##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
  Amendment No. 1
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April
    1, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file number: 0-50387
  RedEnvelope, Inc.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware


33-0844285(State or Other Jurisdiction
    of


(I.R.S. EmployerIncorporation or
    Organization)


Identification No.
)   149 New Montgomery Street, San Francisco, California
    94105
 (Address of Principal Executive
    Offices and Zip Code)
  (415) 371-9100
 (Registrants Telephone
    Number, Including Area Code)
      Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
       o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



Explanatory Note: Form 10-K/A Form 10-K Form 10-K
  TABLE OF
    CONTENTS
  
  PART IIIItem 10.


Directors and
    Executive Officers of the Registrant


2Item 11.


Executive
    Compensation


5Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


16Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


20Item 14.


Principal
    Accountant Fees and Services


20PART IVItem 15.


Exhibits and
    Financial Statement Schedules


21SIGNATURES


22EXHIBIT
    INDEX


23EXHIBIT 31.1EXHIBIT 31.2   1




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PART III  Item 10.
    Directors
    and Executive Officers of the Registrant  DIRECTORS
    Name

Age


Position(s)Michael E. Dunn(2)


43


DirectorKaren Edwards(1)(2)


44


DirectorScott Galloway(1)(3)


42


DirectorJoseph C. Gandolfo(3)


65


DirectorDaniel R. Lyle(2)(3)


62


DirectorJohn Pound


52


Executive Chairman and DirectorGregory Shove(1)


45


Director     (1)
    
    Member of the Compensation Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Nominating and Corporate Governance Committee      e-commerce
  1988-1990.
 2




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start-up
      Audit
    Committee
      Compensation
    Committee
   3




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Nominating
    and Corporate Governance Committee
    Executive
    Officers
  10-K
  SECTION 16(a)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
      CODE OF
    ETHICS
           4




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Item 11.
    Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
  COMPENSATION
    COMMITTEE
  Membership
    and Charter
      Compensation
    Consultant/Role of Executives
      COMPENSATION
    PHILOSOPHY
           5




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COMPONENTS
    OF EXECUTIVE COMPENSATION
  Base
    Salaries
      Short
    Term Incentive Compensation-Bonus Plans
    Long
    Term Incentive Compensation- Stock Option Grants
   6




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Change
    of Control Agreements
      Benefits
    TAX AND
    ACCOUNTING CONSIDERATIONS
  Deductibility
    of Executive Compensation
     7




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Accounting
    for Stock-Based Compensation
    SUMMARY
    COMPENSATION TABLE
    Option


All OtherName and Principal Position

Year


Salary ($)


Bonus ($)


Awards ($)(1)


Compensation ($)


TotalKen Constable,Former President and Chief Executive Officer(2)


2007


$
378,948



0


$
89,548


$
1,549


$
470,045William Gochnauer,Interim Chief Financial Officer (PFO)(3)


2007


$
111,138



0



0


$
724


$
111,862Frank Buettner,President and Chief Operating Officer(4)


2007


$
285,021



0


$
226,531


$
66,653


$
578,205Christopher Nordquist,Chief Administrative Officer and General Counsel(5)


2007


$
306,944



0


$
132,020


$
576


$
439,540Polly Boe,Former Chief Financial Officer(6)


2007


$
190,742



0


$
84,880


$
424


$
276,046Gary Korotzer,Former Chief Marketing Officer(7)


2007


$
109,625



0


$
72,835


$
2,470


$
184,930Scott Loly,Former VP, Merchandising(8)


2007


$
145,970



0


$
33,110


$
200


$
179,280     (1)
    
    The amounts in the Option Awards column represent
    the stock-based compensation expense recognized during fiscal
    year 2007 for awards made in fiscal year 2007 and prior,
    disregarding an estimate of forfeitures related to service-based
    vesting conditions. Stock-based compensation is determined, as
    required, in accordance with SFAS No. 123(R),
    Share-Based Payment. For a more detailed discussion
    on the valuation model and assumptions used to calculate the
    fair value of our options, refer to note 8 of the financial
    statements in our fiscal year 2007 Annual Report on
    Form 10-K
    filed on July 2, 2007.(2)
    
    Mr. Constable served as our Principal Executive Officer
    until March 29, 2007. John Pound was appointed as Executive
    Chairman on April 3, 2007 and is our current Principal
    Executive Officer. All Other Compensation for
    Mr. Constable includes $1,549 for life insurance premiums
    paid by RedEnvelope for the benefit of the insured.(3)
    
