##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM
10-QSB/A
 
 September 30, 2006
 001-31608
 
 XCORPOREAL, INC.
  
 Delaware
    
    98-0349685(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification Number)
 11150
Santa Monica Blvd., Suite 340 Los Angeles, California 90025
 (310) 738-5138
 11400 W. Olympic Blvd., Suite 200
Los Angeles, California 90064
  þ o
 o þ
  Class
Common Stock, $0.0001 par value
    
    Outstanding as of April 9,
2007
14,200,050 shares
 o þ




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Explanatory Note
Regarding Amendment




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##### 



INDEX
  
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsBalance Sheets at September 30, 2006 (unaudited) and December 31, 2005Statements
of Operations (unaudited) for the three and nine  months ended September 30, 2006
and September 30, 2005 and the period from inception (May 4,
2001) to September 30, 2006Statement
of Stockholders Equity (deficit) for the nine months ended
September 30, 2006 and the period from inception (May 4,
2001) to September 30, 2006Statements
of Cash Flows (unaudited) for the nine  months ended
September 30, 2006 and the period from inception (May 4,
2001) to September 30, 2006Notes to Financial StatementsItem 2. Managements Discussion and AnalysisItem 3. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSignaturesEXHIBIT 3.2EXHIBIT 10.5EXHIBIT 10.6EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
   
 2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements.
 
 XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
INTERIM BALANCE SHEETS
(Unaudited)
 September 30, 2006
    
    
    December 31, 2005(restated)ASSETSOther Assets
    
    $
    1,000
    
    
    $
    Total Assets
    
    $
    1,000
    
    
    $
    LIABILITIESCurrentAccounts payable and accrued liabilities
    
    
    1,062,473
    
    
    
    18,330Due to related party
    
    
    
    
    
    
    34,227Total Current Liabilities
    
    
    1,062,473
    
    
    
    52,557STOCKHOLDERS EQUITY (DEFICIENCY)Preferred
stock, $0.0001 par value, 10,000,000
shares authorized, none outstanding
    
    
    
    
    
    
    Common
stock, $0.0001 par value, 100,000,000
shares authorized, 10,000,000 and 3,820,000
outstanding on  September
30, 2006 and December 31, 2005, respectively
    
    
    1,000
    
    
    
    382Additional
paid-in capital
    
    
    2,318,231
    
    
    
    90,618Deficit accumulated during development stage
    
    
    (3,380,704
    )
    
    
    (143,557
    )Total
Stockholders Deficiency
    
    
    (1,061,473
    )
    
    
    (52,557
    )Total Liabilities & Stockholders Deficiency
    
    $
    1,000
    
    
    $
    
  3




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XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
 STATEMENTS OF OPERATIONS
(Unaudited)
 May 4, 2001 (DateThree Months Ended
    
    
    Nine Months Ended
    
    
    of Inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006(restated)
    
    
    
    
    
    (restated)
    
    
    
    
    
    (restated)Operating
Expenses:Selling,
general and administrative
    
    $
    2,307,727
    
    
    $
    4,558
    
    
    $
    2,319,517
    
    
    $
    25,764
    
    
    $
    2,463,174Research and
development
    
    
    917,630
    
    
    
    
    
    
    
    917,630
    
    
    
    
    
    
    
    917,630Loss before
Other Income/(Expense) and Income Tax
    
    
    (3,225,357
    )
    
    
    (4,558
    )
    
    
    (3,237,147
    )
    
    
    (25,764
    )
    
    
    (3,380,804
    )Interest
Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100Loss before
income taxes
    
    
    (3,225,357
    )
    
    
    (4,558
    )
    
    
    (3,237,147
    )
    
    
    (25,764
    )
    
    
    (3,380,704
    )Income
taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Loss
    
    $
    (3,225,357
    )
    
 $
    (4,558
    )
    
 $
    (3,237,147
    )
    
 $
    (25,764
    )
    
 $
    (3,380,704
    )Basic and
diluted loss per share
    
    $
    (0.55
    )
    
    $
    (0.00
    )
    
    $
    (0.72
    )
    
    $
    (0.01
    )Weighted average
number of shares
outstanding
    
    
    5,835,217
    
    
    
    3,820,000
    
    
    
    4,499,121
    
    
    
    3,820,000
  4




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XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
 May 4, 2001 (Dateof Inception) toNine months ended September 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006(restated)
    
    
    
    
    
