**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**Form
      10-QSB**





x
            **Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934****for
                the quarterly period ended September 30,
                2007**





o
            **Transition
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934**





Commission
      file number: **333-64840**




**CELSIA
      TECHNOLOGIES, INC.**


(Exact
      Name of Small Business Issuer as Specified in Its Charter)





**Nevada**
            **91-2015441**(State
                or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
                Employer
              Identification
                No.)





**1395
      Brickell Avenue, Suite 800**


**Miami,
      Florida 33131**


(Address
      of Principal Executive Offices)





**(305)
      529-6290**


(Issuer’s
      Telephone Number, Including Area Code)





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





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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date.





Class
              Common
                Stock
            Outstanding
                as of November12**,**2007
              83,293,476





Transitional
      Small Business Disclosure Format: Yes o No x














**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1.**   **Financial
      Statements.**




Celsia
      Technologies, Inc. and Subsidiaries


Consolidated
          Balance Sheet as
            of
            September 30, 2007 Unaudited
              (US Dollars)
  AssetsCurrent
                    AssetsCash
                    and cash equivalents
                
                $
                4,043,258Receivable
                
                
                238,613Inventory
                
                
                128,275Prepaid
                    expenses
                
                
                50,947Other
                
                
                29,063Total
                    current assets
                
                
                4,490,156Guarantee
                    deposits
                
                
                144,100Advance
                    payments
                
                
                178,483Furniture
                    and equipment, net (note 1)
                
                
                624,454Deferred
                    Charges (note 1)
                
                
                1,899,226Royalty
                    Advance (note 3)
                
                
                500,000Intangible
                    Assets, net (note 3)
                
                
                98,878Total
                    assets
                
                $
                7,935,297Liabilities
                    and Stockholders' Equity (Deficit)Current
                    liabilitiesAccounts
                    payable
                
                $
                372,732Bond
                    Payable (note 4)
                
                
                330,373Accrued
                    expensesPayroll
                    and Related
                
                
                778,642Other
                
                
                403,274Other
                
                
                81,629Total
                    current liabilities
                
                
                1,966,650Convertible
                    Debenture, net (note 6)
                
                
                3,977,480Accrual
                    for Employee Retirement Benefits (note 3)
                
                
                123,679Total
                    liabilities
                
                
                6,067,809Stockholders'
                    equity (note 6 & 7)Preferred
                    Stock, Series A; $.001 par value; 30,000,000 shares authorized;
                    22,834,233
                    issued and outstanding
                
                
                22,834Preferred
                    Stock, Series B; $.001 par value; 7,000,000 shares authorized;
                    3,063,402
                    issued and outstanding
                
                
                3,063Common
                    stock; $.001 par value; 500,000,000 shares authorized; 83,293,476
                    issued
                    and outstanding
                
                
                83,294Common
                    stock Subscribed
                
                
                6,183Additional
                    paid-in-capital
                
                
                39,834,354Other
                    comprehensive loss
                
                
                (169,857
                )Accumulated
                    (deficit)
                
                
                (37,912,383
                )Total
                    stockholders' equity
                
                
                1,867,488Total
                    liabilities and stockholders' equity
                
                $
                7,935,297See
                    notes to consolidated financial statements
  F-1
  Celsia
                  Technologies, Inc. and SubsidiariesConsolidated
                  Statements of OperationsUnaudited
                  (US Dollars)
  Three
                  Months Ended
              
              Nine
                  Months EndedSeptember
                  30,
              
              September
                  30,2007
              
              2006
              
              2007
              
              2006Revenue
              
              $
              208,266
              
              $
              32,854
              
              $
              506,921
              
              $
              55,414Costs
                  and expensesCost
                  of Sales
              
              
              329,089
              
              
              149,670
              
              
              877,027
              
              
              433,924Selling
                  and Administrative expenses
              
              
              1,057,060
              
              
              2,117,212
              
              
              2,599,364
              
              
              4,802,375Depreciation
              
              
              44,406
              
              
              6,599
              
              
              133,637
              
              
              18,756Amortization
                  of deferred financing cost (note 1)
              
              
              147,761
              
              
              -
              
              
              231,925
              
              
              -Miscellaneous
                  (income) expense
              
              
              (3,054
              )
              
              (19,534
              )
              
              1,898
              
              
              (16,834
              )Total
                  costs and expenses
              
              
              1,575,262
              
              
              2,253,947
              
              
              3,843,851
              
              
              5,238,221Operating
                  (loss)
              
              
              (1,366,996
              )
              
              (2,221,093
              )
              
              (3,336,930
              )
              
              (5,182,807
              )Other
                  income (expenses)Financing
                  Expense (note 6)
              
              
              (3,430,591
              )
              
              -
              
              
              (9,491,155
              )
              
              -Net
                  Loss on Disposal of furniture and equipment
              
              
              -
              
              
              -
              
              
              -
              
              
              (45,900
              )Loss
                  on Investment
              
              
              -
              
              
              -
              
              
              -
              
              
              (110,670
              )Interest
                  and other income
              
              
              77,567
              
              
              61,902
              
              
              116,912
              
              
              134,593Interest
                  expense (notes 5 and 6)
              
              
              (626,113
              )
              
              (20,289
              )
              
              (812,076
              )
              
              (47,450
              )Total
                  other income (expenses)
              
              
              (3,979,137
              )
              
              41,613
              
              
              (10,186,319
              )
              
              (69,427
              )Net
                  (loss)
              
              $
              (5,346,133
              )
              $
              (2,179,480
              )
              $
              (13,523,249
              )
              $
              (5,252,234
              )Dividend
                  on Series A Preferred Stock (Note 7)
              
              $
              (101,296
              )
              $
              (2,360,171
              )
              $
              (142,440
              )
              $
              (3,037,869
              )Deemed
                  Dividend on Series A & B Preferred Stock
              
              
              
              
              
              
              
              $
              (652,318
              )Net
                  Loss Attributable to Common Shareholders
              
              $
              (5,447,429
              )
              $
              (4,539,651
              )
              $
              (14,318,007
              )
              $
              (8,290,103
              )Net
                  Loss per Share:Basic
                  and Diluted
              
              $
              (0.07
              )
              $
              (0.15
              )
              $
              (0.25
              )
              $
              (0.28
              )Weighted
                  Average Shares Outstanding
              
              
              83,258,145
              
              
              30,089,173
              
              
              58,412,810
              
              
              29,792,739
  See
          notes
          to consolidated financial statements
  F-2
 Celsia
          Technologies, Inc. and Subsidiaries Consolidated
            Statements of Cash Flows Unaudited
              (US Dollars)
  Nine
                    Months EndedSeptember
                    30,2007
                
                2006Cash
                    flows from operating activities:Net
                    (loss)
                
                $
                (13,523,249
                )
                $
                (5,252,234
                )Adjustments
                    to reconcile net (loss) to net cash (used)by
                    operating activities:Depreciation
                
                
                133,637
                
                
                18,756Amortization
                    of Deferred Charges
                
                
                231,925
                
                
                -Amortization
                    of Debt Discount
                
                
                574,736
                
                
                -Issuance
                    of warrants for service
                
                
                75,229
                
                
                -Issuance
                    of warrants as settlement
                
                
                32,700
                
                
                -Beneficial
                    Conversion Feature
                
                
                3,430,591
                
                
                -Financing
                    Expense
                
                
                6,060,564
                
                
                -Stock
                    Based Compensation
                
                
                150,291
                
                
                180,702Loss
                    on Investment
                
                
                -
                
                
                110,670Accrued
                    Registration Rights Penalty settled with Preferred Stock
                
                
                -
                
                
                902,611Loss
                    on Disposal of Furniture and Equipment
                
                
                -
                
                
                45,901Imputed
                    Interest, Net
                
                
                -
                
                
                (17,988
                )Changes
                    to certain other accounts:Receivable
                
                
                (183,161
                )
                
                64,673Inventory
                
                
                238
                
                
                (42,874
                )Advance
                    payments
                
                
                (43,380
                )
                
                (49,402
                )Prepaid
                    expenses
                
                
                (16,655
                )
                
                (12,437
                )Accounts
                    payable
                
                
                (48,038
                )
                
                (162,827
                )Accrued
                    expenses
                
                
                (208,510
                )
                
                (153,827
                )Accrual
                    for Employee Retirement Benefits
                
                
                (23,433
                )
                
                166,452Other
                
                
                (28,607
                )
                
                (4,388
                )Net
                    cash (used) by operating activities
                
                
                (3,385,122
                )
                
                (4,206,212
                )Cash
                    flows from investing activities:Deposits
                
                
                (13,294
                )
                
                (1,218
                )(Acquisition)
                    Redemption of short-term financial instrument
                
                
                -
                
                
                (10,571
                )Purchase
                    of furniture and equipment
                
                
                (64,119
                )
                
                (106,960
                )Net
                    cash (used) by investing activities
                
                
                (77,413
                )
                
                (118,749
                )Cash
                    flows from financing activities:Short-term
                    borrowings
                
                
                -
                
                
                (231,683
                )Long-term
                    borrowings
                
                
                -
                
                
                30,838Deferred
                    Finance Charge
                
                
                (1,139,607
                )
                