    All Other Compensation for Mr. Gochnauer
    includes $724 for life insurance premiums paid by RedEnvelope
    for the benefit of the insured. 8




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(4)
    
    All Other Compensation for Mr. Buettner
    includes $65,655 paid for relocation benefits and $998 for life
    insurance premiums paid by RedEnvelope for the benefit of the
    insured.(5)
    
    All Other Compensation for Mr. Nordquist
    includes $310 for life insurance premiums paid by RedEnvelope
    for the benefit of the insured and $266 for Company
    contributions to 401(k) plans of RedEnvelope.(6)
    
    Ms. Boe served as our Principal Financial Officer until
    December 4, 2006. All Other Compensation for
    Ms. Boe includes $424 for life insurance premiums paid by
    RedEnvelope for the benefit of the insured.(7)
    
    Mr. Korotzer served as an executive officer until
    August 18, 2006. All Other Compensation for
    Mr. Korotzer includes $119 for life insurance premiums paid
    by RedEnvelope for the benefit of the insured and $2,351 for
    Company contributions to 401(k) plans of RedEnvelope.(8)
    
    Mr. Loly served as an executive officer until June 16,
    2007. All Other Compensation for Mr. Loly
    includes $1,549 for life insurance premiums paid by RedEnvelope
    for the benefit of the insured.  Grants
    of Plan-Based Awards
    All OtherOptionAwards:Potential 2007 Payouts


Number of


Exercise or


Market


Full GrantUnder Non-Equity


Securities


Base Price


Price on


Date FairIncentive Plan Awards


Underlying


of Option


Date of


Value of StockGrant


Target


Maximum


Options


Awards


Grant


and OptionNamed Officers

Date


($)


($)


(#)


($/Sh)(1)


($/Sh)


Awards ($)(2)Ken Constable,


8/4/06











20,000


$
8.64


$
8.64


$
89,548Former President and Chief
    Executive OfficerWilliam Gochnauer,


























Chief Financial Officer
    (PFO)Frank Buettner,


8/4/06











5,000


$
8.64


$
8.64


$
22,387President and Chief Operating
    OfficerChristopher Nordquist,


8/4/06











20,000


$
8.64


$
8.64


$
89,548Chief Administrative
    Officer





$
85,500



n/a















and General CounselPolly Boe,


8/4/06











20,000


$
8.64


$
8.64


$
89,548Former Chief
    Financial





$
85,500



n/a















OfficerGary Korotzer,





$
85,500



n/a















Former Chief Marketing
    OfficerScott Loly,


8/14/06











50,000


$
8.11


$
8.11


$
210,755Former VP,
    Merchandising





$
45,748



n/a















     (1)
    
    Under our 1999 Stock Plan, the plan administrator has the
    discretion to determine the exercise price of options granted
    under such plan, which exercise price may be less than the
    fair market value of our common stock on the date of
    grant. Notwithstanding that discretion, with respect to
    nonstatutory stock options intended to qualify as
    performance-based compensation within the meaning of
    Section 162(m) of the Code that are granted to certain of
    our officers and all incentive stock options, the exercise price
    must be at least equal to the fair market value of
    our common stock on the date of grant. Under our
    2003 Directors Stock Option Plan, grants of stock
    option shall have an exercise price equal to the fair
    market value of our common stock on the date of grant. The
    fair market value of our common stock is the closing
    price for the common stock as quoted on the Nasdaq Global Market
    as of the date of the grant. 9




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(2)
    
    Computed in accordance with SFAS No. 123(R). See
    note 8 of the financial statements in our fiscal year 2007
    Annual Report on
    Form 10-K
    filed on July 2, 2007 regarding assumptions underlying the
    valuation of equity awards.  Outstanding
    Equity Awards at Fiscal Year-End
    Option AwardsNumber of


Number ofSecurities


SecuritiesUnderlying


UnderlyingUnexercised


Unexercised


OptionOptions


Options


Exercise


Option(#)


(#) Un-Exercisable


Price


ExpirationName

Exercisable


(1)


($)


