----

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

| For the quarterly period ended | June 30, 2011 |
|----------------------------------------------------|-------------------------|

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

| Commission File Number: 333-45241                      |
|--------------------------------------------------------|
|                                                   |
| ELITE PHARMACEUTICALS, INC.                            |
| (Exact name of registrant as specified in its charter) |

| Delaware                                                       |   | 22-3542636                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |

| 165 Ludlow Avenue, Northvale, New Jersey |   | 07647      |
|------------------------------------------|--------|------------|
| (Address of principal executive offices) |   | (Zip Code) |

| (201) 750-2646                                       |
|------------------------------------------------------|
| (Registrant's telephone number, including area code) |

| Yes x No  ̈ |
|-----------------|

| Yes o No x |
|-----------------|

| Large Accelerated filer   ̈ | Accelerated Filer   ̈ | Non-Accelerated Filer   ̈ |  Smaller Reporting Company  x |
|-------------------------------------------|------------------------------------------|----------------------------------------------|--------------------------------------------------------|

| Yes  ̈ No x |
|-----------------|

----

|       |                                                                                                                               | Page No. |
|------------|------------------------------------------------------------------------------------------------------------------------------------|---------------|
|       | PART I – FINANCIAL INFORMATION                                                                                               |          |
|       |                                                                                                                               |          |
| Item 1.    | Financial Statements                                                                                                               |          |
|       |                                                                                                                               |          |
|       | Condensed Consolidated Balance Sheets as of June 30, 2011 (unaudited) and March 31, 2011 (audited)                                 | F-1           |
|       |                                                                                                                               |          |
|       | Condensed Consolidated Statements of Operations for the three months ended June 30, 2011 (unaudited) and June 30, 2010 (unaudited) | F-3           |
|       |                                                                                                                               |          |
|       | Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three months ended June 30, 2011 (unaudited)    | F-4           |
|       |                                                                                                                               |          |
|       | Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2011 (unaudited) and June 30, 2010 (unaudited) | F-5           |
|       |                                                                                                                               |          |
|       | Notes to Condensed Consolidated Financial Statements                                                                               | F-6           |
|       |                                                                                                                               |          |
| Item 2.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                        | 1             |
|       |                                                                                                                               |          |
| Item 3.    | Quantitative and Qualitative Disclosures about Market Risk                                                                         | 10            |
|       |                                                                                                                               |          |
| Item 4.    | Controls and Procedures                                                                                                            | 10            |
|       |                                                                                                                               |          |
|       | PART II – OTHER INFORMATION                                                                                                  |          |
|       |                                                                                                                               |          |
| Item 1.    | Legal Proceedings                                                                                                                  | 11            |
|       |                                                                                                                               |          |
| Item 1A.   | Risk Factors                                                                                                                       | 11            |
|       |                                                                                                                               |          |
| Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                                                        | 11            |
|       |                                                                                                                               |          |
| Item 3.    | Defaults upon Senior Securities                                                                                                    | 11            |
|       |                                                                                                                               |          |
| Item 4.    | Removed and Reserved                                                                                                               | 11            |
|       |                                                                                                                               |          |
| Item 5.    | Other Information                                                                                                                  | 11            |
|       |                                                                                                                               |          |
| Item 6.    | Exhibits                                                                                                                           | 12            |
|       |                                                                                                                               |          |
| SIGNATURES | 16                                                                                                                                 |

----

|                                                                                               |   | June 30,2011(Unaudited) |       |   | March 31,2011(Audited) |   |
|----------------------------------------------------------------------------------------------------|--------|------------------------------|------------|--------|-----------------------------|--------|
| ASSETS                                                                                             |   |                         |       |   |                        |   |
| CURRENT ASSETS                                                                                     |   |                         |       |   |                        |   |
| Cash and cash equivalents                                                                          |   | $                            | 1,759,451  |   |                        | $      | 1,825,858 |   |
| Accounts receivable (net of allowance for doubtful accounts of -0-)                                |   |                         | 513,532    |   |                        |   | 571,667 |   |
| Inventories (net of reserve of $942,337 and $494,425, respectively)                                |   |                         | 312,025    |   |                        |   | 616,362 |   |
| Prepaid expenses and other current assets                                                          |   |                         | 87,694     |   |                        |   | 133,472 |   |
|                                                                                               |   |                         |       |   |                        |   |   |   |
| Total Current Assets                                                                               |   |                         | 2,672,702  |   |                        |   | 3,147,359 |   |
|                                                                                               |   |                         |       |   |                        |   |   |   |
| PROPERTY AND EQUIPMENT, net of accumulated depreciation of $4,311,020 and $3,838,297, respectively |   |                         | 4,231,512  |   |                        |   | 4,118,274 |   |
|                                                                                               |   |                         |       |   |                        |   |   |   |
| INTANGIBLE ASSETS – net of accumulated amortization of $-0- and $-0-, respectively           |   |                         | 607,928    |   |                        |   | 597,556 |   |
|                                                                                               |   |                         |       |   |                        |   |   |   |
| OTHER ASSETS                                                                                       |   |                         |       |   |                        |   |   |   |
| Investment in Novel Laboratories, Inc.                                                             |   |                         | 3,329,322  |   |                        |   | 3,329,322 |   |
| Security deposits                                                                                  |   |                         | 28,377     |   |                        |   | 28,377 |   |
| Restricted cash – debt service for EDA bonds                                                 |   |                         | 348,367    |   |                        |   | 291,420 |   |
| EDA bond offering costs, net of accumulated amortization of $82,431 and $68,300, respectively      |   |                         | 272,021    |   |                        |   | 275,554 |   |
|                                                                                               |   |                         |       |   |                        |   |   |   |
| Total Other Assets                                                                                 |   |                         | 3,978,087  |   |                        |   | 3,924,673 |   |
|                                                                                               |   |                         |       |   |                        |   |   |   |
| TOTAL ASSETS                                                                                       |   | $                            | 11,490,229 |   |                        | $      | 11,787,862 |   |