                -Proceeds
                    from issuance of Convertible Debt
                
                
                8,350,000
                
                
                -Net
                    cash (used) provided by financing activities
                
                
                7,210,393
                
                
                (200,845
                )Net
                    (decrease) increase in cash and cash equivalents
                
                
                3,747,858
                
                
                (4,525,806
                )Cash
                    and cash equivalents - beginning of period
                
                $
                295,400
                
                $
                6,009,966Cash
                    and cash equivalents - end of period
                
                $
                4,043,258
                
                $
                1,484,160Supplemental
                    cash flow disclosureNoncash
                    financing activityDuring
                    2007 and 2006 the Company recorded stock compensationarrangements
                    for certain employees and directors
                
                $
                150,291
                
                $
                180,702During
                    2007, the Company recorded a premium on the conversion ofissued
                    notes payable to convertible debenture as a deferred finance
                    charge
                
                $
                115,000
                
                $
                -During
                    2007, the Company issued warrants to placement agentsfor
                    convertible debenture as a deferred finance charge
                
                $
                876,544
                
                $
                -During
                    2006 the Company issued Preferred Stock as a PreferredStock
                    Dividend
                
                $
                -
                
                $
                1,554,703During
                    2006 the Company issued Common Stock as a PreferredStock
                    Dividend
                
                $
                -
                
                $
                1,772,308During
                    2006 the Company issued Preferred Stock Series A Sharesto
                    settle the Registration Rights Penalty
                
                $
                -
                
                $
                902,611During
                    2006 Preferred Shares were converted into Common Shares
                
                $
                -
                
                $
                428
 See
          notes
          to consolidated financial statements
  F-3
 Celsia
          Technologies, Inc. and Subsidiaries Notes
            to
            Consolidated Financial Statements
 September
          30, 2007
  **Note
          1 - Summary of significant accounting policies**
  **Organization**
  Celsia
          Technologies, Inc. (the "Company" or "Celsia"), a US Corporation incorporated
          in
          Nevada, is formerly known as iCurie, Inc. Celsia's
          operations consist of research, development, and commercialization of
          next-generation cooling solutions. The Company was founded in 2000 to address
          the emerging heat problem that
          now
          threatens the development of higher-performing microelectronic products.
          Celsia
          anticipates being the first  Company
          to take this innovative thermal management technology from the laboratory
          to
          high volume manufacturing, and
          operate as both a licensor of the technology and a vertically integrated
          provider of customized applications.
  The
          Company's corporate headquarters is located in Miami, USA with subsidiaries
          in
          London, United Kingdom and Seoul,
          South Korea. Our Design and Manufacturing operations are based in Seoul.
          Our
          patented NanoSpreaderTM is
          a
          completely new alternative to conventional cooling devices. By utilizing
          a nano
          scale environment, the laws of physics
          are manipulated enabling our cooling technology to be thinner, lighter
          and
          deliver significantly higher thermal conductivity
          (heat transfer capacity) versus conventional options such as Heat Pipes.
          And, we
          can supply our plate-shaped
          heat spreaders in virtually any shape that a design engineer requires.
          As a
          result, customers should be able to achieve
          improved product performance without trading off size, weight or cost
          considerations.
  Celsia
          Technologies, Inc.'s subsidiaries consist of (i) Celsia Technologies UK
          Limited
          ("UK Subsidiary"), a United Kingdom Company formerly
          known as iCurie Lab Holdings Limited, and (ii) Celsia Technologies Korea,
          Inc.
          ("Korea Subsidiary"), a Korean Company
          formerly known as iCurie Lab, Inc. In consolidation, all significant
          intercompany balances and transactions have
          been
          eliminated.
 **Financial
          reporting**
  The
          accompanying unaudited condensed consolidated financial statements have
          been
prepared
          in accordance with accounting principles generally accepted in the United
          States
 of
          America for interim financial information. They do not include all of the
          information and footnotes required
          by accounting principles generally accepted in the United States of America
          for
          complete financial
          statements. In the opinion of management, all adjustments, consisting of
          normal
          recurring accruals,
          considered necessary for a fair presentation have been included. Operating
          results for the
          nine
          month period ended September 30, 2007 are not necessarily indicative of
          the
results
          that may be expected for the year ended December 31,
          2007.
  The
          Company prepares its financial statements in conformity with accounting
          principles generally
          accepted in the United States of America, which require management to make estimates
            and assumptions that affect the reported amounts in the financial statements.
            Although
            these statements are based on management's best knowledge of current events
              and actions that the Company may undertake in the future, actual results
              could
differ
              from those estimates. Significant
              estimates required to be made by management include the valuation of
investments,
              equity securities issued, prepaid royalties, registration rights, intangible
              assets, and
              accouting for convertible
              debentures.
  **Going
          Concern**
  The
          accompanying financial statements have been prepared assuming the Company
will
          continue as a going concern, which contemplates the realization of assets
          and
satisfaction
          of liabilities in the normal course of business. The Company and its Subsidiaries
          have recently commenced limited revenue producing operations and have sustained
          accumulated losses since inception of approximately $37.9 million. The
Company
          and its Subsidiaries have funded operations through equity and debt financing
          since
          inception. All these factors raise substantial doubt over the Company's
          ability
to
          continue as a going concern.
  **Cash
            and Cash Equivalents**
  Cash
              and
              cash equivalents include all cash balances and highly liquid investments,
including
              time deposits, which are readily convertible into known amounts of
              cash
              and have an original maturity dates of three months or less. The Company
and
              its
              Subsidiary's cash and cash equivalents are maintained in banks and
financial
              institutions in the United States, United Kingdom and South Korea,
              and they have
              not experienced
              any losses on their cash
              balances.
  **Inventory**
  Inventory
                  consists of finished goods ready to be sold to customers. Inventories
                  are
                  carried at the lower of
                  cost
                  or market value.
  **Investment**
  The
                    UK
                    Subsidiary owns 527,000 shares of an entity affiliated through
                    common
                    management. During
                    2006, the Company recorded a $110,670 loss on investment to bring
                    its carry
                    basis down to
                    its
                    estimated net realizable value. These shares have been fully
                    reserved and carry
                    a book value of
                    $ 0 as
                    of September 30, 2007.
  F-4
  **Revenue
                      recognition**
  The
                      Company's policy is to record revenue as earned when the following
                      attributes
                      are met.
  ·
                            Persuasive
                                evidence of a sale arrangement
                                exists.
  ·
                              Delivery
                                  has occurred to the customers.
  ·
                                The
                                    sales price to the customer is fixed or
                                    determinable.
  ·
                                Collection
                                    is reasonably
                                    assured.
 The
          Company recognized revenues of $506,921 and $55,414 for the nine months
          ended
September
          30, 2007 and 2006, respectively, from customer orders for test samples
          and
          commercial deliveries.
 **Deferred
          costs**
  In
          connection with obtaining debt financing as described in Note 6, the Company
          incurred legal and other related
          fees. Deferred financing costs incurred in connection with long-term financing
          amounted
          to $2,131,150 and are being amortized on a straight-line basis over
          the
          stated term of the loan. Amortization expense for the nine months ended
September
          30, 2007 amounted to $231,925.
  **Furniture
          and equipment**
  Furniture
          and equipment at June 30, 2007 are summarized as follows:
 Vehicles
              
              $
              72,327Machinery
              
              
              605,481Furniture
                  and fixtures
              
              
              411,8431,089,651Accumulated
                  depreciation
              
              
              (465,197
              )$
              624,454
  Furniture
          and equipment are stated at cost. Major renewals and betterments, which
prolong
          the useful life or enhance the value of assets, are capitalized. Depreciation
          is
computed
          using the straight-line method over the estimated life of five years for 
machinery
          and equipment, furniture and fixtures, and vehicles. Depreciation expense
          for the nine months ended September 30, 2007 and 2006 amounted to $133,637
and
          $18,756, respectively.  **Net
              Loss per Share**
  Basic
                Loss per share is computed by dividing net loss attributable to common
                shareholders for the period
                by
                the weighted average number of common shares outstanding during the
                period.
                Diluted  earnings
                per share is computed by dividing net earnings by the weighted average
                number of
                shares plus the
                dilutive effect of convertible debt and preferred shares and outstanding
                options
                and warrants. Approximately
                23 million and 3 million shares to be issued upon conversion of Series
                A and
                Series B, respectively, Preferred
                Shares were excluded from the calculation of diluted earnings per
                share for the
                period ended
                September 30, 2007 and 2006, respectively, because they were anti-dilutive.
                Approximately
                136 million shares to be issued upon conversion of the convertible
                debenture
                were excluded from the calculation
                of diluted earnings per share for the period ended September 30,
                2007 because
                they were
                anti-dilutive.
  **Long-lived
                assets**
  Long-lived
                  assets are reviewed for impairment whenever events or changes in
                  circumstances indicate that the carrying amount of the assets may
                  not be recoverable.
                  When the aggregate undiscounted future cash flows is less than
the
                  carrying value of the asset, an impairment loss is recognized,
                  based on the
fair
                  value of the asset.
 **Business
                risks**
 The
                  Company is subject to the risks associated with start-up and high
                  growth companies
                  such as the risks of raising adequate capital, producing profitable
operations,
                  and operating in various countries throughout the
                  world.
 **Research
                  and development costs**
  Research
                and development costs are expensed as incurred and amounted to $439,725
                and $624,337 for the nine months ended September 30, 2007 and 2006,
                respectively.
  **Foreign
                  currency translation**
  The
                  reporting and functional currency of the Company and its UK Subsidiary
                  is the
                  U.S. Dollar, while the functional currency of Korea Subsidiary
                  is the Korean
                  Won.
  The
                  assets and liabilities of the Korea Subsidiary have been translated
                  into U.S.
                  Dollars at the prevailing period-end rate of exchange, while the
                  related income
                  and expense items were translated at the average rate of exchange
                  during the
                  period. The resulting translation adjustments are accumulated in
                  a separate
                  component of stockholders' equity (deficit).
 
