##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-KSB/A
  x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission file number 001-31547
 FOOTHILLS RESOURCES, INC.
  Nevada
(State or other jurisdiction 
of incorporation or organization)
    
    98-0339560
(I.R.S. Employer
Identification Number)4540 California Avenue, Suite 550
Bakersfield, California
(Address of principal executive offices)
    
    93309
(Zip Code)
 (661) 716-1320
  None
(Title of Class)
    
    None
(Name of Each Exchange
on Which Registered)
  Common Stock, $0.001 par value
(Title of Class)
    
    None
(Name of Each Exchange
on Which Registered)
  x o
   o x




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PART II
 Item 8A. Controls and Procedures.
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  Item 13. Exhibits.
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger and Reorganization, dated as of April 6, 2006, by and between
Foothills Resources, Inc., a Nevada corporation, Brasada Acquisition Corp., a Delaware
corporation and Brasada California, Inc., a Delaware corporation. (1)3.1
    
    Articles of Incorporation of Foothills Resources, Inc. (2)3.2
    
    Certificate of Amendment of the Articles of Incorporation of Foothills Resources, Inc. (3)3.3
    
    Bylaws of Foothills Resources, Inc. (4)4.1
    
    Specimen Stock Certificate of Foothills Resources, Inc. (5)4.2
    
    Form of Warrant issued to the Investors in the Private Placement Offering, April 6, 2006. (6)4.3
    
    Form of Lock-Up Agreement by and between Foothills Resources, Inc. and the Brasada
Stockholders. (7)4.4
    
    Warrant issued to Goldman, Sachs & Co. in connection with the Credit Agreement, dated as of
September 8, 2006. (8)4.5
    
    Warrant issued to Goldman, Sachs & Co. in the offering, dated as of September 8, 2006. (9)4.6
    
    Form of Warrant issued to the Investors in the Private Placement Offering, September 8, 2006.
(10)10.1
    
    Form of Subscription Agreement by and between Foothills Resources, Inc. and the investors in
the Offering. (11)10.2
    
    Form of Registration Rights Agreement by and between Foothills Resources, Inc. and the
investors in the Offering. (12)
 1




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##### 



10.3
    
    Split Off Agreement, dated April 6, 2006, by and among Foothills Resources, Inc., J. Earl
Terris, Foothills Leaseco, Inc. and Brasada California, Inc. (13)10.4
    
    Employment Agreement, dated April 6, 2006, by and between Foothills Resources, Inc. and Dennis
B. Tower. (14)10.5
    
    Employment Agreement, dated April 6, 2006, by and between Foothills Resources, Inc. and John
L. Moran. (15)10.6
    
    Employment Agreement, dated April 6, 2006, by and between Foothills Resources, Inc. and W.
Kirk Bosché. (16)10.7
    
    Employment Offer Letter and Agreement, dated April 21, 2006, by and between Foothills
Resources, Inc. and James Drennan. (17)10.8
    
    Form of Indemnity Agreement by and between Foothills Resources, Inc. and the Directors and
Officers of Foothills Resources, Inc. (18)10.9
    
    Farmout and Participation Agreement, dated as of January 3, 2006, by and between INNEX
California, Inc. and Brasada Resources, LLC. (19)10.10
    
    Notice and Acknowledgement of Increase of Offering (20)10.11
    
    Purchase and Sale Agreement, dated as of June 21, 2006, by and between Foothills Texas, Inc.
and TARH E&P Holdings, L.P. relating to properties in Goose Creek Field and East Goose Creek
Field, Harris County, Texas. (21)10.12
    
    Purchase and Sale Agreement, dated as of June 21, 2006, by and between Foothills Texas, Inc.
and TARH E&P Holdings, L.P. relating to properties in Cleveland Field, Liberty County, Texas
and in Saratoga Field, Hardin County, Texas. (22)10.13
    
    Supplemental Agreement, dated as of June 21, 2006, by and between Foothills Texas, Inc. and
TARH E&P Holdings, L.P. (23)10.14
    
    Registration Rights Agreement, dated as of September 8, 2006, by and between Foothills
Resources, Inc. and TARH E&P Holdings, L.P. (24)10.15
    
    Credit and Guaranty Agreement, dated as of September 8, 2006, by and among Foothills
Resources, Inc., certain subsidiaries of Foothills Resources, Inc., Various Lenders and J.
Aron & Company. (25)10.16
    
    Pledge and Security Agreement, First Lien, dated as of September 8, 2006, by and between
Foothills Resources, Inc., Foothills California, Inc., Foothills Texas, Inc. and Foothills
Oklahoma, Inc. as Grantors and J. Aron & Company. (26)10.17
    