----

|                                                                                                                                                             |   | June 30,2011(Unaudited) |         |   | March 31,2011(Audited) |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------|--------------|--------|-----------------------------|--------|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                      |   |                         |         |   |                        |   |
| CURRENT LIABILITIES                                                                                                                                              |   |                         |         |   |                        |   |
| EDA bonds payable                                                                                                                                                |   | $                            | 3,385,000    |   |                        | $      | 3,385,000 |   |
| Short term loans and current portion of long-term debt                                                                                                           |   |                         | 13,528       |   |                        |   | 13,105 |   |
| Accounts payable and accrued expenses                                                                                                                            |   |                         | 1,071,097    |   |                        |   | 935,797 |   |
| Customer Deposits                                                                                                                                                |   |                         | —      |   |                        |   | 39,400 |   |
| Deferred revenues – current                                                                                                                                |   |                         | 13,333       |   |                        |   | 13,333 |   |
| Preferred share derivative interest payable                                                                                                                      |   |                         | 142,805      |   |                        |   | 282,680 |   |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| Total Current Liabilities                                                                                                                                        |   |                         | 4,625,763    |   |                        |   | 4,669,315 |   |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| LONG TERM LIABILITIES                                                                                                                                            |   |                         |         |   |                        |   |   |   |
| Deferred revenues                                                                                                                                                |   |                         | 175,557      |   |                        |   | 178,890 |   |
| Other long term liabilities                                                                                                                                      |   |                         | 75,129       |   |                        |   | 75,463 |   |
| Derivative liability – preferred shares                                                                                                                    |   |                         | 21,329,402   |   |                        |   | 14,192,329 |   |
| Derivative liability – warrants                                                                                                                            |   |                         | 24,126,576   |   |                        |   | 10,543,145 |   |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| Total Long Term Liabilities                                                                                                                                      |   |                         | 45,706,664   |   |                        |   | 24,989,827 |   |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| TOTAL LIABILITIES                                                                                                                                                |   |                         | 50,332,427   |   |                        |   | 29,659,142 |   |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| STOCKHOLDERS’ DEFICIT                                                                                                                                      |   |                         |         |   |                        |   |   |   |
| Common stock – par value $0.001, Authorized 355,516,558 shares Issued and outstanding – 243,363,531 shares and 180,545,657 shares, respectively |   |                         | 243,364      |   |                        |   | 180,546 |   |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| Additional paid-in-capital                                                                                                                                       |   |                         | 106,815,734  |   |                        |   | 97,116,044 |   |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| Accumulated deficit                                                                                                                                              |   |                         | (145,594,455 | )      |                        |   | (114,861,029 | ) |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| Treasury stock at cost (100,000 common shares)                                                                                                                   |   |                         | (306,841     | )      |                        |   | (306,841 | ) |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| TOTAL STOCKHOLDERS’ DEFICIT                                                                                                                                |   |                         | (38,842,198  | )      |                        |   | (17,871,280 | ) |
|                                                                                                                                                             |   |                         |         |   |                        |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                |   | $                            | 11,490,229   |   |                        | $      | 11,787,862 |   |

