| þ | 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 |
|---|----------------------------------------------------------------------------------------------------|

| Nevada                                                              | 20-2471683                                |
|---------------------------------------------------------------------|-------------------------------------------|
| (State      or other jurisdiction of incorporation or organization) | (I.R.S.      Employer Identification No.) |
|                                                                |                                      |
| 706      Mission Street, 10th      Floor, San Francisco, California | 94103                                     |
| (Address      of principal executive offices)                       | (Zip      Code)                           |

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| Large      accelerated filer  ̈                                                  | Accelerated      filer  ̈         |
|--------------------------------------------------------------------------------------|---------------------------------------|
|                                                                                 |                                  |
| Non-accelerated      filer  ̈ (Do      not check if a smaller reporting company) | Smaller      reporting company þ |

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|                                                                                                                                                             |   | Page   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| PART      IV                                                                                                                                                     |   |   |
| ITEM      15.                 EXHIBITS,      FINANCIAL STATEMENT SCHEDULES. |   | 2      |
|                                                                                                                                                             |   |   |
| SIGNATURES                                                                                                                                                       |   | S-1    |
| EXHIBIT      INDEX                                                                                                                                               |   |   |

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| ITEM      15. | EXHIBITS,      FINANCIAL STATEMENT SCHEDULES. |
|---------------|-----------------------------------------------|

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|   | BETAWAVE      CORPORATION |
|--------|---------------------------|
|   |                      |   |
|   | By:                       | /s/ Matt Freeman |
|   |                      | Matt      Freeman |
|   |                      | Chief      Executive Officer |
|   |                      |   |
|   |                      | Date:      July 23, 2009 |

| Signature             |   | Title                                                    |   | Date               |
|-----------------------|--------|----------------------------------------------------------|--------|--------------------|
|                  |   |                                                     |   |               |
| /s/ Matt Freeman      |   | Chief      Executive Officer and Director                |   | July      23, 2009 |
| Matt      Freeman     |   | (Principal      Executive Officer)                       |   |               |
|                  |   |                                                     |   |               |
| /s/ Tabreez Verjee    |   | President      and Director                              |   | July      21, 2009 |
| Tabreez      Verjee   |   |                                                     |   |               |
|                  |   |                                                     |   |               |
| /s/ Lennox L. Vernon  |   | Chief      Accounting Officer and Director of Operations |   | July      21, 2009 |
| Lennox      L. Vernon |   | (Principal      Financial and Accounting Officer)        |   |               |
|                  |   |                                                     |   |               |
| *                     |   | Director                                                 |   | July      21, 2009 |
| John      Durham      |   |                                                     |   |               |
|                  |   |                                                     |   |               |
| *                     |   | Director                                                 |   | July      21, 2009 |
| Michael      Jung     |   |                                                     |   |               |
|                  |   |                                                     |   |               |
| *                     |   | Director                                                 |   | July      21, 2009 |
| Richard      Ling     |   |                                                     |   |               |
|                  |   |                                                     |   |               |
| *                     |   | Director                                                 |   | July      21, 2009 |
| Mark      Menell      |   |                                                     |   |               |
|                  |   |                                                     |   |               |
| *                     |   | Executive      Chairman and Director                     |   | July      21, 2009 |
| James      Moloshok   |   |                                                     |   |               |
|                  |   |                                                     |   |               |
| *                     |   | Director                                                 |   | July      21, 2009 |
| Riaz      Valani      |   |                                                     |   |               |

| *By:   | /s/ Tabreez Verjee  |
|--------|---------------------|
|   | Tabreez      Verjee |
|   | Attorney-in-Fact    |

