UNITED STATES
        SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q/A(Amendment No. 1)

|                                                          
|----------------------------------------------------------
|x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
|SECURITIES EXCHANGE ACT OF 1934                           
|                                                          
|For the quarterly period ended February 28, 2007          
|                                                          
|o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|SECURITIES EXCHANGE ACT OF 1934                           

Commission file number: 0-19049

|                                                      
|------------------------------------------------------
|FORTUNE INDUSTRIES, INC.                              
|(Exact name of Registrant as specified in its charter)

|                                         |  |                       
|---------------------------------------- |  | ----------------------
|INDIANA                                  |  | 20-2803889            
|(State or other jurisdiction of          |  | (IRS Employer         
|incorporation or organization)           |  | Identification Number)
|                                         |  |                       
|6402 Corporate Drive                     |  | 46278                 
|Indianapolis, IN                         |  | (Zip Code)            
|(Address of principal executive offices) |  |                       

(317) 532-1374(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

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

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

As of April 16, 2007, 10,822,607 shares of the Company’s $0.10 per share par value common stock were outstanding.







Explanatory Note

The purpose of Amendment No. 1 to the Company’s Quarterly Report for the quarter ended February 28, 2007 is to reclassify long term debt from our credit facility loan to current debt as a result of covenant violations, revise our statement of cash flows for our variable interest entity activity, and reclassify our investments in Marketable Equity Securities of our variable interest entity to treasury stock.

For convenience, this amended Quarterly Report on Form 10-Q/A sets forth the original filing in its entirety, as amended where necessary to reflect the restatement. The following sections were revised to reflect this restatement:

| |   |                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | Part I, Item 1. Consolidated Balance Sheets, Consolidated Statement of Cash Flows, Consolidated Statement of changes in Shareholders’ Equity, and Notes to the Consolidated Financial Statements, and
| |   |                                                                                                                                                                                                      
| | • | Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                                

The financial statements and other disclosures in the amended Quarterly Report on Form 10-Q/A do not reflect any events that have occurred after the Quarterly Report on Form 10-Q was initially filed on April 16, 2007. The following table sets forth the effects of the restatement on previously reported consolidated financial statements as of, and for the six months ended, February 28, 2007:

|                                                                                     |  |                                            |        |          |   |        |  
|------------------------------------------------------------------------------------ |  | ------------------------------------------ | ------ | -------- | - | ------ | -
|                                                                                     |  | February 28, 2007                          |       
|                                                                                     |  |                                            |       
|                                                                                     |  | As Previously
                    Reported |        | Restated |  
|                                                                                     |  |                                            |        |          |  
|Consolidated Balance Sheet Data:                                                     |  |                                            |        |          |   |        |  
|Marketable Equity Securities (Note 3)                                                |  | $                                          | 1,714  |          | $ | 176    |  
|                                                                                     |  |                                            |        |          |   |        |  
|Total Current Assets                                                                 |  | $                                          | 42,943 |          | $ | 41,405 |  
|                                                                                     |  |                                            |        |          |   |        |  
|Total Assets                                                                         |  | $                                          | 73,470 |          | $ | 71,932 |  
|                                                                                     |  |                                            |        |          |   |        |  
|Short-term debt and current maturities of long-term debt (Note 8)                    |  | $                                          | 2,132  |          | $ | 19,299 |  
|                                                                                     |  |                                            |        |          |   |        |  
|Line of Credit (Note 8)                                                              |  | $                                          | -      |          | $ | 5,911  |  
|                                                                                     |  |                                            |        |          |   |        |  
|Total Current Liabilities                                                            |  | $                                          | 24,466 |          | $ | 47,544 |  
|                                                                                     |  |                                            |        |          |   |        |  
|Line of Credit (Note 8)                                                              |  | $                                          | 5,911  |          | $ | -      |  
|                                                                                     |  |                                            |        |          |   |        |  
|Long-Term Debt, less current maturities (Note 8)                                     |  | $                                          | 17,333 |          | $ | 166    |  
|                                                                                     |  |                                            |        |          |   |        |  
|Total Long-Term Liabilities                                                          |  | $                                          | 32,998 |          | $ | 9,920  |  
|                                                                                     |  |                                            |        |          |   |        |  
|Treasury Stock, 384,500 shares of common stock                                       |  | $                                          | -      |          | $ | (1,538 | )
|                                                                                     |  |                                            |        |          |   |        |  
|Total Shareholder’s Equity                                                           |  | $                                          | 15,301 |          | $ | 13,763 |  
|                                                                                     |  |                                            |        |          |   |        |  
|Total Liabilities and Shareholders Equity                                            |  | $                                          | 73,470 |          | $ | 71,932 |  
|                                                                                     |  |                                            |        |          |   |        |  
|                                                                                     |  |                                            |        |          |   |        |  
|Consolidated Statement of Changes in Shareholders’ Equity:                           |  |                                            |        |          |   |        |  
|Variable interest entity investment in 384,500 shares of common stock of the Company |  | $                                          | -      |          | $ | (1,538 | )
|                                                                                     |  |                                            |        |          |   |        |  

|                                                            |  |                                            |       |          |   |       |  
|----------------------------------------------------------- |  | ------------------------------------------ | ----- | -------- | - | ----- | -
|                                                            |  | Six Months Ended February 28, 2007         |      
|                                                            |  |                                            |      
|                                                            |  | As Previously
                    Reported |       | Restated |  
|                                                            |  |                                            |       |          |  
|Consolidated Statements of Cash Flows:                      |  |                                            |       |          |   |       |  
|Minority interest in variable interest entity income        |  | $                                          | -     |          | $ | 163   |  
|                                                            |  |                                            |       |          |   |       |  
|Net Cash Provided by Operating Activities                   |  | $                                          | 3,392 |          | $ | 3,556 |  
|                                                            |  |                                            |       |          |   |       |  
|Proceeds from variable interest entity member contributions |  | $                                          | -     |          | $ | 88    |  
|                                                            |  |                                            |       |          |   |       |  
|Variable interest entity payments on long-term debt         |  | $                                          | -     |          | $ | (80   | )
|                                                            |  |                                            |       |          |   |       |  
|Distributions to variable interest entity members           |  | $                                          | -     |          | $ | (59   | )
|                                                            |  |                                            |       |          |   |       |  
|Net Cash Provided by Financing Activities                   |  | $                                          | 507   |          | $ | 455   |  
|                                                            |  |                                            |       |          |   |       |  
|Consolidation of variable interest entity cash              |  | $                                          | 112   |          | $ | -     |  
|                                                            |  |                                            |       |          |   |       |  

2


**FORTUNE INDUSTRIES, INC.**


**FORM 10-Q/A**


**For The Quarterly Period Ended February 28, 2007**





**INDEX**




PagePART  I.    Financial InformationITEM 1.  Financial StatementsConsolidated Balance Sheets as of February 28, 2007 (unaudited, restated) and August 31, 2006

                        4Consolidated Statements of Operations for the three and six month periods ended February 28, 2007 and 2006 (unaudited)

                        6Consolidated Statement of Changes in Shareholders’ Equity for the six month period ended February 28, 2007 (unaudited, restated)

                        7Consolidated Statements of Cash Flows for the six month periods ended February 28, 2007 (unaudited, restated) and 2006 (unaudited)

                        8Notes to the Consolidated Financial Statements (restated)

                        10ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

                        29ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

                        40ITEM 4.  Controls and Procedures

                        40PART II.    Other InformationITEM 1.    Legal Proceedings

                        40ITEM 1A. Risk Factors

                        41ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

                        41ITEM 3.    Defaults Upon Senior Securities

                        41ITEM 4.    Submission of Matters to a Vote of Security Holders

                        41ITEM 5.    Other Information

                        41ITEM 6.    Exhibits

                        41Signatures

                        41




3
 **


**PART 1 - FINANCIAL INFORMATION**


**Item 1. Financial Statements.**





**FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES**


**CONSOLIDATED BALANCE SHEETS**


**(DOLLARS IN THOUSANDS)**





**February 28,**

                                                    **2007**

                                                

                                                

                                                **August 31,**

                                                    **2006****(Unaudited, Restated)**

                                                

                                                

                                                **(Audited)****ASSETS****CURRENT ASSETS**Cash and equivalents

                                                

                                                $

                                                7,294

                                                

                                                

                                                $

                                                3,632Restricted cash

                                                

                                                

                                                3,217

                                                

                                                

                                                

                                                3,462Marketable equity securities (Note 3)

                                                

                                                

                                                176

                                                

                                                

                                                

                                                1,281Accounts receivable, net (Note 4)

                                                

                                                

                                                19,026

                                                

                                                

                                                

                                                25,731Costs and estimated earnings in excess of billings on uncompleted contracts (Note 5)

                                                

                                                

                                                2,207

                                                

                                                

                                                

                                                4,500Inventory, net

                                                

                                                

                                                6,883

                                                

                                                

                                                

                                                6,761Deferred tax asset (Note 9)

                                                

                                                

                                                1,535

                                                

                                                

                                                

                                                1,535Prepaid expenses and other current assets

                                                

                                                

                                                1,067

                                                

                                                

                                                

                                                1,922Total Current Assets

                                                

                                                

                                                41,405

                                                

                                                

                                                

                                                48,824**OTHER ASSETS**Property, plant & equipment, net (Note 6)

                                                

                                                

                                                12,342

                                                

                                                

                                                

                                                6,323Long-term accounts receivable (Note 4)

                                                

                                                

                                                731

                                                

                                                

                                                

                                                1,276Goodwill (Note 7)

                                                

                                                

                                                11,815

                                                

                                                

                                                

                                                11,984Other intangible assets, net (Note 7)

                                                

                                                

                                                4,415

                                                

                                                

                                                

                                                4,299Other long-term assets

                                                

                                                

                                                1,224

                                                

                                                

                                                

                                                1,579Total Other Assets

                                                

                                                

                                                30,527

                                                

                                                

                                                

                                                25,461**TOTAL ASSETS**

                                                

                                                $

                                                71,932

                                                

                                                

                                                $

                                                74,285


*See Accompanying Notes to Unaudited Interim Consolidated Financial Statements*


4
 **




**FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES**


**CONSOLIDATED BALANCE SHEETS (CONTINUED)**


**(DOLLARS IN THOUSANDS)**




**February 28,**

                                                **2007**

                                            

                                            

                                            **August 31,**

                                                **2006****(Unaudited, Restated)**

                                            

                                            

                                            **(Audited)****LIABILITIES AND SHAREHOLDERS' EQUITY****CURRENT LIABILITIES**Line of credit  (Note 8)

                                            

                                            

                                            5,911

                                            

                                            

                                            

                                            -Short-term debt and current maturities of long-term debt (Note 8)

                                            

                                            $

                                            19,299

                                            

                                            

                                            $

                                            2,124Current maturities of convertible term note (Note 8)

                                            

                                            

                                            1,818

                                            

                                            

                                            

                                            1,364Variable interest entity line of credit (Note 8)

                                            

                                            

                                            2,200

                                            

                                            

                                            

                                            -Variable interest entity current maturities of long-term debt (Note 8)

                                            

                                            

                                            543

                                            

                                            

                                            

                                            -Accounts payable

                                            

                                            

                                            4,410

                                            

                                            

                                            

                                            9,324Health and workers' compensation reserves

                                            

                                            

                                            4,520

                                            

                                            

                                            

                                            3,363Accrued expenses

                                            

                                            

                                            5,984

                                            

                                            

                                            

                                            5,449Billings in excess of costs and estimated earnings on uncompleted contracts (Note 5)

                                            

                                            

                                            2,427

                                            

                                            

                                            

                                            1,968Other current liabilities

                                            

                                            

                                            432

                                            

                                            

                                            

                                            1,849Total Current Liabilities

                                            

                                            

                                            47,544

                                            

                                            

                                            

                                            25,441**LONG-TERM LIABILITIES**Line of credit (Note 8)

                                            

                                            

                                            -

                                            

                                            

                                            

                                            3,330Long-term debt, less current maturities (Note 8)

                                            

                                            

                                            166

                                            

                                            

                                            

                                            18,213Convertible term note (Note 8)

                                            

                                            

                                            4,768

                                            

                                            

                                            

                                            6,136Variable interest entity long-term debt, less current maturities (Note 8)

                                            

                                            

                                            4,771

                                            

                                            

                                            

                                            -Other long-term liabilities

                                            

                                            

                                            215

                                            

                                            

                                            

                                            215Total Long-Term Liabilities

                                            

                                            

                                            9,920

                                            

                                            

                                            

                                            27,894Total Liabilities

                                            

                                            

                                            57,464

                                            

                                            

                                            

                                            53,335**MINORITY INTEREST IN VARIABLE INTEREST ENTITY**

                                            

                                            

                                            705

                                            

                                            

                                            

                                            -**SHAREHOLDERS' EQUITY**Common stock, $0.10 par value; 150,000,000 authorized; 10,840,605 and 10,522,722 issued and outstanding at February 28, 2007 and August 31, 2006, respectively

                                            

                                            

                                            1,084

                                            

                                            

                                            

                                            1,053Preferred stock, $0.10 par value; 1,000,000 authorized; 66,180 issued and outstanding at February 28, 2007 and August 31, 2006

                                            

                                            

                                            6,618

                                            

                                            

                                            

                                            6,618Additional paid-in capital and warrants outstanding

                                            

                                            

                                            18,928

                                            

                                            

                                            

                                            17,633Accumulated deficit

                                            

                                            

                                            (11,547

                                            )

                                            

                                            

                                            (4,518

                                            )Accumulated other comprehensive income

                                            

                                            

                                            218

                                            

                                            

                                            

                                            16415,301

                                            

                                            

                                            

                                            20,950Less: Treasury stock, 384,500 and 0 shares of common stock outstanding at February 28, 2007 and August 31, 2006, respectively

                                            

                                            

                                            (1,538

                                            )

                                            

                                            

                                            -**Total Shareholders Equity**

                                            

                                            $

                                            13,763

                                            

                                            

                                            $

                                            20,950**TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY**

                                            

                                            $

                                            71,932

                                            

                                            

                                            $

                                            74,285


*See Accompanying Notes to Unaudited Interim Consolidated Financial Statements*




5
 **




**FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES**


**CONSOLIDATED STATEMENTS OF OPERATIONS**


**(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)**


**(UNAUDITED)**




**Three Month Period Ended**

                                            

                                            

                                            **Six Month Period Ended****February 28,**

                                                **2007**

                                            

                                            

                                            **February 28,**

                                                **2006**

                                            

                                            

                                            **February 28,**

                                                **2007**

                                            

                                            

                                            **February 28,**

                                                **2006****REVENUES**Service revenues

                                            

                                            $

                                            15,643

                                            

                                            

                                            $

                                            14,354

                                            

                                            

                                            $

                                            30,645

                                            

                                            

                                            $

                                            28,421Product revenues

                                            

                                            

                                            16,596

                                            

                                            

                                            

                                            19,002

                                            

                                            

                                            

                                            42,278

                                            

                                            

                                            

                                            41,378**TOTAL REVENUES**

                                            

                                            

                                            32,239

                                            

                                            

                                            

                                            33,356

                                            

                                            

                                            

                                            72,923

                                            

                                            

                                            

                                            69,799**COST OF REVENUES**Service cost of revenues

                                            

                                            

                                            13,053

                                            

                                            

                                            

                                            9,793

                                            

                                            

                                            

                                            24,288

                                            

                                            

                                            

                                            20,133Product cost of revenues

                                            

                                            

                                            14,657

                                            

                                            

                                            

                                            16,029

                                            

                                            

                                            

                                            35,332

                                            

                                            

                                            

                                            34,894**TOTAL COST OF REVENUES**

                                            

                                            

                                            27,710

                                            

                                            

                                            

                                            25,822

                                            

                                            

                                            

                                            59,620

                                            

                                            

                                            

                                            55,027**GROSS PROFIT**

                                            

                                            

                                            4,529

                                            

                                            

                                            

                                            7,534

                                            

                                            

                                            

                                            13,303

                                            

                                            

                                            

                                            14,772**OPERATING EXPENSES**Selling, general and administrative expenses

                                            

                                            

                                            7,682

                                            

                                            

                                            

                                            6,082

                                            

                                            

                                            

                                            14,113

                                            

                                            

                                            

