UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-Q







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




For
the Quarterly Period Ended March 31, 2009




OR


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




For
the Transition Period
From                            to




Commission
File Number: 333-146970





PINPOINT
RECOVERY SOLUTIONS CORP.


(Exact
name of registrant as specified in its charter)








Delaware
              
              26-2214000(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)4300
      W. Cypress Street, Suite 370
                Tampa,
      Florida
              
              33607(Address
      of principal executive offices)
              
              (Zip
      Code)




(813)
879-5000


(Registrant’s
telephone number, including area code)




None


(Former
name, former address and former fiscal year, if changed since last
report)




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). YES o    NO
x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated
filer.  See  definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act.


Large
      accelerated filer   ̈
                
                Accelerated
      filer   ̈Non-accelerated
      filer   ̈
                
                Smaller
      reporting company  x




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




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





Class
            
            Outstanding at April 30,
    2009Common
      Stock, $0.001 par value per share
            
            4,617,588
      shares







TABLE OF
CONTENTS


Pinpoint
Recovery Solutions Corp. ·Form
10-Q





PART
      I-FINANCIAL INFORMATION
                                                          1Item
      1. Financial Statements.
                                                          1CONSOLIDATED
      BALANCE SHEETS AS OF MARCH 31, 2009 (UNAUDITED) AND DECEMBER 31,
      2008
                                                          1CONSOLIDATED
      STATEMENTS OF OPERATIONS FOR THE THREE  MONTHS  ENDED
      MARCH 31, 2009 AND 2008 (UNAUDITED)
                                                          2CONSOLIDATED
      STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND
      2008 (UNAUDITED)
                                                          3NOTES
      TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                                          4Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations.
                                                          8Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk.
                                                          13Item
      4T. Controls and Procedures.
                                                          13PART
      II-OTHER INFORMATION
                                                          14Item
      1. Legal Proceedings.
                                                          14Item
      1A. Risk Factors.
                                                          14Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
                                                          14Item
      3. Defaults Upon Senior Securities.
                                                          14Item
      4. Submission of Matters to a Vote of Security Holders.
                                                          14Item
      5. Other Information.
                                                          14Item
      6. Exhibits.
                                                          14SIGNATURES
                                                          15









PART I-FINANCIAL
INFORMATION


Item
1. Financial Statements.





CONSOLIDATED
BALANCE SHEETS


Pinpoint
Recovery Solutions Corp. ∙ 10-Q





March
      31, 2009(unaudited)
                            
                            
                            December 31, 2008ASSETSCurrent
      assets:Cash
                            
                            $
                            110,727
                            
                            
                            $
                            145,863Accounts
      receivable, net of allowance of $154,383 as of March 31, 2009 and December
      31, 2008
                            
                            
                            435,364
                            
                            
                            
                            732,943Prepaid
      expenses
                            
                            
                            58,539
                            
                            
                            
                            21,400Total
      current assets
                            
                            
                            604,630
                            
                            
                            
                            900,206Property
      and equipment, net of accumulated depreciation of $22,537 and $8,270 at
      March 31, 2009  and December 31, 2008,
    respectively
                            
                            
                            26,728
                            
                            
                            
                            30,446Goodwill
                            
                            
                            5,233,258
                            
                            
                            
                            5,233,258Other
      assets, net of amortization of $10,320 and $2,580 at March 31, 2009 and
      December 31, 2008, respectively
                            
                            
                            17,740
                            
                            
                            
                            20,320TOTAL
      ASSETS
                            
                            $
                            5,882,356
                            
                            
                            $
                            6,184,230LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
                            
                            $
                            99,209
                            
                            
                            $
                            128,280Payable
      to related party
                            
                            
                            157,119
                            
                            
                            
                            156,275Other
      current liabilities
                            
                            
                            10,598
                            
                            
                            
                            10,095Accrued
      interest-related party
                            
                            
                            1,379
                            
                            
                            
                            -Promissory
      notes payable-related party
                            
                            
                            1,728,012
                            
                            
                            
                            1,768,012Total
      current liabilities
                            
                            
                            1,996,317
                            
                            
                            
                            2,062,662Commitments
      and contingenciesStockholders'
      Equity:Preferred
      stock, $.001 par value; 1,000,000 shares authorized and none
      issued
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, $.001 par value; 15,000,000 shares authorized, 4,617,588 issued and
      outstanding at March 31, 2009 and December 31, 2008,
      respectively
                            
                            
                            4,618
                            
                            
                            
                            4,618Additional
      paid-in capital
                            
                            
                            6,628,273
                            
                            
                            
                            6,628,273Accumulated
      deficit
                            
                            
                            (2,746,852
                            )
                            
                            
                            (2,511,323
                            )Total
      stockholders' equity
                            
                            
                            3,886,039
                            
                            
                            
                            4,121,568TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                            
                            $
                            5,882,356
                            
                            
                            $
                            6,184,230


The accompanying notes are an
integral part of the consolidated financial statements.