    Pledge and Security Agreement, Second Lien, dated as of September 8, 2006, by and between
Foothills Resources, Inc., Foothills California, Inc., Foothills Texas, Inc. and Foothills
Oklahoma, Inc. as Grantors and J. Aron & Company. (27)10.18
    
    Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement, First Lien, dated September 8, 2006, from Foothills Texas, Inc. to John K. Howie,
as Trustee, and J. Aron & Company, as Agent. (28)10.19
    
    Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement, Second Lien, dated September 8, 2006, from Foothills Texas, Inc. to John K. Howie,
as Trustee, and J. Aron & Company, as Agent. (29)10.20
    
    Conveyance of Overriding Royalty Interest, dated as of September 8, 2006, from Foothills
Texas, Inc. to MTGLQ Investors, L.P. (30)10.21
    
    Form of Subscription Agreement and Investor Questionnaire, dated as of September 8, 2006, by
and among Foothills Resources, Inc. and the investors in the Offering. (31)10.22
    
    Form of Securities Purchase Agreement, dated as of September 8, 2006, by and among Foothills
Resources, Inc. and the investors in the Offering. (32)10.23
    
    Form of Registration Rights Agreement, dated as of September 8, 2006, by and among Foothills
Resources, Inc. and the investors in the Offering. (33)10.24
    
    Employment Agreement, dated October 4, 2006, by and between Foothills Resources, Inc. and
Michael Moustakis. (34)16.1
    
    Letter from Amisano Hanson regarding Change in Certifying Accountant. (35)21.1
    
    List of subsidiaries (36)23.1
    
    Consent of Independent Registered Public Accounting Firm. (37)
 2




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##### 



23.2
    
    Consent of Independent Reservoir Engineers. (38)24.1
    
    Powers of Attorney. (39)31.1
    
    Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated April 12, 2007. (40)31.2
    
    Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated April 12, 2007. (41)31.3
    
    Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated April 30, 2007. (42)31.4
    
    Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated April 30, 2007. (43)31.5
    
    Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated August 1, 2007. 31.6
    
    Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated August 1, 2007. 32.1
    
    Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated
April 12, 2007. (44)32.2
    
    Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated
April 12, 2007. (45)32.3
    
    Certification of Principal Executive Officer and, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 30, 2007.
(46)32.4
    
    Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 30, 2007. (47)32.5
    
    Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 1, 2007. 32.6
    
    Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 1, 2007. 
 
 
    
    Filed herewith.1.
    
    Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).2.
    
    Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on June 18, 2001 (File No. 333-59708).3.
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on June 18, 2001 (File No. 333-59708).4.
    
    Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on June 18, 2001 (File No. 333-59708).5.
    
    Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on June 18, 2001 (File No. 333-59708).6.
    
    Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547). 3




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7.
    
    Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).8.
    
    Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).9.
    
    Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).10.
    
    Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).11.
    
    Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).12.
    
    Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).13.
    
    Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).14.
    
    Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).15.
    
    Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).16.
    
    Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).17.
    
    Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on October 10, 2006 (File No. 333-137925).18.
    
    Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).19.
    
    Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).20.
    
    Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).21.
    
    Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 27, 2006 (File No. 001-31547).22.
    
    Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 27, 2006 (File No. 001-31547).23.
    
    Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 27, 2006 (File No. 001-31547).24.
    
    Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547). 4




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25.
    
    Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).26.
    
    Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).27.
    
    Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).28.
    
    Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).29.
    
    Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).30.
    
    Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).31.
    
    Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).32.
    
    Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).33.
    
    Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).34.
    
    Incorporated by reference to Exhibit 10.24 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on December 14, 2006 (File No. 333-137925).35.
    
    Incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K/A filed with the
Securities and Exchange Commission on May 5, 2006 (File No. 001-31547).36.
    
    Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.37.
    
    Incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.38.
    
    Incorporated by reference to Exhibit 23.2 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.39.
    
    Incorporated by reference to Exhibit 24.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.40.
    
    Incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.41.
    
    Incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.42.
    
    Incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on April 30, 2007. 5




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43.
    
    Incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on April 30, 2007.44.
    
    Incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.45.
    
    Incorporated by reference to Exhibit 32.2 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.46.
    
    Incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on April 30, 2007.47.
    
