer options for 130,000 shares.
All of options are to purchase shares of Class A Common Stock at $.75 per share.
Such options vested over a three-year period from the date of grant and expired
five years from the date of grant, February 13, 2006.

      On January 18, 2002, the Company's Board of Directors authorized the
issuance of options for 50,000 shares of Class A common stock to a third party
in connection with the construction of equipment. The exercise price of the
options is $2.50 per share and the option expired on January 18, 2007.

5.    Litigation

      The Company along with Fortunet Communications, L.P., our
predecessor-in-interest, as well as Victoria G. Kane, the sole stockholder of
Fortunet Wireless Communication Corporation, which was previously our largest
stockholder, Karen E. Johnson, our former Chief Executive Officer, and LICT
Corporation ("LICT"), formerly known Lynch Interactive Corporation, among
others, were named as defendants in a lawsuit brought in 2001 under the
so-called "qui tam" provisions of the federal False Claims Act in the United
States District Court for the District of Columbia. The complaint alleged that
the defendants defrauded the United States Government (the "Government") by
creating "sham" bidding entities to participate in certain Federal
Communications Commission ("FCC") spectrum auctions restricted to small
businesses and unfairly obtained bidding credits and favorable government
financing in these and other spectrum auctions in the mid and late 1990's.

      In May 2006, a tentative settlement was reached pursuant to which the
defendants agreed to pay the Government $130 million, plus $9 million to the
counsel of the individual who brought the lawsuit as legal fees and expenses. In
June 2006, the defendants reached a tentative agreement allocating the
above-mentioned settlement amounts among themselves. In July 2006, the
definitive settlement agreements with the Government and the Relator were signed
and approved by the federal judge hearing the case and the case was dismissed in
August 2006. In entering into the settlement agreements, the Company admitted no
liability and the conduct giving rise to the case is expressly excluded as a
basis for future administrative proceedings by the FCC.

      The defendants have agreed to an allocation of the settlement amount and
the payment to the Relator's counsel and the Company was not required to fund
any portion thereof. The defendants have not agreed among themselves as to the
share of litigation costs each defendant should ultimately bear. To date, LICT
and certain other defendants have paid all legal fees associated with this
action, other than the fees the Company has paid and accrued under the
indemnification provisions of the agreement on the sale of our licenses to
Cingular Wireless. Prior to our becoming a public company, in 2001, LICT held a
significant equity ownership position in our Company and prior to the
acquisition of licenses by Cingular, in 2005, LICT held notes, preferred stock
and options to acquire our Class A Common Stock. LICT and the other defendants
have funded approximately $8 million of the legal costs not directly
attributable to any particular defendant (joint defense costs). It is currently
unclear to what extent those defendants (or any other defendant) may seek to
reimbursement from the Company for part or all of their defense.


                                       11
<PAGE>


While management believes that it would be able to satisfy the Company's
obligations under such a potential request with its current resources, there is
no assurance that such could be accomplished. The Company will accrue a
liability in accordance with SFAS No. 5, when it is probable that a liability
has been incurred and the amount of the loss can be reasonably estimated.

      The Company does not have any insurance to cover the costs of defending
this lawsuit, which costs may be material.




Item 13.  Exhibits, List and Reports on Form 8-K

      (a)   Exhibits

Exhibit Number                      Description

31.1        Rule 15d-14(a) Certification of the Chief Executive Officer

31.2        Rule 15d-14(a) Certification of the Principal Accounting Officer

32.1        Section 1350 Certification of the Chief Executive Officer

32.2        Section 1350 Certification of the Principal Accounting Officer


                                       12
<PAGE>


                                            SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Rye,
State of New York on the 9th day of April, 2008.

                                SUNSHINE PCS CORPORATION


                                /s/ David S. Ahl
                                ----------------
                                David S. Ahl
                                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 Company
and in the capacities and on the date indicated.



        Signature                            Title                        Date
--------------------------------------------------------------------------------

/s/ David S. Ahl              Chairman of the Board of Directors,  April 9, 2008
----------------
David S. Ahl                  Chief Executive Officer

/s/ Robert E. Dolan           Director and Assistant Secretary     April 9, 2008
-------------------
Robert E. Dolan


                                       13