 The
                  Company follows Financial Accounting Standards No. 130 (SFAS 130)
                  "Reporting
                  Comprehensive Income." SFAS 130 requires a Company to report comprehensive
                  income (loss) and its components in a full set of financial statements.
                  Comprehensive income (loss) includes the change in equity during
                  a period from
                  transactions and other events and circumstances from non-owner
                  sources, such as
                  unrealized gains (losses) on foreign currency translation adjustments.
                  Changes
                  in unrealized foreign currency translation gains (losses) for the
                  nine months
                  ended September 30, 2007 and 2006 amounted to ($51,293) and $(19,231),
                  respectively. Accordingly, comprehensive loss for the nine months
                  ended
                  September 30, 2007 and 2006 amounted to $13,574,542 and $5,271,465,
                  respectively.
  F-5
  **Fair
                  value of financial instruments**
  The
                  Company's cash, receivables, accounts payable, short-term debt,
                  bonds payable,
                  and convertible debenture represent financial instruments whose
                  carrying amounts
                  reasonably approximate their fair value.
 
 **Recent
                  accounting pronouncements**
  In
                  July
                  2006, the Financial Accounting Standards Board (FASB) issued FASB
                  Interpretation
                  No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB
                  Statement No. 109 (FIN 48), which provides clarification related
                  to the process
                  associated with accounting for uncertain tax positions recognized
                  in
                  consolidated financial statements. FIN 48 prescribes a more-likely-than-not
                  threshold for financial statement recognition and measurement of
                  a tax position
                  taken, or expected to be taken, in a tax return. FIN 48 also provides
                  guidance
                  related to, among other things, classification, accounting for
                  interest and
                  penalties associated with tax positions, and disclosure requirements.
                  FIN 48 is
                  effective for fiscal years beginning after December 15, 2006. The
                  adoption of
                  this statement did not have a material effect on the Company's
                  future reported
                  financial position or results of operations.
  In
                  September 2006, the FASB issued SFAS No. 157, “Fair Value
                  Measurements” (“SFAS 157”), which provides guidance for
                  measuring the fair value of assets and liabilities, as well as
                  requires expanded
                  disclosures about fair value measurements. SFAS 157 indicates that
                  fair value
                  should be determined based on the assumptions marketplace participants
                  would use
                  in pricing the asset or liability, and provides additional guidelines
                  to
                  consider in determining the market-based measurement . The adoption
                  of this
                  standard is not expected to have a material effect on the Company’s results of
                  operations or financial position. **
  In
                  February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
                  Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits all
                  entities to choose to measure eligible items at fair value at specified
                  election
                  dates. The adoption of this standard is not expected to have a
                  material effect
                  on the Company’s results of operations or financial position.
 
 **Note
                  2 - Income Taxes**
  The
                  Company recognizes deferred tax assets and liabilities created
                  by temporary
                  differences between the financial statement and tax basis of assets
                  and
                  liabilities. Deferred tax assets and liabilities are computed on
                  such temporary
                  differences, including available net operating loss carry forwards
                  and tax
                  credits, by applying enacted statutory tax rates applicable to
                  the years when
                  such differences are expected to reverse. A valuation allowance
                  is provided on
                  deferred tax assets to the extent that it is more likely than not
                  that such
                  deferred tax assets will not be realized.
 
 The
                  Company currently operates in the United States, while its Subsidiaries
                  operate
                  in the United Kingdom and South Korea. Operating loss carryforwards
                  in the
                  United States approximated $8,000,000 at December 31, 2006, and
                  can be carried
                  forward for 20 years, expiring in the years 2025-2026. Operating
                  loss
                  carryforwards in the United Kingdom approximated $9,000,000 at
                  December 31,
                  2006, and can be carried forward indefinitely, provided the Company
                  (i) doesn't
                  cease operations and (ii) doesn't change its business nature, while
                  operating
                  loss carryforwards in South Korea approximated $4,300,000 at December
                  31, 2006,
                  and expire in the years 2007-2011. The Company has a deferred tax
                  asset of
                  approximately $6,700,000 and has recorded a full valuation allowance
                  against the
                  deferred tax asset resulting from these tax loss carry-forwards.
 
 **Note
                  3 - Commitments**
  **Operating
                  Leases**
  The
                  Company has two leases in Seoul, Korea for its pilot plant, as
                  well as for its
                  administrative and research office. One lease expires in March
                  2008 and the
                  other in July 2007. As of December 31, 2006, the minimum future
                  rental
                  commitments under all non-cancelable operating leases with terms
                  greater than
                  one year, are as follows:
  Year
                              Ending December 31,2007
                          
                          $
                          113,8322008
                          
                          $
                          13,871$
                          127,703
  **Accrual
                  for Employment Retirement Benefits**
  The
                  Company has recorded a liability of $123,679 as of September 30,
                  2007, as a
                  result of a legal decision by the Korean Supreme Court in 2006
                  related to
                  employment benefits. The Company believes that this potential liability
                  will not
                  be paid within the current year, and it has therefore been recorded
                  as a long
                  term liability.
 
 **Commitments
                  to a third party**
 
 According
                  to an agreement between the Korea Subsidiary and Sae Han IT, on
                  May
                  21,  2004,
                  The
                  Korea Subsidiary is to provide 25 percent of gross margin to B.A.C.
                  Network
                  (BAC) from the micro cooling systems business for 3 years from
                  the initial sales
                  to  include
                  only LG Electronics, LGIBM, and others to which LG Electronics
                  and LGIBM will
                  supply the Company's products. Gross margin is determined based
                  on the
                  difference between suppliers' unit cost and selling price to purchaser. 
Through September 30, 2007, no qualifying sales have occurred.
 
 **Royalty
                  Agreement**
 
 On
                  May
                  18, 2005, the UK Subsidiary entered into a Royalty Agreement with
                  CHL Investment
                  Partnership ("CHL") and Hansen Gray & Company, Inc. ("Hansen Gray"). The
                  terms of the agreement call for a payment of 1.14% and 0.86% of
                  revenue to CHL
                  and Hansen Gray, respectively, once the UK Subsidiary's revenue
                  exceeds $25
                  million. The agreement is terminated once the aggregate payment
                  to CHL and
                  Hansen Gray totals $50 million. During 2005, the Company paid a
                  Royalty Advance
                  to Hansen Gray totaling $500,000 which is recorded as a royalty
                  advance.
  F-6
 On
                  July 18, 2007, the Company and AMF Capital, Inc.
                  (formerly known as Hansen Gray & Company, Inc) (“AMF”) entered into a
                  Settlement Agreement and Release pursuant to which the Company
                  and AMF resolved
                  certain claims of AMF against the Company. Pursuant to the Settlement
                  Agreement,
                  the Company paid $100,000 in cash to AMF and issued to AMF a warrant
                  to purchase
                  1,000,000 shares of common stock of the Company at an exercise
                  price of $0.88
                  per share, and AMF released the Company from any and all claims
                  except for
                  certain specified contractual rights as set forth in the Settlement
                  Agreement.
  CHL
                  is an
                  organization in which Dr. Jeong Hyun Lee (a former Director of
                  the Company) holds
                  an
                  interest in. Hansen Gray is an entity affiliated through common
                  management.
 
 **Intangible
                  Assets**
 
 In
                  April
                  2007, Celsia acquired certain assets and liabilities together with
                  two sales
                  executives and a thermal management customer base from CheongNam
                  International
                  Co. Ltd. ("CNIT"), a Korean entity, for approximately $70,000.
                  The Company has
                  recorded assets of approximately $88,000, liabilities of approximately
                  $82,000
                  and intangible asset (which is the value assigned to the acquired
                  customer list)
                  of approximately $64,000. The Company is amortizing this customer
                  list over 36
                  months.
 
 The
                  Company has also recorded an intangible asset for costs incurred
                  with filing
                  approved patents and trademarks of approximately
 $34,000.
 
 **Registration
                  Rights**
 
 The
                  Company entered into a registration rights agreement with the preferred
                  series B
                  share holders dated December 16, 2005. Under the terms of the Registration
                  Rights Agreement, the Company is required to use its best efforts
                  to file a
                  Registration Statement covering the underlying Common Stock within
                  six months
                  after the Company's Registration Statement on Form SB-2 (SEC File
                  No. 333-128856) is declared effective. The Company is required to maintain
                  the effectiveness of the Initial Registration Statement through the first
                  anniversary of the Closing Date and shall use its best efforts
                  to maintain the
                  effectiveness of the Initial Registration Statement through the
                  second
                  anniversary of the Closing Date. This agreement was amended on
                  May 25, 2007 to
                  reflect the subordination of rights under this agreement to the
                  registration
                  rights agreement entered into by the Company on May 25, 2007 as
                  described
                  below.
 