----

|                                                         |   | THREE MONTHS ENDEDJUNE 30, |        |
|--------------------------------------------------------------|--------|-------------------------------------------|-------------|
|                                                         |   | 2011                                      |        |   | 2010 |   |
| REVENUES                                                     |   |                                      |        |   |   |   |
| Manufacturing Fees                                           |   | $                                         | 599,439     |   |   | $ | 567,069 |   |
| Royalties and License Fees                                   |   |                                      | 310,031     |   |   |   | 181,034 |   |
| Lab and Product Development Fee Revenues                     |   |                                      | 80,506      |   |   |   | 83,817 |   |
|                                                         |   |                                      |        |   |   |   |   |   |
| Total Revenues                                               |   |                                      | 989,976     |   |   |   | 831,920 |   |
|                                                         |   |                                      |        |   |   |   |   |   |
| COSTS OF REVENUES                                            |   |                                      | 425,368     |   |   |   | 411,671 |   |
|                                                         |   |                                      |        |   |   |   |   |   |
| Gross Profit                                                 |   |                                      | 564,608     |   |   |   | 420,249 |   |
|                                                         |   |                                      |        |   |   |   |   |   |
| OPERATING EXPENSES                                           |   |                                      |        |   |   |   |   |   |
| Research and Development                                     |   |                                      | 445,497     |   |   |   | 165,008 |   |
| General and Administrative                                   |   |                                      | 324,596     |   |   |   | 258,321 |   |
| Non-cash compensation through issuance of stock options      |   |                                      | 6,113       |   |   |   | 15,358 |   |
| Depreciation and Amortization                                |   |                                      | 124,934     |   |   |   | 78,331 |   |
|                                                         |   |                                      |        |   |   |   |   |   |
| Total Operating Expenses                                     |   |                                      | 901,140     |   |   |   | 517,018 |   |
|                                                         |   |                                      |        |   |   |   |   |   |
| LOSS FROM OPERATIONS                                         |   |                                      | (336,532    | ) |   |   | (96,769 | ) |
|                                                         |   |                                      |        |   |   |   |   |   |
| OTHER INCOME / (EXPENSES)                                    |   |                                      |        |   |   |   |   |   |
| Interest expense, net                                        |   |                                      | (57,370     | ) |   |   | (58,069 | ) |
| Change in fair value of warrant derivatives                  |   |                                      | (13,583,430 | ) |   |   | 1,823,701 |   |
| Change in fair value of preferred share derivatives          |   |                                      | (16,610,788 | ) |   |   | (6,074,338 | ) |
| Interest expense attributable to preferred share derivatives |   |                                      | (142,806    | ) |   |   | (363,919 | ) |
|                                                         |   |                                      |        |   |   |   |   |   |
| Total Other Expenses                                         |   |                                      | (30,394,394 | ) |   |   | (4,672,625 | ) |
|                                                         |   |                                      |        |   |   |   |   |   |
| LOSS BEFORE PROVISION FOR INCOME TAXES                       |   |                                      | (30,730,926 | ) |   |   | (4,769,394 | ) |
|                                                         |   |                                      |        |   |   |   |   |   |
| PROVISION FOR INCOME TAXES                                   |   |                                      | 2,500       |   |   |   | — |   |
|                                                         |   |                                      |        |   |   |   |   |   |
| NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS                 |   | $                                         | (30,733,426 | ) |   | $ | (4,769,394 | ) |
|                                                         |   |                                      |        |   |   |   |   |   |
| NET LOSS PER SHARE                                           |   |                                      |        |   |   |   |   |   |
| Basic                                                        |   | $                                         | (0.13       | ) |   | $ | (0.05 | ) |
| Diluted                                                      |   | $                                         | (0.13       | ) |   | $ | (0.05 | ) |
|                                                         |   |                                      |        |   |   |   |   |   |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING         |   |                                      |        |   |   |   |   |   |
| Basic and Diluted                                            |   |                                      | 232,003,497 |   |   |   | 87,094,071 |   |