                                            11,539Depreciation and amortization

                                            

                                            

                                            1,084

                                            

                                            

                                            

                                            543

                                            

                                            

                                            

                                            1,802

                                            

                                            

                                            

                                            1,024Impairment (Note 1)

                                            

                                            

                                            2,027

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            2,027

                                            

                                            

                                            

                                            -Total Operating Expenses

                                            

                                            

                                            10,793

                                            

                                            

                                            

                                            6,625

                                            

                                            

                                            

                                            17,942

                                            

                                            

                                            

                                            12,563**OPERATING INCOME (LOSS)**

                                            

                                            

                                            (6,264

                                            )

                                            

                                            

                                            909

                                            

                                            

                                            

                                            (4,639

                                            )

                                            

                                            

                                            2,209**OTHER INCOME (EXPENSE)**Interest income

                                            

                                            

                                            96

                                            

                                            

                                            

                                            86

                                            

                                            

                                            

                                            187

                                            

                                            

                                            

                                            142Interest expense

                                            

                                            

                                            (808

                                            )

                                            

                                            

                                            (598

                                            )

                                            

                                            

                                            (1,655

                                            )

                                            

                                            

                                            (1,142

                                            )Gain on investments in marketable securities, net (Note 3)

                                            

                                            

                                            -

                                            

                                            

                                            

                                            5

                                            

                                            

                                            

                                            17

                                            

                                            

                                            

                                            5Loss on disposal of assets

                                            

                                            

                                            (411

                                            )

                                            

                                            

                                            -

                                            

                                            

                                            

                                            (411

                                            )

                                            

                                            

                                            -Exchange rate gain (loss)

                                            

                                            

                                            (8

                                            )

                                            

                                            

                                            2

                                            

                                            

                                            

                                            (9

                                            )

                                            

                                            

                                            (3

                                            )Other income (expense)

                                            

                                            

                                            (10

                                            )

                                            

                                            

                                            (5

                                            )

                                            

                                            

                                            12

                                            

                                            

                                            

                                            56Total Other Income (Expense)

                                            

                                            

                                            (1,141

                                            )

                                            

                                            

                                            (510

                                            )

                                            

                                            

                                            (1,859

                                            )

                                            

                                            

                                            (942

                                            )**INCOME (LOSS) BEFORE MINORITY INTEREST IN VARIABLE INTEREST ENTITY**

                                            

                                            

                                            (7,405

                                            )

                                            

                                            

                                            399

                                            

                                            

                                            

                                            (6,498

                                            )

                                            

                                            

                                            1,267Minority Interest in Variable Interest Entity (Note 12)

                                            

                                            

                                            124

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            164

                                            

                                            

                                            

                                            -**INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES**

                                            

                                            

                                            (7,529

                                            )

                                            

                                            

                                            399

                                            

                                            

                                            

                                            (6,662

                                            )

                                            

                                            

                                            1,267Provision for income taxes (Note 9)

                                            

                                            

                                            102

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            119

                                            

                                            

                                            

                                            21**NET INCOME (LOSS)**

                                            

                                            

                                            (7,631

                                            )

                                            

                                            

                                            399

                                            

                                            

                                            

                                            (6,781

                                            )

                                            

                                            

                                            1,246Preferred stock dividends

                                            

                                            

                                            124

                                            

                                            

                                            

                                            83

                                            

                                            

                                            

                                            248

                                            

                                            

                                            

                                            83**NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS**

                                            

                                            $

                                            (7,755

                                            )

                                            

                                            $

                                            316

                                            

                                            

                                            $

                                            (7,029

                                            )

                                            

                                            $

                                            1,163**BASIC INCOME (LOSS) PER COMMON SHARE**

                                            

                                            $

                                            (0.73

                                            )

                                            

                                            $

                                            0.03

                                            

                                            

                                            $

                                            (0.66

                                            )

                                            

                                            $

                                            0.11**Basic weighted average shares outstanding**

                                            

                                            

                                            10,628,219

                                            

                                            

                                            

                                            10,559,843

                                            

                                            

                                            

                                            10,576,185

                                            

                                            

                                            

                                            10,559,843**DILUTED INCOME (LOSS) PER COMMON SHARE**

                                            

                                            $

                                            (0.63

                                            )

                                            

                                            $

                                            0.03

                                            

                                            

                                            $

                                            (0.57

                                            )

                                            

                                            $

                                            0.10**Diluted weighted average shares outstanding**

                                            

                                            

                                            12,281,760

                                            

                                            

                                            

                                            12,067,814

                                            

                                            

                                            

                                            12,240,371

                                            

                                            

                                            

                                            11,472,267




*See Accompanying Notes to Unaudited Interim Consolidated Financial Statements*


6
 **


**FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES**


**CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY**


**(DOLLARS IN THOUSANDS)**


**(UNAUDITED, RESTATED)**




**Common**

                                                    **Stock**

                                                

                                                

                                                

                                                **Treasury****Stock         (Restated)**

                                                

                                                

                                                **Preferred**

                                                    **Stock**

                                                

                                                

                                                **Additional**

                                                    **Paid-in Capital**

                                                    **and Warrants**

                                                    **Outstanding**

                                                

                                                

                                                **Accumulated**

                                                    **Deficit**

                                                

                                                

                                                **Accumulated**

                                                    **Other**

                                                    **Comprehensive**

                                                    **Income**

                                                

                                                

                                                **Total**

                                                    **Shareholders'**

                                                    **Equity**

                                                

                                                

                                                **Comprehensive**

                                                    **Income****BALANCE AT AUGUST 31, 2006**

                                                

                                                **$**

                                                **1,053**

                                                

                                                

                                                $

                                                -

                                                

                                                

                                                **$**

                                                **6,618**

                                                

                                                

                                                **$**

                                                **17,633**

                                                

                                                

                                                **$**

                                                **(4,518**

                                                **)**

                                                

                                                **$**

                                                **164**

                                                

                                                

                                                **$**

                                                **20,950**Net income

                                                

                                                

                                                -

                                                

                                                

                                                

                                                

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                (6,781

                                                )

                                                

                                                

                                                -

                                                

                                                

                                                

                                                (6,781

                                                )

                                                

                                                

                                                (6,781

                                                )Issuance of 305,883 shares of common stock for acquisitions

                                                

                                                

                                                30

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                1,246

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                1,276

                                                

                                                

                                                $

                                                -Issuance of 10,000 shares of common stock for compensation

                                                

                                                

                                                1

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                49

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                50

                                                

                                                

                                                $

                                                -Preferred Stock Dividends

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                (248

                                                )

                                                

                                                

                                                -

                                                

                                                

                                                

                                                (248

                                                )

                                                

                                                

                                                -Foreign currency translation adjustments, net of tax

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                15

                                                

                                                

                                                

                                                15

                                                

                                                

                                                

                                                15Unrealized gains on investments, net of tax

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                31

                                                

                                                

                                                

                                                31

                                                

                                                

                                                

                                                31Reclassification adjustments for realized gains & losses included in net income, net of tax

                                                

                                                

                                                -

                                                

                                                

                                                

                                                

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                8

                                                

                                                

                                                

                                                8

                                                

                                                

                                                

                                                8Variable interest entity investment in 384,500 shares of common stock of the Company

                                                

                                                

                                                -

                                                

                                                

                                                

                                                **(1,538**

                                                **)**

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                **(1,538**

                                                **)**

                                                

                                                

                                                **-**Total comprehensive income

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                **$**

                                                **(6,727**

                                                **)****BALANCE AT FEBRUARY 28, 2007**

                                                

                                                **$**

                                                **1,084**

                                                

                                                

                                                $

                                                **(1,538**

                                                **)**

                                                

                                                **$**

                                                **6,618**

                                                

                                                

                                                **$**

                                                **18,928**

                                                

                                                

                                                **$**

                                                **(11,547**

                                                **)**

                                                

                                                **$**

                                                **218**

                                                

                                                

                                                **$**

                                                **13,763**




See Accompanying Notes to Unaudited Interim Consolidated Financial Statements


7
 **





**FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES**


**CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(DOLLARS IN THOUSANDS)**


**(UNAUDITED)**




**Six Month Period Ended****February 28,**

                                                    **2007 (Restated)**

                                                

                                                

                                                **February 28,**

                                                    **2006****CASH FLOWS FROM OPERATING ACTIVITIES**Net Income (Loss)

                                                

                                                $

                                                (6,781

                                                )

                                                

                                                $

                                                1,246Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization

                                                

                                                

                                                1,802

                                                

                                                

                                                

                                                1,024Provision for losses on accounts receivable

                                                

                                                

                                                423

                                                

                                                

                                                

                                                (94

                                                )Gain on sale of investments

                                                

                                                

                                                (9

                                                )

                                                

                                                

                                                (5

                                                )Loss on disposal of assets

                                                

                                                

                                                411

                                                

                                                

                                                

                                                -Stock based compensation

                                                

                                                

                                                50

                                                

                                                

                                                

                                                -Minority interest in variable interest entity

                                                

                                                

                                                163

                                                

                                                

                                                

                                                -Impairment on intangible assets

                                                

                                                

                                                2,027

                                                

                                                

                                                

                                                -Changes in certain operating assets and liabilities:Restricted cash

                                                

                                                

                                                245

                                                

                                                

                                                

                                                (120

                                                )Accounts receivable

                                                

                                                

                                                6,333

                                                

                                                

                                                

                                                2,455Costs and estimated earnings in excess of billings on uncompleted contracts

                                                

                                                

                                                2,293

                                                

                                                

                                                

                                                (1,445

                                                )Inventory, net

                                                

                                                

                                                (122

                                                )

                                                

                                                

                                                1,200Prepaid assets and other current assets

                                                

                                                

                                                773

                                                

                                                

                                                

                                                281Other long-term assets

                                                

                                                

                                                564

                                                

                                                

                                                

                                                (184

                                                )Accounts payable

                                                

                                                

                                                (4,934

                                                )

                                                

                                                

                                                (2,092

                                                )Health and workers' compensation reserves

                                                

                                                

                                                1,020

                                                

                                                

                                                

                                                (787

                                                )Accrued expenses and other current liabilities

                                                

                                                

                                                (1,162

                                                )

                                                

                                                

                                                (896

                                                )Billings in excess of costs and estimated earnings on uncompleted contracts

                                                

                                                

                                                459

                                                

                                                

                                                

                                                (137

                                                )Other long-term liabilities

                                                

                                                

                                                -

                                                

                                                

                                                

                                                15Net Cash Provided by Operating Activities

                                                

                                                

                                                3,556

                                                

                                                

                                                

                                                461**CASH FLOWS FROM INVESTING ACTIVITIES**Capital expenditures

                                                

                                                

                                                (798

                                                )

                                                

                                                

                                                (1,378

                                                )Sale (purchase) of marketable securities, net

                                                

                                                

                                                1,153

                                                

                                                

                                                

                                                (34

                                                )Acquisition of productive assets and businesses, net of cash received

                                                

                                                

                                                (719

                                                )

                                                

                                                

                                                (262

                                                )Net Cash Used in Investing Activities

                                                

                                                

                                                (364

                                                )

                                                

                                                

                                                (1,674

                                                )**CASH FLOWS FROM FINANCING ACTIVITIES**Net borrowings (payments) under line of credit

                                                

                                                

                                                2,581

                                                

                                                

                                                

                                                (4,466

                                                )Borrowings on available for sale investment account

                                                

                                                

                                                -

                                                

                                                

                                                

                                                800Payments on long-term debt

                                                

                                                

                                                (913

                                                )

                                                

                                                

                                                (1,427

                                                )Variable interest entity payments on long-term debt

                                                

                                                

                                                (80

                                                )

                                                

                                                

                                                -Debt issuance costs

                                                

                                                

                                                

                                                

                                                

                                                

                                                (692

                                                )Borrowings (payments) from convertible debentures

                                                

                                                

                                                (914

                                                )

                                                

                                                

                                                7,500Dividends on preferred stock

                                                

                                                

                                                (248

                                                )

                                                

                                                

                                                (83

                                                )Proceeds from variable interest equity member contributions

                                                

                                                

                                                88

                                                

                                                

                                                

                                                -Distributions to variable interest entity members

                                                

                                                

                                                (59

                                                )

                                                

                                                

                                                -Net Cash Provided by Financing Activities

                                                

                                                

                                                455

                                                

                                                

                                                

                                                1,632Effect of exchange rate changes on cash

                                                

                                                

                                                15

                                                

                                                

                                                

                                                (10

                                                )**NET INCREASE IN CASH AND EQUIVALENTS**

                                                

                                                

                                                3,662

                                                

                                                

                                                

                                                409**CASH AND EQUIVALENTS**Beginning of Period

                                                

                                                

                                                3,632

                                                

                                                

                                                

                                                3,787End of Period

                                                

                                                $

                                                7,294

                                                

                                                

                                                $

                                                4,196




See Accompanying Notes to Unaudited Interim Consolidated Financial Statements




8
 **




**FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES**


**CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)**


**(DOLLARS IN THOUSANDS)**


**(UNAUDITED)**




**Six Month Period Ended****February 28,**

                                                **2007**

                                            

                                            

                                            **February 28,**

                                                **2006****SUPPLEMENTAL DISCLOSURES**Interest paid

                                            

                                            $

                                            1,266

                                            

                                            

                                            $

                                            1,053Income taxes paid

                                            

                                            $

                                            72

                                            

                                            

                                            $

                                            21Unrealized net gain on marketable equity securities

                                            

                                            $

                                            29

                                            

                                            

                                            $

                                            (57

                                            )Acquisition of Precision Employee Management, LLCFair value of assets acquired

                                            

                                            $

                                            2,376Common stock consideration

                                            

                                            

                                            1,276Cash paid

                                            

                                            $

                                            1,100Consolidation of Variable Interest EntityCash

                                            

                                            $

                                            111Prepaid expenses and other current assets

                                            

                                            

                                            1Property, Plant and Equipment

                                            

                                            

                                            6,724Other long-term assets

                                            

                                            

                                            4Total Assets

                                            

                                            $

                                            6,840Line of credit

                                            

                                            $

                                            2,200Current maturities of long-term debt

                                            

                                            

                                            543Accounts payable and accrued expenses

                                            

                                            

                                            159Long-term debt

                                            

                                            

                                            4,771Minority interest

                                            

                                            

                                            705Less:  Treasury Stock

                                            

                                            

                                            (1,538

                                            )Total Liabilities and Minority Interest

                                            

                                            $

                                            6,840Non-cash investing and financing activities:Issuance of preferred stock for debt extinguishment

                                            

                                            

                                            

                                            

                                            

                                            $

                                            6,618Issuance of warrants in connection with loan refinancing

                                            

                                            

                                            

                                            

                                            

                                            

                                            266$

                                            6,884Acquisition of Audio Video Revolution, Inc.Fair value of assets acquired

                                            

                                            

                                            

                                            

                                            

                                            $

                                            262Cash paid

                                            

                                            

                                            

                                            

                                            

                                            $

                                            262




See Accompanying Notes to Unaudited Interim Consolidated Financial Statements


9
 **




**FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**


**(DOLLARS IN THOUSANDS UNLESS OTHERWISE INDICATED,**


**EXCEPT PER SHARE DATA)**


**(UNAUDITED)**





**NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





*Basis of Presentation*: The financial data presented herein is unaudited and should be read in conjunction with the consolidated financial statements and accompanying notes included in the 2006 Annual Report on Form 10-K filed by Fortune Industries, Inc. (which, together with its subsidiaries unless the context requires otherwise, shall be referred to herein as the
            “Company”).  The accompanying unaudited consolidated financial statements have been prepared by the Company without audit. These unaudited financial statements contain, in the opinion of management, all adjustments (consisting of normal accruals and other recurring adjustments) necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented in conformity with accounting principles
            generally accepted in the United States. The operating results for the three and six month periods ended February 28, 2007 are not necessarily indicative of the operating results to be expected for the full fiscal year.