    (restated)Cash flows used in operating activitiesNet loss for the period
    
    $
    (3,237,147
    )
    
    $
    (25,764
    )
    
    $
    (3,380,704
    )Adjustment for item not involving
cash:Consulting fees
    
    
    2,162,611
    
    
    
    
    
    
    
    2,162,611Changes in non-cash working capital
items related to operationsPrepaid expenses
    
    
    
    
    
    
    600
    
    
    
    Accounts payable and accrued
liabilities
    
    
    1,044,143
    
    
    
    11,026
    
    
    
    1,062,473(30,393
    )
    
    
    (14,138
    )
    
    
    (155,620
    )Cash flows from financing activitiesCapital stock issued
    
    
    
    
    
    
    
    
    
    
    91,000Advance from a related party
    
    
    30,393
    
    
    
    13,774
    
    
    
    64,62030,393
    
    
    
    13,774
    
    
    
    155,620Decrease in cash during the period
    
    
    
    
    
    
    (364
    )
    
    
    Cash, beginning of the period
    
    
    
    
    
    
    576
    
    
    
    Cash, end of the period
    
    $
    
    
    
    $
    212
    
    
    $
    Supplemental disclosure of cash flow
information; cash paid for:Interest
    
    $
    
    
    
    $
    
    
    
    $
    Income taxes
    
    $
    
    
    
    $
    
    
    
    $
    Non-cash
Transactions  Note 10
  5




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XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
INTERIM STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
for the period May 4, 2001 (Date of Inception) to September 30, 2006
(Unaudited)  (restated)
 Deficit(Note 10)
    
    
    
    
    
    AccumulatedCommon Shares
    
    
    Additional Paid-in
    
    
    During DevelopmentNumber
    
    
    Par Value
    
    
    Capital
    
    
    Stage
    
    
    TotalCapital stock issued
for cash at $0.01
    
    
    2,500,000
    
    
    $
    250
    
    
    $
    24,750
    
    
    $
    
    
    
    $
    25,000Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (40,255
    )
    
    
    (40,255
    )Balance as at December
31, 2001
    
    
    2,500,000
    
    
    
    250
    
    
    
    24,750
    
    
    
    (40,255
    )
    
    
    (15,255
    )Capital stock issued
for cash at $0.05
    
    
    1,320,000
    
    
    
    132
    
    
    
    65,868
    
    
    
    
    
    
    
    66,000Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,249
    )
    
    
    (31,249
    )Balance as at December
31, 2002
    
    
    3,820,000
    
    
    
    382
    
    
    
    90,618
    
    
    
    (71,504
    )
    
    
    19,496Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,962
    )
    
    
    (12,962
    )Balance as at December
2003
    
    
    3,820,000
    
    
    
    382
    
    
    
    90,618
    
    
    
    (84,466
    )
    
    
    6,534Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,338
    )
    
    
    (23,338
    )Balance as at December
31, 2004
    
    
    3,820,000
    
    
    
    382
    
    
    
    90,618
    
    
    
    (107,804
    )
    
    
    (16,804
    )Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,753
    )
    
    
    (35,753
    )Balance as at December
31, 2005
    
    
    3,820,000
    
    
    
    382
    
    
    
    90,618
    
    
    
    (143,557
    )
    
    
    (52,557
    )Capital stock issued
for a licence at $0.00
    
    
    9,600,000
    
    
    
    960
    
    
    
    40
    
    
    
    
    
    
    
    1,000Capital stock cancelled
    
    
    (3,420,000
    )
    
    
    (342
    )
    
    
    342
    
    
    
    
    
    
    
    Warrants granted for
consulting fees
    
    
    
    
    
    
    
    
    
    
    2,162,611
    
    
    
    
    
    
    
    2,162,611Forgiveness of debt
 Note 6
    
    
    
    
    
    
    
    
    
    
    64,620
    
    
    
    
    
    
    
    64,620Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,237,147
    )
    
    
    (3,237,147
    )Balance as at
September 30, 2006
    
    
    10,000,000
    
    
    $
    1,000
    
    
    $
    2,318,231
    
    
    $
    (3,380,704
    )
    
    $
    (1,061,473
    )
  6




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XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2006
(Unaudited)
 Note 1
 Interim Reporting and Restatement
   Interim Balance Sheet(Unaudited)September 30, 2006as reported
    
    
    restatedOther Assets
    
    $
    9,750,000
    
    
    $
    1,000Total Assets
    
    $
    9,750,000
    
    
    $
    1,000Total Liabilities
    
    
    152,240
    
    
    