----

|                                                                                           |   | Common Stock |        |   |   |   |    | Treasury Stock      |   |   |        |   |   |   |    |
|------------------------------------------------------------------------------------------------|--------|-------------------|-------------|--------|--------|--------|---------|--------------------------|--------|--------|-------------|--------|--------|--------|---------|
|                                                                                           |   | Shares            |        |   | Amount |   |    | AdditionalPaid-InCapital |   |   | Shares      |   |   | Amount |    |   | AccumulatedDeficit |   |   | Stockholders’Deficit |   |
| Balance at Mar 31, 2011                                                                        |   |              | 180,545,657 |   |   | $      | 180,546 |                     |   | $      | 97,116,044  |   |   |   | 100,000 |   |   | $ | (306,841 | ) |   | $ | (114,861,029 | ) |   | $ | (17,871,280 | ) |
|                                                                                           |   |              |        |   |   |   |    |                     |   |   |        |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Loss                                                                                       |   |              |        |   |   |   |    |                     |   |   |        |   |   |   |    |   |   |   |   |   |   |   | (30,733,426 | ) |   |   | (30,733,426 | ) |
|                                                                                           |   |              |        |   |   |   |    |                     |   |   |        |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common shares issued in lieu of cash in payment of preferred share derivative interest expense |   |              | 4,775,017   |   |   |   | 4,775   |                     |   |   | 277,905     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   | 282,680 |   |
|                                                                                           |   |              |        |   |   |   |    |                     |   |   |        |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Conversion of Series D Preferred Shares into Common Shares                                     |   |              | 58,042,857  |   |   |   | 58,043  |                     |   |   | 9,415,672   |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   | 9,473,715 |   |
|                                                                                           |   |              |        |   |   |   |    |                     |   |   |        |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Non-cash compensation through the issuance of stock options                                    |   |              |        |   |   |   |    |                     |   |   | 6,113       |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   | 6,113 |   |
|                                                                                           |   |              |        |   |   |   |    |                     |   |   |        |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at June 30, 2011                                                                       |   |              | 243,363,531 |   |   | $      | 243,364 |                     |   | $      | 106,815,734 |   |   |   | 100,000 |   |   | $ | (306,841 | ) |   | $ | (145,594,455 | ) |   | $ | (38,842,198 | ) |

----

|                                                                          |   | THREE MONTHS ENDED JUNE 30, |        |
|-------------------------------------------------------------------------------|--------|-------------------------------------------------|-------------|
|                                                                          |   | 2011                                            |        |   | 2010 |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                                          |   |                                            |        |   |   |   |
| Net Loss                                                                      |   | $                                               | (30,733,426 | ) |   | $ | (4,769,394 | ) |
| Adjustments to reconcile net loss to cash used in operating activities:       |   |                                            |        |   |   |   |   |   |
| Depreciation and amortization                                                 |   |                                            | 124,934     |   |   |   | 121,344 |   |
| Change in fair value of warrant derivative liability                          |   |                                            | 13,583,430  |   |   |   | (1,823,701 | ) |
| Change in fair value of preferred share derivative liability                  |   |                                            | 16,610,788  |   |   |   | 6,074,338 |   |
| Preferred share derivative interest satisfied by the issuance of common stock |   |                                            | 282,680     |   |   |   | 306,440 |   |
| Non-cash compensation satisfied by the issuance of common stock and options   |   |                                            | 6,113       |   |   |   | 15,358 |   |
| Other                                                                         |   |                                            |        |   |   |   | 208 |   |
| Non-cash rent expense                                                         |   |                                            | 2,895       |   |   |   | — |   |
| Non-cash lease accretion                                                      |   |                                            | 312         |   |   |   | — |   |
|                                                                          |   |                                            |        |   |   |   |   |   |
| Changes in Assets and Liabilities                                             |   |                                            |        |   |   |   |   |   |
| Accounts receivable                                                           |   |                                            | 58,135      |   |   |   | 140,111 |   |
| Inventories                                                                   |   |                                            | 304,337     |   |   |   | 74,849 |   |
| Prepaid and other current assets                                              |   |                                            | 45,778      |   |   |   | 44,168 |   |
| Security deposits                                                             |   |                                            | —     |   |   |   | (13,126 | ) |
| Accounts payable, accrued expenses and other current liabilities              |   |                                            | 135,722     |   |   |   | (120,444 | ) |
| Deferred revenues and Customer deposits                                       |   |                                            | (42,733     | ) |   |   | — |   |
| Derivative interest payable                                                   |   |                                            | (139,875    | ) |   |   | — |   |
|                                                                          |   |                                            |        |   |   |   |   |   |
| NET CASH PROVIDED BY OPERATING ACTIVITIES                                     |   |                                            | 239,089     |   |   |   | 50,151 |   |
|                                                                          |   |                                            |        |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                          |   |                                            |        |   |   |   |   |   |
| Purchases of property and equipment                                           |   |                                            | (29,844     | ) |   |   | (12,082 | ) |
| Cost of leasehold improvements                                                |   |                                            | (204,794    | ) |   |   | — |   |
| Costs incurred for intellectual property assets                               |   |                                            | (10,372     | ) |   |   | (166,714 | ) |
| Deposits to restricted cash, net                                              |   |                                            | (56,947     | ) |   |   | (56,541 | ) |
| NET CASH USED IN INVESTING ACTIVITIES                                         |   |                                            | (301,956    | ) |   |   | (235,337 | ) |
|                                                                          |   |                                            |        |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                          |   |                                            |        |   |   |   |   |   |
| Other loan payments                                                           |   |                                            | (3,540      | ) |   |   | (3,117 | ) |
|                                                                          |   |                                            |        |   |   |   |   |   |
| NET CASH USED IN FINANCING ACTIVITIES                                         |   |                                            | (3,540      | ) |   |   | (3,117 | ) |
|                                                                          |   |                                            |        |   |   |   |   |   |
| NET CHANGE IN CASH AND CASH EQUIVALENTS                                       |   |                                            | (66,407     | ) |   |   | (188,303 | ) |
|                                                                          |   |                                            |        |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS – beginning of period                         |   |                                            | 1,825,858   |   |   |   | 578,187 |   |
| CASH AND CASH EQUIVALENTS – end of period                               |   | $                                               | 1,759,451   |   |   | $ | 389,884 |   |
|                                                                          |   |                                            |        |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                             |   |                                            |        |   |   |   |   |   |
| Cash paid for interest                                                        |   |                                            | 423         |   |   |   | 690 |   |
| Cash paid for taxes                                                           |   |                                            | 2,500       |   |   |   | — |   |