*Nature of Business:* Fortune Industries, Inc. is an Indiana corporation, originally incorporated in Delaware in 1988. The Company provides a variety of services and products for selected market segments, which are classified under five operating segments, Wireless Infrastructure, Business Solutions, Transportation Infrastructure, Ultraviolet Technologies and Electronics Integration. As a holding
            company of various products and services, the Company has historically invested in businesses that are undervalued, underperforming, or in operations that are poised for significant growth. Management’s strategic focus is to support the revenue and earnings growth of its operations by creating synergies that can be leveraged to enhance the performance of the Company’s entities and by investing capital to fund expansion. Additionally, management continually seeks and
            evaluates strategic acquisitions that expand core offerings and drive incremental revenue and earnings growth.





*Principles of Consolidation*:  The accompanying consolidated financial statements include the accounts of Fortune Industries, Inc. and its wholly-owned subsidiaries, and a variable interest entity (“VIE”), where the Company is deemed to be the primary beneficiary. Nor-Cote International, Inc. (“Nor-Cote”), a
            wholly-owned subsidiary, contains foreign subsidiaries from the United Kingdom, China and Singapore, which have been eliminated in consolidation at the Nor-Cote subsidiary level. All significant inter-company accounts and transactions of the Company have been eliminated.





*Foreign Currency Translation*:  Assets and liabilities of the foreign subsidiaries of Nor-Cote are translated into U.S. dollars at the exchange rate in effect at the end of the period. Revenue and expense accounts are translated at a weighted-average of exchange rates in effect during the year. Translation adjustments that arise from translating the subsidiaries’ financial statements
            from local currency to U.S. dollars are accumulated and presented, net of tax, as a separate component of shareholders’ equity.





*Comprehensive Income (Loss*):  Comprehensive income (loss) refers to the change in an entity’s equity during a period resulting from all transactions and events other than capital contributed by and distributions to the entity’s owners. For the Company, comprehensive income (loss) is equal to net income plus the change in unrealized gains or losses on investments and the change
            in foreign currency translation adjustments. The Company reports comprehensive income (loss) in the consolidated statement of shareholders’ equity.





*Estimates*:  Management uses estimates and assumptions in preparing consolidated financial statements in accordance with accounting principles generally accepted in the United States. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenue and expenses. Actual results could vary from
            the estimates that were used.





Significant estimates used in preparing these consolidated financial statements include those assumed in computing profit percentages under the percentage-of-completion revenue recognition method. It is reasonably possible that the significant estimates used will change within the next year.





*Revenue and Cost Recognition:* In the Wireless Infrastructure segment, the Company enters into contracts principally on the basis of competitive bids, the final terms and prices of which are frequently negotiated with the customer. Although the terms of its contracts vary considerably, most are made on a unit price basis in which the Company agrees to do the work for units of work performed. The
            Company also performs services on a cost-plus or time and materials basis. The Company completes most projects within twelve months. The Company generally recognizes revenue utilizing output measures, such as when services are performed, units are delivered or when contract milestones are reached. The Company’s construction services recognize revenue using the percentage of completion method on contracts in process. Under this method, the portion of the contract price
            recognized as revenue is based on the ratio of costs incurred to the total estimated cost of the contract. The estimated total cost of a contract is based upon management’s best estimate of the remaining costs that will be required to complete a project. The actual costs required to complete a project and, therefore, the profit eventually realized, could differ materially in the near term. Costs and estimated earnings in excess of billings on uncompleted contracts are shown as
            a current asset. Billings in excess of costs and estimated earnings on uncompleted contracts are shown as a current liability. Anticipated losses on contracts, if any, are recognized when they become evident.




10
 **


Subsidiaries operating in the Wireless Infrastructure segment include Fortune Wireless, Inc. (“Fortune Wireless”), Magtech Services, Inc. (“Magtech”), Cornerstone Wireless Construction Services, Inc. (“Cornerstone Construction”) and James Westbrook & Associates, LLC (“JWA”).





In the Business Solutions segment, the Company bills clients under Professional Services Agreements as licensed Professional Employer Organizations (“PEOs”), which includes each worksite employee’s gross wages, plus additional charges for employment related taxes, benefits, workers’ compensation insurance, administrative and record keeping, as well as safety, human resources, and
            regulatory compliance consultation. Most wages, taxes and insurance coverage are provided under the Company’s federal, state, and local or vendor identification numbers. No identification or recognition is given to the client when these monies are remitted or calculations are reported. Most calculations or amounts the Company owes the government and its employment insurance vendors are based on the experience levels and activity of the Company with no consideration to client
            detail. The Company bills the client their worksite employees’ gross wages plus an overall service fee that includes components of employment related taxes, employment benefits insurance, and administration of those items. The component of the service fee related to administration varies, in part, according to the size of the client, the amount and frequency of payroll payments and the method of delivery of such payments. The component of the service fee related to health,
            workers’ compensation and unemployment insurance is based, in part, on the client’s historical claims experience. Charges by the Company are invoiced along with each periodic payroll delivered to the client.





The Company’s Business Solutions segment reports revenue in accordance with Emerging Issues Task Force ("EITF") No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. The Company reports revenue on a gross basis, the total amount billed to clients for service fees which includes health and welfare benefit plan fees, workers’ compensation insurance, unemployment insurance fees,
            and employment-related taxes. The Company reports revenue on a gross basis for such fees because the Company is the primary obligor and deemed to be the principal in these transactions under EITF No. 99-19.  The Company reports revenue on a net basis for the amount billed to clients for worksite employee salaries and wages. This accounting policy of reporting revenue net as an agent versus gross as a principal has no effect on gross profit, operating income, or net
            income.





The Company’s Business Solutions segment accounts for their revenue using the accrual method of accounting. Under the accrual method of accounting, revenue is recognized in the period in which the worksite employee performs work. The Company accrues revenue for service fees, health and welfare benefit plan fees, workers’ compensation and unemployment insurance fees relating to work performed by
            worksite employees but unpaid at the end of each period. The Company accrues unbilled receivables for payroll taxes, service fees, health and welfare benefits plan fees, workers’ compensation and unemployment insurance fees relating to work performed by worksite employees but unpaid at the end of each period. In addition, the related costs of services are accrued as a liability for the same period. Subsequent to the end of each period, such costs are paid and the related
            service fees are billed.





Consistent with their revenue recognition policy, within the Company’s Business Solutions segment, direct costs do not include the payroll cost of its worksite employees. The Company’s direct costs associated with its revenue generating activities are comprised of all other costs related to its worksite employees, such as the employer portion of payroll-related taxes, employee benefit plan
            premiums and workers’ compensation insurance costs.





Business Solutions services are performed by Professional Staff Management, Inc. and its affiliated entities (“PSM”), CSM, Inc. and its affiliated entities (“CSM”) and Precision Employee Management, LLC and its affiliated entities (“Precision”).





In the Transportation Infrastructure segment, the Company recognizes revenue using the percentage of completion method on contracts in process. Under this method, the portion of the contract price recognized as revenue is based on the ratio of costs incurred to the total estimated cost of the contract. The estimated total cost of a contract is based upon management’s best estimate of the remaining
            costs that will be required to complete a project. The actual costs required to complete a project and, therefore, the profit eventually realized, could differ materially in the near term. Costs and estimated earnings in excess of billings on uncompleted contracts are shown as a current asset. Billings in excess of costs and estimated earnings on uncompleted contracts are shown as a current liability. Anticipated losses on contracts, if any, are recognized when they become
            evident.


11
 **


Transportation infrastructure products and services are performed by the James H. Drew Corp. and subsidiaries (“JH Drew”).





In the Ultraviolet Technologies segment, revenue from the sale of products is recognized according to the terms of the sales arrangement, which is generally upon shipment. Revenue is recognized, net of estimated costs of returns, allowances and sales incentives, title and principal ownership transfers to the customer, which is generally when products are shipped to customers. Products are generally sold on
            open account under credit terms customary to the geographic region of distribution. Ongoing credit evaluations are performed on customers and the Company does not generally require collateral to secure accounts receivable.





Ultraviolet Technologies products are manufactured by Nor-Cote International, Inc. and subsidiaries.





In the Electronics Integration segment, revenue from the sale of products within the Company’s commercial electronic sales unit is recognized according to the terms of the sales arrangement, which is generally upon shipment. Revenue is recognized when title and principal ownership transfers to the customer, which is generally when products are shipped to customers. Products are generally sold on open
            account under credit terms customary to the geographic region of distribution. Ongoing credit evaluations are performed on customers and the Company does not generally require collateral to secure accounts receivable.  The Company’s electronic installation unit enters into contracts principally on the basis of competitive bids, the final terms and prices of which are frequently negotiated with the customer. Although the terms of its contracts vary considerably, most
            are made on a unit price basis in which the Company agrees to do the work for units of work performed. The Company also performs services on a cost-plus or time and materials basis. The Company completes most projects within one month. The Company generally recognizes revenue utilizing output measures, such as when services are performed, units are delivered or when contract milestones are reached.





Subsidiaries operating in the Electronics Integration segment include Kingston Sales Corporation (“Kingston”), Commercial Solutions, Inc. (“Commercial Solutions”) and Audio-Video Revolution, Inc. (“AVR”) and its affiliated entities.





Revenue is reduced by appropriate allowances, estimated returns, price concessions, and similar adjustments, as applicable.





*Cash and Equivalents:* Cash and equivalents may include money market fund shares, bank time deposits, certificates of deposits, and other instruments with original maturities of three months or less.





*Restricted Cash:* Restricted cash includes certificates of deposits and letters of credit issued as collateral under its health and accident benefit program, its workers compensation program, and certain general insurance coverage related to the Company’s Business Solutions segment. At February 28, 2007, the Company had $3,217 in total restricted cash.  Of this, $1,725 is
                restricted for employer contributions to various health and accident benefit programs established under third party actuarial analysis, $1,250 is restricted for the Company’s workers compensation program in accordance with terms of its insurance carrier agreement, and the remainder is restricted for certain standby letters of credits in accordance with various state regulations.





*Marketable Equity Securities:* Marketable equity securities include common stocks classified as available for sale investments in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The securities are carried at fair value based on current market quotations. Unrealized holding
            gains and losses, net of tax, are not included in "net income," but are accounted for as "other comprehensive income" and reflected as a separate component of the change in shareholders’ equity. The cost of securities used to compute realized gains and losses is based on specifically identified securities. The fair value of investment securities is determined by currently available market prices. Dividends on marketable equity securities are recognized in income when
            declared.





*Accounts Receivable:*  Accounts receivable is stated at the amount billable to customers. Accounts receivable are ordinarily due 30-60 days after the issuance of the invoice. The Company provides allowances for estimated doubtful accounts and for returns and sales allowances, based on the Company’s assessment of known delinquent accounts, historical experience, and other currently
            available evidence of the collectability and the aging of the accounts receivable. Delinquent receivables that are deemed uncollectible are written off based on individual credit evaluation and specific circumstances of the customer. The Company’s policy is not to accrue interest on past due trade receivables.


12
 **


*Inventories:* Inventories are recorded at the lower of cost or market value. Costs are determined primarily under the first-in, first-out method (“FIFO”) method of accounting.





*Shipping and Handling:* Costs incurred for shipping and handling are included in the Company's consolidated financial statements as a component of costs of revenue.





*Property, Plant, Equipment, and Depreciation:* Property, plant and equipment is recorded at cost and include expenditures for new additions and those which substantially increase the useful lives of existing assets. Depreciation is computed principally on the straight-line method over the estimated useful life.   Depreciable lives range from 3 to 40 years.





Expenditures for normal repairs and maintenance are charged to operations as incurred. The cost of property or equipment retired or otherwise disposed of and the related accumulated depreciation are removed from the accounts in the period of disposal with the resulting gain or loss reflected in earnings or in the cost of the replacement asset.





*Goodwill and Other Indefinite-Lived Intangible Assets:*  The Company accounts for goodwill and other indefinite-lived intangible assets under SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and other intangible assets with indeterminate lives are assessed for impairment at least annually and more often as triggering events occur. In making this
            assessment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market place data. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of both goodwill and other intangible assets impairment. Since management’s judgment is involved in performing goodwill and other intangible assets valuation analyses,
            there is risk that the carrying value of the goodwill and other intangible assets may be overstated or understated.





The Company has elected to perform the annual impairment test of recorded goodwill and other indefinite-lived intangible assets as required by SFAS 142 as of the end of fiscal fourth quarter. The results of this annual impairment test indicated that the fair value of each of the reporting units as of August 31, 2006, exceeded the carrying, or book value, including goodwill, and therefore recorded goodwill
            and other indefinite-lived intangible assets were not subject to impairment. The Company determined that goodwill and certain intangible assets in its Wireless Infrastructure and Electronics Integration Segment were impaired as of February 28, 2007. Triggering events include (but not limited to) a) losses incurred within certain operating units b) downsizing of personnel c) disposal of fixed assets d) closing of regional offices and e) restructuring of management.





*Long-lived Assets:* The Company evaluates the carrying value of long-lived assets, primarily property, plant and equipment and other definite-lived intangible assets, whenever significant events or changes in circumstances indicate the carrying value of these assets may be impaired. If such indicators of impairment are present, the Company determines whether the sum of the estimated undiscounted
            cash flows attributable to the assets in question is less than their carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates over the remaining estimated useful life of the asset. Fair value is determined by discounted future cash flows, appraisals or other methods.





*Fair Value of Financial Instruments:* The fair value of financial instruments is estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, prepayments, and other factors. Changes in assumptions or market conditions could significantly affect these estimates. The amounts reported in the
            consolidated balance sheets for cash and equivalents, marketable equity securities, receivables, and payables approximate fair value.





*Stock-based Compensation:* The Company accounts for stock-based compensation under the provisions of SFAS No. 123R.  The Company recognizes compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards.





*Income per Common Share:* Income per common share has been computed in accordance with SFAS No. 128, "Earnings per Share." Under SFAS 128, basic income per common share is computed based on net income applicable to common stock divided by the weighted average number of common shares outstanding for the period. Diluted income per common share is computed based on net income applicable to common stock
            divided by the weighted average number of shares of common stock outstanding during the period after giving effect to securities considered to be dilutive common stock equivalents.





*Income Taxes:*  The Company accounts for income taxes under the provisions of SFAS No. 109, "Accounting for Income Taxes." Accordingly, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates. Changes in deferred income tax assets and liabilities that are
            associated with components of other comprehensive income, primarily unrealized investment gains, are charged or credited directly to other comprehensive income. Otherwise, changes in deferred income tax assets and liabilities are included as a component of income tax expense. The Company files separate United States, United Kingdom and Singapore income tax returns.


13
 **


*Research and Development Costs:* Research and development costs are expensed as incurred and totaled $162 and $126 for the three month periods ended February 28, 2007 and 2006, respectively.  Research and development costs totaled $289 and $241 for the six month periods ended February 28, 2007 and 2006, respectively.  Research and development expense is recorded in the
            Company’s Ultraviolet Technologies segment.





*Warrants Issued With Convertible Debt:* The Company has issued and anticipates issuing warrants along with debt and equity instruments to third parties. These issuances are recorded based on the fair value of these instruments. Warrants and equity instruments require valuation using the Black-Scholes model and other techniques, as applicable, and consideration of various assumptions including but
            not limited to the volatility of the Company’s stock, risk free rates and the expected lives of these equity instruments.





Debt and equity issuances may have features which allow the holder to convert at beneficial conversion terms, which are then measured using similar valuation techniques and amortized to interest expense in the case of debt or recorded as dividends in the case of preferred stock instruments.  No issuances have beneficial conversion terms as of February 28, 2007.





*Self Insurance:* The Company’s holding company and various subsidiaries have elected to act as a self-insurer for certain costs related to employee health programs. Costs resulting from non-insured losses are estimated and charged to income when incurred. The Company has purchased insurance which limits its annual exposure for individual claims to $70 and which limits its aggregate annual
            exposure to approximately $1,741.





The Company’s PSM subsidiary maintains a loss-sensitive worksite employees’ health and accident benefit program. Under the insurance policy, PSM’s self-funded liability is limited to $180 per employee, with an aggregate liability limit of approximately $13,410. The aggregate liability limits are adjusted monthly, based on the number of participants.





*Workers’ Compensation:* The Company’s PSM and CSM subsidiaries maintain partially self-funded workers’ compensation insurance programs. Under the insurance policies established at each company, PSM and CSM’s deductible liability is limited to $250 per incident, with an aggregate liability limit of approximately $1,100.