 The
                  Company entered into a registration rights agreement with the Convertible
                  Debenture Holders dated May 25, 2007 (see Note 6). Under the terms
                  of the
                  Registration Rights Agreement, the Company is required to file
                  a Registration
                  Statement (the "Initial Registration Statement") covering the Common
                  Stock
                  (i) into which the Debentures are convertible and (ii) for which the
                  Warrants and Placement Agent Warrants are exercisable (collectively,
                  the
“Registrable Securities”) within 30 days of a demand by Debenture Holders or
                  within six (6) months after the Closing Date. If the Initial Registration
                  Statement is not filed on or prior to its Filing Date, or in certain
                  other
                  circumstances, the Company shall pay to each Debenture Holder an
                  amount in cash
                  equal to 1.0% of the aggregate purchase price paid by such Debenture
                  Holder
                  pursuant to the Purchase Agreement for any unregistered securities
                  then held by
                  such Debenture Holder. Management has not accrued a liability for
                  this
                  contingency as they feel the non-performance of the filing requirement
                  is
                  remote.
 
 **Note
                  4 - Bond payable**
 
 The
                  bond
                  payable (Won 300 million) at September 30, 2007, was issued to
                  Asia Vital
                  Components in December 2002 and matures in December 2007. The bond
                  carries no
                  interest and has been discounted using a 7% interest rate. At September
                  30, 2007
                  the unamortized bond discount amounted to ($1,985).
  The
                  bond
                  payable at June 30, 2007 is summarized as follows:
  Face
                              Amount
                          
                          $
                          328,388Less:
                              Discount
                          
                          
                          (95,594
                          )Plus:
                              Amortization of discount
                          
                          
                          97,579Carrying
                              value
                          
                          $
                          330,373
 
 **Note
                  5 - Notes Payable**
 
 On
                  February 20, 2007 and April 20, 2007, the Company issued Secured
                  Convertible
                  Promissory Notes (the “Notes”) in an aggregate principal amount of $1,000,000
                  and $150,000, respectively, to certain purchasers (the “Noteholders”) pursuant
                  to the terms of Securities Purchase Agreements dated as of February
                  20, 2007 by
                  and between the Company and the Noteholders. The Notes carry an
                  annual interest
                  rate of 10%, with all principal and accrued interest being due
                  and payable on
                  June 20, 2007; provided, however, that upon the terms and subject
                  to the
                  conditions of the Notes, all outstanding principal and interest
                  on the Notes
                  will automatically convert into securities of the Company issued
                  pursuant to a
                  Company financing meeting certain conditions (a “Qualified Financing”). if such
                  Qualified Financing is effectuated on or prior to June 20, 2007.
                  All principal
                  and accrued interest on the Notes shall become payable prior to
                  June 20, 2007 upon certain events of default relating to, among
                  things, the bankruptcy or dissolution of the Company, the sale
                  of substantially
                  all of the Company’s assets and certain breaches by the Company of the terms and
                  conditions of the Notes and related agreements. The obligations
                  evidenced by the
                  Notes are secured by a pledge of substantially all of the Company’s assets,
                  including the capital stock of Celsia Technologies UK Limited and
                  Celsia
                  Technologies Korea, Inc. In connection with the issuance of the
                  Notes, the
                  Company’s Chief Executive Officer and Chief Financial Officer have agreed
                  to
                  transfer approximately 735,000 shares of Company common stock held
                  by such
                  executives to the Noteholders in the event that a Qualified Financing
                  does not
                  occur on or prior to June 20, 2007.
 
 On
                  May
                  25, 2007, the Company issued Convertible Debentures which met the
                  conditions of
                  a Qualified Financing. The Notes, totaling principal of $1,150,000,
                  interest of
                  $27,847, and a 10% premium on principal totaling $115,000, were
                  automatically
                  converted into the Convertible Notes (see Note 6). Upon completion
                  of the
                  transaction, the 735,000 shares of Company common stock pledged
                  by the Company's
                  Chief Executive Officer and Chief Financial Officer were returned
                  to
                  them.
 
 **Note
                  6 - Convertible Debentures**
 
 On
                  May
                  25, 2007, the Company issued 8% Secured Convertible Debentures
                  due May 25, 2010
                  (the “Debentures”) in the aggregate principal amount of $8,142,847 to certain
                  individuals and entities, together with warrants exercisable for
                  a total of
                  70,752,778 shares of the Company’s common stock at a price of $0.144, for an
                  aggregate of $6,850,000 in cash and the surrender of previously
                  outstanding
                  promissory notes of the Company totaling $1,292,847 (see Note 5).
                  The Company
                  used the Black Scholes option-pricing model to value the warrants
                  issued to the
                  Debenture Holders and applied it to the principal amount to determine
                  the
                  convertible debt discount. The Company will amortize the discount
                  over the life
                  of the Debenture (36 months).
  F-7
  The
                  sale
                  of Debentures and Warrants (the “Debenture Offering”) was effected pursuant to a
                  Securities Purchase Agreement dated as of May 25, 2007 between
                  the Company and
                  the Debenture Holders (the “Purchase Agreement”). In connection with the
                  Debenture Offering, the Company entered into a Security Agreement
                  and
                  Registration Rights Agreement, each dated as of May 25, 2007, with
                  the Debenture
                  Holders (see Note 3).
 
 On
                  August
                  17, 2007, the Company issued an additional 8% Secured Convertible
                  Debenture due
                  May 25, 2010 in the principal amount of $350,000, together with
                  a warrant to
                  purchase 2,800,000 shares of the Company’s common stock at a price of $0.144,
                  for $350,000 in cash, on the same terms as the Company’s debentures and warrants
                  issued on May 25, 2007.
 
 In
                  connection with the Debenture Offerings, the placement agents (i)
                  received a
                  cash fee of approximately $618,000 and (ii) are entitled to receive
                  warrants to
                  purchase 5,120,000 shares of the Company’s common stock at a price of $0.144.
                  The Company has recorded payments to the placement agents as a
                  deferred cost
                  (see Note 1).
  As
                  part
                  of the debt financing, each holder of Series A & B Preferred Stock who
                  certified their status as an accredited investor was issued 2.19
                  shares of
                  Common Stock for each share of Preferred Stock held. The Company
                  has recorded a
                  financing expense of $6,060,564 representing the fair value of
                  the 50,504,696
                  shares of Common Stock issued as an inducement to the Series A
& B Preferred
                  Shareholders to consent to the convertible debenture. As of September
                  30, 2007,
                  46,517,737 shares of Common Stock have been issued and the remaining
                  3,986,959
                  shares have been recorded as Common Stock subscribed. As part of
                  the same
                  consent, the Series A & B Preferred Shareholders agreed to modify the terms
                  of the preferred stock to eliminate their seniority to the Debenture
                  holders in
                  regards to the sale or liquidation of the Company, forfeit any
                  unpaid and
                  undeclared dividends through May 24, 2007, lower the dividend rate
                  on the Series
                  A Preferred Stock to two percent per annum (2%) going forward,
                  and eliminate
                  certain additional rights of the preferred stock. In addition,
                  the Series A
& B Preferred Shareholders waived any future anti-dilution
                  rights.
  Upon
                  issuing the Debentures, the Company triggered certain anti-dilution
                  provisions
                  in the Company's warrants which lowered the conversion price and
                  increased the
                  number of shares the warrant is convertible for. The Company used
                  the
                  Black-Scholes option-pricing model to determine the fair market
                  value of the
                  adjusted warrants and recorded a deemed dividend of $652,318 (see
                  note
                  7).
  The
                  Debenture Holders shall be entitled to receive interest on the
                  aggregate
                  unconverted and then outstanding principal amount of their Debentures
                  at the
                  rate of 8% per annum, payable quarterly, in cash or Common Stock
                  at the
                  discretion of the Company, and subject to certain limitations and
                  restrictions.
                  The Debentures are secured by substantially all of the Company’s assets. The
                  Debenture Holders have the right to convert the Debentures at any
                  time into
                  shares of Common Stock at an initial conversion price of $0.125.
                  The exercise
                  price of the Warrants and Placement Agent Warrants are $.144 per
                  share. The
                  initial conversion price of the Debentures and the exercise price
                  of the
                  Warrants and Placement Agent Warrants are subject to adjustment
                  upon certain
                  events.
 
 The
                  Company triggered adjustments to the conversion price of the Debenture
                  and the
                  exercise price of the Warrants as a result of the Company's financial
                  results
                  for the period ending September 30, 2007, which will be effective
                  the first day
                  following the filing of this periodic report. The Debenture Holders
                  have the
                  right to convert the Debentures at any time into shares of Common
                  Stock at a
                  conversion price of $0.0625. The number of Warrants issued to the
                  Debenture
                  Holders and the Placement Agents increased to 147,105,556 and 10,240,000,
                  respectively, and the exercise price was reduced to $0.072 per
                  share.
  The
                  Company used the Black Scholes option-pricing model to value the
                  adjusted
                  warrants issued to the Debenture Holders and applied it to the
                  principal amount
                  to determine the convertible debt discount which totaled $5,062,256.
                  The Company
                  will amortize the discount over the life of the Debenture (36 months).
                  During
                  the nine months ended September 30, 2007, the Company amortized
                  $546,889 of the
                  debt discount into interest expense. As a result of the adjustment
                  to the
                  conversion price, the Company has recognized a beneficial conversion
                  feature and
                  has recorded a Financing Expense totaling $3,430,591 for the nine
                  months ended
                  September 30, 2007.
 