----

| NOTE 1 -  | BASIS OF PRESENTATION AND LIQUIDITY |
|--------------------------|-------------------------------------|

----

| NOTE 2 -  | CASH AND CASH EQUIVALENTS |
|--------------------------|---------------------------|

| NOTE 3 -  | INVENTORIES |
|--------------------------|-------------|

----

| NOTE 4 -  | INTANGIBLE ASSETS |
|--------------------------|-------------------|

| Intangible assets at March 31, 2011 (audited)                                  |   |   |    |
|--------------------------------------------------------------------------------|--------|--------|---------|
| Patent application costs                                                       |   |   | 147,556 |   |
| ANDA acquisitions                                                              |   |   | 450,000 |   |
| Total Intangible Assets at March 31, 2011 (audited)                            |   |   | 597,556 |   |
|                                                                           |   |   |    |   |
| Intangible asset costs capitalized during the three months ended June 30, 2011 |   |   |    |   |
| Patent application costs                                                       |   |   | 10,372  |   |
| ANDA acquisition costs                                                         |   |   | — |   |
|                                                                           |   |   |    |   |
| Amortization of intangible assets during the three months ended June 30, 2011  |   |   |    |   |
| Patent application costs                                                       |   |   | — |   |
| ANDA acquisition costs                                                         |   |   | — |   |
|                                                                           |   |   |    |   |
| Intangible assets at June 30, 2011 (unaudited)                                 |   |   |    |   |
| Patent application costs                                                       |   |   | 157,928 |   |
| ANDA acquisitions costs                                                        |   |   | 450,000 |   |
| Total Intangible Assets at June 30, 2011 (unaudited)                           |   |   | 607,928 |   |

| NOTE 5 -  | NJEDA BONDS |
|--------------------------|-------------|

----

----

| NOTE 6 -  | PREFERRED STOCK DERIVATIVE LIABILITIES |
|--------------------------|----------------------------------------|

| Preferred Stock Derivative Liability as of June 30, 2011                                |   |
|-----------------------------------------------------------------------------------------|--------|
|                                                                                    |   | Series B |   |   | Series C |   |   | Series D |   |   | Series E |   |   | Total |   |
| Preferred shares Outstanding                                                            |   |   | 896 |   |   |   | 5,418 |   |   |   | — |   |   |   | 3,062.5 |   |   |   | 9,376.5 |   |
|                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Underlying common shares into which Preferred may convert                               |   |   | 574,076 |   |   |   | 3,365,217 |   |   |   | — |   |   |   | 121,527,778 |   |   |   | 125,467,071 |   |
|                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Closing price on valuation date                                                         |   | $ | 0.17 |   |   | $ | 0.17 |   |   |   | n/a |   |   | $ | 0.17 |   |   | $ | 0.17 |   |
|                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Preferred stock derivative liability at June 30, 2011                                   |   | $ | 97,593 |   |   | $ | 572,087 |   |   | $ | — |   |   | $ | 20,659,722 |   |   | $ | 21,329,402 |   |
|                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Preferred stock derivative liability at March 31, 2011                                  |   | $ | 56,961 |   |   | $ | 333,906 |   |   | $ | 4,527,343 |   |   | $ | 9,274,119 |   |   | $ | 14,192,329 |   |
|                                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Change in preferred stock derivative liability for the three months ended June 30, 2011 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | $ | (16,610,788 | ) |