**NOTE 2 - ACQUISITIONS AND PRO FORMA RESULTS**





**Acquisitions**





The Company acquired all membership units of Precision Employee Management and acquired certain assets and assumed certain liabilities through a unit purchase agreement entered into as of February 1, 2007 by and among Precision, an Arizona company, Tom Lickliter, Larry Bailliere, Charmaine Hayes, the Company, Carter Fortune and John Fisbeck. The Company’s acquisition of Precision enabled the Company
            to expand its geographic presence in the professional employment organization (“PEO”) marketplace. The purchase price of $2,376 includes cash paid by the Company of $1,100 and issuance of 305,883 shares of the Company’s common stock valued at the closing price of the Company’s stock on the date of purchase at $4.17 per
            share.





The following is a condensed balance sheet disclosing the amount assigned to each major asset and liability caption of Precision at the acquisition date:





AssetsCash

                            

                            $

                            381Accounts receivable

                            

                            

                            51Prepaids and other current assets

                            

                            

                            15Property, plant and equipment, net

                            

                            

                            35Goodwill

                            

                            

                            1,539Intangible assets

                            

                            

                            770Total Assets

                            

                            

                            2,791LiabilitiesAccounts payable

                            

                            

                            15Accrued expenses and other liabilities

                            

                            

                            359Debt

                            

                            

                            41Total Liabilities

                            

                            

                            415Net Assets

                            

                            $

                            2,376Cash consideration

                            

                            $

                            1,100Fair value of common stock consideration

                            

                            

                            1,276$

                            2,376





14
 **




Subsequent to February 28, 2007, the Company acquired Employer Solutions Group, Inc. as disclosed in Note 14, ‘Subsequent Events’.





**Pro Forma Results**





The following unaudited pro forma data summarize the results of operations for the periods indicated as if the Precision acquisition described above and the AVR acquisition that was described in the Company’s prior periodic filings had been completed as of the beginning of the periods presented.  The pro forma data give effect to actual operating results prior to the acquisitions and
            adjustments to interest expense and income taxes.  No effect has been given to cost reductions or operating synergies in this presentation.  These pro forma amounts do not purport to be indicative of the results that would have actually been achieved if the acquisition had occurred as of the beginning of the periods presented or that may be achieved in the future.





Three Month Period Ended

                            

                            

                            Six Month Period EndedFebruary 28,

                            

                            

                            February 28,

                            

                            

                            February 28,

                            

                            

                            February 28,2007

                            

                            

                            2006

                            

                            

                            2007

                            

                            

                            2006(Unaudited)

                            

                            

                            (Unaudited)

                            

                            

                            (Unaudited)

                            

                            

                            (Unaudited)Net revenue

                            

                            $

                            33,835

                            

                            

                            $

                            33,888

                            

                            

                            $

                            76,115

                            

                            

                            $

                            73,681Operating income (loss)

                            

                            $

                            (6,219

                            )

                            

                            $

                            924

                            

                            

                            $

                            (4,549

                            )

                            

                            $

                            2,299Net income (loss) available to common shareholders

                            

                            $

                            (7,728

                            )

                            

                            $

                            325

                            

                            

                            $

                            (6,975

                            )

                            

                            $

                            1,217Basic income (loss) per common share

                            

                            $

                            (0.73

                            )

                            

                            $

                            0.03

                            

                            

                            $

                            (0.66

                            )

                            

                            $

                            0.12Diluted income (loss) per common share

                            

                            $

                            (0.63

                            )

                            

                            $

                            0.03

                            

                            

                            $

                            (0.57

                            )

                            

                            $

                            0.11








**NOTE 3 - INVESTMENTS IN MARKETABLE EQUITY SECURITIES**





The amortized cost and approximate fair values of marketable equity securities held are summarized as follows:





February 28,

                            

                            

                            August 31,
                                    2006
                                    (Audited)2007(Unaudited,
                                    Restated)Amortized cost

                            

                            $

                            153

                            

                            

                            $

                            1,297Net unrealized gain (loss)

                            

                            

                            23

                            

                            

                            

                            (16

                            )Estimated fair value

                            

                            $

                            176

                            

                            

                            $

                            1,281





The net tax effect of the unrealized gain (loss) after consideration of the valuation allowance is insignificant and is not included in deferred tax asset or accumulated other comprehensive income.  There were no realized gains or losses from the sale of marketable equity securities for the three month period ended February 28, 2007.  There was $5 of realized gains from the sale of
            marketable securities for the three month period ended February 28, 2006.  There was $17 and $5 of realized gains from the sale of marketable equity securities for the six month period ended February 28, 2007 and 2006, respectively.




15
 **


**NOTE 4 - ACCOUNTS RECEIVABLE AND CONTRACTS RECEIVABLE**





Accounts receivable and contracts receivable are summarized as follows:





February 28,

                            

                            

                            August 31,2007

                            

                            

                            2006(Unaudited)

                            

                            

                            (Audited)Amounts currently due

                            

                            $

                            11,542

                            

                            

                            $

                            13,856Contracts in processProgress billing

                            

                            

                            7,940

                            

                            

                            

                            11,683Retainages

                            

                            

                            1,381

                            

                            

                            

                            1,60620,863

                            

                            

                            

                            27,145Less allowance for doubtful accounts and sales returns

                            

                            

                            (1,837

                            )

                            

                            

                            (1,414

                            )$

                            19,026

                            

                            

                            $

                            25,731Long-term accounts receivable

                            

                            $

                            731

                            

                            

                            $

                            1,276








**NOTE 5 – CONTRACTS IN PROGRESS**





Information related to contracts in progress is summarized as follows:




February 28,

                                            

                                            

                                            August 31,2007

                                            

                                            

                                            2006(Unaudited)

                                            

                                            

                                            (Audited)Costs incurred on uncompleted contracts

                                            

                                            $

                                            34,704

                                            

                                            

                                            $

                                            36,700Estimated earnings recognized to date on uncompleted contracts

                                            

                                            

                                            7,215

                                            

                                            

                                            

                                            7,41641,919

                                            

                                            

                                            

                                            44,116Less billings on uncompleted contracts

                                            

                                            

                                            (42,139

                                            )

                                            

                                            

                                            (41,584

                                            )$

                                            (220

                                            )

                                            

                                            $

                                            2,532


The net amount is included in the accompanying consolidated balance sheets under the following captions:




February 28,

                                                    

                                                    

                                                    August 31,2007

                                                    

                                                    

                                                    2006(Unaudited)

                                                    

                                                    

                                                    (Audited)Costs and estimated earnings in excess of billings on uncompleted contracts

                                                    

                                                    $

                                                    2,207

                                                    

                                                    

                                                    $

                                                    4,500Billings in excess of costs and estimated earnings on uncompleted contracts

                                                    

                                                    

                                                    2,427

                                                    

                                                    

                                                    

                                                    1,968$

                                                    (220

                                                    )

                                                    

                                                    $

                                                    2,532




16
 **


**NOTE 6 - PROPERTY, PLANT AND EQUIPMENT**





Property, plant and equipment, including capital leases, are comprised of the following:





February 28,

                            

                            

                            August 31,2007

                            

                            

                            2006(Unaudited)

                            

                            

                            (Audited)Land

                            

                            $

                            1,496

                            

                            

                            $

                            351Building

                            

                            

                            7,709

                            

                            

                            

                            1,540Machinery and equipment

                            

                            

                            6,942

                            

                            

                            

                            6,934Research equipment

                            

                            

                            400

                            

                            

                            

                            389Office equipment

                            

                            

                            4,563

                            

                            

                            

                            4,857Vehicles

                            

                            

                            3,676

                            

                            

                            

                            3,633Leasehold improvements

                            

                            

                            338

                            

                            

                            

                            31625,124

                            

                            

                            

                            18,020Less accumulated depreciation

                            

                            

                            (12,782

                            )

                            

                            

                            (11,697

                            )$

                            12,342

                            

                            

                            $

                            6,323





The provision for depreciation amounted to $617 and $378 for the three month periods ended February 28, 2007 and 2006, respectively.  The provision for depreciation amounted to $1,127 and $704 for the six month periods ended February 28, 2007 and 2006, respectively.  A total of $6,724 net of $546 of accumulated amortization is included in the property, plant and equipment at February 28,
            2007 related to a consolidated variable interest entity.  A loss on disposal of assets totaling $411 was recorded for the three month period ended February 28, 2007 related to various office equipment disposals.








**NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS**





The changes in the carrying amount of goodwill, as recorded under SFAS 142, are summarized as follows:





Wireless

                                    Infrastructure

                                

                                

                                Business Solutions

                                

                                

                                Transportation Infrastructure

                                

                                

                                Ultraviolet Technologies

                                

                                

                                Electronics Integration

                                

                                

                                Segment TotalsGoodwill at August 31, 2006

                                

                                $

                                1,497

                                

                                

                                $

                                4,153

                                

                                

                                $

                                152

                                

                                

                                $

                                4,694

                                

                                

                                $

                                1,488

                                

                                

                                $

                                11,984Goodwill acquired

                                

                                

                                -

                                

                                

                                

                                1,540

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                1,540Goodwill adjustment

                                

                                

                                (1,497

                                )

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                (212

                                )

                                

                                

                                (1,709

                                )Goodwill at February 28, 2007 (unaudited)

                                

                                $

                                -

                                

                                

                                $

                                5,693

                                

                                

                                $

                                152

                                

                                

                                $

                                4,694

                                

                                

                                $

                                1,276

                                

                                

                                $

                                11,815





The total amount of goodwill that is deductible for tax purposes is $1,276 and $1,969 at February 28, 2006 and August 31, 2006, respectively.  The Company recognized impairment on certain goodwill in its Wireless Infrastructure segment of $1.5 million and its Electronics Integration segment of $0.2 million.





The following table sets forth the gross carrying amount and accumulated amortization of the Company's other intangible assets:


17
 **





February 28, 2007

                                (Unaudited)Gross

                                Carrying

                                Amount

                            

                            

                            Accumulated

                                Amortization

                            

                            

                            Net Book

                                Value

                            

                            

                            Weighted Average

                                Amortization

                                Period (in years)Customer relationships

                            

                            $

                            3,584

                            

                            

                            $

                            801

                            

                            

                            $

                            2,783

                            

                            

                            

                            10Non-compete

                            

                            

                            200

                            

                            

                            

                            48

                            

                            

                            

                            152

                            

                            

                            

                            10Non-compete

                            

                            

                            1,485

                            

                            

                            

                            595

                            

                            

                            

                            890

                            

                            

                            

                            5Total

                            

                            

                            5,269

                            

                            

                            

                            1,444

                            

                            

                            

                            3,825

                            

                            

                            

                            8Tradename (not subject to amortization)

                            

                            

                            590

                            

                            

                            

                            -

                            

                            

                            

                            590Total

                            

                            $

                            5,859

                            

                            

                            $

                            1,444

                            

                            

                            $

                            4,415








August 31, 2006

                                (Audited)Gross

                                Carrying

                                Amount

                            

                            

                            Accumulated

                                Amortization

                            

                            

                            Net Book

                                Value

                            

                            

                            Weighted Average

                                Amortization

                                Period (in years)Customer relationships

                            

                            $

                            3,342

                            

                            

                            $

                            675

                            

                            

                            $

                            2,667

                            

                            

                            

                            10Non-compete

                            

                            

                            200

                            

                            

                            

                            38

                            

                            

                            

                            162

                            

                            

                            

                            10Non-compete

                            

                            

                            1,229

                            

                            

                            

                            468

                            

                            

                            

                            761

                            

                            

                            

                            5Non-compete

                            

                            

                            200

                            

                            

                            

                            81

                            

                            

                            

                            119

                            

                            

                            

                            3Total

                            

                            

                            4,971

                            

                            

                            

                            1,262

                            

                            

                            

                            3,709

                            

                            

                            

                            8Tradename (not subject to amortization)

                            

                            

                            590

                            

                            

                            

                            -

                            

                            

                            

                            590Total

                            

                            $

                            5,561

                            

                            

                            $

                            1,262

                            

                            

                            $

                            4,299





Intangible asset amortization expense is $467 and $165 for the three month periods ended February 28, 2007 and 2006, respectively, which includes $277 and $4 of amortization related to loan origination fees, respectively.  Intangible asset amortization expense is $675 and $320 for the six month periods ended February 28, 2007 and 2006, respectively, which includes $339 and $18 of amortization
            related to loan origination fees, respectively.  The Company recognized impairment on certain intangible assets in its Wireless Infrastructure segment of $0.3 million. Management determined the assets were impaired based upon changes in management and evaluations of customer contracts resulting from incurred losses.





Amortization expense on intangible assets currently owned by the Company at February 28, 2007 for each of the next five fiscal years is as follows:





2007

                            

                            $

                            3382008

                            

                            

                            6822009

                            

                            

                            8172010

                            

                            

                            3782011

                            

                            

                            3782012 and thereafter

                            

                            

                            1,232Total

                            

                            $

                            3,825




18
 **


**NOTE 8 - DEBT ARRANGEMENTS**





The Company’s debt liabilities consisted of the following:




February 28,

                                                                                                    

                                                                                                    

                                                                                                    August 31,
                                                                                                            2006
                                                                                                            (Audited)2007(Unaudited, Restated)Notes payable:Revolving line of credit promissory note due August 31, 2008. Interest at LIBOR plus 1.75% or 1.50% upon achievement of certain financial performance criteria.  The loan is secured by the business assets of the Company.

                                                                                                    

                                                                                                    $

                                                                                                    5,911

                                                                                                    

                                                                                                    

                                                                                                    $

                                                                                                    3,330Term loan due in monthly installments of $167 plus interest at LIBOR plus 1.75% or 1.50% upon achievement of certain financial performance criteria through maturity date, August 31, 2011.  The loan is secured by the business assets of the Company and personal guarantees of the Company’s two
                                                                                                            majority shareholders (the Chairman of the Board and the CEO of the Company).

                                                                                                    

                                                                                                    

                                                                                                    19,167

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    20,000Various term notes due in monthly installments of $6, including interest at ranges from 4.9% to 9.03% through April 2010. The loans are secured by vehicles and equipment.

                                                                                                    

                                                                                                    

                                                                                                    198

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    173Convertible Term Note:Convertible term note due in monthly installments of $227 plus interest at the Prime Rate plus 3.0% (subject to adjustments as described below) through maturity date, November 30, 2008.  The loan is guaranteed by the Company’s two majority shareholders.

                                                                                                    

                                                                                                    

                                                                                                    6,586

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    7,500Debt with shareholder:Term note due in monthly installments of $3 including interest at 4.0% through September 2008.  The loan is secured by vehicles and equipment.

                                                                                                    

                                                                                                    

                                                                                                    45

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    63Variable Interest EntityRevolving line of credit promissory note due May 31, 2007. Interest at LIBOR plus 1.6%.  The loan is secured by real estate and personal guarantees of the Company’s two majority shareholders.

                                                                                                    

                                                                                                    

                                                                                                    2,200

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    -Various term loans due in monthly installments totaling $44 plus interest at ranges from LIBOR plus 1.5% to LIBOR plus 1.6%.  The loans mature at dates ranging from February 2009 through April 2011. The notes are secured by real estate and personal guarantees of the Company’s two majority
                                                                                                            shareholders.

                                                                                                    

                                                                                                    

                                                                                                    5,314

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    -Capital leases:Various notes due in monthly installments of $5 including interest at ranges from 2.3% to 11.6% through June 2010. The loans are secured by computers and equipment.