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| Exhibit No. | Description                                                                                                                                                                                                                                           | Reference                                                                                                                                                                                                                                                                                                                           |
|------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1              | Agreement      and Plan of Merger andReorganization,      dated as of October 27, 2006,by      and among the Registrant, GF AcquisitionCorp.,      GoFish Technologies, Inc., ITDAcquisition      Corp. and Internet TelevisionDistribution      Inc. | Incorporated      by reference to Exhibit 2.1 toRegistrant’s      Current Report on Form 8-Kdated      October 27, 2006 filed with theSecurities      and Exchange Commission onOctober      31, 2006 (File No. 333-131651)                                                                                              |
|             |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                |
| 3.1              | Amended      and Restated Articles ofIncorporation      of the Registrant filed with theNevada      Secretary of State on December 12,2008                                                                                                            | Incorporated      by reference to Exhibit 3.1 toRegistrant’s      Current Report on Form 8-Kdated      December 12, 2008 filed with theSecurities      and Exchange Commission onDecember      18, 2008 (File No. 333-131651)                                                                                                 |
|             |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                |
| 3.2              | Certificate      of Amendment to the Amended andRestated      Articles of Incorporation of theRegistrant      filed with the Nevada Secretary ofState      on January 20, 2009                                                                   | Incorporated      by reference to Exhibit 3.1 toRegistrant’s      Current Report on Form 8-Kdated      January 16, 2009 filed with theSecurities      and Exchange Commission onJanuary      21, 2009 (File No. 333-131651)                                                                                                   |
|             |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                |
| 3.3              | Bylaws      of the Registrant                                                                                                                                                                                                                         | Incorporated      by reference to Exhibit 3.2 toRegistrant’s      Registration Statement onForm      SB-2 filed with the Securities andExchange      Commission on February 7, 2006(File      No. 333-131651)                                                                                                                 |
|             |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                |
| 3.4              | First      Amendment to Bylaws of the Registrant                                                                                                                                                                                                      | Incorporated      by reference to Exhibit 3.1 toRegistrant’s      Current Report on Form 8-Kdated      December 3, 2008 filed with theSecurities      and Exchange Commission onDecember      9, 2008 (File No. 333-131651)                                                                                                   |
|             |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                |
| 4.1              | Form      of Warrant of the Registrant issued inprivate      offering completed October 27, 2006                                                                                                                                                 | Incorporated      by reference to Exhibit 4.1 toRegistrant’s      Current Report on Form 8-Kdated      October 27, 2006 filed with theSecurities      and Exchange Commission onOctober      31, 2006 (File No. 333-131651)                                                                                                   |
|             |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                |
| 4.2              | Purchase      Agreement, dated as of June 7, 2007, by      and among the Registrant and the investors identified      on the signature pages thereto                                                                                   | Incorporated      by referenced to Exhibit 4.1 toRegistrant’s      Current Report on Form 8-Kdated      June 7, 2007 filed with the Securitiesand      Exchange Commission on June 8, 2007(File      No. 333-131651)                                                                                                          |
|             |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                |
| 4.3              | Registration      Rights Agreement dated as of June7,      2007, by and among the Registrant and theinvestors      identified on the signature pagesthereto                                                                                           | Incorporated by referenced to Exhibit 4.2 toRegistrant’s Current Report on Form 8-Kdated June 7, 2007 filed with the Securitiesand Exchange Commission on June 8, 2007(File No.      333-131651) |
|             |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                |
| 4.4              | Form of      the June 2007 Notes                                                                                                                                                                                                                 | Incorporated by referenced to Exhibit 4.3 toRegistrant’s Current Report on Form 8-Kdated June 7, 2007 filed with the Securitiesand Exchange Commission on June 8, 2007(File No.      333-131651) |