----

|                                                              |   | June 302011 |            |
|-------------------------------------------------------------------|--------|------------------|-----------------|
| Risk-Free interest rate                                           |   |             | 0.3% - 2.5      | % |
| Expected volatility                                               |   |             | 153% - 217      | % |
| Expected life (in years)                                          |   |             | 0.0 – 6.8 |   |
| Expected dividend yield                                           |   |             | —         |   |
| Number of warrants                                                |   |             | 154,334,659     |   |
|                                                              |   |             |            |   |
| Fair value – Warrant Derivative Liability                   |   | $                | 24,126,576      |   |
|                                                              |   |             |            |   |
| Change in warrant derivative liability for the three months ended |   | $                | (13,583,430     | ) |

| NOTE 7 - | PREFERRED SHARE DERIVATIVE INTEREST PAYABLE |
|--------------------|---------------------------------------------|

| NOTE 8 -  | OPERATING LEASES |
|--------------------------|------------------|

----

| Fiscal year ended March 31, 2012    |   |   | 79,248  |   |
|-------------------------------------|--------|--------|---------|--------|
| Fiscal year ended March 31, 2013    |   |   | 81,228  |   |
| Fiscal year ended March 31, 2014    |   |   | 83,259  |   |
| Fiscal year ended March 31, 2015    |   |   | 85,344  |   |
| Fiscal year ended March 31, 2016    |   |   | 87,363  |   |
| Total Minimum 5 year lease payments |   | $      | 416,442 |   |

|                                                     |   | Three MonthsEndedJune 30, 2010 |   |
|----------------------------------------------------------|--------|-----------------------------------------------|--------|
| Rent Expense                                             |   | $                                             | 22,584 |   |
|                                                     |   |                                          |   |   |
| Change in deferred rent liability                        |   |                                          | 2,895  |   |
| Balance of deferred rent liability (long-term liability) |   |                                          | 50,960 |   |

| NOTE 9 -  | DEFERRED REVENUES |
|--------------------------|-------------------|

| NOTE 10 -  | STOCKHOLDERS’ EQUITY |
|---------------------------|----------------------------|

----

| Description                                                                                                                                                                                                                                                              |   | SharesOfCommon Stock |       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|------------|
| Common shares issued in lieu of cash in payment of preferred share derivative interest expenses totaling $282,680 which were due and owing as of March 31, 2011 to holders of the Company’s Series B, Series C and Series D Preferred Share derivative instruments |   |                      | 4,775,017  |   |
|                                                                                                                                                                                                                                                                     |   |                      |       |   |
| Common shares issued pursuant to the conversion of Series D Preferred Share derivatives, with such derivative liabilities being valued at an aggregate of $9,473,715 at the time of their conversion                                                                     |   |                      | 58,042,857 |   |
|                                                                                                                                                                                                                                                                     |   |                      |       |   |
| Total Common Shares issued during the three months ended June 30, 2011                                                                                                                                                                                                   |   |                      | 62,817,874 |   |

| NOTE 11 -  | PER SHARE INFORMATION |
|---------------------------|-----------------------|

|                                                                  |   | For the Three MonthsEnded June 30, 2011 |        |
|-----------------------------------------------------------------------|--------|-----------------------------------------------------------------------|-------------|
| Numerator                                                             |   |                                                                  |        |
| Net Loss attributable to common shareholders                          |   | $                                                                     | (30,733,426 | ) |
|                                                                  |   |                                                                  |        |   |
| Denominator                                                           |   |                                                                  |        |   |
| Weighted-average shares of common stock outstanding - basic           |   |                                                                  | 232,003,497 |   |
|                                                                  |   |                                                                  |        |   |
| Dilutive effect of stock options, warrants and convertible securities |   |                                                                  | —     |   |
|                                                                  |   |                                                                  |        |   |
| Weighted-average shares of common stock outstanding - diluted         |   |                                                                  | 232,003,497 |   |
|                                                                  |   |                                                                  |        |   |
| Net loss per share                                                    |   |                                                                  |        |   |
| Basic                                                                 |   | $                                                                     | (0.13       | ) |
| Diluted                                                               |   | $                                                                     | (0.13       | ) |

| NOTE 12 -  | SUBSEQUENT EVENTS |
|---------------------------|-------------------|

----

----

----

|   | · | Phentermine HCl 37.5mg tablets (“Phentermine 37.5mg”) |
|--------|--------|-------------------------------------------------------------------|

|   | · | Hydromorphone HCl 8mg tablets (“Hydromorphone 8mg”) |
|--------|--------|-----------------------------------------------------------------|

|   | · | Naltrexone HCl 50mg tablets (“Naltrexone 50mg”) |
|--------|--------|-------------------------------------------------------------|

----

----

----

|   | · | Mikah Pharma LLC (the “Mikah Development Agreement”) |
|--------|--------|------------------------------------------------------------------|

|   | · | Hi-Tech Pharmacal Co. (the “Hi-Tech Development Agreement”) |
|--------|--------|-------------------------------------------------------------------------|