1


CONSOLIDATED
STATEMENTS OF OPERATIONS


Pinpoint
Recovery Solutions Corp. ∙ 10-Q


(Unaudited)





Three
      Months EndedMarch 31,2009
                      
                      
                      2008Revenues
                      
                      $
                      279,712
                      
                      
                      $
                      247,507Costs
      and Expenses:Direct
      costs
                      
                      
                      36,363
                      
                      
                      
                      32,176Payroll
      and related costs
                      
                      
                      322,765
                      
                      
                      
                      283,625Consulting
      fees
                      
                      
                      5,518
                      
                      
                      
                      190,415Professional
      fees
                      
                      
                      35,455
                      
                      
                      
                      55,057Interest
      expense-related party
                      
                      
                      33,314
                      
                      
                      
                      40,223General
      and administrative
                      
                      
                      81,825
                      
                      
                      
                      203,600Total
      costs and expenses
                      
                      
                      515,240
                      
                      
                      
                      805,096Net
      loss
                      
                      $
                      (235,528
                      )
                      
                      $
                      (557,589
                      )Loss
      per Share:Basic
      and diluted
                      
                      $
                      (0.05
                      )
                      
                      $
                      (0.12
                      )Weighted
      average number of common sharesBasic
      and diluted
                      
                      
                      4,617,588
                      
                      
                      
                      4,617,588




The
accompanying notes are an integral part of the consolidated financial
statements.


2


CONSOLIDATED
STATEMENTS OF CASH FLOWS


Pinpoint
Recovery Solutions Corp. ∙ Form 10-Q


(Unaudited)





Three
      Months EndedMarch 31,2009
                    
                    
                    2008CASH
      FLOWS - OPERATING ACTIVITIESNet
      loss
                    
                    $
                    (235,528
                    )
                    
                    $
                    (557,589
                    )Adjustments
      to reconcile net loss to cash used in operating
activities:Non
      cash stock compensation expense
                    
                    
                    -
                    
                    
                    
                    178,000Depreciation
      expense
                    
                    
                    3,718
                    
                    
                    
                    2,842Amortization
      of software costs
                    
                    
                    2,580
                    
                    
                    
                    2,580Changes
      in assets and liabilities:Accounts
      receivable
                    
                    
                    297,578
                    
                    
                    
                    311,999Prepaid
      expenses
                    
                    
                    (37,139
                    )
                    
                    
                    (3,476
                    )Accounts
      payable
                    
                    
                    (29,071
                    )
                    
                    
                    (4,127
                    )Other
      accrued expenses
                    
                    
                    503
                    
                    
                    
                    (4,073
                    )Accrued
      interest-related party
                    
                    
                    1,379
                    
                    
                    
                    8,385Net
      cash provided by (used in) operating activities
                    
                    
                    4,020
                    
                    
                    
                    (65,459
                    )CASH
      FLOWS - INVESTING ACTIVITIESCapital
      expenditures
                    
                    
                    -
                    
                    
                    
                    (214
                    )Other
      long-term assets
                    
                    
                    -
                    
                    
                    
                    -Net
      cash provided by (used in) investing activities
                    
                    
                    -
                    
                    
                    
                    (214
                    )CASH
      FLOWS - FINANCING ACTIVITIESLoans
      from related party
                    
                    
                    844
                    
                    
                    
                    11,151Repayment
      of promissory notes payable-related party
                    
                    
                    (40,000
                    )
                    
                    
                    -Additional
      capital contributed by founder
                    
                    
                    -
                    
                    
                    
                    676Net
      cash provided by (used in) financing activities
                    
                    
                    (39,156
                    )
                    
                    
                    11,827Net
      (decrease) increase in cash
                    
                    
                    (35,136
                    )
                    
                    
                    (53,845
                    )Cash
      - beginning of period
                    
                    
                    145,863
                    
                    
                    
                    221,873Cash
      - end of period
                    
                    $
                    110,727
                    
                    
                    $
                    168,028Supplemental
      Disclosures of Cash Flow Information:Cash
      paid for interest
                    
                    $
                    31,935
                    
                    
                    $
                    31,838Cash
      paid for income taxes
                    
                    
                    -
                    
                    
                    
                    -





The
accompanying notes are an integral part of the consolidated financial
statements.


3





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Pinpoint
Recovery Solutions Corp. ∙ Form 10-Q


(Unaudited)





1 Basis of Presentation and
Consolidation and Recent Accounting Pronouncements


Basis
of Presentation


In the
opinion of management, the accompanying consolidated balance sheets and related
consolidated interim statements of operations, and cash flows include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation in conformity with accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. Examples include: allowances for doubtful
accounts, estimates of lives and recoverable value of property, the valuation of
goodwill, and assumptions used to calculate stock based compensation. Actual
results and outcomes may differ from management’s estimates and
assumptions.





Interim
results are not necessarily indicative of results for a full year. The
information included in this Form 10-Q should be read in conjunction with
information included in the Pinpoint Recovery Solutions Corp’s 2008 Form
10-K.