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| 4.5         | Form of      the June 2007 Warrants                                                                                                                                   | Incorporated by referenced to Exhibit 4.4 to Registrant’s Current Report on Form 8-Kdated June 7, 2007 filed with the Securities and Exchange Commission on June 8, 2007 (File No.      333-131651) |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                  |
| 4.6         | Subscription      Agreement, dated as of April 18,2008,      by and among the Registrant and thesubscribers      identified on the signature pagethereto                   | Incorporated      by referenced to Exhibit 4.1to      Registrant’s Quarterly Report on Form10-Q      filed with the Securities andExchange      Commission on August 14,2008                                                                                                                                                                    |
|        |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                  |
| 4.7         | Accession      Agreement, dated as of June 30,2008,      by and among the Registrant and thesubscribers      identified on the signature pagethereto                       | Incorporated      by referenced to Exhibit 4.2to      Registrant’s Quarterly Report on Form10-Q      filed with the Securities andExchange      Commission on August 14,2008                                                                                                                                                                    |
|        |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                  |
| 4.8         | Form      of the 2008 Notes                                                                                                                                           | Incorporated      by referenced to Exhibit 4.3to      Registrant’s Quarterly Report on Form10-Q      filed with the Securities andExchange      Commission on August 14,2008                                                                                                                                                                    |
|        |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                  |
| 4.9         | Form      of the 2008 Warrants                                                                                                                                        | Incorporated      by referenced to Exhibit 4.4to      Registrant’s Quarterly Report on Form10-Q      filed with the Securities andExchange      Commission on August 14,2008                                                                                                                                                                    |
|        |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                  |
| 4.10        | Certificate      of Designation of Rights,Preferences,      Privileges and Restrictions ofSeries      A Preferred Stock of the Registrant                             | Incorporated      by reference to Exhibit 4.1to      Registrant’s Current Report on Form8-K      dated December 3, 2008 filed withthe      Securities and Exchange Commissionon      December 9, 2008 (File No. 333-131651)                                                                                                                     |
|        |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                  |
| 10.1        | Split      Off Agreement, dated as of October 27,2006,      by and among the Registrant, DianxiangWu,      Jianhua Xue, GoFish Technologies, Inc.and      GF Leaseco, Inc. | Incorporated      by reference to Exhibit 10.4 toRegistrant’s      Current Report on Form 8-Kdated      October 27, 2006 filed with theSecurities      and Exchange Commission onOctober      31, 2006 (File No. 333-131651)                                                                                                                    |
|        |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                  |
| 10.2† | Form of Indemnity Agreement by and betweenthe      Registrant and Outside Directors of theRegistrant                | Incorporated by reference to Exhibit 10.6 toRegistrant’s Current Report on Form 8-Kdated October 27, 2006 filed with theSecurities and Exchange Commission onOctober 31, 2006 (File No.      333-131651)           |
|        |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                  |
| 10.3† | 2006 Equity Incentive      Plan                                                                                                                                  | Incorporated by reference to Exhibit 10.7 toRegistrant’s Current Report on Form 8-Kdated October 27, 2006 filed with theSecurities and Exchange Commission onOctober 31, 2006 (File No.      333-131651)           |

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| 10.4†  | Form of Incentive Stock Option Agreement byand between the      Registrant and participantsunder the 2006 Equity Incentive      Plan  | Incorporated by reference to Exhibit 10.8 toRegistrant’s Current Report on Form 8-Kdated October 27, 2006 filed with theSecurities and Exchange Commission onOctober 31, 2006 (File No.      333-131651)       |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                              |
| 10.5†  | Form of Non-Qualified Stock OptionAgreement by and between the      Registrant andparticipants under the 2006 Equity IncentivePlan              | Incorporated by reference to Exhibit 10.9 toRegistrant’s Current Report on Form 8-Kdated October 27, 2006 filed with theSecurities and Exchange Commission onOctober 31, 2006 (File No.      333-131651)       |
|         |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                              |
| 10.6†  | Employment      Agreement dated as of February 26,      2007 by and between the Registrant andTabreez      Verjee                                                                                           | Incorporated      by reference to Exhibit10.1      to Registrant’s Current Report onForm      8-K dated February 26, 2007 filedwith      the Securities and ExchangeCommission      on March 2, 2007 (File No.333-131651)                                                                                                                   |
|         |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                              |
| 10.7†  | Employment Agreement dated as of October30, 2006 by and between the      Registrant andLennox L.      Vernon                                              | Incorporated by reference to Exhibit 10.2 toRegistrant’s Current Report on Form 8-Kdated October 30, 2006 filed with theSecurities and Exchange Commission onNovember 3, 2006 (File No.      333-131651)  |
|         |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                              |
| 10.8         | Separation      Agreement and Mutual Releasedated      as of June 4, 2008, by and between theRegistrant      and Michael Downing                                                                            | Incorporated      by reference to Exhibit 10.1 toRegistrant’s      Current Report on Form 8-Kdated      June 4, 2008 filed with the Securitiesand      Exchange Commission on June 9, 2008(File      No. 333-131651)                                                                                                                        |
|         |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                              |
| 10.9         | Independent      Contractor Agreement dated as ofJune      4, 2008, by and between the Registrantand      Michael Downing                                                                                        | Incorporated      by reference to Exhibit 10.2 toRegistrant’s      Current Report on Form 8-Kdated      June 4, 2008 filed with the Securitiesand      Exchange Commission on June 9, 2008(File      No. 333-131651)                                                                                                                        |
|         |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                              |
| 10.10† | 2007      Non-Qualified Stock Option Plan (asamended      through February 5, 2008)                                                                                                                         | Incorporated      by reference to Exhibit 10.29 toRegistrant’s      Annual Report on Form 10-KSBfor      the fiscal year ended December 31, 2007filed      with the Securities and ExchangeCommission      on March 31, 2008 (File No.333-131651)                                                                                           |
|         |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                              |
| 10.11*       | Advertising      Representation Agreement, dated as      of December 10, 2007, between theRegistrant      and MiniClip                                                                                      | Incorporated      by reference to Exhibit 10.30 toRegistrant’s      Annual Report on Form 10-KSBfor      the fiscal year ended December 31, 2007filed      with the Securities and ExchangeCommission      on March 31, 2008 (File No.333-131651)                                                                                           |
|         |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                              |
| 10.12*       | Amendment      to Advertising RepresentationAgreement,      dated as of November 12, 2008,between      the Registrant and MiniClip                                                                               | Filed      herewith                                                                                                                                                                                                                                                                                                                     |