                                                                                                    

                                                                                                    

                                                                                                    55

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    101Total debt

                                                                                                    

                                                                                                    

                                                                                                    39,476

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    31,167Less current maturities

                                                                                                    

                                                                                                    

                                                                                                    (29,771

                                                                                                    )

                                                                                                    

                                                                                                    

                                                                                                    (3,488

                                                                                                    )Long-term portion of outstanding debt

                                                                                                    

                                                                                                    $

                                                                                                    9,705

                                                                                                    

                                                                                                    

                                                                                                    $

                                                                                                    27,679


19
 **
  Fiscal year principal payments due on long-term debt outstanding (including convertible term note) at February 28, 2007 are approximately as follows:





2007

                                

                                $

                                28,9682008

                                

                                

                                3,3442009

                                

                                

                                6,3302010

                                

                                

                                5472011

                                

                                

                                287$

                                39,476





*Credit Facility Loan and Security Agreement*





The Company maintains a $35,000 credit facility with Fifth Third Bank.  The facility includes a $20,000 term loan evidenced by a term loan note, which matures on August 31, 2011 and a $15,000 revolving line of credit promissory note, which matures on August 31, 2008. Availability under the revolving line of credit is the lesser of $15,000 or the borrowing base amount, which is calculated monthly
            as a percentage of the Company's eligible assets. Interest is charged on the loans at LIBOR plus 1.75%, which may be reduced to LIBOR plus 1.5% if the Company meets certain performance criteria.  The loans are secured by assets of the Company and the term loan is additionally secured by personal guarantees of the Company’s two majority shareholders (the Chairman of the Board of Directors and CEO).  The line of credit is secured by assets of the
            Company.  Outstanding borrowings on the line of credit amounted to $5,911 and $3,330 at February 28, 2007 and August 31, 2006, respectively.  Total unused borrowings under the line of credit amounted to $9,089 and $11,670 at February 28, 2007 and August 31, 2006, respectively.





Covenant terms of the Company’s loan agreement require the maintenance of certain ratios including debt (not including subordinated debt) to EBITDA and fixed charge coverage.  Additionally, the Company must maintain $1,000 in tangible net worth and the personal guarantor (the Company’s Chairman of the Board) of the agreement must meet certain liquidity tests.





As of February 28, 2007, the Company was not in compliance with certain covenants.  The Company is currently in discussions with its bank to obtain a waiver related to these covenant violations.  Under terms of the Agreement, the bank may call the loan if the Company is in violation of any restrictive covenants.  In the absence of waivers from the bank and in accordance with
            FAS 78, the Company reclassified the related notes payable as current debt.  This reclassification totaled $23,078 as of February 28, 2007.





*Revolving Line of Credit – Variable Interest Entity*





The VIE maintains a $2,200 revolving line of credit with Fifth Third Bank that matures on May 31, 2007. Interest is charged on the revolving line of credit at LIBOR plus 1.60%. The loan is secured by real estate assets and by personal guarantees of the Company’s two majority shareholders (the Chairman of the Board and the CEO of the Company).   Outstanding borrowings amounted to $2,200
            at February 28, 2007.





*Convertible Term Note*





The Company maintains a convertible term note (the “Note”) payable to an unrelated party, Laurus Master Fund, Ltd. (“Laurus”), in the principal amount of $7,500.  The Note matures on November 26, 2008 and is convertible into the Company’s common stock at an exercise price of $5.50 per share subject to certain adjustments contained in the Note.  Principal
            payments of $227 are payable monthly.  Interest is payable monthly in arrears at prime plus 3.0% subject to a floor of 9.5%, subject to various adjustments described in the Note.  The Note is unsecured by the Company, but guaranteed by the Company’s two majority shareholders.  The Company has registered the shares of common stock underlying the Note.





Subject to the terms of the Note, the monthly principal and interest payments are payable in shares of the Company’s common stock if certain criteria are met as stated in the Note including that the average closing price of the Company’s common stock as reported by Bloomberg, L.P. for the five trading days immediately preceding the repayment date is greater than or equal to 109% of the
            conversion price of the Note, set in the Note at $5.50 per share (based upon the conversion price of $5.50, the average closing price required would be $6.00).  If the criteria are not met, the Company must pay that portion or all of the monthly principal payment in cash at a rate of 102% of the respective monthly amortization amounts.  The Company also has the option to postpone payment of any 12 principal payments due.  As of February 28, 2007, the
            Company has postponed eight of the monthly principal payments.  These deferred principal amounts will be due and payable, at the Company’s option, on any subsequent payment date or on the maturity date of the Note.


20
 **


Laurus also has the option to convert all or a portion of the amount owed under the Note into shares of the Company’s common stock at any time, at an initial fixed conversion price of $5.50 per share, subject to various limitations and adjustment described in the Note.  The Note is currently convertible into 1,197,521 shares of the Company’s common stock, excluding the conversion of
            any accrued interest.





**NOTE 9 - INCOME TAXES**





The reconciliation for 2007 and 2006 of income tax expense (benefit) computed at the U.S. Federal statutory tax rate to the Company's effective income rate is as follows:





February 28,

                            

                            

                            August 31,2007

                            

                            

                            2006(Unaudited)

                            

                            

                            (Audited)Tax at U.S. Federal statutory rate

                            

                            

                            (34.0

                            )%

                            

                            

                            34.0

                            %State and local taxes, net of federal benefit

                            

                            

                            (5.6

                            )

                            

                            

                            5.6Other

                            

                            

                            -

                            

                            

                            

                            -Change in valuation allowance

                            

                            

                            39.6

                            

                            

                            

                            (78.6

                            )0.0

                            %

                            

                            

                            (39.0

                            )%





Significant components of the provision for income tax expense (benefit) from continuing operations are as follows:





February 28,

                                                            

                                                            

                                                            August 31,2007

                                                            

                                                            

                                                            2006(Unaudited)

                                                            

                                                            

                                                            (Audited)Current:Federal

                                                            

                                                            $

                                                            (2,237

                                                            )

                                                            

                                                            $

                                                            755State

                                                            

                                                            

                                                            (368

                                                            )

                                                            

                                                            

                                                            124(2,605

                                                            )

                                                            

                                                            

                                                            879Deferred:Federal

                                                            

                                                            

                                                            477

                                                            

                                                            

                                                            

                                                            (328

                                                            )State

                                                            

                                                            

                                                            78

                                                            

                                                            

                                                            

                                                            (54

                                                            )555

                                                            

                                                            

                                                            

                                                            (382

                                                            )Change in valuation allowance

                                                            

                                                            

                                                            2,169

                                                            

                                                            

                                                            

                                                            (920

                                                            )Net income tax (benefit)

                                                            

                                                            $

                                                            119

                                                            

                                                            

                                                            $

                                                            (423

                                                            )





Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. The significant components of the Company's deferred tax asset are as follows:





February 28,

                            

                            

                            August 31,2007

                            

                            

                            2006(Unaudited)

                            

                            

                            (Audited)Deferred Tax Assets:Current:Allowances for doubtful accounts and inventory

                            

                            $

                            840

                            

                            

                            $

                            596Accrued liabilities and other

                            

                            

                            767

                            

                            

                            

                            900Noncurrent:Amortization of covenants

                            

                            

                            303

                            

                            

                            

                            (84

                            )Depreciation

                            

                            

                            (176

                            )

                            

                            

                            (233

                            )Net operating losses and other carryforwards

                            

                            

                            4,081

                            

                            

                            

                            2,4675,815

                            

                            

                            

                            3,646Valuation allowance

                            

                            

                            (4,280

                            )

                            

                            

                            (2,111

                            )$

                            1,535

                            

                            

                            $

                            1,535


21
 **
  SFAS 109 requires a valuation allowance to reduce the deferred tax assets reported if, at February 28, 2007, the Company had federal tax operating loss based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  After consideration of all the evidence, both positive and negative, management has determined that a $4,280
            valuation allowance at February 28, 2007 is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The change in the valuation allowance for the current period is $2,169.  At February 28, 2007 the Company has federal net operating loss carryforwards of approximately $11,000 which expire between 2020 and 2027. The state tax operating loss carryforwards are approximately $14,000. The difference between federal and state net
            operating loss carryforwards represents a change in business venue in a prior period.  The Company's capital loss carryforward is approximately $900, which expires in the fiscal year ending August 31, 2007.  The Company also incurred net operating losses related to European operations that can be carried forward indefinitely.





**NOTE 10 - PER SHARE DATA**





The following presents the computation of basic income per common share and diluted income per common share:





Three Month Period Ended

                            

                            

                            Six Month Period EndedFebruary 28,

                            

                            

                            February 28,

                            

                            

                            February 28,

                            

                            

                            February 28,2007

                            

                            

                            2006

                            

                            

                            2007

                            

                            

                            2006(Unaudited)

                            

                            

                            (Unaudited)

                            

                            

                            (Unaudited)

                            

                            

                            (Unaudited)Net Income (Loss) Available to Common Shareholders

                            

                            $

                            (7,755

                            )

                            

                            $

                            316

                            

                            

                            $

                            (7,029

                            )

                            

                            $

                            1,163Basic Income (Loss) Per Common Share

                            

                            $

                            (0.73

                            )

                            

                            $

                            0.03

                            

                            

                            $

                            (0.66

                            )

                            

                            $

                            0.11Basic weighted average number of common shares outstanding

                            

                            

                            10,628,219

                            

                            

                            

                            10,559,843

                            

                            

                            

                            10,576,185

                            

                            

                            

                            10,559,843Diluted Income Per Common Share:

                            

                            $

                            (0.63

                            )

                            

                            $

                            0.03

                            

                            

                            $

                            (0.57

                            )

                            

                            $

                            0.10Diluted weighted average number of common shares outstanding

                            

                            

                            12,281,760

                            

                            

                            

                            12,067,814

                            

                            

                            

                            12,240,371

                            

                            

                            

                            11,472,267





At February 28, 2007, diluted shares represent 15,000 shares of common stock that could potentially be issued under the terms of restricted share unit agreements entered into as part of the Company’s Employee Stock Plan, 1,197,521 shares that could be issued pursuant to the Laurus convertible term note and 301,090 shares that underlie the outstanding warrants and stock compensation.





**NOTE 11 - RELATED PARTY TRANSACTIONS**





The following is a summary of related party amounts included in the consolidated financial statements at February 28, 2007 and 2006, respectively.





The Company maintains a note receivable with a subsidiary employee in connection with the acquisition of the subsidiary.  The note balance of $300 is secured by restricted stock and expires March 31, 2008.





The Company maintains an installment note payable for equipment and vehicle purchases by a shareholder.  The loan balance of $45 is secured by the assets and expires no later than September 1, 2008.  Interest expense is insignificant.


22
 **


The Company had borrowings under a long-term unsecured line of credit with the Company’s majority shareholder that was canceled and converted to preferred stock on November 30, 2005. Interest expense on the line of credit of $115 was recognized for the six month periods ended February 28, 2006.





**Other Related Party Transactions**





**Shareholder Put / Call Agreements**





As part of the merger agreements with PSM, the 1,350,000 shares of the Company’s common stock held by Harlan Schafir and certain PSM employees were subject to various option agreements that gave Mr. Schafir and the PSM employees the option to put any or all of the Company’s Stock received by them to a group of individuals including the Company’s majority shareholder or to the Company,
            according to the terms of these option agreements. The put price was dependent on PSM’s cumulative operating performance from October 1, 2003 through September 30, 2006. The total value of the puts was approximately $8,500 as the shares achieved their maximum put value. During the Company’s first fiscal quarter Mr. Schafir and the PSM employees exercised their put sale rights and sold all of their Company shares to Carter Fortune and John Fisbeck. 1,250,000 of the shares
            were priced at $6.00 per share and 100,000 of the shares were priced at $10.00 per share.





As part of the merger agreements with NorCote, the approximately 899,000 shares of the Company’s common stock held by Norman Wolcott, Jr. and the “Wolcott Trusts” were subject to various option agreements.  The agreements gave the holders the option to put some or all of the Company’s Stock received by them to the Company’s majority shareholder and the Company’s
            majority shareholder the option to call some or all of the Company’s Stock.  The put / call price was dependent on NorCote’s cumulative operating performance from July 1, 2003 through June 30, 2006.  The total value of the puts was approximately $2,742 .  On March 2, 2007 Mr. Fortune exercised his call rights from Mr. Wolcott and the Wolcott Trusts and pursuant to a related agreement Mr. Fisbeck purchased one-half of the shares. The
            approximately 899,000 shares were priced at $3.05 per share.





As part of the merger agreements with Magtech, the 28,450 shares of the Company’s common stock held by MGTS Corp. (“MGTS”) were subject to various option rights that gave MGTS the option to put any or all of the Company’s Stock received by them to the Company’s majority shareholder, according to the terms of the Magtech purchase agreement. The put price was dependent
                on Magtech’s cumulative operating performance from November 1, 2004 through October 31, 2006. The total value of the puts was approximately $250. On March 2, 2007 MGTS exercised their put sale rights and sold all of their Company shares to Carter Fortune and John Fisbeck. The 28,450 shares were priced at $10.00 per share.





**Guarantees**





A significant portion of the Company’s debt and surety bonds are personally guaranteed by the Company’s Chairman of the Board and Chief Executive Officer.




**NOTE 12 – VARIABLE INTEREST ENTITY**





In December 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46R, Consolidation of Variable Interest Entities ("FIN 46R"). FIN 46R requires a variable interest entity to be consolidated by a company, if that company is subject to a majority of the risk of loss from the variable interest entity's activities or is entitled to receive a majority of the entity's
            residual returns, or both. FIN 46R also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest.





The Company leases a total of six facilities from a consolidated variable interest entity, a related-party referenced earlier whose primary purpose is to own and lease these properties to the Company. The VIE has ownership of 384,500 shares of the Company’s stock and is wholly-owned by the Company’s Chairman of the Board and its Chief Executive
            Officer.  The VIE does not have any other significant assets.  Although the Company does not have direct ownership interests in the VIE, it is considered the primary beneficiary as interpreted by FIN 46R due to implicit interests generated from personal guarantees from the Company’s majority shareholders on certain debt instruments and leasing arrangements of the VIE.





The real estate owned by the VIE consists of land, buildings and building improvements, which were subject to mortgages under which the lender has no recourse to the Company.  The non-cash consolidation of the assets and liabilities of the variable interest entity at February 28, 2007, consisted of the following:


23
 **




**Assets**Cash

                                

                                $

                                112Property and equipment

                                

                                

                                6,724Other assets

                                

                                

                                4$

                                6,840**Liabilities and Members Equity**Line of credit

                                

                                $

                                2,200Current maturities of long-term debt

                                

                                

                                543Accounts payable and accrued expenses

                                

                                

                                159Long-term debt, net of current maturities

                                

                                

                                4,7717,673Members equity

                                

                                

                                705Less: Treasury Stock

                                

                                

                                (1,538

                                )(833

                                )$

                                6,840





For the three month period ended February 28, 2007, the consolidation of the VIE included income of $124 comprised of $358 in rental income, offset by a $142 charge to interest expense, a $50 charge to depreciation expense, and $42 in administrative and other miscellaneous expenses.  For the six month period ended February 28, 2007, the consolidation of the VIE included income of $163 comprised of
            $584 in rental income, offset by a $280 charge to interest expense, a $99 charge to depreciation expense, and $42 in administrative and other miscellaneous expenses.





**NOTE 13 - SEGMENT INFORMATION**





The Company’s reportable business segments are organized in a manner that reflects how management reviews and evaluates those business activities.  Certain businesses have been grouped together for segment reporting based upon similar products or product lines, marketing, sales and distribution characteristics.