Basis
of Consolidation


The
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, S.A.L.T. Payroll Consultants, Inc.,
(“SALT”), a Florida corporation. All intercompany transactions and balances have
been eliminated upon consolidation.





Recently
Adopted Accounting Standards


We
adopted the Financial Accounting Standards Board’s (FASB) Statement of Financial
Accounting Standard (SFAS) No. 157, Fair Value Measurement on
January 1, 2008. SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosure of fair value measurements. SFAS 157
applies under other accounting pronouncements that require or permit fair value
measurements and accordingly, does not require any new fair value measurements.
SFAS No. 157 clarifies that fair value is an exit price, representing the amount
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. As such, fair value is a
market-based measurement that should be determined based on assumptions that
market participants would use in pricing an asset or liability. As a basis for
considering such assumptions, SFAS No. 157 established a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value as
follows:





·
            Level
      1. Observable inputs such as quoted prices in active
    markets;


·
            Level
      2. Inputs, other than the quoted prices in active markets, that are
      observable either directly or indirectly;
and


·
            Level
      3. Unobservable inputs in which there is little or no market data, which
      require the reporting entity to develop its own
    assumptions.





The
following table presents assets that are measured and recognized at fair value
on a non-recurring basis:





TotalGainsDescription
                      
                      Level 1
                      
                      
                      Level 2
                      
                      
                      Level 3
                      
                      
                      (Losses)Goodwill
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      5,233,258
                      
                      
                      $
                      -





The
FASB’s SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities, including an
Amendment of SFAS 115 became effective for us on January 1, 2008. SFAS
159 establishes a fair value option that permits entities to choose to measure
eligible financial instruments and certain other items at fair value at
specified election dates. A business entity shall report unrealized gains and
losses on items for which the fair value options have been elected in earnings
at each subsequent reporting date. For the three months ended March 31, 2009,
there were no applicable items on which the fair value option was elected. SFAS
159 may impact our consolidated financial statements in the
future.


4




Management’s
Discussion And Analysis


Pinpoint
Recovery Solutions Corp. ·Form 10-Q








Recent
Accounting Standards Not Yet Adopted


In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combination, which
replaces SFAS No. 141. The statement retains the purchase method of accounting
for acquisitions, but requires a number of changes, including changes in the way
assets and liabilities are recognized in the purchase accounting. It also
changes the recognition of assets acquired and liabilities assumed arising from
contingencies, requires the capitalization of in-process research and
development at fair value, and requires the expensing of acquisition-related
costs as incurred. SFAS No. 141R is effective for us beginning January 1, 2009
and will applies prospectively to business combinations completed on or after
that date.  The company did not complete any business combinations
during the three months ending March 31, 2009.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS
160”). SFAS 160 requires: (i) the ownership interests in subsidiaries held by
parties other than the parent be clearly identified, labeled, and presented in
the consolidated statement of financial position within equity, but separate
from the parent’s equity; (ii) the amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income;
(iii) changes in a parent’s ownership interest while the parent retains its
controlling financial interest in its subsidiary be accounted for consistently;
(iv) when a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary and any gain or loss on the deconsolidation
be initially measured at fair value; and (v), entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS 160 is effective for
us as of January 1, 2009 and will apply prospectively, except for the
presentation and disclosure requirements, which will apply retrospectively. The
company did not have any noncontrolling interests that would fall under SFAS 160
guidelines.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133(“SFAS No. 161”). SFAS No. 161 changes the disclosure requirements for
derivative instruments and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. SFAS No. 161 was effective for
us beginning January 1, 2009.  The company does not have any
derivative instruments.





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally AcceptedAccounting
Principles. SFAS 162 identifies the sources of accounting principles and
the framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (“GAAP”) in the United
States (the GAAP hierarchy). SFAS 162 becomes effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board (“PCAOB”)
amendment to AU Section 411, “The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles” and is not expected to have a
significant impact on our consolidated financial statements.





In May
2008, the FASB issued SFAS No. 163 Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60. SFAS 163
resolves existing inconsistencies in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60,
“Accounting and Reporting by Insurance Enterprises”. SFAS 163 requires that
an insurance enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation and clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities.
SFAS 163 also requires expanded disclosures about financial guarantee insurance
contracts. SFAS 163 is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and all interim periods within those
fiscal years, except for some disclosures about the insurance enterprise’s
risk-management activities. The company did not have any related contracts
during the three months ended March 31, 2009.


5


Management’s
Discussion And Analysis
 Pinpoint
Recovery Solutions Corp. ·Form 10-Q




2 Basic and Diluted
Earning(Loss) Per Share


Basic and
diluted per share results for the three ended March 31, 2009 and 2008 were
computed based on the earnings (loss) allocated to the common stock for the
respective periods. The weighted average number of shares of common stock
outstanding during the periods was used in the calculation of basic earnings
(loss) per share.





In
accordance with SFAS 128, “Earnings Per Share,” the weighted average number of
shares of common stock used in the calculation of diluted per share amounts is
adjusted for the dilutive effects of potential common shares including the
assumed exercise of warrants to purchase common stock based on the treasury
stock method only if an entity records earnings from continuing operations, as
such adjustments would otherwise be anti-dilutive to earnings per share from
continuing operations.