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----

----

----

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| ExhibitNumber |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1(a)        |   | Certificate of Incorporation of the Company, together with all other amendments thereto, as filed with the Secretary of State of the State of Delaware, incorporated by reference to (a) Exhibit 4.1 to the Registration Statement on Form S-4 (Reg. No. 333-101686), filed with the SEC on December 6, 2002 (the “Form S-4”), (b) Exhibit 3.1 to the Company’s Current Report on Form 8-K dated July 28, 2004 and filed with the SEC on July 29, 2004, (c) Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 26, 2008 and filed with the SEC on July 2, 2008, and (d) Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 19, 2008 and filed with the SEC on December 23, 2008. |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(b)        |   | Certificate of Designations, Preferences and Rights of Series A Preferred Stock, as filed with the Secretary of the State of Delaware, incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K dated October 6, 2004, and filed with the SEC on October 12, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(c)        |   | Certificate of Retirement with the Secretary of the State of the Delaware to retire 516,558 shares of the Series A Preferred Stock, as filed with the Secretary of State of Delaware, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated March 10, 2006, and filed with the SEC on March 14, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(d)        |   | Certificate of Designations, Preferences and Rights of Series B 8% Convertible Preferred Stock, as filed with the Secretary of the State of Delaware, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated March 15, 2006, and filed with the SEC on March 16, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(e)        |   | Amended Certificate of Designations of Preferences, Rights and Limitations of Series B 8% Convertible Preferred Stock, as filed with the Secretary of State of the State of Delaware, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated April 24, 2007, and filed with the SEC on April 25, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(f)        |   | Certificate of Designations, Preferences and Rights of Series C 8% Convertible Preferred Stock, as filed with the Secretary of the State of Delaware, incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K dated April 24, 2007, and filed with the SEC on April 25, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(g)        |   | Amended Certificate of Designations, Preferences and Rights of Series C 8% Convertible Preferred Stock, as filed with the Secretary of the State of Delaware, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated April 24, 2007, and filed with the SEC on April 25, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(h)        |   | Amended Certificate of Designations of Preferences, Rights and Limitations of Series B 8% Convertible Preferred Stock, as filed with the Secretary of State of the State of Delaware, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated September 15, 2008, and filed with the SEC on September 16, 2008.                                                                                                                                                                                                                                                                                                                                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(i)        |   | Amended Certificate of Designations, Preferences and Rights of Series C 8% Convertible Preferred Stock, as filed with the Secretary of the State of Delaware, incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K dated September 15, 2008, and filed with the SEC on September 16, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1(j)        |   | Amended Certificate of Designations of Preferences, Rights and Limitations of Series D 8% Convertible Preferred Stock, as filed with the Secretary of State of the State of Delaware, incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K dated September 15, 2008, and filed with the SEC on September 16, 2008.                                                                                                                                                                                                                                                                                                                                                                                                           |

----

| 3.1(k) |   | Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock, as filed with the Secretary of State of the State of Delaware, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated June 1, 2009, and filed with the SEC on June 5, 2009.                            |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 3.1(l) |   | Amended Certificate of Designations of the Series D 8% Convertible Preferred Stock as filed with the Secretary of State of the State of Delaware on June 29, 2010, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, dated July 1, 2010 and filed with the SEC on July 1, 2010                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 3.1(m) |   | Amended Certificate of Designations of the Series E Convertible Preferred Stock as filed with the Secretary of State of the State of Delaware on June 29, 2010, incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, dated July 1, 2010 and filed with the SEC on July1, 2010                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 3.2    |   | By-Laws of the Company, as amended, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 (Reg. No. 333-90633) made effective on February 28, 2000 (the “Form SB-2”).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.1    |   | Form of specimen certificate for Common Stock of the Company, incorporated by reference to Exhibit 4.1 to the Form SB-2.                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.2    |   | Form of specimen certificate for Series A 8% Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K, dated October 6, 2004, and filed with the SEC on October 12, 2004.                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.3    |   | Form of specimen certificate for Series B 8% Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated March 15, 2006 and filed with the SEC on March 16, 2006.                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.4    |   | Form of specimen certificate for Series C 8% Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated April 24, 2007 and filed with the SEC on April 25, 2007.                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.5    |   | Warrant to purchase 100,000 shares of Common Stock issued to DH Blair Investment Banking Corp., incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended September 30, 2004.                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.6    |   | Warrant to purchase 50,000 shares of Common Stock issued to Jason Lyons incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the period ended June 30, 2004.                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.7    |   | Form of Warrant to purchase shares of Common Stock issued to designees of lender with respect to financing of an equipment loan incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended June 30, 2004.                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.8    |   | Form of Short Term Warrant to purchase shares of Common Stock issued to purchasers in the private placement which initially closed on October 6, 2004 (the “Series A Financing”), incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K, dated October 6, 2004, and filed with the SEC on October 12, 2004 |
|   |   |                                                                                                                                                                                                                                                                                                                                        |
| 4.9    |   | Form of Long Term Warrant to purchase shares of Common Stock issued to purchasers in the Series A Financing, incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K, dated October 6, 2004, and filed with the SEC on October 12, 2004.                                                                                 |