DateKen Constable,


20,000



0


$
8.64



6/29/07Former President and
    Chief Executive OfficerWilliam Gochnauer,














Chief Financial Officer
    (PFO)Frank Buettner,


49,107



75,893


$
9.56



3/3/16President and Chief Operating
    Officer


729



4,271


$
8.64



8/4/16Christopher Nordquist,


34,166



5,834


$
13.35



10/31/13Chief Administrative Officer
    and


20,000



10,000


$
7.83



7/22/14General Counsel


6,249



8,751


$
10.58



7/8/152,916



17,084


$
8.64



8/4/16Polly Boe,














Former Chief Financial
    OfficerGary Korotzer,














FormerChief Marketing OfficerScott Loly,


0



50,000


$
8.11



9/15/07Former
    VP,Merchandising     (1)
    
    Generally, (i) under the 1999 Stock Plan, initial option
    grants vest 25% on the first anniversary of the date of grant
    and thereafter become exercisable in equal monthly installments
    over the remaining 36 months while follow-on option grants
    vest in 48 equal monthly installments and (ii) under the
    2003 Directors Stock Option Plan, initial options
    grants vest 25% on each of the first four anniversaries of the
    date of grant, and annual option grants vest 100% on the first
    anniversary of the grant date. 10




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Option
    Exercises and Stock Vested
    Stock AwardsNumber of Shares


Value Realized onAcquired on Vesting


VestingName

(#)


($)Ken Constable,


40,625


$
329,135Former President and
    Chief Executive OfficerWilliam Gochnauer,






Chief Financial Officer
    (PFO)Frank Buettner,






President and Chief
    Operating
    OfficerChristopher Nordquist,






Chief Administrative Officer
    and
    General CounselPolly Boe,






Former Chief Financial
    OfficerGary Korotzer,






Former Chief Marketing
    OfficerScott Loly,






Former VP,
    Merchandising   Pension
    Benefits
    Nonqualifed
    Deferred Compensation
    Employment
    Agreements and Potential Payments Upon Termination or Change In
    Control
     11




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12




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8-K
    Director
    Compensation
    Fees Earnedor Paid


Stock


Optionin Cash


Awards


Awards


TotalDirector Name

($)(1)


($)


($)(2)(3)


($)John Pound

$
22,000






$
76,660


$
98,660Michael E. Dunn

$
20,500






$
96,668


$
117,168Karen Edwards

$
23,000






$
115,524


$
138,524Joseph C. Gandolfo

$
19,500






$
65,213


$
84,713Scott Galloway

$
18,000






$
0


$
18,000Daniel R. Lyle

$
25,000






$
164,621


$
189,621Gregory Shove

$
0






$
0


$
0Greggory Hammann(4)

$
14,000






$
76,660


$
90,660Charles Heilbronn(5)

$
6,500






$
19,713


$
26,213Brett Hendrickson(6)

$
17,500






$
76,660


$
94,160     (1)
    
    In fiscal year 2007, non-employee directors received an annual
    retainer fee of $10,000 per member, an additional $1,000 per
    member for every board meeting attended, an additional $500 per
    committee member for every committee meeting attended, and
    annual fees of $2,500 for the chairman of the audit committee
    and $1,500 for the chairman of the compensation committee.
    Beginning in fiscal year 2008, non-employee directors will
    receive no cash compensation, including cash compensation
    previously paid for board meetings and committee meetings
    attended. RedEnvelope reimburses its non-employee directors for
    their out-of-pocket expenses incurred in connection with
    attending board and committee meetings.(2)
    
    The amounts in the Option Awards column represent
    the stock-based compensation expense recognized during fiscal
    year 2007 for awards made in fiscal year 2007 and prior,
    disregarding an estimate of forfeitures related to service-based
    vesting conditions. Stock-based compensation is determined, as
    required, in accordance with SFAS No. 123(R),
    Share-Based Payment. For a more detailed discussion
    on the valuation model and 13




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assumptions used to calculate the fair value of our options,
    refer to note 8 of the financial statements in our fiscal
    year 2007 Annual Report on
    Form 10-K
    filed on July 2, 2007.(3)
    
    Under the 2003 Directors Plan, each non-employee
    director who first becomes a non-employee director receives an
    automatic initial grant of an option to purchase
    40,000 shares of our common stock upon appointment or
    election (where such date occurs after the effective date of
    this plan). Initial grants to non-employee directors will vest
    and become exercisable as to 25% of the shares subject to the
    option on each of the first four anniversaries of the date of
    grant. The 2003 Directors Plan also provides for
    annual grants, on the date of each annual meeting of our
    stockholders, to each non-employee director who has served on
    our Board of Directors for at least six months and who will
    continue to serve on our Board of Directors thereafter. The
    annual grant to non-employee directors (other than a
    non-employee Chairman of the Board) will be an option to
    purchase 10,000 shares of common stock and the annual grant
    to any non-employee Chairman of the Board will be an option to
    purchase 20,000 shares. All annual option grants will vest
    and become exercisable as to 100% of shares subject to the
    option one day prior to the first anniversary of the date of
    grant. The exercise price of all stock options granted under the
    2003 Directors Plan shall be equal to the fair market
    value of a share of our common stock on the date of grant of the
    option.(4)
    