 **Note
                  7 - Stockholders' equity**
 
 **Capital
                  stock**
 
 At
                  June
                  30, 2007, the Company had an authorized number of shares of 500,000,000
                  Common
                  Shares and 100,000,000 of Preferred Shares, 30,000,000 of which
                  has been
                  designated as Preferred Series A Shares and 7,000,000 of which
                  has been
                  designated Preferred Series B Shares. The total issued and outstanding
                  shares
                  were 83,293,476 Common Shares, 22,834,233 Preferred Series A Shares,
                  and
                  3,063,402 Preferred Series B Shares.
 
 During
                  the year ended December 31, 2006, 560,030 shares of Preferred Series
                  A were
                  converted to Common Shares at a rate of 1:1. On September 30, 2006,
                  the Company
                  issued 6,564,104 common shares (valued at $1,772,307) to Series
                  A and Series B
                  Preferred Shareholders as a 25% common stock dividend.
  **Share
                  Exchange Agreement and Series A Offering**
 
 Effective
                  as of July 8, 2005, Cedar Mountain Distributors, Inc. entered into
                  a Share
                  Exchange Agreement with the shareholders of iCurie Lab Holdings
                  Limited, a UK
                  Company, and certain additional parties. Immediately prior to the
                  execution of
                  the Share Exchange Agreement 3,050,001 shares of Cedar Mountain
                  common stock
                  were cancelled (the "Common Stock Cancellation") pursuant to agreements
                  between
                  Cedar Mountain and certain shareholders of Cedar Mountain (including
                  the then
                  sole officer and director of Cedar Mountain) for aggregate consideration
                  of
                  $214,000. After the Common Stock Cancellation, 1,350,023 shares
                  of Cedar
                  Mountain remained issued and outstanding. Upon the consummation
                  of the
                  transactions contemplated by the Share Exchange Agreement on July
                  8, 2005, (i)
                  Cedar Mountain acquired all of the outstanding shares of iCurie
                  UK (resulting in
                  iCurie UK becoming a wholly owned subsidiary of Cedar Mountain),
                  (ii) Cedar
                  Mountain issued 24,935,047 shares of common stock to the shareholders
                  of iCurie
                  UK and certain of their assigns, which represented 94.864% of the
                  issued and
                  outstanding shares of Cedar Mountain common stock, (iii) the sole
                  director and
                  executive officer of Cedar Mountain resigned, (iv) directors and
                  officers
                  associated with iCurie UK were appointed as directors and officers
                  of Cedar
                  Mountain, (v) Amended and Restated Articles of Incorporation of
                  Cedar Mountain
                  were approved and filed which, among other things, changed the
                  name of Cedar
                  Mountain to iCurie, Inc., and authorized 30,000,000 shares of Series
                  A Preferred
                  Stock; and (vi) the new directors approved and adopted Amended
                  and Restated
                  Bylaws of iCurie, Inc.
 
 F-8
 
 The
                  Share
                  Exchange between the shareholders of iCurie UK, a private company,
                  with Cedar
                  Mountain, a non-operating public shell with nominal assets, was
                  accounted for as
                  an equity transaction. The stock retained by the shareholders of
                  Cedar Mountain
                  has been adjusted to reflect the financing transaction with the
                  proceeds equal
                  to the net asset value of Cedar Mountain immediately prior to the
                  acquisition
                  and the equity of iCurie has been adjusted to reflect a recapitalization
                  whereby
                  the prior retained earnings of Cedar Mountain were eliminated.
                  This resulted in
                  an adjustment to common stock and additional paid in capital to
                  arrive at the
                  net asset value of Cedar Mountain of $34,844. This amount has been
                  reflected in
                  the statement of stockholder’s equity as the effects of the July
                  recapitalization of iCurie. No goodwill or other intangible asset
                  has been
                  recorded in connection with the share exchange. The historical
                  financial
                  statements of Cedar Mountain (which has since changed its name
                  to iCurie, Inc)
                  has become the historical financial statements of iCurie UK.
 
 Effective
                  as of July 11, 2005, iCurie, Inc. issued 20,995,239 shares of Series
                  A Preferred
                  Stock, together with warrants exercisable for a total of 6,441,895
                  shares of the
                  Company's common stock at prices ranging from $0.88 - $1.32, to
                  various parties
                  in exchange for approximately $12.48 million in cash (at a cash
                  price of $0.88
                  per share of Series A Preferred Stock) and the transfer of $4.6
                  million of
                  previously issued promissory notes issued by various parties. Certain
                  of the
                  promissory notes carried beneficial conversion features and as
                  a result, during
                  the year ended December 31, 2005, the Company recorded additional
                  interest
                  expense of $192,959. (These transactions are collectively referred
                  as the
“Series A Offering”). The Series A Offering was effectuated pursuant to
                  Subscription Agreements (in the case of cash sales) and a Preferred
                  Stock
                  Purchase Agreement (in the case of the issuance of Series A Preferred
                  Stock for
                  promissory notes) between iCurie, Inc. and the stock recipients,
                  each effective
                  as of July 11, 2005.
 
 In
                  connection with the Series A Offering, the Company entered into
                  a Registration
                  Rights Agreement dated as of July 11, 2005 with the Company's shareholders,
                  Series A Shareholders, and certain additional parties. Under the
                  terms of the
                  Registration Rights Agreement, if a registration statement is not
                  filed within
                  60 days of July 11, 2005 or declared effective within 120 days
                  of July 11, 2005
                  (each a "Non-registration Event"), then for each 30 day period
                  during the
                  pendancy of such a Non-Registration Event, the company is required
                  to pay to the
                  selling shareholders liquidated damages in an amount equal to one
                  percent (1%)
                  of the aggregated price such selling shareholders paid for the
                  Company's series
                  A Preferred stock (deemed to be $0.88 per share), which the company
                  may pay in
                  cash or additional shares of series A Preferred Stock (valued at
                  $0.88 per
                  share), at the company's option. The registration statement was
                  filed on October
                  6, 2005 and was declared effective on April 17, 2006. At December
                  31, 2005, the
                  Company accrued $923,790 as an estimate of the registration rights
                  penalty,
                  which amount is included in selling and administrative expenses
                  in the
                  accompanying 2005 financial statements. On August 10, 2006, the
                  Company issued
                  970,550 Series A Preferred Shares valued at $902,611 to Preferred
                  Series A Share
                  Holders in settlement of the Registration Rights Penalty. Hansen
                  Gray and CHL
                  have certain registration rights, and the holders of the Series
                  A Preferred
                  Shares have certain continuing rights under this Registration Rights
                  Agreement.
                  This agreement was amended on May 25, 2007 to reflect the subordination
                  of
                  rights under this agreement to the registration rights agreement
                  entered into by
                  the Company on May 25, 2007 (see Note 3).
  In
                  addition to the warrants issued together with Series A Preferred
                  Stock, 681,018
                  warrants for common stock and 1,364,528 warrants for preferred
                  (Series A) stock
                  were issued to placement agents.
  Pursuant
                  to the Share Exchange Agreement, the Company agreed to assume the
                  obligations of
                  iCurie UK under a Placement Agent Agreement between iCurie UK,
                  Indigo Securities
                  LLC and Axiom Capital Management Inc. (Indigo and Axiom are collectively
                  referred to as the “Placement Agent”), pursuant to which the Placement Agent was
                  compensated by the Company for its services in connection with
                  the Share
                  Exchange Agreement and the Series A Offering. In connection with
                  the Share
                  Exchange Agreement and Series A Offering, the Company also granted warrants
                  exercisable for a total of 270,000 shares of iCurie, Inc. common
                  stock to a
                  party that identified Cedar Mountain as a potential participant
                  in the share
                  exchange.
  In
                  connection with the Share Exchange Closing and Series A Offering,
                  (i) certain
                  executive officers entered into employment agreements, (ii) iCurie,
                  Inc.
                  advanced a major shareholder $500,000 (see Note 3) payable under
                  a pre-existing
                  revenue sharing agreement and entered into certain related transactions
                  with
                  such shareholder, (iii) iCurie, Inc. cancelled a $1.1 million promissory
                  note
                  made by an executive officer in exchange for 1.25 million shares
                  of common stock
                  of the Company owned by such officer, (iv) an option for 440,000
                  shares of the
                  Company's common stock held by an executive officer was cancelled
                  in exchange
                  for a warrant to purchase 1,097,142 shares of iCurie, Inc. common
                  stock, (v)
                  iCurie, Inc. executive officers were paid certain accrued but previously
                  unpaid
                  salaries in cash and shares of iCurie, Inc. common stock and (vi)
                  an executive
                  officer agreed to indemnify iCurie, Inc. against certain
                  liabilities.
 