----

| 4.10   |   | Form of Warrant to purchase shares of Common Stock issued to the Placement Agent, in connection with the Series A Financing, incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K, dated October 6, 2004, and filed with the SEC on October 12, 2004.                                                          |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.11   |   | Form of Replacement Warrant to purchase shares of Common Stock in connection with the offer to holders of Warrants in the Series A Financing (the “Warrant Exchange”), incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated December 14, 2005, and filed with the SEC on December 20, 2005. |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.12   |   | Form of Warrant to purchase shares of Common Stock to the Placement Agent, in connection with the Warrant Exchange, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, dated December 14, 2005, and filed with the SEC on December 20, 2005.                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.13   |   | Form of Warrant to purchase shares of Common Stock issued to purchasers in the private placement which closed on March 15, 2006 (the “Series B Financing”), incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, dated March 15, 2006 and filed with the SEC on March 16, 2006.                   |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.14   |   | Form of Warrant to purchase shares of Common Stock issued to purchasers in the Series B Financing, incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, dated March 15, 2006 and filed with the SEC on March 16, 2006.                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.15   |   | Form of Warrant to purchase shares of Common Stock issued to the Placement Agent, in connection with the Series B Financing, incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, dated March 15, 2006 and filed with the SEC on March 16, 2006.                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.16   |   | Form of Warrant to purchase 600,000 shares of Common Stock issued to Indigo Ventures, LLC, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated July 12, 2006 and filed with the SEC on July 18, 2006.                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.17   |   | Form of Warrant to purchase up to 478,698 shares of Common Stock issued to VGS PHARMA, LLC, incorporated by reference to Exhibit 3(a) to the Current Report on Form 8-K, dated December 6, 2006 and filed with the SEC on December 12, 2006.                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.18   |   | Form of Non-Qualified Stock Option Agreement for 1,750,000 shares of Common Stock granted to Veerappan Subramanian, incorporated by reference to Exhibit 3(b) to the Current Report on Form 8-K, dated December 6, 2006 and filed with the SEC on December 12, 2006.                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.19   |   | Form of Warrant to purchase shares of Common Stock issued to purchasers in the private placement which closed on April 24, 2007 (the “Series C Financing”), incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, dated April 24, 2007 and filed with the SEC on April 25, 2007.                   |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.20   |   | Form of Warrant to purchase shares of Common Stock issued to the placement agent in the Series C Financing, incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, dated April 24, 2007 and filed with the SEC on April 25, 2007.                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.21   |   | Form of specimen certificate for Series D 8% Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated September 15, 2008 and filed with the SEC on September 16, 2008.                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                 |
| 4.22   |   | Form of Warrant to purchase shares of Common Stock issued to purchasers in the private placement which closed on September 15, 2008 (the “Series D Financing”), incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, dated September 15, 2008 and filed with the SEC on September 16, 2008.       |

----

| 4.23   |   | Form of Warrant to purchase shares of Common Stock issued to the placement agent in the Series D Financing, incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, dated September 15, 2008 and filed with the SEC on September 16, 2008.                                                                                                                                                                       |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.24   |   | Form of specimen certificate for Series E Convertible Preferred Stock of the Company, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, dated June 1, 2009, and filed with the SEC on June 5, 2009.                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.25   |   | Warrant to purchase shares of Common Stock issued to Epic Investments, LLC in the initial closing of the Strategic Alliance Agreement, dated as of March 18, 2009, by and among the Company, Epic Pharma, LLC and Epic Investments, LLC, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, dated June 1, 2009, and filed with the SEC on June 5, 2009.                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 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                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 101    |   | The following materials from Elite Pharmaceuticals’ Quarterly Report on Form 10-Q for the period ended June 30, 2011, formatted in eXtensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; and (iv) Notes to Condensed Consolidated Financial Statements. |

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|   |            |   | ELITE PHARMACEUTICALS, INC.                  |
|--------|-----------------|--------|----------------------------------------------|
|   |            |   |                                         |
| Date:  | August 15, 2011 |   | /s/ Jerry Treppel                            |
|   |            |   | Jerry Treppel                                |
|   |            |   | Chief Executive Officer                      |
|   |            |   | (Principal Executive Officer)                |
|   |            |   |                                         |
| Date:  | August 15, 2011 |   | /s/ Carter J. Ward                           |
|   |            |   | Carter J. Ward                               |
|   |            |   | Chief Financial Officer                      |
|   |            |   | (Principal Financial and Accounting Officer) |

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