During
the three months ended March 31, 2009 and 2008, warrants to purchase 888,576
shares (977,444 shares after the 10% stock dividend) of common stock were
anti-dilutive and the average number of common shares used in the calculation of
basic and diluted loss per share is identical. Such potential common shares may
dilute earnings per share in the future.





3 Intangible Assets and
Goodwill


On June
26, 2007, we acquired SALT. In determining the value attributed to the shares
issued for the SALT acquisition, we were assisted by an independent third party
who has expertise in the valuation of companies. The total consideration paid
was $6,605,922 of which $6,397,542 was in excess of the fair value of the net
assets acquired. The financial statements assume that all of the excess of the
purchase price over the net tangible assets was allocated to Goodwill in
accordance with SFAS No. 141 “Business Combinations” and SFAS No. 142 “Goodwill
and Other Intangible Assets” and accordingly, no amortization expense was
included in the statement of operations.





Under the
provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” intangible
assets are tested for impairment on an annual basis and between annual tests if
an event occurs or circumstances change in a way to indicate a potential decline
in the fair value of the reporting unit. In assessing the recoverability of the
goodwill, we must make assumptions regarding estimated future cash flows and
other factors to determine the fair value of the respective assets. This
impairment test requires the determination of the fair value of the intangible
asset. If the fair value of the intangible asset is less than its carrying
value, an impairment loss will be recognized in an amount equal to the
difference. If these estimates or their related assumptions change in the
future, the Company may be required to record impairment charges for these
assets. We re-evaluated the carrying value of the goodwill with the assistance
of the valuation expert as of December 31, 2008 and an impairment loss of
$1,171,284 was recognized.





The
following table details the allocation of the purchase price paid for
SALT:





Accounts
      receivable
                      
                      $
                      195,899Prepaid
      expenses
                      
                      
                      4,523Property
      and equipment
                      
                      
                      32,706Goodwill
                      
                      
                      5,233,258Accounts payable
                      
                      
                      (24,748
                      )Total purchase price
                      
                      $
                      5,441,638





4 Concentrations of Credit Risk
and Major Clients


Financial
instruments that potentially subject us to significant concentrations of credit
risk include cash and accounts receivable. As of March 31, 2009, all of our cash
is placed with high credit quality financial institutions. The amount on deposit
in any one institution may occasionally exceed federally insured limits of
$250,000 and be subject to credit risk. We believe this risk is minimal. As of
March 31, 2008, none of our cash balances were in excess of federally insured
limits.


6




Management’s
Discussion And Analysis
 Pinpoint
Recovery Solutions Corp. ·Form 10-Q





The
following table sets forth the amount and percentage of revenue from those
customers which accounted for at least 10% of revenues for the indicated
periods.




Three
      Months EndedMarch
      31, 2009
                    
                    
                    March
      31, 2008Customer
      A
                    
                    $
                    68,273
                    
                    
                    
                    24
                    %Customer
      B
                    
                    
                    57,250
                    
                    
                    
                    20
                    %Customer
      C
                    
                    
                    36,828
                    
                    
                    
                    13
                    %Customer
      D
                    
                    
                    35,252
                    
                    
                    
                    13
                    %Customer
      E
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    66,793
                    
                    
                    
                    27
                    %Customer
      F
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    61,197
                    
                    
                    
                    25
                    %Customer
      G
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    26,408
                    
                    
                    
                    11
                    %




The
following table sets forth the amount and percentage of gross accounts
receivable from customers which accounted for at least 10% of total accounts
receivable.





As of:
                  
                  March 31, 2009
                  
                  
                  December 31, 2008Customer
      H
                  
                  $
                  136,416
                  
                  
                  
                  23
                  %
                  
                  $
                  136,416
                  
                  
                  
                  15
                  %Customer
      I
                  
                  
                  79,736
                  
                  
                  
                  14
                  %
                  
                  
                  79,736
                  
                  
                  
                  9
                  %Customer
      J
                  
                  
                  76,433
                  
                  
                  
                  13
                  %
                  
                  
                  82,528
                  
                  
                  
                  9
                  %Customer
      K
                  
                  
                  60,609
                  
                  
                  
                  10
                  %
                  
                  
                  60,609
                  
                  
                  
                  7
                  %Customer
      L
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  129,396
                  
                  
                  
                  15
                  %Customer
      M
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  86,142
                  
                  
                  
                  10
                  %





We do not
require collateral to support accounts receivable or financial instruments
subject to credit risk. Our revenue is derived solely from tax recovery services
provided to our clients. This industry is highly regulated and any changes in
reimbursement allowances or procedures could materially impact our
business.





5 Transactions with Related
Parties


Payable
to Related Party


On
various dates since November 2007, our founder has made advances to us
aggregating $157,119. Such advances are not interest bearing, are expected to be
repaid under unspecified terms and are recorded net of imputed interest.
Assuming an incremental borrowing rate of 7.25% and a one year repayment term,
total imputed interest on the advances was $10,935, which is being amortized
over the estimated repayment period. For the three months ended March 31, 2009,
such amortization amounted to $844.