 **Terms
                  of Series A Preferred**
  In
                  the
                  event of any sale or dissolution of the Company, the holders of
                  the
                  Series A Preferred shall be entitled to receive in preference to the
                  holders of the Series B and Common Stock a per share amount equal
                  to $0.88 plus
                  any accrued, unpaid dividends. The holders of the Series A Preferred have
                  the right to convert the Series A Preferred at any time into shares of
                  Common Stock at an initial conversion rate of 1:1, as defined.
                  At the option of
                  the Company, if certain criteria as defined in the agreement are
                  met, the
                  Series A Preferred can be converted into Common Stock.
  F-9
  Prior
                  to
                  May 25, 2007, the holders of Series A Preferred Stock were entitled
                  to receive
                  cumulative, compounding dividends at a rate of eight percent (8%)
                  per annum as,
                  when and if declared by the Board of Directors of the Company.
                  The dividends may
                  be paid in cash or shares of Series A Preferred Stock (valued at
                  original issue
                  price) at the sole discretion of the Company. Holders of Series
                  A Preferred
                  Stock also receive on an as-converted basis any distributions paid
                  on the common
                  stock. No dividends may be paid on common stock unless all unpaid
                  cumulative
                  dividends on the Series A Preferred Stock are paid. On August 10,
                  2006, the
                  Company issued approximately 1,700,000 shares of Series A Preferred
                  Stock as
                  dividends to all holders of record on July 11, 2006, valued at
                  approximately
                  $1,500,000. As of May 25, 2007, the Series A Preferred Stock consented
                  to waive
                  any unpaid and undeclared dividends which resulted in the reversal
                  of
                  approximately $1,172,000 in accumulated, unpaid and undeclared
                  dividends (see
                  Note 6). In addition, the Series A Preferred Shareholders consented
                  to lower the
                  compounding dividend rate to two percent (2%) per annum. As of
                  September 30,
                  2007, accumulated, undeclared dividends on the Series A Preferred
                  Shares totaled
                  approximately $142,000.
 
 **Terms
                  of Series B Preferred**
 
 Subject
                  and subordinate to the liquidation rights of the Company’s Series A
                  Preferred Stock, the holders of the Series B Preferred shall be
                  entitled to
                  receive in preference to the holders of the Common Stock a per
                  share amount
                  equal to $1.00, in the event of any sale or dissolution of the
                  Company. The
                  holders of the Series B Preferred have the right to convert the
                  Series B Preferred at any time into shares of Common Stock at an initial
                  conversion rate of 1:1, as defined. At the option of the Company,
                  if certain
                  criteria as defined in the agreement are met, the Series B Preferred can be
                  converted into Common Stock. Holders of the Series B Preferred
                  Stock receive on
                  an as-converted basis any distributions paid on the Common Stock.
 
 **Stock
                  Compensation**
 
 Through
                  September 30, 2007, the Company has granted approximately 4.6 million
                  of its
                  common stock to employees and others, of which approximately 4.4
                  million common
                  shares have vested. These shares issuances were valued between
                  $0.07-0.50 based
                  upon management's estimate of the fair value of the common stock
                  on the date of
                  issuance. These stocks grants have certain vesting provisions through
                  May 2009.
                  For the period ended September 30, 2007 and 2006, approximately
                  166,000 and
                  1,074,000 shares, respectively, have vested and a charge to compensation
                  expense
                  of $37922 and $132,536, respectively, was recorded. The remaining
                  unvested
                  shares valued at approximately $38,000 are being amortized over
                  their respective
                  vesting periods.
 
 **Employee
                  Stock Options**
 
 On
                  January 1, 2006, the Company adopted the fair value recognition
                  provisions of
                  Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based
                  Payment,” using the modified prospective method. For the period ended September
                  30, 2007 and 2006, the Company recognized stock-based compensation
                  of $116,842
                  and $48,079, respectively. The Company considers voluntary termination
                  behavior
                  as well as trends of actual option forfeitures when estimating
                  its forfeiture
                  rate. Given the limited history of outstanding options, the Company
                  has
                  estimated a 0% forfeiture rate and has only recorded actual forfeitures
                  as
                  incurred.
 
 Stock
                  options issued under the Company’s Long-term Incentive Plans are granted with an
                  exercise price equal or greater than the market price of the Company’s stock at
                  the date of grant and expire ten years from the date of grant.
                  These options
                  generally vest over a two- or three-year period. During the period
                  ended
                  September 30, 2007 and 2006, the Company issued 0 and 233,000 options,
                  respectively, to purchase common to purchase common stock.
 
 The
                  fair
                  value of each option granted is estimated on the date of grant
                  using the
                  Black-Scholes option-pricing method. Given its limited trading
                  history, the
                  Company used volatility from companies in the same industry. The
                  Company
                  estimated the expected option life and the expected forfeiture
                  rate. The
                  risk-free rate is based on the U.S. Treasury yield curve in effect
                  at the time
                  of grant for the estimated life of the option. The Company has
                  not made any
                  dividend payments on common stock nor does it have plans to pay
                  dividends in the
                  foreseeable future. The following assumptions were used to estimate
                  the fair
                  value of options granted during the three months ended June 30,
                  2006 using the
                  Black-Scholes option-pricing model:
 Risk
                              free interest rate
                          
                          
                          8.02
                          %Expected
                              Term (years)
                          
                          
                          5Expected
                              volatility
                          
                          
                          100.00
                          %Dividend
                              Yield
                          
                          
                          0.00
                          %
   Information
                  about all employee options outstanding is as follows:
  For
                  the
                  nine months ended September 30,
  **2007**
                          
                          **2006****Weighted
                              Average**
                          
                          
                          
                          **Weighted
                              Average****Shares**
                          
                          **Exercise
                              Price**
                          
                          **Shares**
                          
                          **Exercise
                              Price**Options
                              Outstanding at beginning of period
                          
                          
                          3,176,015
                          
                          $
                          0.79
                          
                          
                          2,510,337
                          
                          $
                          0.88Granted
                          
                          
                          0
                          
                          $
                          -
                          
                          
                          233,000
                          
                          $
                          0.60Cancelled
                          
                          
                          0
                          
                          $
                          -
                          
                          
                          (108,926
                          )
                          $
                          0.91Options
                              Outstanding at end of period
                          
                          
                          3,176,015
                          
                          $
                          0.79
                          
                          
                          2,634,411
                          
                          $
                          0.87
  **Warrants
                  to Purchase Common Stock**
  During
                  2005, the Company issued various warrants to various parties in
                  connection with
                  the Series A and B Offerings. On May 25, 2007, upon issuing the
                  Debentures, the
                  Company triggered certain anti-dilution provisions in these warrant
                  agreements
                  which lowered the conversion price and increased the number of
                  shares the
                  warrant is convertible for. The Company used the Black-Scholes
                  option-pricing
                  model to determine the fair market value of the adjusted warrants
                  and recorded a
                  deemed dividend of $652,318. The tables below show the effect of
                  the repriced
                  warrants and increase in the number of shares.
  On
                  September 11, 2006, the Company issued warrants to purchase 1,500,000
                  of Celsia
                  common stock to a third party as part of a distribution agreement.
                  As part of
                  the same agreement, the Company received warrants to purchase 500,000
                  shares of
                  the distributors common stock. The warrants vest 25% in December
                  2006, 25% in
                  December 2007, and 50% contingent upon acheivement of volume thresholds.
                  The
                  agreement was executed with the intention that the value of each
                  warrant to be
                  materially similar in value. Management has estimated the fair
                  market value of
                  both issuances using the Black-Scholes and has valued the issuance
                  to them at
                  approximately $220,000. The Company has recorded an expense totaling
                  approximately $55,000 related to this issuance for the year ended
                  December 31,
                  2006. No value was assigned to the warrants received by the
                  Company.
 
 On
                  May
                  25, 2007, the Company issued warrants to purchase 70,752,778 of
                  Celsia common
                  stock to the Debenture Holders (see Note 6). The Company valued
                  the warrants to
                  determine the discount on the debenture. In addition, the Company
                  become
                  obligated to issue warrants to purchase 5,120,000 of Celsia common
                  stock to the
                  Placement Agents and recorded $355,328 as deferred charges.
 
 During
                  the period ended June 30, 2007, the Company issued warrants to
                  purchase
                  1,300,000 and 346,153 of Celsia common stock to a consultant. The
                  Company
                  recorded a consulting expense of $59,410 and $15,819, respectively,
                  for these
                  issuances.
  F-10
  On
                  July
                  18, 2007, the Company issued AMF Capital, Inc. a warrant to purchase
                  1,000,000
                  shares of common stock of the Company at an exercise price of $0.88
                  per share as
                  part of a settlement (see Note 3). The Company recorded an expense
                  of $32,700
                  for the issuances.
 
 On
                  August
                  17, 2007, the Company issued warrants to purchase 2,800,000 of
                  Celsia common
                  stock to the Debenture Holders (see Note 6). The Company valued
                  the warrants to
                  determine the discount on the debenture. In addition, the Company
                  become
                  obligated to issue warrants to purchase 5,120,000 of Celsia common
                  stock to the
                  Placement Agents and recorded $355,328 as deferred charges.
 