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| 10.13        | Stock      and Warrant Issuance Agreement,dated      as of December 10, 2007, between MiniClipLimited      and the Registrant                                                   | Incorporated      by reference to Exhibit 10.31 toRegistrant’s      Amendment to Annual Report onForm      10-KSB/A for the fiscal year endedDecember      31, 2007 filed with the Securitiesand      Exchange Commission on April 1, 2008(File      No. 333-131651) |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                       |
| 10.14        | Stock      Issuance and Participation RightsAgreement,      dated as of December 12, 2007,between      MTV Networks, a division of ViacomInternational      Inc. and the Registrant  | Incorporated      by reference to Exhibit 10.31 toRegistrant’s      Amendment to Annual Report onForm      10-KSB/A for the fiscal year endedDecember      31, 2007 filed with the Securitiesand      Exchange Commission on April 1, 2008(File      No. 333-131651) |
|         |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                       |
| 10.15† | Consulting      Agreement, dated as of December18,      2007, between the Registrant and JamesMoloshok                                                                                    | Incorporated      by reference to Exhibit 10.33 toRegistrant’s      Annual Report on Form 10-KSB for      the fiscal year ended December 31, 2007 filed      with the Securities and ExchangeCommission      on March 31, 2008 (File No.333-131651)        |
|         |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                       |
| 10.16† | 2008      Stock Incentive Plan                                                                                                                                                       | Incorporated      by reference to Exhibit 10.4 toRegistrant’s      Current Report on Form 8-K filedwith      the Securities and Exchange Commissionon      June 9, 2008                                                                                              |
|         |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                       |
| 10.17† | Form      of Option Agreement by and between theRegistrant      and the participants under the 2008Stock      Incentive Plan                                                              | Incorporated      by reference to Exhibit 10.23 toRegistrant’s      Registration Statement on FormS-1      filed with the Securities and ExchangeCommission      on February 13, 2009 (File No. 333-157352)                                                     |
|         |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                       |
| 10.18† | Employment      Agreement dated as of June 5,2008,      by and between the Registrant and MattFreeman                                                                                     | Incorporated      by reference to Exhibit 10.3 toRegistrant’s      Current Report on Form 8-K filedwith      the Securities and Exchange Commissionon      June 9, 2008                                                                                              |
|         |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                       |
| 10.19        | Securities      Purchase Agreement, dated as ofDecember      3, 2008, by and among theRegistrant      and the investors listed on SchedulesA-1,      A-2 and A-3 thereto             | Incorporated      by reference to Exhibit 10.1 toRegistrant’s      Current Report on Form 8-Kdated      December 3, 2008 filed with theSecurities      and Exchange Commission onDecember      9, 2008 (File No. 333-131651)                                         |
|         |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                       |
| 10.20        | Form      of Warrant to Purchase Common Stockissued      in private offering completed December 12, 2008                                                                                  | Incorporated      by reference to Exhibit 10.2 toRegistrant’s      Current Report on Form 8-Kdated      December 3, 2008 filed with theSecurities      and Exchange Commission onDecember      9, 2008 (File No. 333-131651)                                         |
|         |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                       |
| 10.21        | Investors’      Rights Agreement, dated as ofDecember      3, 2008, by and among theRegistrant      and the investors listed on ScheduleA      thereto                              | Incorporated      by reference to Exhibit 10.3 toRegistrant’s      Current Report on Form 8-Kdated      December 3, 2008 filed with theSecurities      and Exchange Commission onDecember      9, 2008 (File No. 333-131651)                                         |