Promissory
Notes Payable-Related Party


In
connection with the June 26, 2007 acquisition of SALT, we issued our $1,881,550
promissory note payable to NeuCap, Inc. (“NeuCap”). NeuCap is owned by Kevin
Cappock, our chief executive officer, and Robert Neuman, our vice-president. The
promissory note may be prepaid any time without penalty. Originally, the
promissory note accrued interest at the prime rate as set by Bank of America and
all outstanding principal and interest was due six months from the date of
issuance.  On July 16, 2007, the company paid $20,454 towards the
principal, reducing the promissory note to $1,861,096.  On January 10,
2008, the promissory note was amended whereby NeuCap agreed to extend the
maturity date of the note to March 31, 2008 for which we paid NeuCap an
additional $20,000.





On April
11, 2008, the promissory note was again amended and the maturity date was
extended to March 31, 2009, $54,808 of accrued interest was capitalized and
added to the outstanding principal resulting in the principal outstanding at
June 30, 2008 of $1,915,904 and the interest rate was set at 7.25% per
annum.  In addition, we agreed to make cash payments for both interest
and principal when our month-end checking account balance exceeds $225,000;
provided, however, that any such payment shall be limited to the amount that,
immediately after effecting such payment, would reduce our checking account
balance to not less than $200,000.


7




Management’s
Discussion And Analysis
 Pinpoint
Recovery Solutions Corp. ·Form 10-Q
 
  During
the three month periods ended March 31, 2009 and March 31, 2008, interest
expense relating to the promissory note was $31,562 and $38,385,
respectively.  Accrued and unpaid interest at March 31, 2009 is
$470.





6 Issuance of Shares for
Advisory Services


In March
2008, an individual agreed to provide advisory services to us and in connection
therewith, our founder transferred 100,000 shares of Common Stock he owned to
such individual. Using a per share price of $1.78 as determined by an
independent valuation expert, we recorded $178,000 as a contribution of capital
for the value of the shares and an equivalent amount to stock-based compensation
expense for the three months ended March 31, 2008.  There was no
comparable expense for the three month period ended March 31,
2009.





Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





Special
Note About Forward Looking Statements


Certain
statements in Management’s Discussion and Analysis (“MD&A”), other than
purely historical information, including estimates, projections, statements
relating to our business plans, objectives, and expected operating results, and
the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions
identify forward-looking statements, but are not the exclusive means of
identifying such statements and their absence does not mean that a statement is
not forward-looking. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties, which
may cause actual results to differ materially from the forward-looking
statements. A detailed discussion of risks and uncertainties that could cause
actual results and events to differ materially from such forward-looking
statements is included in the section titled “Risk Factors” (refer to Part I,
Item 1A of our annual report for the year ended December 31, 2008 filed on Form
10K on March 31, 2009). We undertake no obligation to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events, or otherwise.





Overview


The
following MD&A is intended to help the reader understand the results of
operations and financial condition of Pinpoint Recovery Solutions Corp. MD&A
is provided as a supplement to, and should be read in conjunction with, our
financial statements and the accompanying notes to the financial
statements.





From
December 4, 2006, our date of inception, until June 25, 2007, we were a
development stage enterprise, devoting substantially all of our efforts to
capital raising activities for, and planning to integrate and manage, the
acquisition of an appropriate business. On June 26, 2007 we acquired
SALT.





Subsequent
to the acquisition of SALT, our principal business focus has been to develop
additional control procedures, implement a new enterprise software company wide,
and establish an internal marketing division to continue growing the business of
SALT. We formed a new wholly owned subsidiary called “S.A.L.T. Payroll
Consultants, Inc.,” the name under which the acquired business is operated;
however, we remain the owner of the assets acquired and liabilities assumed in
the SALT acquisition.





Results
of Operations


The
following table summarizes selected unaudited financial information for the
three months ended March 31, 2009 compared to the three months ended March 31,
2008.


8




Management’s
Discussion And Analysis


Pinpoint
Recovery Solutions Corp. ∙ Form 10-Q





Three Months EndedMarch 31,2009
                    
                    
                    2008Revenues
                    
                    $
                    279,712
                    
                    
                    $
                    247,507Costs
      and Expenses:Direct
      costs
                    
                    
                    36,363
                    
                    
                    
                    32,176Payroll
      and related costs
                    
                    
                    322,765
                    
                    
                    
                    283,625Consulting
      fees
                    
                    
                    5,518
                    
                    
                    
                    190,415Professional
      fees
                    
                    
                    35,455
                    
                    
                    
                    55,057Interest
      expense-related party
                    
                    
                    33,314
                    
                    
                    
                    40,223General
      and administrative
                    
                    
                    81,825
                    
                    
                    
                    203,600Total
      costs and expenses
                    
                    
                    515,240
                    
                    
                    
                    805,096Net
      loss
                    
                    $
                    (235,528
                    )
                    
                    $
                    (557,589
                    )




Our
revenues for the first three months of 2009 increased 13% from the 2008
comparable period. We generally do not earn our fees and therefore recognize the
associated revenue on an engagement until our client receives a tax refund check
or a credit from the applicable taxing authorities related to the work we
performed. As a result our revenues may vary from period to period in the future
as a result of expected refunds being held up in administrative hearings at the
taxing authorities. For the first quarter of 2009, revenues from four customers
accounted for an aggregate of 70% of total revenues.  For the first
quarter of 2008, revenues from four customers accounted for an aggregate of 69%
of total revenues.