 The
                  Company triggered adjustments to the exercise price of the Debenture
                  Warrants as
                  a result of the Company's financial results for the period ending
                  September 30,
                  2007, which will be effective the first day following the filing
                  of this
                  periodic report. The number of Warrants issued to the Debenture
                  Holders and the
                  Placement Agents increased to 147,105,556 and 10,240,000, respectively,
                  and the
                  exercise price was reduced to $0.072 per share.
  A
                  summary
                  of the issued and outstanding warrants are as follows:
  **Old**
                            **Exercise
                              Price**
                          
                          **Old
                              #**
                            **of
                              Warrants Outstanding**
                          
                          **Anti-Dilution
                              Exercise Price**
                          
                          **Anti-Dilution**
                            **#
                              of Warrants Outstanding**
                          
                          **#
                              of Warrants Exercisable**
                          
                          **Expiration
                              Date**$
                          0.144
                          
                          
                          78,672,778
                          
                          $
                          0.072
                          
                          
                          157,345,556
                          
                          
                          157,345,556
                          
                          
                          May
                              2012$
                          0.32
                          
                          
                          1,500,000
                          
                          
                          n/a
                          
                          
                          n/a
                          
                          
                          375,000
                          
                          
                          September
                              2011$
                          0.35
                          
                          
                          346,153
                          
                          
                          n/a
                          
                          
                          n/a
                          
                          
                          346,153
                          
                          
                          May
                              2012$
                          0.88
                          
                          
                          1,000,000
                          
                          
                          n/a
                          
                          
                          n/a
                          
                          
                          1,000,000
                          
                          
                          July
                              2012$
                          0.88
                          
                          
                          681,018
                          
                          $
                          0.144
                          
                          
                          681,018
                          
                          
                          681,018
                          
                          
                          July
                              2009$
                          0.88
                          
                          
                          1,186,820
                          
                          $
                          0.36
                          
                          
                          2,862,308
                          
                          
                          2,862,308
                          
                          
                          July
                              2010$
                          1.09
                          
                          
                          1,097,142
                          
                          $
                          0.36
                          
                          
                          2,646,027
                          
                          
                          2,646,027
                          
                          
                          July
                              2010$
                          1.10
                          
                          
                          2,759,357
                          
                          $
                          0.45
                          
                          
                          6,789,387
                          
                          
                          6,789,387
                          
                          
                          July
                              2010$
                          1.32
                          
                          
                          2,759,357
                          
                          $
                          0.53
                          
                          
                          6,882,126
                          
                          
                          6,882,126
                          
                          
                          July
                              2010$
                          1.50
                          
                          
                          772,190
                          
                          $
                          0.60
                          
                          
                          1,941,836
                          
                          
                          1,941,836
                          
                          
                          December
                              2010$
                          3.00
                          
                          
                          765,850
                          
                          $
                          1.16
                          
                          
                          1,986,069
                          
                          
                          1,986,069
                          
                          
                          December
                              2010
 
 **Warrants
                  to Purchase Preferred Stock**
 
 During
                  2005, the Company issued various warrants to placement agents in
                  connection with
                  the Series A and B Offerings. A summary of these warrants are as
                  follows:
  **Old**
                            **Exercise
                              Price**
                          
                          **Old
                              # of Warrants Outstanding**
                          
                          **New
                              Exercise Price**
                          
                          **New
                              # of Warrants Outstanding**
                          
                          **#
                              of Warrants Exercisable**
                          
                          **Expiration
                              Date**$
                          0.88
                          
                          
                          1,364,528
                          
                          $
                          0.144
                          
                          
                          1,364,528
                          
                          
                          1,364,528
                          
                          
                          July
                              2010$
                          1.50
                          
                          
                          210,000
                          
                          $
                          0.144
                          
                          
                          210,000
                          
                          
                          210,000
                          
                          
                          December
                              2010
  **Note
                  8 - Subsequent Event**
 
 The
                  Company is in the process of establishing a subsidiary in Taiwan
                  and will be
                  relocating the pilot plant from Korea to Taiwan. The Company has
                  secured a
                  facility in Taiwan and has identified the employees that will be
                  hired to run
                  the new facility. We expect this transition to be completed before
                  the end of
                  2007.
  On
                  October 19, 2007, the Company's former President, CEO, and Board
                  of Director,
                  filed a lawsuit in the Miami-Dade County Circuit Court claiming
                  failure to pay
                  bonses, severance, and other benefits in connection with his previously
                  reported
                  termination by the Company. The Company has filed a motion for
                  Arbitration as
                  provided by Mr. Wretsell's employment contract with the Company,
                  a copy of which
                  has previously been filed with the SEC. The Company believes Mr.
                  Wretsell's
                  claims are without merit and intends to defend the action
                  vigorously.
 
 F-11




**Item
      2.** **Management’s
      Discussion and Analysis or Plan of Operation.**





Management
      believes the following discussion is relevant to an assessment and understanding
      of the financial condition, financial results and plan of operation of Celsia
      Technologies, Inc. and its subsidiaries (collectively “we” or the “Company”) as
      of September 30, 2007. The discussion should be read in conjunction with the
      unaudited condensed consolidated financial statements and notes thereto included
      in this Form 10-QSB.




Our
      operations include research, development, sales and marketing of our own
      patented technology portfolio as well as operating our pilot plant. During
      2006
      we started to commercialize our technology and executed several commercial
      orders, which has continued through 2007. We are currently involved with many
      potential customers in several projects designed to commercially produce and
      sell our products. Furthermore, technology companies face challenges as they
      develop and manufacture new and more powerful components and products, which
      generate heat and require a solution to dissipate the heat. We believe that
      the
      heat emission problem has accelerated and is now seriously threatening the
      development of new heat generating products in several industries. Our cooling
      technologies should therefore enable companies to develop new products with
      higher performance, increased efficiency and with smaller size. We want to
      become a world leader in developing and commercializing this next generation
      of
      cooling solutions for the PC, LED-lighting, flat panel display, and the
      communication and entertainment industries. Management has decided to focus
      the
      main part of the resources on the Nano Spreader TechnologyTM (NST). This
      technology path is meant to be a more economical and faster way to commercialize
      our products compared to our MCS technology. ****




The
      Company has produced revenues of $208,266 for the three months ended
      September 30, 2007 compared to $32,854 for the same period last year. The
      revenues are a result of customers paying for test samples, commercial
      deliveries, and commercial sales to our customer base. Cost of sales for the
      three months ended September 30, 2007 was $329,089 compared to $149,670 for
      the
      same period last year. This higher cost of sales is attributable to increased
      production activity originating from an increasing demand for our products.




On
      May
      25, 2007, the Company obtained additional funds through the issuance of 8%
      Secured Convertible Debentures (the “Debentures”) in the aggregate amount of
      $8,142,847, of which $6,850,000 was paid in cash and the remainder through
      the
      surrender of previously outstanding promissory notes of the Company. On August
      17, 2007, the Company issued an additional Debenture in the principal amount
      $350,000 on the same terms as the Company’s debentures issued on May 25, 2007.
      Both issuances were accompanied by warrants to purchase the Company’s common
      stock. The Debentures are due on May 25, 2010.




In
      connection with the Debenture offering, the company’s placement agents received
      a cash fee of $618,000 and warrants to purchase the Company’s common stock. In
      addition, each holder of Preferred Stock who certified their status as an
      accredited investor was issued 2.19 shares of Common Stock for each share of
      Preferred Stock held. The Company has recorded a one-time financing expense
      of
      $6,060,564 for the 50,504,696 shares of Common Stock issued to the holders
      of Company preferred stock **.** Furthermore, upon issuing the Debentures, the Company triggered certain anti
      dilution provisions in the Company’s warrants, which lowered the conversion
      price and increased the number of shares the warrant is convertible for and
      recorded a deemed dividend of $652,318. This entry will have no cash
      impact.




3




As
      a
      result of the Company’s financial results reported in this filing, the Company
      triggered a 50% reduction to the Debentures’ conversion price, which will be
      effective the first day following the filing of this report. The Company has
      recorded a one-time financing expense of $3,430,591 for the beneficial
      conversion feature resulting from the conversion price adjustment. In addition,
      effective the first day following the filing of this report, the warrants issued
      to the Debenture holders and the Placement Agents will be adjusted such that
      the
      number of shares issuable upon exercise of the warrants will increase to
      147,105,556 and 10,240,000, respectively, and the exercise price of such
      warrants will be reduced by 50% (see Note 6 of the accompanying financial
      statements in Item 1.)




The
      Company is working with tight cost controls in order to manage its
      commercialization process. A
      majority of our expenses in the quarter ended September 30, 2007 were from
      selling and administrative expenses, which include research and development
      activities. The selling and administrative expenses for the three months ended
      September 30, 2007 were approximately $1,057,000 compared to approximately
      $2,117,000 for the same period last year. The decrease compared to last year
      is
      mainly attributable to increased functional efficiency and accrued executive
      bonus accruals in 2006 which never materialized.




In
      connection with the debenture financing, the company incurred legal, due
      diligence, and placement agent fees of approximately $2,131,000. The company
      has
      recorded these expenses as deferred charges and these expenses will be amortized
      over the length of the loan period. The Company has recorded amortization of
      deferred financing costs of approximately $148,000 for the three months ended
      September 30, 2007. Additionally, the Company recorded an interest expense
      of
      approximately $626,000 for the three months ended September 30, 2007.
      Approximately $166,000 is pertaining to the debenture financing and has cash
      impact starting in January 2008. The remaining interest expense $460,000 results
      from amortization of a debt discount recorded based upon the fair value of
      the
      warrants issued to the debenture holders and has no cash impact on the
      Company.