    Greggory Hammann resigned from the Board on October 27,
    2006.(5)
    
    Charles Heilbronn resigned from the Board on August 25,
    2006.(6)
    
    Brett Hendrickson resigned from the Board on October 27,
    2006.  COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
     14




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REPORT OF
    THE COMPENSATION COMMITTEE
    10-K/A Form 10-K
        15




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Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS
              Number of


Percentage of TotalOutstanding Shares


Shares BeneficiallyName and Address of Beneficial Owner(1)

Beneficially Owned


Owned5% Stockholders:Wellington Management Co.(2)


1,344,666



14.1
%75 State Street
    Boston, MA 02109Fine Capital Partners(3)


1,308,500



13.7
%152 West 57th Street,
    37th FloorNew York, New York 10019Glenhill Advisors, LLC(4)


1,164,912



12.2
%598 Madison Ave, 12th FloorNew York, NY 10022Integrity Brands Fund, L.P.(5)


857,725



9.0
%1735 Commonwealth AvenueBoston, MA 02135Stephens Investment Management,
    L.L.C.(6)


835,587



8.8
%One Sansome Street, Suite 2900San Francisco, CA 94104CCM Master Qualified Fund, Ltd.(7)


739,173



7.8
%One North Wacker Drive,
    Suite 4725Chicago IL 60606 16




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Number of


Percentage of TotalOutstanding Shares


Shares BeneficiallyName and Address of Beneficial Owner(1)

Beneficially Owned


OwnedExecutive Officers and
    Directors:John Pound(8)


887,725



9.3
%Frank Buettner(9)


65,327




*William Gochnauer


0




*Christopher E. Nordquist(10)


73,434




*Ken Constable(11)


58,284




*Polly E. Boe


0




*Scott Loly


0




*Gary Korotzer


0




*Michael E. Dunn(12)


74,794




*Karen Edwards(13)


60,000




*Joseph C. Gandolfo(14)


30,000




*Scott Galloway(15)


375,378



3.9
%Daniel R. Lyle(16)


86,500




*Gregory Shove(17)


28,500




*All directors and Named Executive
    Officers as a Group (14 persons)(18)


1,739,942



18.3
%     *
    
    Less than 1%.(1)
    
    Unless otherwise indicated, the address of each of the named
    individuals is
    c/o RedEnvelope,
    Inc., 149 New Montgomery Street, San Francisco,
    California 94105.(2)
    
    This information is derived from this stockholders
    Schedule 13G filed on February 14, 2007. The shares
    held by Wellington Management are owned of record by clients of
    Wellington Management. Those clients have the right to receive,
    or the power to direct the receipt of, dividends from, or the
    proceeds from the sale of, such securities. No such client is
    known to have such right or power with respect to more than five
    percent of this class.(3)
    
    This information is derived from the Schedule 13D/A filed
    on February 2, 2007 and Form 3 filed on
    February 6, 2007 by Fine Capital Partners, L.P., Fine
    Capital Advisors, LLC, and Debra Fine. Fine Capital Partners,
    L.P. and its general partner, Fine Capital Advisors, LLC
    indirectly hold shares of Common Stock on behalf of Dekel
    Partners, L.P., Mayaan Partners, L.P., Noga Partners, L.P., Fine
    Partners I, L.P. and Fine Offshore Partners, L.P. Debra
    Fine reports the shares held indirectly by Fine Capital
    Advisors, LLC because, as the manager of Fine Capital Advisors,
    LLC at the time of purchase, she controlled the voting and
    disposition of the securities. The reporting persons disclaim
    beneficial ownership of the shares.(4)
    