    1,062,473Common stock
    
    
    1,000
    
    
    
    1,000Additional paid-in capital
    
    
    9,819,620
    
    
    
    2,318,231Deficit accumulated during the development stage
    
    
    (222,860
    )
    
    
    (3,380,704
    )Total Stockholders Deficiency
    
    
    9,597,760
    
    
    
    (1,061,473
    )Total Liabilities & Stockholders Deficiency
    
    $
    9,750,000
    
    
    $
    1,000
 Interim Statements of Operations(Unaudited)Three months ended
    
    
    Nine months ended
    
    
    May 4, 2001 (Date of Inception) toSeptember 30, 2006
    
    
    September 30, 2006
    
    
    September 30, 2006as reported
    
    
    restated
    
    
    as reported
    
    
    restated
    
    
    as reported
    
    
    restatedExpensesThird-party research and development expenses
    
    $
    
    
    
    $
    896,797
    
    
    $
    
    
    
    $
    896,797
    
    
    $
    
    
    
    $
    896,797Legal Fees
    
    
    
    
    
    
    142,603
    
    
    
    
    
    
    
    142,603
    
    
    
    
    
    
    
    175,809Other
    
    
    67,513
    
    
    
    2,185,956
    
    
    
    79,303
    
    
    
    2,197,746
    
    
    
    222,960
    
    
    
    2,308,197Loss before interest income
    
    
    (67,513
    )
    
    
    (3,225,357
    )
    
    
    (79,303
    )
    
    
    (3,237,147
    )
    
    
    (222,960
    )
    
    
    (3,380,804
    )Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    100Net loss for the period
    
    $
    (67,513
    )
    
    $
    (3,225,357
    )
    
    $
    (79,303
    )
    
    $
    (3,237,147
    )
    
    $
    (223,060
    )
    
    $
    (3,380,704
    )Basic and diluted loss per share
    
    $
    (0.02
    )
    
    $
    (0.55
    )
    
    $
    (0.02
    )
    
    $
    (0.72
    )Weighted average number of shares outstanding
    
    
    4,374,348
    
    
    
    5,835,217
    
    
    
    4,006,813
    
    
    
    4,499,121
 Interim Statements of Cash Flows(Unaudited)Nine months ended
    
    
    May 4, 2001 (Date of Inception) toSeptember 30, 2006
    
    
    September 30, 2006as reported
    
    
    restated
    
    
    as reported
    
    
    restatedCash flows used in operating activities
    
    $
    150,012
    
    
    $
    (30,393
    )
    
    $
    24,773
    
    
    $
    (155,620
    )Cash flows from investing activity
    
    
    (150,000
    )
    
    
    
    
    
    
    (150,000
    )
    
    
    Cash flows from financing activities
    
    
    (12
    )
    
    
    30,393
    
    
    
    125,227
    
    
    
    155,620Decrease in cash during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash, beginning of the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash, end of the period
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Interim Statement of Stockholders Equity (Deficit)DeficitAccumulatedCommon Stock
    
    
    Additional Paid-in
    
    
    During DevelopmentNumber
    
    
    Par Value
    
    
    Capital
    
    
    Stage
    
    
    TotalCapital stock issued for a license (as reported)
    
    
    9,600,000
    
    
    $
    960
    
    
    $
    9,599,040
    
    
    $
    
    
    
    $
    9,600,000Capital stock issued for a license (restated)
    
    
    9,600,000
    
    
    $
    960
    
    
    $
    40
    
    
    $
    
    
    
    $
    1,000Warrants granted for consulting fees (as reported)
    
    
    
    
    
    $
    
    
    
    $
    65,000
    
    
    $
    
    
    
    $
    65,000Warrants granted for consulting fees (restated)
    
    
    
    
    
    $
    
    
    
    $
    2,162,611
    
    
    $
    
    
    
    $
    2,162,611Net loss for the period (as reported)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (79,303
    )
    
    $
    (79,303
    )Net loss for the period (restated)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (3,237,147
    )
    
    $
    (3,237,147
    )Balance as at September 30, 2006 (as reported)
    
    
    10,000,000
    
    
    $
    1,000
    
    
    $
    9,819,620
    
    
    $
    (222,860
    )
    
    $
    9,597,760Balance as at September 30, 2006 (restated)
    