Direct
costs and expenses generally vary with our revenues. Direct costs as a percent
of our revenues were 13.0% and 13.0%, respectively, for the first quarter of
2009 and 2008.





Payroll
and related costs increased $39,140 when comparing the first quarter of 2009 and
2008. This increase is primarily the impact of the addition of one employee for
executing strategic growth goals and a merit increases.





Consulting
fees for the first three months of 2009 were $184,896 lower than for the first
three months of 2008.  During the first three months of 2008 we
incurred approximately $185,000 of consulting fees related to consultants and
advisors who were assisting us with the implementation of the SALT acquisition
as well as seeking and researching other potential acquisition
candidates.  Included in such costs is approximately $178,000 related
to the value of stock issued to certain of such advisors and
consultants.





Professional
fees decreased $19,602 in the 1st Quarter of 2009 when compared to the 1st
Quarter of 2008.  In the 1st
Quarter, 2008, the company incurred professional expenses relating to the
implementation of the SALT acquisition as well as seeking and researching other
potential acquisition candidates.





General
and administrative expenses decreased $121,775 when comparing the first quarter
of 2009 to 2008 principally due to reduced participation at a tax conference,
reduced travel and reduced legal fees related to preparing material for
administrative hearings related to refund challenges





Substantially
all of the interest expense for the first quarters of 2009 and 2008 relates to
the $1,881,550 promissory note payable to NeuCap, Inc. issued in connection with
the acquisition of SALT.  Interest expense is lower for the first
quarter of 2009 compared to the first quarter of 2008 due to payback of
principal during the second half of 2008 and the first quarter of
2009.


9


Management’s
Discussion And Analysis


Pinpoint
Recovery Solutions Corp. ∙ Form 10-Q




Financial
Condition


At March
31, 2009, we had working capital of $336,325 and at December 31, 2008, we had
working capital of $605,556 excluding the related party promissory note issued
in connection with the acquisition of SALT.  The terms of the
promissory note were amended in April 2008 extending the repayment date to March
31, 2009. We are currently in negotiations to extend the repayment of the
Promissory Note.





One
source of working capital for the first nine of 2008 and 2007 was advances from
our founder. On various dates since November 2007, our founder has made advances
to us aggregating $157,311. Such advances are expected to be repaid under
unspecified terms.  In the first quarter of 2009, we began paying
interest at 5% for the advances that are more than one year old.





During
the first three months of 2009, we used $239,548 of working capital to fund our
operations and $40,000 for principal payback of the Promissory
Note.





Significant
components of working capital at both March 31, 2009 and December 31, 2008
consist of cash and accounts receivable. As of March 31, 2009, all of our cash
is placed with high credit quality financial institutions. The amount on deposit
in any one institution may occasionally exceed federally insured limits of
$250,000 and be subject to credit risk. We believe this risk is minimal. As of
March 31, 2009 we had $0 of cash in excess of federally insured limits. As of
March 31, 2009, receivables from six customers represented 60% of total accounts
receivable and as of December 31, 2008 receivables from six different customers
represented 65% of total accounts receivable.





Our
significant working capital commitment, other than to fund operations during
periods of losses, is the promissory note we issued in connection with the
acquisition of SALT. On June 26, 2007, we issued our $1,881,550 promissory note
payable to NeuCap, Inc. (“NeuCap”). NeuCap is owned by Kevin Cappock, our chief
executive officer, and Robert Neuman, our vice-president. The promissory note
may be prepaid any time without penalty. Originally, the promissory note accrued
interest at the prime rate as set by Bank of America and all outstanding
principal and interest was due six months from the date of issuance.. On July
16, 2007, the company paid $20,454 towards the principal, reducing the
promissory note to $1,861,096.  On January 10, 2008, the promissory
note was amended whereby NeuCap agreed to extend the maturity date of the note
to March 31, 2008 for which we paid NeuCap an additional $20,000. On April 11,
2008, the promissory note was again amended and the maturity date was extended
to March 31, 2009, $54,808 of accrued interest was added to outstanding
principal and the interest rate was set at 7.25% per annum. In addition, we
agreed to make cash payments for both interest and principal when our month-end
checking account balance exceeds $225,000; provided, however, that any such
payment shall be limited to the amount that, immediately after effecting such
payment, would reduce our checking account balance to not less than
$200,000.





As of
March 31, 2009, the company has paid $187,891 towards principal repayment
resulting in an outstanding principal balance of $1,728,012.  The
company is currently in negotiations to extend the Promissory Note.