The operations of the Company are organized into the following segments; Wireless Infrastructure, Business Solutions, Transportation Infrastructure, Ultraviolet Technologies and Electronics Integration.  The Holding Company is comprised of the corporate entity.  These business segments are consistent with the Company’s management of these businesses and its financial reporting
            structure.  Financial results by segment are as follows:




Wireless

                                

                                

                                Business

                                

                                

                                Transportation

                                

                                

                                Ultraviolet

                                

                                

                                Electronics

                                

                                

                                OperatingInfrastructure

                                

                                

                                Solutions (1)

                                

                                

                                Infrastructure

                                

                                

                                Technologies

                                

                                

                                Integration

                                

                                

                                Total3-Months Ended February 28, 2007Revenue

                                

                                $

                                4,694

                                

                                

                                $

                                13,462

                                

                                

                                $

                                7,885

                                

                                

                                $

                                2,913

                                

                                

                                $

                                3,284

                                

                                

                                $

                                32,238Cost of revenue

                                

                                

                                4,717

                                

                                

                                

                                11,197

                                

                                

                                

                                6,689

                                

                                

                                

                                1,838

                                

                                

                                

                                3,269

                                

                                

                                

                                27,710Gross profit

                                

                                

                                (23

                                )

                                

                                

                                2,265

                                

                                

                                

                                1,196

                                

                                

                                

                                1,075

                                

                                

                                

                                15

                                

                                

                                

                                4,528Operating expensesSelling, general and administrative

                                

                                

                                2,323

                                

                                

                                

                                1,808

                                

                                

                                

                                733

                                

                                

                                

                                1,066

                                

                                

                                

                                731

                                

                                

                                

                                6,661Depreciation and amortization

                                

                                

                                183

                                

                                

                                

                                175

                                

                                

                                

                                145

                                

                                

                                

                                108

                                

                                

                                

                                57

                                

                                

                                

                                668Impairment

                                

                                

                                1,815

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                212

                                

                                

                                

                                2,027Total operating expenses

                                

                                

                                4,321

                                

                                

                                

                                1,983

                                

                                

                                

                                878

                                

                                

                                

                                1,174

                                

                                

                                

                                1,000

                                

                                

                                

                                9,356Segment operating income (loss)

                                

                                $

                                (4,344

                                )

                                

                                $

                                282

                                

                                

                                $

                                318

                                

                                

                                $

                                (99

                                )

                                

                                $

                                (985

                                )

                                

                                $

                                (4,828

                                )


24
 **


Holding

                                

                                

                                Consolidated

                                

                                

                                VIE

                                

                                

                                SegmentCompany

                                

                                

                                VIE

                                

                                

                                Elimination

                                

                                

                                Totals3-Months Ended February 28, 2007 (continued)Revenue

                                

                                $

                                -

                                

                                

                                $

                                358

                                

                                

                                $

                                (357

                                )

                                

                                $

                                32,239Cost of revenue

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                27,710Gross profit (loss)

                                

                                

                                -

                                

                                

                                

                                358

                                

                                

                                

                                (357

                                )

                                

                                

                                4,529Operating expensesSelling, general and administrative

                                

                                

                                1,335

                                

                                

                                

                                43

                                

                                

                                

                                (357

                                )

                                

                                

                                7,682Depreciation and amortization

                                

                                

                                367

                                

                                

                                

                                49

                                

                                

                                

                                -

                                

                                

                                

                                1,084Impairment

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                2,027Total operating expenses

                                

                                

                                1,702

                                

                                

                                

                                92

                                

                                

                                

                                (357

                                )

                                

                                

                                10,793Segment operating income (loss)

                                

                                $

                                (1,702

                                )

                                

                                $

                                266

                                

                                

                                $

                                -

                                

                                

                                $

                                (6,264

                                )
  (1) Gross billings of $106,493 less worksite employee payroll costs of $93,031.


Wireless

                                    

                                    

                                    Business

                                    

                                    

                                    Transportation

                                    

                                    

                                    Ultraviolet

                                    

                                    

                                    Electronics

                                    

                                    

                                    OperatingInfrastructure

                                    

                                    

                                    Solutions (1)

                                    

                                    

                                    Infrastructure

                                    

                                    

                                    Technologies

                                    

                                    

                                    Integration

                                    

                                    

                                    Total3-Months Ended February 28, 2006 (restated)Revenue

                                    

                                    $

                                    5,762

                                    

                                    

                                    $

                                    11,325

                                    

                                    

                                    $

                                    9,625

                                    

                                    

                                    $

                                    2,882

                                    

                                    

                                    $

                                    3,762

                                    

                                    

                                    $

                                    33,356Cost of revenue

                                    

                                    

                                    4,049

                                    

                                    

                                    

                                    8,155

                                    

                                    

                                    

                                    8,908

                                    

                                    

                                    

                                    1,816

                                    

                                    

                                    

                                    2,894

                                    

                                    

                                    

                                    25,822Gross profit

                                    

                                    

                                    1,713

                                    

                                    

                                    

                                    3,170

                                    

                                    

                                    

                                    717

                                    

                                    

                                    

                                    1,066

                                    

                                    

                                    

                                    868

                                    

                                    

                                    

                                    7,534Operating expensesSelling, general and administrative

                                    

                                    

                                    1,186

                                    

                                    

                                    

                                    1,654

                                    

                                    

                                    

                                    764

                                    

                                    

                                    

                                    976

                                    

                                    

                                    

                                    509

                                    

                                    

                                    

                                    5,089Depreciation and amortization

                                    

                                    

                                    89

                                    

                                    

                                    

                                    156

                                    

                                    

                                    

                                    104

                                    

                                    

                                    

                                    97

                                    

                                    

                                    

                                    51

                                    

                                    

                                    

                                    497Total operating expenses

                                    

                                    

                                    1,275

                                    

                                    

                                    

                                    1,810

                                    

                                    

                                    

                                    868

                                    

                                    

                                    

                                    1,073

                                    

                                    

                                    

                                    560

                                    

                                    

                                    

                                    5,586Segment operating income (loss)

                                    

                                    $

                                    438

                                    

                                    

                                    $

                                    1,360

                                    

                                    

                                    $

                                    (151

                                    )

                                    

                                    $

                                    (7

                                    )

                                    

                                    $

                                    308

                                    

                                    

                                    $

                                    1,948






Holding

                                    

                                    

                                    Consolidated

                                    

                                    

                                    VIE

                                    

                                    

                                    SegmentCompany

                                    

                                    

                                    VIE

                                    

                                    

                                    Elimination

                                    

                                    

                                    Totals3-Months Ended February 28, 2006 (continued, restated)Revenue

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    33,356Cost of revenue

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    25,822Gross profit

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    7,534Operating expensesSelling, general and administrative

                                    

                                    

                                    993

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    6,082Depreciation and amortization

                                    

                                    

                                    46

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    543Total operating expenses

                                    

                                    

                                    1,039

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    6,625Segment operating income (loss)

                                    

                                    $

                                    (1,039

                                    )

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    909




(1) Gross billings of $77,496 less worksite employee payroll costs of $66,171.




25
 **




Wireless

                                

                                

                                Business

                                

                                

                                Transportation

                                

                                

                                Ultraviolet

                                

                                

                                Electronics

                                

                                

                                OperatingInfrastructure

                                

                                

                                Solutions (1)

                                

                                

                                Infrastructure

                                

                                

                                Technologies

                                

                                

                                Integration

                                

                                

                                Total6-Months Ended February 28, 2007Revenue

                                

                                $

                                13,690

                                

                                

                                $

                                25,092

                                

                                

                                $

                                20,632

                                

                                

                                $

                                5,962

                                

                                

                                $

                                7,541

                                

                                

                                $

                                72,917Cost of revenue

                                

                                

                                11,249

                                

                                

                                

                                20,378

                                

                                

                                

                                17,932

                                

                                

                                

                                3,561

                                

                                

                                

                                6,500

                                

                                

                                

                                59,620Gross profit

                                

                                

                                2,441

                                

                                

                                

                                4,714

                                

                                

                                

                                2,700

                                

                                

                                

                                2,401

                                

                                

                                

                                1,041

                                

                                

                                

                                13,297Operating expensesSelling, general and administrative

                                

                                

                                4,125

                                

                                

                                

                                3,377

                                

                                

                                

                                1,506

                                

                                

                                

                                2,200

                                

                                

                                

                                1,397

                                

                                

                                

                                12,605Depreciation and amortization

                                

                                

                                298

                                

                                

                                

                                317

                                

                                

                                

                                283

                                

                                

                                

                                217

                                

                                

                                

                                80

                                

                                

                                

                                1,195Impairment

                                

                                

                                1,815

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                212

                                

                                

                                

                                2,027Total operating expenses

                                

                                

                                6,238

                                

                                

                                

                                3,694

                                

                                

                                

                                1,789

                                

                                

                                

                                2,417

                                

                                

                                

                                1,689

                                

                                

                                

                                15,827Segment operating income (loss)

                                

                                $

                                (3,797

                                )

                                

                                $

                                1,020

                                

                                

                                $

                                911

                                

                                

                                $

                                (16

                                )

                                

                                $

                                (648

                                )

                                

                                $

                                (2,530

                                )





Holding

                                    

                                    

                                    Consolidated

                                    

                                    

                                    VIE

                                    

                                    

                                    SegmentCompany

                                    

                                    

                                    VIE

                                    

                                    

                                    Elimination

                                    

                                    

                                    Totals6-Months Ended February 28, 2007 (continued)Revenue

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    584

                                    

                                    

                                    $

                                    (578

                                    )

                                    

                                    $

                                    72,923Cost of revenue

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    59,620Gross profit

                                    

                                    

                                    -

                                    

                                    

                                    

                                    584

                                    

                                    

                                    

                                    (578

                                    )

                                    

                                    

                                    13,303Operating expensesSelling, general and administrative

                                    

                                    

                                    2,043

                                    

                                    

                                    

                                    43

                                    

                                    

                                    

                                    (578

                                    )

                                    

                                    

                                    14,113Depreciation and amortization

                                    

                                    

                                    509

                                    

                                    

                                    

                                    98

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    1,802Impairment

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    2,027Total operating expenses

                                    

                                    

                                    2,552

                                    

                                    

                                    

                                    141

                                    

                                    

                                    

                                    (578

                                    )

                                    

                                    

                                    17,942Segment operating income (loss)

                                    

                                    $

                                    (2,552

                                    )

                                    

                                    $

                                    443

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    (4,639

                                    )




(1) Gross billings of $189,410 less worksite employee payroll costs of $164,318.




Wireless

                                    

                                    

                                    Business

                                    

                                    

                                    Transportation

                                    

                                    

                                    Ultraviolet

                                    

                                    

                                    Electronics

                                    

                                    

                                    OperatingInfrastructure

                                    

                                    

                                    Solutions (1)

                                    

                                    

                                    Infrastructure

                                    

                                    

                                    Technologies

                                    

                                    

                                    Integration

                                    

                                    

                                    Total6-Months Ended February 28, 2006 (restated)Revenue

                                    

                                    $

                                    12,586

                                    

                                    

                                    $

                                    21,063

                                    

                                    

                                    $

                                    23,727

                                    

                                    

                                    $

                                    5,579

                                    

                                    

                                    $

                                    6,844

                                    

                                    

                                    $

                                    69,799Cost of revenue

                                    

                                    

                                    9,308

                                    

                                    

                                    

                                    15,386

                                    

                                    

                                    

                                    21,642

                                    

                                    

                                    

                                    3,304

                                    

                                    

                                    

                                    5,387

                                    

                                    

                                    

                                    55,027Gross profit

                                    

                                    

                                    3,278

                                    

                                    

                                    

                                    5,677

                                    

                                    

                                    

                                    2,085

                                    

                                    

                                    

                                    2,275

                                    

                                    

                                    

                                    1,457

                                    

                                    

                                    

                                    14,772Operating expensesSelling, general and administrative

                                    

                                    

                                    2,346

                                    

                                    

                                    

                                    3,035

                                    

                                    

                                    

                                    1,480

                                    

                                    

                                    

                                    2,010

                                    

                                    

                                    

                                    981

                                    

                                    

                                    

                                    9,852Depreciation and amortization

                                    

                                    

                                    158

                                    

                                    

                                    

                                    310

                                    

                                    

                                    

                                    206

                                    

                                    

                                    

                                    190

                                    

                                    

                                    

                                    82

                                    

                                    

                                    

                                    946Total operating expenses

                                    

                                    

                                    2,504

                                    

                                    

                                    

                                    3,345

                                    

                                    

                                    

                                    1,686

                                    

                                    

                                    

                                    2,200

                                    

                                    

                                    

                                    1,063

                                    

                                    

                                    

                                    10,798Segment operating income (loss)

                                    

                                    $

                                    774

                                    

                                    

                                    $

                                    2,332

                                    

                                    

                                    $

                                    399

                                    

                                    

                                    $

                                    75

                                    

                                    

                                    $

                                    394

                                    

                                    

                                    $

                                    3,974




Holding

                                    

                                    

                                    Consolidated

                                    

                                    

                                    VIE

                                    

                                    

                                    SegmentCompany

                                    

                                    

                                    VIE

                                    

                                    

                                    Elimination

                                    

                                    

                                    Totals6-Months Ended February 28, 2006 (continued, restated)Revenue

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    69,799Cost of revenue

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    55,027Gross profit

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    14,772Operating expensesSelling, general and administrative

                                    

                                    

                                    1,687

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    11,539Depreciation and amortization

                                    

                                    

                                    78

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    1,024Total operating expenses

                                    

                                    

                                    1,765

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    12,563Segment operating income (loss)

                                    

                                    $

                                    (1,765

                                    )

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    2,209




(1) Gross billings of $147,946 less worksite employee payroll costs of $126,883.


26
 **




Wireless

                                                                

                                                                

                                                                Business

                                                                

                                                                

                                                                Transportation

                                                                

                                                                

                                                                Ultraviolet

                                                                

                                                                

                                                                Electronics

                                                                

                                                                

                                                                OperatingInfrastructure

                                                                

                                                                

                                                                Solutions

                                                                

                                                                

                                                                Infrastructure

                                                                

                                                                

                                                                Technologies

                                                                

                                                                

                                                                Integration

                                                                

                                                                

                                                                TotalAs of February 28, 2007 (Unaudited)Current AssetsCash and equivalents

                                                                

                                                                $

                                                                86

                                                                

                                                                

                                                                $

                                                                6,802

                                                                

                                                                

                                                                $

                                                                (255

                                                                )

                                                                

                                                                $

                                                                727

                                                                

                                                                

                                                                $

                                                                (114

                                                                )

                                                                

                                                                $

                                                                7,246Restricted cash

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                3,217

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                3,217Marketable equity securities

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                118

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                118Accounts receivable, net

                                                                

                                                                

                                                                7,187

                                                                

                                                                

                                                                

                                                                1,990

                                                                

                                                                

                                                                

                                                                6,271

                                                                

                                                                

                                                                

                                                                1,936

                                                                

                                                                

                                                                

                                                                1,712

                                                                

                                                                

                                                                

                                                                19,096Costs and estimated earnings in excess of billings on uncompleted contracts

                                                                

                                                                

                                                                1,116

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                1,091

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                2,207Inventory, net

                                                                

                                                                

                                                                81

                                                                

                                                                

                                                                

                                                                16

                                                                

                                                                

                                                                

                                                                3,481

                                                                

                                                                

                                                                

                                                                1,794

                                                                

                                                                

                                                                

                                                                1,511

                                                                

                                                                

                                                                

                                                                6,883Deferred tax asset

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                847

                                                                

                                                                

                                                                

                                                                688

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                1,535Prepaid expenses and other current assets

                                                                

                                                                

                                                                159

                                                                

                                                                

                                                                

                                                                177

                                                                

                                                                

                                                                

                                                                289

                                                                

                                                                

                                                                

                                                                286

                                                                

                                                                

                                                                

                                                                50

                                                                

                                                                

                                                                

                                                                961Total Current Assets

                                                                

                                                                

                                                                8,629

                                                                

                                                                

                                                                

                                                                13,167

                                                                

                                                                

                                                                

                                                                11,565

                                                                

                                                                

                                                                

                                                                4,743

                                                                

                                                                

                                                                

                                                                3,159

                                                                

                                                                

                                                                

                                                                41,263Other AssetsProperty, plant & equipment, net

                                                                

                                                                

                                                                997

                                                                

                                                                

                                                                

                                                                285

                                                                

                                                                

                                                                

                                                                1,620

                                                                

                                                                

                                                                

                                                                1,966

                                                                

                                                                

                                                                

                                                                187

                                                                

                                                                

                                                                

                                                                5,055Accounts receivable - long term

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                731

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                731Goodwill

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                5,692

                                                                

                                                                

                                                                

                                                                152

                                                                

                                                                

                                                                

                                                                4,695

                                                                

                                                                

                                                                

                                                                1,276

                                                                

                                                                

                                                                

                                                                11,815Other intangible assets, net

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                3,808

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                607

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                4,415Other long term assets

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                27

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                23

                                                                

                                                                

                                                                

                                                                16

                                                                

                                                                

                                                                

                                                                66Total Other Assets

                                                                

                                                                

                                                                997

                                                                

                                                                

                                                                

                                                                9,812

                                                                

                                                                

                                                                

                                                                2,503

                                                                

                                                                

                                                                

                                                                7,291

                                                                

                                                                

                                                                

                                                                1,479

                                                                

                                                                

                                                                

                                                                22,082Total Assets

                                                                

                                                                $

                                                                9,626

                                                                

                                                                

                                                                $

                                                                22,979

                                                                

                                                                

                                                                $

                                                                14,068

                                                                

                                                                

                                                                $

                                                                12,034

                                                                

                                                                

                                                                $

                                                                4,638

                                                                

                                                                