    This information is derived from Schedule 13G filed on
    May 21, 2007 by Glenhill Advisors, LLC, Glenn J. Krevlin,
    Glenhill Capital Management, LLC and Glenhill Capital LP. Glenn
    J. Krevlin is the managing member and control person of Glenhill
    Advisors, LLC. Glenhill Advisors, LLC is the managing member of
    Glenhill Capital Management, LLC. Glenhill Capital Management,
    LLC is the general partner and investment advisor of Glenhill
    Capital LP, a security holder of the issuer, and sole
    shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill
    Capital Overseas GP, Ltd. is general partner of Glenhill Capital
    Overseas Master Fund, LP, a security holder of the issuer.(5)
    
    This information is derived from Schedule 13D filed on
    August 21, 2006 by The Integrity Brands Fund, L.P. (the
    Fund), Integrity Brands Partners LLC, and John Pound
    and Form 4 filed on February 8, 2007 by
    John Pound. The shares are owned directly by the Fund.
    Mr. Pound is the sole Managing Member of the General
    Partner of the Fund and disclaims beneficial ownership of the
    shares except to the extent of his pecuniary interest therein. 17




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(6)
    
    This information is derived from Schedule 13G filed on
    February 13, 2007 by Stephens Investment Management LLC
    (SIM) and Paul H. Stephens, P. Bartlett Stephens and
    W. Bradford Stephens, the managing members and owners of SIM.
    SIM serves as general partner and investment manager to certain
    client accounts that have the right to receive or the power to
    direct the receipt of dividends from, or the proceeds from the
    sale of, RedEnvelopes common stock. No such individual
    clients holdings exceed five percent of this class. The
    reporting persons disclaim beneficial ownership of the
    securities except to the extent of their pecuniary interest
    therein.(7)
    
    This information is derived from Schedule 13G/A filed by
    CCM Master Qualified Fund, Ltd., Coghill Capital Management,
    L.L.C., and Clint D. Coghill on February 15, 2007.
    Mr. Coghill is the managing member of Coghill Capital
    Management, L.L.C., an entity which serves as the investment
    manager of CCM Master Qualified Fund, Ltd. The reporting persons
    disclaim beneficial ownership of the securities except to the
    extent of their pecuniary interest therein.(8)
    
    This information is derived from Schedule 13D filed on
    August 21, 2006 by The Integrity Brands Fund, L.P. (the
    Fund), Integrity Brands Partners LLC, and John Pound
    and Form 4 filed on February 8, 2007 by John Pound.
    Includes 30,000 shares issuable upon exercise of options
    exercisable within 60 days of June 29, 2007, of which
    30,000 will be vested at that time. Includes 857,725 shares
    held directly by the Fund. Mr. Pound is the sole Managing
    Member of the General Partner of the Fund and disclaims
    beneficial ownership of the shares except to the extent of his
    pecuniary interest therein.(9)
    
    Includes 65,237 shares issuable upon exercise of options
    exercisable within 60 days of June 29, 2007, of which
    65,237 shares will be vested at that time.(10)
    
    Includes 73,434 shares issuable upon exercise of options
    exercisable within 60 days of June 29, 2007, of which
    73,434 shares will be vested at that time.(11)
    
    Includes 58,284 shares of restricted common stock, 58,284
    of which are vested as of March 29, 2007
    (Mr. Constables separation date).(12)
    
    Includes 13,514 shares and 61,280 shares issuable upon
    exercise of options exercisable within 60 days of
    June 29, 2007, of which 61,280 shares will be vested
    at that time(13)
    
    Includes 60,000 shares issuable upon exercise of options
    exercisable within 60 days of June 29, 2007, of which
    60,000 shares will be vested at that time.(14)
    
    Includes 30,000 shares issuable upon exercise of options
    exercisable within 60 days of June 29, 2007, of which
    30,000 shares will be vested at that time.(15)
    
    This information is derived from the Schedule 13D/A filed
    on July 5, 2007. The event which required filing of this
    Schedule 13D/A occurred on May 17, 2007. Includes
    231,878 shares owned by Scott Galloway and
    143,500 shares owned by Anchorage Capital Holdings III,
    LLC. Mr. Galloway is a member of Anchorage Capital Holdings
    III, LLC.(16)
    
    Includes 6,500 shares and 80,000 shares issuable upon
    exercise of options exercisable within 60 days of
    June 29, 2007, of which 80,000 shares will be vested
    at that time.(17)
    
    This information is derived from Form 3 filed on
    June 6, 2007 by this stockholder. Includes
    28,500 shares held directly by Shove Family Trust.(18)
    
    Please see footnotes 8-17. 18




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EQUITY
    COMPENSATION PLAN INFORMATION
    (c)Number of Securities(a)


(b)