    Incorporated by reference to Exhibit 32.2 to the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on April 30, 2007. 6




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Dated: August 1, 2007
    FOOTHILLS RESOURCES, INC./s/ Dennis B. TowerDennis B. TowerChief Executive Officer POWER OF ATTORNEY
   Name
    
    Position
    
    Date/s/ Dennis B. Tower

Dennis B. Tower
    
    Chief Executive Officer, Director
(Principal Executive Officer)
    
    August 1, 2007/s/ John L. Moran*

John L. Moran
    
    President, Director
    
    August 1, 2007/s/ W. Kirk Bosché

W. Kirk Bosché
    
    Chief Financial Officer
(Principal Financial Officer)
    
    August 1, 2007/s/ John A. Brock*

John A. Brock
    
    Director
    
    August 1, 2007/s/ Frank P. Knuttel*

Frank P. Knuettel
    
    Director
    
    August 1, 2007/s/ David A. Melman*

David A. Melman
    
    Director
    
    August 1, 2007/s/ Christopher P. Moyes*

Christopher P. Moyes
    
    Director
    
    August 1, 2007




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EXHIBIT INDEX
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger and Reorganization, dated as of April 6, 2006, by and between
Foothills Resources, Inc., a Nevada corporation, Brasada Acquisition Corp., a Delaware
corporation and Brasada California, Inc., a Delaware corporation. (1)3.1
    
    Articles of Incorporation of Foothills Resources, Inc. (2)3.2
    
    Certificate of Amendment of the Articles of Incorporation of Foothills Resources, Inc. (3)3.3
    
    Bylaws of Foothills Resources, Inc. (4)4.1
    
    Specimen Stock Certificate of Foothills Resources, Inc. (5)4.2
    
    Form of Warrant issued to the Investors in the Private Placement Offering, April 6, 2006. (6)4.3
    
    Form of Lock-Up Agreement by and between Foothills Resources, Inc. and the Brasada
Stockholders. (7)4.4
    
    Warrant issued to Goldman, Sachs & Co. in connection with the Credit Agreement, dated as of
September 8, 2006. (8)4.5
    
    Warrant issued to Goldman, Sachs & Co. in the offering, dated as of September 8, 2006. (9)4.6
    
    Form of Warrant issued to the Investors in the Private Placement Offering, September 8, 2006.
(10)10.1
    
    Form of Subscription Agreement by and between Foothills Resources, Inc. and the investors in
the Offering. (11)10.2
    
    Form of Registration Rights Agreement by and between Foothills Resources, Inc. and the
investors in the Offering. (12)




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##### 



10.3
    
    Split Off Agreement, dated April 6, 2006, by and among Foothills Resources, Inc., J. Earl
Terris, Foothills Leaseco, Inc. and Brasada California, Inc. (13)10.4
    
    Employment Agreement, dated April 6, 2006, by and between Foothills Resources, Inc. and Dennis
B. Tower. (14)10.5
    
    Employment Agreement, dated April 6, 2006, by and between Foothills Resources, Inc. and John
L. Moran. (15)10.6
    
    Employment Agreement, dated April 6, 2006, by and between Foothills Resources, Inc. and W.
Kirk Bosché. (16)10.7
    
    Employment Offer Letter and Agreement, dated April 21, 2006, by and between Foothills
Resources, Inc. and James Drennan. (17)10.8
    
    Form of Indemnity Agreement by and between Foothills Resources, Inc. and the Directors and
Officers of Foothills Resources, Inc. (18)10.9
    
    Farmout and Participation Agreement, dated as of January 3, 2006, by and between INNEX
California, Inc. and Brasada Resources, LLC. (19)10.10
    
    Notice and Acknowledgement of Increase of Offering (20)10.11
    
    Purchase and Sale Agreement, dated as of June 21, 2006, by and between Foothills Texas, Inc.
and TARH E&P Holdings, L.P. relating to properties in Goose Creek Field and East Goose Creek
Field, Harris County, Texas. (21)10.12
    
    Purchase and Sale Agreement, dated as of June 21, 2006, by and between Foothills Texas, Inc.
and TARH E&P Holdings, L.P. relating to properties in Cleveland Field, Liberty County, Texas
and in Saratoga Field, Hardin County, Texas. (22)10.13
    
    Supplemental Agreement, dated as of June 21, 2006, by and between Foothills Texas, Inc. and
TARH E&P Holdings, L.P. (23)10.14
    
    Registration Rights Agreement, dated as of September 8, 2006, by and between Foothills
Resources, Inc. and TARH E&P Holdings, L.P. (24)10.15
    
    Credit and Guaranty Agreement, dated as of September 8, 2006, by and among Foothills
Resources, Inc., certain subsidiaries of Foothills Resources, Inc., Various Lenders and J.
Aron & Company. (25)10.16
    
    Pledge and Security Agreement, First Lien, dated as of September 8, 2006, by and between
Foothills Resources, Inc., Foothills California, Inc., Foothills Texas, Inc. and Foothills
Oklahoma, Inc. as Grantors and J. Aron & Company. (26)10.17
    