Recently
Adopted Accounting Standards


We
adopted the Financial Accounting Standards Board’s (FASB) Statement of Financial
Accounting Standard (SFAS) No. 157, Fair Value Measurement on
January 1, 2008. SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosure of fair value measurements. SFAS 157
applies under other accounting pronouncements that require or permit fair value
measurements and accordingly, does not require any new fair value measurements.
SFAS No. 157 clarifies that fair value is an exit price, representing the amount
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. As such, fair value is a
market-based measurement that should be determined based on assumptions that
market participants would use in pricing an asset or liability. As a basis for
considering such assumptions, SFAS No. 157 established a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value as
follows:





·
            Level
      1. Observable inputs such as quoted prices in active
    markets;


·
            Level
      2. Inputs, other than the quoted prices in active markets, that are
      observable either directly or indirectly;
and


·
            Level
      3. Unobservable inputs in which there is little or no market data, which
      require the reporting entity to develop its own
    assumptions.





The
following table presents assets that are measured and recognized at fair value
on a non-recurring basis:




10


Management’s
Discussion And Analysis


Pinpoint
Recovery Solutions Corp. ∙ Form 10-Q





TotalGainsDescription
                        
                        Level
      1
                        
                        
                        Level
      2
                        
                        
                        Level
      3
                        
                        
                        (Losses)Goodwill
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        5,233,258
                        
                        
                        $
                        -





The
FASB’s SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities, including an
Amendment of SFAS 115 became effective for us on January 1, 2008. SFAS
159 establishes a fair value option that permits entities to choose to measure
eligible financial instruments and certain other items at fair value at
specified election dates. A business entity shall report unrealized gains and
losses on items for which the fair value options have been elected in earnings
at each subsequent reporting date. For the three months ended March 31, 2009,
there were no applicable items on which the fair value option was elected. SFAS
159 may impact our financial statements in the future.





Recent
Accounting Standards Not Yet Adopted


In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combination, which replaces SFAS No. 141. The statement retains the
purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS No. 141R is effective for us
beginning January 1, 2009 and will apply prospectively to business combinations
completed on or after that date.  The company did not complete any
business combinations during the three months ending March 31,
2009.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS
160”). SFAS 160 requires: (i) the ownership interests in subsidiaries held by
parties other than the parent be clearly identified, labeled, and presented in
the consolidated statement of financial position within equity, but separate
from the parent’s equity; (ii) the amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income;
(iii) changes in a parent’s ownership interest while the parent retains its
controlling financial interest in its subsidiary be accounted for consistently;
(iv) when a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary and any gain or loss on the deconsolidation
be initially measured at fair value; and (v), entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS 160 is effective for
us as of January 1, 2009 and will apply prospectively, except for the
presentation and disclosure requirements, which will apply retrospectively. SFAS
160 is not expected to have a material impact on our consolidated financial
statements.  The company did not have any noncontrolling interests
that would fall under SFAS 160 guidelines.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133(“SFAS No. 161”). SFAS No. 161 changes the disclosure requirements for
derivative instruments and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. SFAS No. 161 is effective for
us beginning January 1, 2009 and is not expected to have a material impact on
our consolidated financial statements.  The company does not have any
derivative instruments





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally AcceptedAccounting
Principles. SFAS 162 identifies the sources of accounting principles and
the framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (“GAAP”) in the United
States (the GAAP hierarchy). SFAS 162 becomes effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board (“PCAOB”)
amendment to AU Section 411, “The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles” and is not expected to have a
significant impact on our consolidated financial statements.





11


Management’s
Discussion And Analysis


Pinpoint
Recovery Solutions Corp. ∙ Form 10-Q





In May
2008, the FASB issued SFAS No. 163 Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60. SFAS 163
resolves existing inconsistencies in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60,
“Accounting and Reporting by Insurance Enterprises”. SFAS 163 requires that
an insurance enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation and clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities.
SFAS 163 also requires expanded disclosures about financial guarantee insurance
contracts. SFAS 163 is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and all interim periods within those
fiscal years, except for some disclosures about the insurance enterprise’s
risk-management activities. SFAS 163 is not expected to have a significant
impact on our consolidated financial statements.  The company did not have
any related contracts during the three months ended March 31, 2009.





Application
of Critical Accounting Policies


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires us to make assumptions,
estimates and judgments that affect the amounts reported in the financial
statements, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We consider our critical accounting policies to be
those that require the more significant judgments and estimates in the
preparation of our consolidated financial statements, including the following:
allowances for doubtful accounts, estimates of lives and recoverable value of
property, the valuation of goodwill, and assumptions used to calculate
stock-based compensation. We rely on historical experience and on other
assumptions believed to be reasonable under the circumstances in making its
judgment and estimates.





Allowance
for Doubtful Accounts


Our
accounts receivable are reported at their net collectible amounts. We record
allowance against any accounts receivable as to which we believe collection may
be in doubt. The allowance for uncollectible accounts at March 31, 2009 and
December 31, 2008 was $154,383.