We
      expect
      our product development, and project management activities to continue to be
      driven by commercial opportunities and undertaken as a result of potential
      customers requesting test units. The test orders that we receive from potential
      customers are fulfilled either by 1) modification of already commercialized
      products or 2) new solutions designed together with the potential customer.
      Continuing the trend from the first half of 2007,the majority of our R&D
      resources were dedicated to customer projects and for the design of products
      with commercial opportunities. This will continue for the remainder of
      2007.




Throughout
      the 3 rd quarter
      of 2007, we have been focused on re-aligning our resources and reducing
      expenditures. We have begun our consolidation of our engineering and pilot
      line
      facilities in Taiwan and have secured a facility and needed employees in that
      location. Our Korean staff and facilities are in the process of downsizing
      to a
      sales support function only. We expect this transition to be complete before
      the
      end of 2007. The net results will be a more responsive unit in Taiwan at lower
      costs. Our engineering function is working closely during this transition to
      ensure complete client satisfaction .




4




Any
      capital expenditures over the next twelve months will be focused on
      complementing this new pilot plant with specific volume related equipment and
      on
      specific research and development related test equipment. All investments will
      be driven by commercialization opportunities, customer driven projects, and/or
      commercial volumes. We
      have
      hired a new sales executive in order to efficiently continue to execute
      our business
      plan and make sure that we fully capitalize on the market opportunity. As of
      September 30, 2007, the Company employed
      20 people , 16 of
      which were
      located in Korea. Other additional new employees are strictly replacement
      hirings. However, if opportunities arise with what we believe are significant
      upsides with reasonable risks, we are prepared to reevaluate and change our
      plans.




During
      the quarter ended September 30, 2007, we have analyzed our expenses, reduced
      cash outlays and strengthened our product offering and marketing strategy.
      Our
      product test orders have led to
      several related test product deliveries ,
      as well
      as commercial orders. Test products
      are used by potential customers to examine our products' features and
      compatibility with customer products. Although such testing procedures can
      involve numerous steps and significant timelines, in several instances our
      test
      products have advanced beyond the test phases and been incorporated on a limited
      volume basis into commercial products. The mix between sample order deliveries
      and commercial deliveries continues to increase in favor of commercial
      deliveries. Once our
      products are shipped to our customers, our Company has no additional commitment
      in order to recognize revenues.





*Liquidity
      and Capital Resources*




Our
      main
      source of liquidity is the capital received from the issuance of the Debentures
      in May 2007 for an aggregate amount of $6,850,000 in cash, which was later
      increased by $350,000 in August 2007. The operational cash outflow for the
      three
      months ended September 30, 2007 has been approximately $410,000 per month,
      which
      includes severance payments of approximately $38,000 and new lease deposits
      of
      approximately $20,000. Our main use of cash during the three months ended
      September 30, 2007 has been related to product development driven by customer
      projects and general and administrative expenses.




Based
      on
      our current operating plan, we anticipate using our cash mainly to continue
      commercialization efforts and to expand the distribution network for our
      technology solutions. The main cash uses will be for sales and marketing,
      general and administrative, and research and development expenses. Investments
      will be focused on product development and manufacturing. All investments will
      be driven by commercialization opportunities. The total cash need for the next
      twelve months is estimated to be approximately $3.6 million, starting at October
      1, 2007. The main portion of the cash need is for sales activities, operating
      expenses, cost of sales, and a smaller portion is for investments in
      manufacturing and R&D. We expect to fund these activities through the cash
      received from the debenture financing and cash generated from
      operations.




5




The
      ratio
      between current assets and current liabilities at September 30, 2007 was
      approximately 2.3. However, a significant portion, approximately $925,000,
      of
      current liabilities relates to expenses that are expected to have limited cash
      impact.




*Significant
      Estimate* *s*




The
      Company prepares its financial statements in conformity with accounting
      principles generally accepted in the United States of America, which require
      management to make estimates and assumptions that affect the reported amounts
      in
      the financial statements. Although these statements are based on management’s
      best knowledge of current events and actions that the Company may undertake
      in
      the future, actual results could differ from those estimates. Significant
      estimates required to be made by management include the valuation of
      1) investments, 2) equity securities issued, 3) prepaid
      royalties, 4) registration rights, 5) intangible assets, and 6) accounting
      for
      convertible debenture.




*Recent
      accounting pronouncement*




In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB
      Statement No. 109 (FIN 48), which provides clarification related to the process
      associated with accounting for uncertain tax positions recognized in
      consolidated financial statements. FIN 48 prescribes a more-likely-than-not
      threshold for financial statement recognition and measurement of a tax position
      taken, or expected to be taken, in a tax return. FIN 48 also provides guidance
      related to, among other things, classification, accounting for interest and
      penalties associated with tax positions, and disclosure requirements. FIN 48
      is
      effective for fiscal years beginning after December 15, 2006. The adoption
      of
      this statement did not have a material effect on the Company's future reported
      financial position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value
      Measurements”


(“SFAS
      157”), which provides guidance for measuring the fair value of assets and
      liabilities, as well as requires expanded disclosures about fair value
      measurements. SFAS 157 indicates that fair value should be determined based
      on
      the assumptions marketplace participants would use in pricing the asset or
      liability, and provides additional guidelines to consider in determining the
      market-based measurement. The adoption of this standard is not expected to
      have
      a material effect on the Company’s results of operations or financial
      position.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits all
      entities to choose to measure eligible items at fair value at specified election
      dates. The adoption of this standard is not expected to have a material effect
      on the Company’s results of operations or financial position.





*Off
      Balance Sheet Arrangements*




We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors.




6




*Market
      Risks*




The Company operates
      in the
      United States, the United Kingdom and
      South Korea ,
      each of
      which has its own currency. This
      may
      cause the Company to
      experience and be exposed to different market risks such as changes in interest
      rates and currency deviations .




*Forward-Looking
      Statements*




When
      used
      in this Form 10-QSB or other filings by the Company with the Securities and
      Exchange Commission, in our press releases or other public or shareholder
      communications, or in oral statements made with the approval of an authorized
      Company officer, the words or phrases “would be”, “will allow”, “intends to”,
“will likely result”, “are expected to”, “will continue”, “is anticipated”,
“estimate”, “project”, or similar expressions are intended to identify
“forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995.




We
      caution readers not to place undue reliance on any forward-looking statements,
      which speak only as of the date made, and advise readers that forward-looking
      statements involve various risks and uncertainties. We do not undertake, and
      specifically disclaim, any obligation to update any forward-looking statements
      to reflect occurrences or unanticipated events or circumstances after the date
      of such statement.




**Item
      3.****Controls
      and Procedures.**




We
      have
      evaluated, with the participation of our Chief Executive Officer and Chief
      Financial Officer, the effectiveness of the design and operation of our
      disclosure controls and procedures as of September 30, 2007 pursuant to Exchange
      Act Rule 15d-15. Based upon that evaluation, the Chief Executive Officer and
      Chief Financial Officer concluded that our disclosure controls and procedures
      are effective in timely alerting them to material information relating to the
      Company required to be included in our periodic SEC filings. There were no
      changes made in our internal control over financial reporting, as such term
      is
      defined in Exchange Act Rule 15d-15(f), during the period covered by this report
      that have materially affected, or are reasonably likely to materially affect,
      these controls subsequent to the date of their last evaluation.




**PART
      II**


**OTHER
      INFORMATION**





**Item
      4.** **Submission
      of Matters to a Vote of Security Holders** **.**




During
      the third quarter of 2007, written consents were submitted by the Company to
      certain of the holders of the Company’s Debentures to consent to certain matters
      related to (i) the Company’s settlement of claims with AMF Capital, Inc.,
      as reported in the Company’s current report on Form 8-K filed on July 19, 2007,
      and (ii) the issuance of an additional Debenture, as reported in the
      Company’s current report on Form 8-K on August 22, 2007. In each case, the
      Company received consents from holders of over 70% of the then outstanding
      principal amount of Debentures.




7




**Item
      6.** **Exhibits.**


Exhibit
                  Number
              Exhibit


3(ii).1
            Amendment
                toAmended
                and Restated Bylaws of the Company.




4.1
            Warrant issued by the Company to AMF Capital, Inc.
              dated
              July 18, 2007.




10.1
            Settlement
                Agreement and Release by and between the Company and AMF Capital,
                Inc.
                dated July 18, 2005.




31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of2002.




31.2
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of2002.




32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of2002.




32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of2002.




8


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


**CELSIA TECHNOLOGIES, INC**.
              (Registrant)Date:November
              14, 2007
            By:
            /s/
              Joseph C. FormichelliJoseph
                C. Formichelli
              Chief
                Executive Officer




By:
              /s/ Jorge A. FernandezJorge A. Fernandez
                Chief Financial
                  Officer




9




**EXHIBIT
      INDEX**




3(ii).1
            Amendment
                to Amended and Restated Bylaws of the
                Company




4.1
            Warrant
                issued by the Company to AMF Capital, Inc. dated July 18,
                2007




10.1
            Settlement
                Agreement and Release by and between the Company and AMF Capital,
                Inc.
                dated July 18, 2005




31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002




31.2
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002




32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002




32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002




10