Remaining AvailableNumber of Securities


Weighted Average


for Future Issuanceto be Issued Upon


Exercise Price of


Under EquityExercise of


Outstanding


Compensation PlansOutstanding Options,


Options, Warrants


(Excluding SecuritiesPlan Category

Warrants and Rights


and Rights


Reflected in Column (a))Equity compensation plans approved
    by stockholders


1,209,795
(1)

$
9.50
(2)


1,074,274
(3)Equity compensation plans not
    approved by stockholders


125,000
(4)

$
9.56



0Total


1,334,795


$
9.51



1,074,274     (1)
    
    Includes options to purchase shares outstanding as of
    April 1, 2007 under our 1999 Stock Plan and
    2003 Directors Stock Option Plan.(2)
    
    Does not reflect the purchase price of shares to be purchased
    pursuant to our 2003 Employee Stock Purchase Plan.(3)
    
    Includes 352,955 shares of common stock remaining available
    for future issuance under our 1999 Stock Plan as of
    April 1, 2007, 531,704 shares of common stock
    remaining available for future issuance under our 2003 Employee
    Stock Purchase Plan as of April 1, 2007 and
    189,615 shares of common stock remaining available for
    future issuance under our 2003 Directors Stock Option
    Plan.(4)
    
    Includes an inducement stock option granted on March 3,
    2006 to Frank Buettner, our Chief Operating Officer, which was
    outstanding as of April 1, 2007. The stock option vested as
    to 25% of the shares subject to the option six months after the
    commencement of Mr. Buettners employment with
    RedEnvelope (which commencement date was February 27,
    2006), with the balance of the shares subject to the option to
    vest in 42 equal monthly installments thereafter on each
    subsequent monthly anniversary of the commencement date for so
    long as Mr. Buettner is employed by RedEnvelope (or its
    parent, subsidiary or affiliate). 19




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
    10-K
  BOARD
    INDEPENDENCE
     Item 14.  Principal
    Accountant Fees and Services    Fiscal 2007


Fiscal 2006Audit Fees(1)

$
388,000


$
334,550Audit-Related Fees(2)

$
0


$
5,100Tax Fees(3)

$
0


$
0All Other Fees(4)

$
0


$
0     (1)
    
    Audit Fees consist of fees billed for professional services
    rendered for the audit of RedEnvelopes annual financial
    statements, review of the interim financial statements included
    in quarterly reports and services that are normally provided by
    RedEnvelopes independent registered public accounting firm
    in connection with statutory and regulatory filings or
    engagements. 20




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##### Table of Contents



(2)
    
    Audit-Related Fees consist of fees billed for assurance and
    related services that are reasonably related to the performance
    of the audit or review of RedEnvelopes financial
    statements and are not reported under Audit Fees.(3)
    
    Tax Fees consist of fees billed for professional services
    rendered for tax compliance, tax advice and tax planning.(4)
    
    There were no fees billed by Deloitte & Touche LLP for
    services other than as described under Audit Fees
    for the years ended April 1, 2007 or April 2, 2006.      Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K/A:
     21




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##### Table of Contents



SIGNATURES  Form 10-K
    By:
    /s/  WILLIAM
    T. GOCHNAUER    Interim Chief Financial Officer
  Form 10-K
  Signature

Title

Date/s/  JOHN
    C. POUNDJohn
    C. Pound

Executive Chairman of the Board
    
    (Principal Executive Officer)

July 30, 2007/s/  WILLIAM
    T.
    GOCHNAUERWilliam
    T. Gochnauer

Interim Chief Financial Officer
    (Principal Financial and Accounting Officer)

July 30, 2007*Michael
    E. Dunn

Director

July 30, 2007*Karen
    Edwards

Director

July 30, 2007*Joseph
    C. Gandolfo

Director

July 30, 2007*Scott
    Galloway

Director

July 30, 2007*Daniel
    R. Lyle

Director

July 30, 2007*Gregory
    Shove

Director

July 30, 2007* By:

/s/  WILLIAM
    T.
    GOCHNAUERWilliam
    T. Gochnauer
    Attorney-in-fact  22




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##### Table of Contents



EXHIBIT INDEX  Number

Description31
.1

Certification of the Chief
    Executive Officer Pursuant to Section 302(a) of the
    Sarbanes-Oxley Act of 200231
.2

Certification of the Chief
    Financial Officer Pursuant to Section 302(a) of the
    Sarbanes-Oxley Act of 2002  23