    
    10,000,000
    
    
    $
    1,000
    
    
    $
    2,318,231
    
    
    $
    (3,380,704
    )
    
    $
    (1,061,473
    )
   Note 2  Nature and Continuance of Operations
     Note 3  Development Stage Company
  7




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XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2006
(Unaudited)
 Note 4  Significant Accounting Policies
  Identifiable Intangibles
  Stock-based Compensation
    Note 5  Lease Termination
  Note 6  Related Party Transaction
  May 2, 2001(Date ofNine months ended
    
    
    Inception) toSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006Administrative services
    
    $
    3,000
    
    
    $
    4,500
    
    
    $
    12,000
  8




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XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2006
(Unaudited)
 Note 6  Related Party Transaction (continued)
   Note 7  License Agreement
   Note 8  Merger Agreement
  Note 9  Stock Options and Warrants to Non-Employees
    9




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XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2006
(Unaudited)
 Note 9  Stock Options and Warrants to Non-Employees (continued)
  Nine months endedSeptember 30, 2006Expected dividend yield
    
    
    0.00
    %Expected volatility
    
    
    120
    %Risk-free interest rate
    
    
    4.70
    %Expected terms in years
    
    5 years
 Note 10 Non-cash Transactions
   a)
    
    We cancelled 3,420,000 shares of common stock.b)
    
    We issued 9,600,000 shares of common stock to acquire the right, title and interest to the name Xcorporeal, related
trademarks and domain names, and the right to enter into the Merger Agreement and License
Agreement to obtain the rights to technology relating to congestive heart and kidney
failure treatment and other devices. The value of the stock was
recorded at $1,000, the carryover basis of the Companys then 96%
shareholder.c)
    
    A former director of the Company forgave $64,620 of unpaid advances and management fees.
  Note 11  Subsequent Events
 Nevada Reincorporation
   10




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XCORPOREAL, INC.
(formerly Pacific Spirit Inc.)
(a Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2006
(Unaudited)
 Note 11  Subsequent Events (continued)
 Employment
Agreements
   Incentive Compensation Plan
  Financing
  Termination
of Merger Agreement
  11




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ITEM 2. Managements Discussion and Analysis or Plan of Operation.
 The following discussion of our financial condition and results of operations should be read
in conjunction with our financial statements and the related notes, and the other financial
information included in this report.
 Forward-Looking Statements
  Plan of Operation
 Overview
  License Agreement
  Description of Business
  1.
    
    Hospital congestive heart failure device2.
    
    Hospital renal replacement device3.
    
    Wearable congestive heart failure device4.
    
    Wearable artificial kidney
    12




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Competitors
  Governmental Regulations
       13




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Research and Development
  
    
    Improving the chemicals used in the dialysis process; the current chemicals have
been used for decades. Management believes that new chemicals that last longer and can
be used in small quantities would further reduce the cost and weight of its product.
    
    Developing software that allows physicians to customize the function of the device
to meet the specific dialysis needs of each patient.
    
    Adapting the technology underlying the wearable artificial kidney to other medical
uses. Management believes that this technology is a platform for a number of other
devices that can be used to treat other diseases and it would offer substantive value
propositions for patients and healthcare providers.
 Managements Discussion and Analysis
 Results
of Operations for the three and nine months ended September 30, 2006
  14




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Liquidity and Capital Resources
  Financing
  Off-Balance Sheet Arrangements
  License Agreement
     Restatement
of Interim Financial Statements
   Critical Accounting Policies and Estimates
   Identifiable Intangibles
  Stock-Based Compensation
 Share-Based
Payment
 Recent Accounting Pronouncements
 Accounting for Servicing of Financial Assets 
an amendment of FASB Statement No. 140
 Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109
 15




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Fair Value Measurements
 The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115, Accounting for Certain Investments in Debt and
Equity Securities SFAS No. 159 Fair Value Measurements.
 Accounting for Registration Payment
Arrangements FSP 00-19-2 Accounting for Contingencies.
 Considering the Effects of Prior Year Misstatement when Quantifying Misstatements in
Current Year Financial Statements, SAB No. 108
 Risk Factors
  Risks Related to Our Business
 Our limited operating history may make it difficult to evaluate our business to date and our future
viability.
  We expect to continue to incur operating losses, and if we are not able to raise necessary
additional funds we may have to reduce or stop operations.
  Our success will depend on our ability to retain our managerial personnel and to attract additional
personnel.
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We need to develop our financial and reporting processes, procedures and controls to support our
anticipated growth.
   We cannot assure you that we will be able to complete development and obtain necessary approvals
for our proposed products even if we obtain sufficient funding.
  The success of our business will depend on our ability to develop and protect our intellectual
property rights, which could be expensive.
   We may be subject to claims that we infringe the intellectual property rights of others, and
unfavorable outcomes could harm our business.
  17