                                                                $

                                                                63,345
 
 
 Holding

                                                                        

                                                                        

                                                                        Consolidated

                                                                        

                                                                        

                                                                        SegmentCompany

                                                                        

                                                                        

                                                                        VIE

                                                                        

                                                                        

                                                                        TotalsAs of February 28, 2007 (continued, Unaudited)Current AssetsCash and equivalents

                                                                        

                                                                        $

                                                                        (64

                                                                        )

                                                                        

                                                                        $

                                                                        112

                                                                        

                                                                        

                                                                        $

                                                                        7,294Restricted cash

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        3,217Marketable equity securities

                                                                        

                                                                        

                                                                        58

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        176Accounts receivable, net

                                                                        

                                                                        

                                                                        (70

                                                                        )

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        19,026Costs and estimated earnings in excess of billings on uncompleted contracts

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        2,207Inventory, net

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        6,883Deferred tax asset

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        1,535Prepaid expenses and other current assets

                                                                        

                                                                        

                                                                        202

                                                                        

                                                                        

                                                                        

                                                                        (96

                                                                        )

                                                                        

                                                                        

                                                                        1,067Total Current Assets

                                                                        

                                                                        

                                                                        126

                                                                        

                                                                        

                                                                        

                                                                        16

                                                                        

                                                                        

                                                                        

                                                                        41,405Other AssetsProperty, plant & equipment, net

                                                                        

                                                                        

                                                                        563

                                                                        

                                                                        

                                                                        

                                                                        6,724

                                                                        

                                                                        

                                                                        

                                                                        12,342Accounts receivable - long term

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        731Goodwill

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        11,815Other intangible assets, net

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        4,415Other long term assets

                                                                        

                                                                        

                                                                        1,154

                                                                        

                                                                        

                                                                        

                                                                        4

                                                                        

                                                                        

                                                                        

                                                                        1,224Total Other Assets

                                                                        

                                                                        

                                                                        1,717

                                                                        

                                                                        

                                                                        

                                                                        6,728

                                                                        

                                                                        

                                                                        

                                                                        30,527Total Assets

                                                                        

                                                                        $

                                                                        1,843

                                                                        

                                                                        

                                                                        $

                                                                        6,744

                                                                        

                                                                        

                                                                        $

                                                                        71,932




27
 **




Wireless

                                                                

                                                                

                                                                Business

                                                                

                                                                

                                                                Transportation

                                                                

                                                                

                                                                Ultraviolet

                                                                

                                                                

                                                                Electronics

                                                                

                                                                

                                                                OperatingInfrastructure

                                                                

                                                                

                                                                Solutions

                                                                

                                                                

                                                                Infrastructure

                                                                

                                                                

                                                                Technologies

                                                                

                                                                

                                                                Integration

                                                                

                                                                

                                                                TotalAs of August 31, 2006 (Audited)Current AssetsCash and equivalents

                                                                

                                                                $

                                                                (791

                                                                )

                                                                

                                                                $

                                                                4,308

                                                                

                                                                

                                                                $

                                                                78

                                                                

                                                                

                                                                $

                                                                594

                                                                

                                                                

                                                                $

                                                                (187

                                                                )

                                                                

                                                                $

                                                                4,002Restricted cash

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                3,462

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                3,462Marketable equity securities

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                1,246

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                1,246Accounts receivable, net

                                                                

                                                                

                                                                9,632

                                                                

                                                                

                                                                

                                                                1,858

                                                                

                                                                

                                                                

                                                                10,701

                                                                

                                                                

                                                                

                                                                1,884

                                                                

                                                                

                                                                

                                                                2,260

                                                                

                                                                

                                                                

                                                                26,335Costs and estimated earnings in excess of billings on uncompleted contracts

                                                                

                                                                

                                                                2,269

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                2,231

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                4,500Inventory, net

                                                                

                                                                

                                                                218

                                                                

                                                                

                                                                

                                                                30

                                                                

                                                                

                                                                

                                                                3,154

                                                                

                                                                

                                                                

                                                                1,721

                                                                

                                                                

                                                                

                                                                1,638

                                                                

                                                                

                                                                

                                                                6,761Deferred tax asset

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                876

                                                                

                                                                

                                                                

                                                                659

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                1,535Prepaid expenses and other current assets

                                                                

                                                                

                                                                255

                                                                

                                                                

                                                                

                                                                623

                                                                

                                                                

                                                                

                                                                424

                                                                

                                                                

                                                                

                                                                286

                                                                

                                                                

                                                                

                                                                22

                                                                

                                                                

                                                                

                                                                1,610Total Current Assets

                                                                

                                                                

                                                                11,583

                                                                

                                                                

                                                                

                                                                12,403

                                                                

                                                                

                                                                

                                                                17,247

                                                                

                                                                

                                                                

                                                                4,485

                                                                

                                                                

                                                                

                                                                3,733

                                                                

                                                                

                                                                

                                                                49,451Other AssetsProperty, plant & equipment, net

                                                                

                                                                

                                                                1,311

                                                                

                                                                

                                                                

                                                                448

                                                                

                                                                

                                                                

                                                                1,686

                                                                

                                                                

                                                                

                                                                1,997

                                                                

                                                                

                                                                

                                                                299

                                                                

                                                                

                                                                

                                                                5,741Accounts receivable - long term

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                1,276

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                1,276Goodwill

                                                                

                                                                

                                                                1,497

                                                                

                                                                

                                                                

                                                                4,153

                                                                

                                                                

                                                                

                                                                152

                                                                

                                                                

                                                                

                                                                4,695

                                                                

                                                                

                                                                

                                                                1,487

                                                                

                                                                

                                                                

                                                                11,984Other intangible assets, net

                                                                

                                                                

                                                                359

                                                                

                                                                

                                                                

                                                                3,289

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                651

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                4,299Other long term assets

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                28

                                                                

                                                                

                                                                

                                                                -

                                                                

                                                                

                                                                

                                                                14

                                                                

                                                                

                                                                

                                                                87

                                                                

                                                                

                                                                

                                                                129Total Other Assets

                                                                

                                                                

                                                                3,167

                                                                

                                                                

                                                                

                                                                7,918

                                                                

                                                                

                                                                

                                                                3,114

                                                                

                                                                

                                                                

                                                                7,357

                                                                

                                                                

                                                                

                                                                1,873

                                                                

                                                                

                                                                

                                                                23,429Total Assets

                                                                

                                                                $

                                                                14,750

                                                                

                                                                

                                                                $

                                                                20,321

                                                                

                                                                

                                                                $

                                                                20,361

                                                                

                                                                

                                                                $

                                                                11,842

                                                                

                                                                

                                                                $

                                                                5,606

                                                                

                                                                

                                                                $

                                                                72,880
 
 
 Holding

                                                                        

                                                                        

                                                                        Consolidated

                                                                        

                                                                        

                                                                        SegmentCompany

                                                                        

                                                                        

                                                                        VIE

                                                                        

                                                                        

                                                                        TotalsAs of August 31, 2006 (continued, Audited)Current AssetsCash and equivalents

                                                                        

                                                                        $

                                                                        (370

                                                                        )

                                                                        

                                                                        $

                                                                        -

                                                                        

                                                                        

                                                                        $

                                                                        3,632Restricted cash

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        3,462Marketable equity securities

                                                                        

                                                                        

                                                                        35

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        1,281Accounts receivable, net

                                                                        

                                                                        

                                                                        (604

                                                                        )

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        25,731Costs and estimated earnings in excess of billings on uncompleted contracts

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        4,500Inventory, net

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        6,761Deferred tax asset

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        1,535Prepaid expenses and other current assets

                                                                        

                                                                        

                                                                        312

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        1,922Total Current Assets

                                                                        

                                                                        

                                                                        (627

                                                                        )

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        48,824Other AssetsProperty, plant & equipment, net

                                                                        

                                                                        

                                                                        582

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        6,323Accounts receivable - long term

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        1,276Goodwill

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        11,984Other intangible assets, net

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        4,299Other long term assets

                                                                        

                                                                        

                                                                        1,450

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        1,579Total Other Assets

                                                                        

                                                                        

                                                                        2,032

                                                                        

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        25,461Total Assets

                                                                        

                                                                        $

                                                                        1,405

                                                                        

                                                                        

                                                                        $

                                                                        -

                                                                        

                                                                        

                                                                        $

                                                                        74,285




**NOTE 14 – SUBSEQUENT EVENTS**





On April 13, 2007, the Company entered into an agreement to acquire all of the outstanding shares of common stock of Employer Solutions Group, Inc. (“ESG”) of Odem, Utah for a purchase price of approximately $11,500. The terms of the agreement include the payment of $9.1 million cash to the shareholders of ESG and the issuance of 577,143 shares of the
            Company’s common stock. Vesting of 360,000 shares of the Common Stock issued is contingent upon achievement of certain financial performance measures by ESG and the resolution of certain debts that may be owed by ESG, as defined in the agreement. ESG is a full service PEO. The acquisition was financed through borrowings under the existing credit facility and the acquisition will be accounted for as a
            stock purchase.


28
 **




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





*Statements contained in this document, as well as some statements by the Company in periodic press releases and oral statements of Company officials during presentations about the Company constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”).  Forward-looking statements include statements that are
            predictive in nature, depend on or refer to future events or conditions, which include words such as “expect,” “estimate,” “anticipate,” “predict,” “believe” and similar expressions. These statements are based on the current intent, belief or expectation of the Company with respect to, among other things, trends affecting the Company’s financial condition or results of operations.  These statements are not
            guaranties of future performance and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.*





*Actual events and results involve risks and uncertainties and may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors.  Factors that might cause or contribute to such differences, include, but are not limited to, the risks and uncertainties that are discussed under the heading “Risk Factors” disclosed within Form 10-K for
            the year ended August 31, 2006.  Readers should carefully review the risk factors referred to above and the other documents filed by the Company with the Securities and Exchange Commission.*





**OVERVIEW**





As a holding company of various product and service entities, we have historically invested in businesses that are undervalued or underperforming, and / or in operations that are poised for significant growth.  Management’s strategic focus is to support the growth of its operations by increasing revenue and revenue streams, managing costs and creating earnings growth. Additionally, we
            continually seek and evaluate strategic acquisitions that expand core offerings and drive incremental revenue and earnings growth.





Our operations are largely decentralized from the corporate office.  Autonomy is given to subsidiary entities, and there are few integrated business functions (i.e. sales, marketing, purchasing and human resources).  Day-to-day operating decisions are made by subsidiary management teams.  Our Corporate management team assists in operational decisions when deemed necessary,
            selects subsidiary presidents and handles capital allocation among our operations.





We were incorporated in the state of Delaware in 1988, restructured in 2000 and redomesticated to the state of Indiana in May 2005.  Prior to 2001, we conducted business mainly in the entertainment industry.





As reported on our Annual Report on Form 10-K, we classify our businesses under five operating segments, Wireless Infrastructure, Business Solutions, Transportation Infrastructure, Ultraviolet Technologies and Electronics Integration.  We have restated segment information for previous year comparative periods in connection with the new reporting segments in the Notes to Consolidated Financial
            Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in this 10-Q report.





*Wireless Infrastructure Segment*





We have invested in wireless infrastructure businesses since July 2001, and have completed six acquisitions primarily related to infrastructure products and service offerings related to the development, marketing, management, maintenance and upgrading of wireless telecommunications sites.  While services are still offered under certain subsidiaries, in November 2005 we began marketing the
            consolidated services of these subsidiaries under the Fortune Wireless name brand to promote our ‘turn-key’ service offerings whereby we assist with multiple areas of wireless infrastructure under integrated contracting arrangements.  Turn-key services include site acquisition, engineering, architecture and design, construction management, and technical consulting.





*Site Acquisition*





Site acquisition services are performed for the wireless telecommunications industry and include program management, site leasing, land use planning, architectural & engineering design, construction management, co-location facilitation, environmental services, lease renegotiation, site marketing and asset management.


29
 **




*Engineering, Architecture and Design*





Engineering, architecture and design services are performed for the wireless, telecommunications, real estate development, municipal, and petroleum industries. The telecommunications industry includes cellular, personal communication services (PCS), specialized mobile radio (SMR), enhanced specialized mobile radio (ESMR), microwave systems, fixed wireless, broadband and fiber optics technologies for
            carriers, tower consolidators and utilities.  Services also include structural analysis and design of improvements to telecommunications towers, the structural design and analysis of buildings, commercial and residential land development projects, including re-zoning of properties.





*Construction Management*





Construction management is performed for the telecommunications industry, primarily consisting of developing and upgrading wireless networks for wireless carriers. Services include program and construction management, electrical, foundation, tower installations, antennae and line installations.





*Technical Consulting*





Technical consulting services are performed for wireless equipment manufacturers and service providers including switch and radio base station engineering.  Services include site, survey, delivery, installation and integration for the implementation of end user equipment offered by a wide range of wireless equipment manufacturers.





Subsidiaries operating in the Wireless Infrastructure segment include Fortune Wireless, Inc. (“Fortune Wireless”), Magtech Services, Inc. (“Magtech”), Cornerstone Wireless Construction Services, Inc. (“Cornerstone Construction”) and James Westbrook & Associates, LLC (“JWA”).





*Business Solutions Segment*





The Business Solutions segment provides full-service human resource services through PEO relationships.  Business Solutions services are performed by Professional Staff Management, Inc. and its affiliated entities (“PSM”), CSM, Inc. and its affiliated entities (“CSM”) and Precision Employee Management, LLC (“Precision”) and its affiliated
            entities.  PSM was acquired in October 2003, CSM was acquired in April 2005 and Precision was acquired in February 2007.  Our PEOs provide services typically managed by a company’s internal human resources and accounting departments, including payroll and tax processing and management, worker’s compensation and risk management, benefits administration, unemployment administration, human resource compliance services, 401k and retirement plan
            administration and employee assessments.  Clients represent a wide variety of industries from healthcare, professional services, manufacturing logistics, telemarketing to blue collar services. Combined, these organizations provide co-employment services to approximately 10,000 employees in 44 states.





*Transportation Infrastructure Segment*





The Transportation Infrastructure segment assists customers with the development, maintenance and upgrading of transportation infrastructure and commercial construction projects.  Transportation infrastructure products and services are performed by the James H. Drew Corp. and subsidiaries (“JH Drew”).  JH Drew was acquired in April 2004 and has been operating for over fifty
            years servicing contractors and state departments of transportation throughout the Midwestern United States.  JH Drew is a leading specialty contractor in the field of transportation infrastructure, including guardrail, electrical components, and the fabrication and installation of structural steel for commercial buildings.





*Ultraviolet Technologies Segment*





The Ultraviolet (“UV”) Technologies segment manufactures UV curable screen printing inks.  UV Technologies products are manufactured by Nor-Cote International, Inc. and subsidiaries (“Nor-Cote”), which we acquired in July 2003. These ink products are printed on many types of plastic, metals and other substrates that are compatible with the UV curing process. Typical
            applications are plastic sheets, point-of-purchase (“POP”) signage, banners, decals, cell phones, bottles and containers, CD and DVD, rotary-screen printed labels, and membrane switch overlays for conductive ink. Nor-Cote has operating facilities in the United States, United Kingdom, China and Singapore, with worldwide distributors located in South Africa, Australia, Canada, China, Colombia, Hong Kong, India, Indonesia, Italy, Japan, Korea, New Zealand, Poland, Spain,
            Taiwan, Thailand, Latin America and the United States.


30
 **
  *Electronics Integration Segment*





The Electronics Integration segment sells and installs a variety of electronic products and equipment, including video, sound and security products.  Subsidiaries include Kingston Sales Corporation (“Kingston”), Commercial Solutions, Inc. (“Commercial Solutions”) and Audio-Video Revolution, Inc. (“AVR”).





Kingston and Commercial Solutions are distributors for prominent national companies in the electronic, sound, security, and video markets. Customers include businesses in the lodging, healthcare, education, transportation and retail industries.  Product offerings include the latest technology in TVs, sound systems, electronic locking devices, wire, cable and fiber optics, and intercom
            systems.  Kingston was acquired in July 2002.  Commercial Solutions began operations in December 2003.





AVR, acquired in November 2005, provides a wide range of design, engineering and installation of residential, commercial, and retail audio and video systems including video-conferencing, board-room, home-theater, surround sound audio and security systems, as well as design, engineering and installation of electrical wiring and structured cabling systems, digital satellite television and wireless and network
            high speed (broadband) internet.