Intangible
Assets & Goodwill


The
financial statements assume that all of the excess of the purchase price over
the net tangible assets in connection with the June 26, 2007 acquisition of the
SALT business was allocated to Goodwill in accordance with SFAS No. 141
“Business Combinations” and SFAS No. 142 “Goodwill and Other Intangible Assets”
and accordingly, no amortization expense was included in the statement of
operations.





Should
the Company determine it is appropriate, it will allocate a portion or all of
the excess to amortizable intangible assets and the Company may have
amortization expense accordingly. Under the provisions of SFAS No. 142,
“Goodwill and Other Intangible Assets,” intangible assets are tested for
impairment on an annual basis and between annual tests if an event occurs or
circumstances change in a way to indicate a potential decline in the fair value
of the reporting unit. In assessing the recoverability of its intangibles, the
Company must make assumptions regarding estimated future cash flows and other
factors to determine the fair value of the respective assets. This impairment
test requires the determination of the fair value of the intangible asset. If
the fair value of the intangible asset is less than its carrying value, an
impairment loss will be recognized in an amount equal to the difference. As of
December 31, 2008, the Company performed an impairment analysis conducted by an
independent valuation firm which indicated that the carrying value of goodwill
exceeded the implied fair value of goodwill, resulting in an impairment charge
of $1,171,284 in the fourth quarter of 2008.  If these estimates or
their related assumptions change in the future, the Company may be required to
record impairment charges for these assets.





The
changes in the carrying value of goodwill for the year ended December 31, 2008
were as follows:





Balance
      at December 31, 2007
                    
                    $
                    6,397,542Cash
      paid for finders fee
                    
                    
                    7,000Impairment
      loss
                    
                    
                    (1,171,284
                    )Balance
      at December 31, 2008
                    
                    $
                    5,233,258





There
were no changes to goodwill in the three month period ended March 31,
2009.




12


Management’s
Discussion And Analysis


Pinpoint
Recovery Solutions Corp. ∙ Form 10-Q





Stock
Options and Similar Equity Instruments


We are
required to recognize expense of options or similar equity instruments issued to
employees using the fair-value-based method of accounting for stock-based
payments in compliance with SFAS No. 123(R), Share-Based Payment (SFAS
123(R)). SFAS 123(R) covers a wide range of share-based compensation
arrangements including share options, restricted share plans, performance-based
awards, share appreciation rights, and employee share purchase plans.
Application of this pronouncement requires significant judgment regarding the
assumptions used in the selected option pricing model, including stock price
volatility and employee exercise behavior. Most of these inputs are either
highly dependent on the current economic environment at the date of grant or
forward-looking over the expected term of the award. On March 16, 2007, we
authorized our 2007 Stock Option Plan. As of March 31, 2009, we have not issued
any options pursuant to the plan.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.


Not
applicable.





Item
4T. Controls and Procedures.


Disclosure
Controls and Procedures


Our
management is responsible for establishing and maintaining disclosure controls
and procedures that are designed to ensure that information required to be
disclosed in our reports under the Securities Exchange Act of 1934 (the
“Exchange Act”) is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission (the “SEC”), and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure based closely on the definition of “disclosure controls and
procedures” in Rule 15d-15(e) under the Exchange Act. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.





Management's
Report on Internal Control over Financial Reporting


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that are
intended to:





1.           Pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;





2.           Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors;
and





3.           Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material effect
on our financial statements.





Because
of inherent limitations, internal control over financial reporting may not
prevent or detect all misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





The
foregoing report shall not be deemed to be filed for purposes of Section 18 of
the Exchange Act or otherwise subject to the liabilities of that
section.




13


Pinpoint
Recovery Solutions Corp. ∙ Form 10-Q





Changes
in Internal Control Over Financial Reporting


There
were no changes in internal controls over financial reporting that occurred
during the fiscal year ended March  31, 2009, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.




This
report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.




PART
II-OTHER INFORMATION


Item
1. Legal Proceedings.


We, our
subsidiaries and our property are not a party to any pending legal
proceeding.





Item
1A. Risk Factors.


There
were no material changes in our risk factors from our Form 10-K for the year
ended December 31, 2008.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.


There
were no unregistered sales of equity securities during the quarter ended March
31, 2009.





Item
3. Defaults Upon Senior Securities.


None.





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


We did
not submit any matter to a vote of our stockholders during the quarter ended
March 31, 2009.





Item
5. Other Information.


None.





Item
6. Exhibits.


31.1
            
            Certifications
      of Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            
            Certifications
      of Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            
            Certification
      of Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            
            Certification
      of Chief Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002




14


SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized. In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




PINPOINT
      RECOVERY SOLUTIONS CORP.Date
                SignatureMay
      14, 2009
                /S/ KEVIN CAPPOCKKevin
      Cappock, Chief Executive Officer(principal
      executive officer) and DirectorMay
      14, 2009
                /S/ JON D. LESLIEJon
      D. Leslie, Chief Financial Officer(principal
      financial and accounting
officer)


15