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We may not be able to operate as a going concern and our business may fail.
  We compete against other dialysis equipment manufacturers with much greater financial resources and
better established products and customer relationships, which may make it difficult for us to
penetrate the market and achieve significant sales of our products.
   We have not commissioned or obtained marketing studies which support the likelihood of success of
our business plan.
  An unfavorable result in the pending arbitration could have a material adverse effect on our business.
  Risks Related to Our Industry
 Our business will always be strictly regulated by the federal and other governments, and we cannot
assure you that we will remain in compliance with all applicable regulation.
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Our failure to respond to rapid changes in technology and its applications and intense competition
in the medical devices industry could make our treatment system obsolete.
  Risks Related to Our Common Stock
 If a market for our common stock does not develop, our stockholders may be unable to sell their
shares.
  If a market for our common stock develops, our stock price may be volatile.
  Over
68% of our stock is controlled by a single stockholder who has the ability to substantially
influence the election of directors and the outcome of matters submitted to stockholders.
  19




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Investors interests in our company will be diluted and investors may suffer dilution in their net
book value per share if we issue additional shares or raise funds through the sale of equity
securities.
  We have never paid cash dividends and do not intend to do so.
  CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
   
    
    our capital needs and ability to obtain financing,
    
    our ability to successfully research and develop marketable products,
    
    our ability to obtain regulatory approval to market and distribute our products,
    
    anticipated trends and conditions in the industry in which we operate, including regulatory changes,
    
    general economic conditions, and
    
    other risks and uncertainties as may be detailed from time to time in our public
announcements and filings with the SEC.
  20




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ITEM 3. Controls and Procedures
     
    
    Effective January 2, 2007, we appointed an interim Chief Financial Officer with education and background
in accounting and finance, substantial experience as CFO of publicly traded companies, and adequate
knowledge of financial accounting, internal control, and generally accepted accounting principles.
    
    Effective February 27, 2007, our board of directors formed an Audit Committee composed of three
independent directors, including a chairman who meets the requirements as an audit committee financial
expert based on his experience and abilities.
    
    A thorough review of our financial reporting structures, internal control structures, and regulatory filings
was conducted by our CFO to ensure our controls and procedures are adequate and effective.
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PART II  OTHER INFORMATION
 
 ITEM 1. Legal Proceedings.
  National Quality Care, Inc. v. Victor Gura, M.D., et al.
 
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
 ITEM 4. Submission of Matters to a Vote of Security Holders.
    
 ITEM 5. Other Information.
 Board of Directors
  Terren S. Peizer
 Daniel S. Goldberger
 II-1




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Victor Gura, M.D.
 Marc G. Cummins
 Hervé de Kergrohen, M.D.
 Jay
A. Wolf
 Nicholas S. Lewin
   Chief Financial Officer
   Certifying
Accountant
    II-2




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ITEM
6.     Exhibits.
 No.
    
    Description of Exhibit2.1
    
    Merger Agreement (1)3.1
    
    Certificate of Incorporation, as
amended (1)3.2
    
    Bylaws, as amended (1)10.1*
    
    Indemnification Agreement for
directors (1)10.2*
    
    Xcorporeal, Inc. 2006 Incentive
Compensation Plan (1)10.3*
    
    Employment Agreement of Daniel S.
Goldberger (1)10.4
    
    License Agreement (1)10.5
    
    Irrevocable option Agreement10.6
    
    Contribution Agreement10.7*
    
    Employment Agreement of Victor
Gura, MD (2)31.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer  pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Management contracts, compensatory plans or arrangements.(1)
    
    Incorporated by reference to exhibit of the same number to
quarterly report on Form 10-QSB filed November 17, 2006.(2)
    
    Incorporated by reference to Exhibit 10.1 to current report
on Form 8-K filed December 1, 2006. II-3




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SIGNATURES
  Date: April 16, 2007
    By:

/s/
ROBERT S. STEFANOVICHRobert S. StefanovichInterim Chief Financial
Officer(Principal Financial officer and Principal Accounting
officer) II-4