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| 10.22        | Form      of Lock-Up Agreement entered into bythe      Company pursuant to the SecuritiesPurchase      Agreement dated as of December 3,2008,      by and among the Registrant and theinvestors      listed on Schedule A thereto              | Incorporated      by reference to Exhibit 10.28 toRegistrant’s      Registration Statement on FormS-1      filed with the Securities and ExchangeCommission      on February 13, 2009 (File No.333-157352)                                  |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 10.23† | Employment      Agreement dated as of December3,      2008, by and between the Registrant andMatt      Freeman                                                                                                                                 | Incorporated      by reference to Exhibit 10.29 toRegistrant’s      Registration Statement on FormS-1      filed with the Securities and ExchangeCommission      on February 13, 2009 (File No. 333-157352)                            |
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 10.24† | Amended      and Restated EmploymentAgreement      dated as of December 3, 2008, byand      between the Registrant and Tabreez Verjee                                                                                                          | Incorporated      by reference to Exhibit 10.30 toRegistrant’s      Registration Statement on FormS-1      filed with the Securities and ExchangeCommission      on February 13, 2009 (File No.333-157352)                                  |
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 10.25† | Amended      and Restated EmploymentAgreement      dated as of December 10, 2008, byand      between the Registrant and Lennox L.Vernon                                                                                                        | Incorporated      by reference to Exhibit 10.31 to Registrant’s      Registration Statement on FormS-1      filed with the Securities and ExchangeCommission      on February 13, 2009 (File No.333-157352)                            |
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 10.26† | Employment      Agreement dated as of December10,      2008, by and between the Registrant andJames      Moloshok                                                                                                                              | Incorporated      by reference to Exhibit 10.32 toRegistrant’s      Registration Statement on FormS-1      filed with the Securities and ExchangeCommission      on February 13, 2009 (File No.333-157352)                                  |
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 21.1         | Subsidiaries      of the Registrant                                                                                                                                                                                                       | Incorporated      by reference to Exhibit 21.1 toAmendment      No. 2 to Registrant’s RegistrationStatement      on Form SB-2 filed with the Securitiesand      Exchange Commission      on  August 24, 2007(File      No. 333-142460) |
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 23.1         | Consent of Rowbotham and Company LLP                                                                                                                                                                                  | Previously      filed                                                                                                                                                                                                                             |
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 24.1         | Power of Attorney      (included on the signaturepage      to this Annual Report on Form 10-K)                                                                                                                                       | Previously      filed                                                                                                                                                                                                                             |
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 31.1         | Certification      of the Principal Executive Officerrequired      by Rule 13a-14(a) or Rule 15d-14(a)under      the Securities Exchange Act of 1934, asamended,      as adopted pursuant to Section 302 ofthe      Sarbanes-Oxley Act of 2002 | Filed      herewith                                                                                                                                                                                                                               |
|         |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                              |
| 31.2         | Certification      of the Principal Financial Officerrequired      by Rule 13a-14(a) or Rule 15d-14(a)under      the Securities Exchange Act of 1934, asamended,      as adopted pursuant to Section 302 ofthe      Sarbanes-Oxley Act of 2002 | Filed      herewith                                                                                                                                                                                                                               |

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| 32.1   | Certification      of the Principal Executive Officerrequired      by Rule 13a-14(b) and Section 1350 ofChapter      63 of Title 18 of the United StatesCode,      as adopted pursuant to Section 906 of theSarbanes-Oxley      Act of 2002 | Previously      filed |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|
|   |                                                                                                                                                                                                                                        |                  |
| 32.2   | Certification      of the Principal Financial Officerrequired      by Rule 13a-14(b) and Section 1350 ofChapter      63 of Title 18 of the United StatesCode,      as adopted pursuant to Section 906 of theSarbanes-Oxley      Act of 2002 | Previously      filed |

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| † |   | Indicates      management contract or compensatory plan.                                                                                                                           |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *       |   | Confidential      treatment requested for certain portions of this exhibit, which portions      are omitted and filed separately with the Securities and Exchange      Commission. |

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