    Pledge and Security Agreement, Second Lien, dated as of September 8, 2006, by and between
Foothills Resources, Inc., Foothills California, Inc., Foothills Texas, Inc. and Foothills
Oklahoma, Inc. as Grantors and J. Aron & Company. (27)10.18
    
    Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement, First Lien, dated September 8, 2006, from Foothills Texas, Inc. to John K. Howie,
as Trustee, and J. Aron & Company, as Agent. (28)10.19
    
    Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement, Second Lien, dated September 8, 2006, from Foothills Texas, Inc. to John K. Howie,
as Trustee, and J. Aron & Company, as Agent. (29)10.20
    
    Conveyance of Overriding Royalty Interest, dated as of September 8, 2006, from Foothills
Texas, Inc. to MTGLQ Investors, L.P. (30)10.21
    
    Form of Subscription Agreement and Investor Questionnaire, dated as of September 8, 2006, by
and among Foothills Resources, Inc. and the investors in the Offering. (31)10.22
    
    Form of Securities Purchase Agreement, dated as of September 8, 2006, by and among Foothills
Resources, Inc. and the investors in the Offering. (32)10.23
    
    Form of Registration Rights Agreement, dated as of September 8, 2006, by and among Foothills
Resources, Inc. and the investors in the Offering. (33)10.24
    
    Employment Agreement, dated October 4, 2006, by and between Foothills Resources, Inc. and
Michael Moustakis. (34)16.1
    
    Letter from Amisano Hanson regarding Change in Certifying Accountant. (35)21.1
    
    List of subsidiaries (36)23.1
    
    Consent of Independent Registered Public Accounting Firm. (37)




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##### 



23.2
    
    Consent of Independent Reservoir Engineers. (38)24.1
    
    Powers of Attorney. (39)31.1
    
    Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated April 12, 2007. (40)31.2
    
    Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated April 12, 2007. (41)31.3
    
    Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated April 30, 2007. (42)31.4
    
    Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated April 30, 2007. (43)31.5
    
    Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated August 1, 2007. 31.6
    
    Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, dated August 1, 2007. 32.1
    
    Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated
April 12, 2007. (44)32.2
    
    Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated
April 12, 2007. (45)32.3
    
    Certification of Principal Executive Officer and, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 30, 2007.
(46)32.4
    
    Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 30, 2007. (47)32.5
    
    Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 1, 2007. 32.6
    
    Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 1, 2007. 
 
 
    
    Filed herewith.1.
    
    Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).2.
    
    Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on June 18, 2001 (File No. 333-59708).3.
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on June 18, 2001 (File No. 333-59708).4.
    
    Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on June 18, 2001 (File No. 333-59708).5.
    
    Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on June 18, 2001 (File No. 333-59708).6.
    
    Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).




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##### 



7.
    
    Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).8.
    
    Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).9.
    
    Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).10.
    
    Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).11.
    
    Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).12.
    
    Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).13.
    
    Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).14.
    
    Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).15.
    
    Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).16.
    
    Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).17.
    
    Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on October 10, 2006 (File No. 333-137925).18.
    
    Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).19.
    
    Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).20.
    
    Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2006 (File No. 001-31547).21.
    
    Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 27, 2006 (File No. 001-31547).22.
    
    Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 27, 2006 (File No. 001-31547).23.
    
    Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 27, 2006 (File No. 001-31547).24.
    
    Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).




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##### 



25.
    
    Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).26.
    
    Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).27.
    
    Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).28.
    
    Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).29.
    
    Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).30.
    
    Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).31.
    
    Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).32.
    
    Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).33.
    
    Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 11, 2006 (File No. 001-31547).34.
    
    Incorporated by reference to Exhibit 10.24 to the Registration Statement on Form SB-2/A filed
with the Securities and Exchange Commission on December 14, 2006 (File No. 333-137925).35.
    
    Incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K/A filed with the
Securities and Exchange Commission on May 5, 2006 (File No. 001-31547).36.
    
    Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.37.
    
    Incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.38.
    
    Incorporated by reference to Exhibit 23.2 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.39.
    
    Incorporated by reference to Exhibit 24.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.40.
    
    Incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.41.
    
    Incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.42.
    
    Incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on April 30, 2007.




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##### 



43.
    
    Incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on April 30, 2007.44.
    
    Incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.45.
    
    Incorporated by reference to Exhibit 32.2 to the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on April 16, 2007.46.
    
    Incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on April 30, 2007.47.
    
    Incorporated by reference to Exhibit 32.2 to the Annual Report on Form 10-KSB/A filed with
the Securities and Exchange Commission on April 30, 2007.