**CRITICAL ACCOUNTING POLICIES**





The Company’s accounting policies, which are in compliance with accounting principles generally accepted in the United States, require application of methodologies, estimates and judgments that have a significant impact on the results reported in the Company’s financial statements.  Those policies that, in the belief of management, are critical and require the use of complex judgment in
            their application, are disclosed on Form 10-K for the year ended August 31, 2006.  Since August 31, 2006, there have been no material changes to the Company’s critical accounting policies.








**RESULTS OF OPERATIONS:  COMPARISON OF THE THREE AND SIX MONTH PERIODS ENDED FEBRUARY 28, 2007 AND FEBRUARY 28, 2006**





**Executive Overview of Financial Results**





Results of operations for the three month period ended February 28, 2007 and 2006 are as follows:




Revenue for the

                                                

                                                

                                                Operating income for the3-months ended February 28,

                                                

                                                

                                                3-months ended February 28,2007

                                                

                                                

                                                2006

                                                

                                                

                                                2007

                                                

                                                

                                                2006(Dollars in thousands)Wireless Infrastructure

                                                

                                                $

                                                4,694

                                                

                                                

                                                $

                                                5,762

                                                

                                                

                                                $

                                                (4,344

                                                )

                                                

                                                $

                                                438Business Solutions

                                                

                                                

                                                13,462

                                                

                                                

                                                

                                                11,325

                                                

                                                

                                                

                                                282

                                                

                                                

                                                

                                                1,360Transportation Infrastructure

                                                

                                                

                                                7,885

                                                

                                                

                                                

                                                9,625

                                                

                                                

                                                

                                                318

                                                

                                                

                                                

                                                (151

                                                )Ultraviolet Technologies

                                                

                                                

                                                2,913

                                                

                                                

                                                

                                                2,882

                                                

                                                

                                                

                                                (99

                                                )

                                                

                                                

                                                (7

                                                )Electronics Integration

                                                

                                                

                                                3,284

                                                

                                                

                                                

                                                3,762

                                                

                                                

                                                

                                                (985

                                                )

                                                

                                                

                                                308Holding Company

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                (1,702

                                                )

                                                

                                                

                                                (1,039

                                                )Variable Interest Entity

                                                

                                                

                                                358

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                266

                                                

                                                

                                                

                                                -Variable Interest Entity Elimination

                                                

                                                

                                                (357

                                                )

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -Segment Totals

                                                

                                                $

                                                32,239

                                                

                                                

                                                $

                                                33,356

                                                

                                                

                                                $

                                                (6,264

                                                )

                                                

                                                $

                                                909Net Income (Loss) Available to Common Shareholders

                                                

                                                

                                                

                                                

                                                

                                                

                                                $

                                                (7,755

                                                )

                                                

                                                $

                                                316




31
 **


Results of operations for the six month period ended February 28, 2007 and 2006 are as follows:




Revenue for the

                                                

                                                

                                                Operating income for the6-months ended February 28,

                                                

                                                

                                                6-months ended February 28,2007

                                                

                                                

                                                2006

                                                

                                                

                                                2007

                                                

                                                

                                                2006(Dollars in thousands)Wireless Infrastructure

                                                

                                                $

                                                13,690

                                                

                                                

                                                $

                                                12,586

                                                

                                                

                                                $

                                                (3,797

                                                )

                                                

                                                $

                                                774Business Solutions

                                                

                                                

                                                25,092

                                                

                                                

                                                

                                                21,063

                                                

                                                

                                                

                                                1,020

                                                

                                                

                                                

                                                2,332Transportation Infrastructure

                                                

                                                

                                                20,632

                                                

                                                

                                                

                                                23,727

                                                

                                                

                                                

                                                911

                                                

                                                

                                                

                                                399Ultraviolet Technologies

                                                

                                                

                                                5,962

                                                

                                                

                                                

                                                5,579

                                                

                                                

                                                

                                                (16

                                                )

                                                

                                                

                                                75Electronics Integration

                                                

                                                

                                                7,541

                                                

                                                

                                                

                                                6,844

                                                

                                                

                                                

                                                (648

                                                )

                                                

                                                

                                                394Holding Company

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                (2,552

                                                )

                                                

                                                

                                                (1,765

                                                )Variable Interest Entity

                                                

                                                

                                                584

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                443

                                                

                                                

                                                

                                                -Variable Interest Entity Elimination

                                                

                                                

                                                (578

                                                )

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -Segment Totals

                                                

                                                $

                                                72,923

                                                

                                                

                                                $

                                                69,799

                                                

                                                

                                                $

                                                (4,639

                                                )

                                                

                                                $

                                                2,209Net Income (Loss) Available to Common Shareholders

                                                

                                                

                                                

                                                

                                                

                                                

                                                $

                                                (7,029

                                                )

                                                

                                                $

                                                1,163




Net loss available to common stock shareholders was $7.755 million or ($0.63) per diluted share on revenue of $32.239 million for the three month period ended February 28, 2007 compared with net income of $0.316 million or $0.03 per diluted share on revenue of $33.356 million for the three month period ended February 28, 2006.  This represents a 3% decrease in revenue and a 2,554% percent decrease
            in net income.





Net loss available to common stock shareholders was $7.029 million or ($0.57) per diluted share on revenue of $72.923 million for the six month period ended February 28, 2007 compared with net income of $1.163 million or $0.10 per diluted share on revenue of $69.799 million for the six month period ended February 28, 2006.  This represents a 4% increase in revenue and a 704% percent decrease in
            net income.





The following factors contributed to the decrease in net income available to common stock shareholders for the three and six month periods ended February 28, 2007:




·

                        Operating losses in the Wireless Infrastructure segment were due to a delay in the release of new work from our customers.
 o

                        Management has taken the following steps to improve operating performance in this segment: i) initiated management team changes; ii) aligned asset and labor base with market conditions; and iii) evaluated geographic footprint and customer contracts;
 
 ·

                        Operating losses in the Electronics Integration segment were due to labor and inventory cost overages, within one operating unit.
 o

                        Management has taken the following steps to improve operating performance in this segment: i) initiated management team changes; ii) aligned asset and labor base in line with market conditions; iii) evaluated and adjusted ongoing customer contract negotiations and purchasing procedures;
 ·

                        Additional charges incurred by the Company related to the disposal of fixed assets, write down of inventory to fair market value and impairment of goodwill and other intangible assets as a result of the management changes and losses incurred within the Wireless Infrastructure and Electronics Integration segments.
 ·

                        Gross profit decreases in the Business Solutions segment due to higher claims expense in the health and workers compensation insurance programs.




Results by segment are described in further details as follows:





**Wireless Infrastructure**





Wireless Infrastructure segment operating results for the three and six month periods ended February 28, 2007 and 2006 are as follows:


32
 **


Three Month Period Ended

                                                    

                                                    

                                                    Six Month Period EndedFebruary 28, 2007

                                                    

                                                    

                                                    February 28, 2006

                                                    

                                                    

                                                    February 28, 2007

                                                    

                                                    

                                                    February 28, 2006(Dollars in thousands)

                                                    

                                                    

                                                    (Dollars in thousands)Revenues

                                                    

                                                    $

                                                    4,694

                                                    

                                                    

                                                    

                                                    100

                                                    %

                                                    

                                                    $

                                                    5,762

                                                    

                                                    

                                                    

                                                    100

                                                    %

                                                    

                                                    $

                                                    13,690

                                                    

                                                    

                                                    

                                                    100

                                                    %

                                                    

                                                    $

                                                    12,586

                                                    

                                                    

                                                    

                                                    100

                                                    %Cost of revenues

                                                    

                                                    

                                                    4,717

                                                    

                                                    

                                                    

                                                    100.5

                                                    %

                                                    

                                                    

                                                    4,049

                                                    

                                                    

                                                    

                                                    70.3

                                                    %

                                                    

                                                    

                                                    11,249

                                                    

                                                    

                                                    

                                                    82.2

                                                    %

                                                    

                                                    

                                                    9,308

                                                    

                                                    

                                                    

                                                    74.0

                                                    %Gross profit (loss)

                                                    

                                                    

                                                    (23

                                                    )

                                                    

                                                    

                                                    -0.5

                                                    %

                                                    

                                                    

                                                    1,713

                                                    

                                                    

                                                    

                                                    29.7

                                                    %

                                                    

                                                    

                                                    2,441

                                                    

                                                    

                                                    

                                                    17.8

                                                    %

                                                    

                                                    

                                                    3,278

                                                    

                                                    

                                                    

                                                    26.0

                                                    %Operating expensesSelling, general and administrative

                                                    

                                                    

                                                    2,323

                                                    

                                                    

                                                    

                                                    49.5

                                                    %

                                                    

                                                    

                                                    1,186

                                                    

                                                    

                                                    

                                                    20.6

                                                    %

                                                    

                                                    

                                                    4,125

                                                    

                                                    

                                                    

                                                    30.1

                                                    %

                                                    

                                                    

                                                    2,346

                                                    

                                                    

                                                    

                                                    18.6

                                                    %Depreciation and amortization

                                                    

                                                    

                                                    183

                                                    

                                                    

                                                    

                                                    3.9

                                                    %

                                                    

                                                    

                                                    89

                                                    

                                                    

                                                    

                                                    1.5

                                                    %

                                                    

                                                    

                                                    298

                                                    

                                                    

                                                    

                                                    2.2

                                                    %

                                                    

                                                    

                                                    158

                                                    

                                                    

                                                    

                                                    1.3

                                                    %Impairment

                                                    

                                                    

                                                    1,815

                                                    

                                                    

                                                    

                                                    38.7

                                                    %

                                                    

                                                    

                                                    -

                                                    

                                                    

                                                    

                                                    0.0

                                                    %

                                                    

                                                    

                                                    1,815

                                                    

                                                    

                                                    

                                                    13.3

                                                    %

                                                    

                                                    

                                                    -

                                                    

                                                    

                                                    

                                                    0.0

                                                    %Total operating expenses

                                                    

                                                    

                                                    4,321

                                                    

                                                    

                                                    

                                                    92.1

                                                    %

                                                    

                                                    

                                                    1,275

                                                    

                                                    

                                                    

                                                    22.1

                                                    %

                                                    

                                                    

                                                    6,238

                                                    

                                                    

                                                    

                                                    45.6

                                                    %

                                                    

                                                    

                                                    2,504

                                                    

                                                    

                                                    

                                                    19.9

                                                    %Segment operating income (loss)

                                                    

                                                    $

                                                    (4,344

                                                    )

                                                    

                                                    

                                                    -92.6

                                                    %

                                                    

                                                    $

                                                    438

                                                    

                                                    

                                                    

                                                    7.6

                                                    %

                                                    

                                                    $

                                                    (3,797

                                                    )

                                                    

                                                    

                                                    -27.7

                                                    %

                                                    

                                                    $

                                                    774

                                                    

                                                    

                                                    

                                                    6.1

                                                    %


*Revenue*





Revenue for the three month period ended February 28, 2007 was $4.694 million compared to $5.762 million for the three month period ended February 28, 2006, a decrease of $1.068 million or 19%. The decrease in revenue was due mainly to a slow-down in additional work procured from existing customers within the site acquisition, construction and technical services divisions.  The decrease in revenue
            was offset somewhat by additional work procured from existing customers, price increases, geographic expansion and new customer contracts in the engineering division.





Revenue for the six month period ended February 28, 2007 was $13.690 million compared to $12.586 million for the six month period ended February 28, 2006, an increase of $1.104 million or 9%. The increase in revenue was due mainly to additional work procured in the Company’s first fiscal quarter from existing customers, price increases and geographic expansion mainly in the construction and
            engineering divisions, offset by revenue decreases within the site acquisition and technical service divisions.





*Gross Profit*





Gross profit for the three month period ended February 28, 2007 was ($0.023) million, representing (0.5)% of revenue, compared to $1.713 million representing 30% of revenue for the three month period ended February 28, 2006, a decrease of $1.736 million or 101%. Gross profit for the six month period ended February 28, 2007 was $2.441 million, representing 18% of revenue, compared to $3.278 million
            representing 26% of revenue for the six month period ended February 28, 2006, a decrease of $0.837 million or 26%. Gross profit and gross profit as a percentage of revenue decreased due mainly to slow management reaction to the industry slow-down in release of work in the Company’s second fiscal quarter, resulting in excess labor costs.





Management has taken the following steps in the Company’s fiscal third quarter to improve operating performance in this division: i) initiated management team changes; ii) aligned asset and labor base with market conditions; and iii) evaluated geographic footprint and customer contracts.





*Operating Income*





Operating loss for the three month period ended February 28, 2007 was $4.344 million, compared to operating income of $0.438 million for the three month period ended February 28, 2006, a decrease of $4.782 million or 1,092%. Operating loss for the six month period ended February 28, 2007 was $3.797 million, compared to operating income of $0.774 million for the six month period ended February 28, 2006, a
            decrease of $4.571 million or 591%. Operating income decreased due to slow management reaction to the industry slow-down in release of work, resulting in excess overhead costs and the impairment of certain receivables, inventory, fixed assets, goodwill and other intangible assets.





**Business Solutions**





Business Solutions segment operating results for the three and six month periods ended February 28, 2007 and 2006 are as follows:


33
 **


Three Month Period Ended

                                            

                                            

                                            Six Month Period EndedFebruary 28, 2007

                                            

                                            

                                            February 28, 2006

                                            

                                            

                                            February 28, 2007

                                            

                                            

                                            February 28, 2006(Dollars in thousands)

                                            

                                            

                                            (Dollars in thousands)Revenues

                                            

                                            $

                                            13,462

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            11,325

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            25,092

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            21,063

                                            

                                            

                                            

                                            100

                                            %Cost of revenues

                                            

                                            

                                            11,197

                                            

                                            

                                            

                                            83.2

                                            %

                                            

                                            

                                            8,155

                                            

                                            

                                            

                                            72.0

                                            %

                                            

                                            

                                            20,378

                                            

                                            

                                            

                                            81.2

                                            %

                                            

                                            

                                            15,386

                                            

                                            

                                            

                                            73.0

                                            %Gross profit

                                            

                                            

                                            2,265

                                            

                                            

                                            

                                            16.8

                                            %

                                            

                                            

                                            3,170

                                            

                                            

                                            

                                            28.0

                                            %

                                            

                                            

                                            4,714

                                            

                                            

                                            

                                            18.8

                                            %

                                            

                                            

                                            5,677

                                            

                                            

                                            

                                            27.0

                                            %Operating expensesSelling, general and administrative

                                            

                                            

                                            1,808

                                            

                                            

                                            

                                            13.4

                                            %

                                            

                                            

                                            1,654

                                            

                                            

                                            

                                            14.6

                                            %

                                            

                                            

                                            3,377

                                            

                                            

                                            

                                            13.5

                                            %

                                            

                                            

                                            3,035

                                            

                                            

                                            

                                            14.4

                                            %Depreciation and amortization

                                            

                                            

                                            175

                                            

                                            

                                            

                                            1.3

                                            %

                                            

                                            

                                            156

                                            

                                            

                                            

                                            1.4

                                            %

                                            

                                            

                                            317

                                            

                                            

                                            

                                            1.3

                                            %

                                            

                                            

                                            310

                                            

                                            

                                            

                                            1.5

                                            %Total operating expenses

                                            

                                            

                                            1,983

                                            

                                            

                                            

                                            14.7

                                            %

                                            

                                            

                                            1,810

                                            

                                            

                                            

                                            16.0

                                            %

                                            

                                            

                                            3,694

                                            

                                            

                                            

                                            14.7

                                            %

                                            

                                            

                                            3,345

                                            

                                            

                                            

                                            15.9

                                            %Segment operating income

                                            

                                            $

                                            282

                                            

                                            

                                            

                                            2.1

                                            %

                                            

                                            $

                                            1,360

                                            

                                            

                                            

                                            12.0

                                            %

                                            

                                            $

                                            1,020

                                            

                                            

                                            

                                            4.1

                                            %

                                            

                                            $

                                            2,332

                                            

                                            

                                            

                                            11.1

                                            %


*Revenue*





Revenue for the three month period ended February 28, 2007 was $13.462 million, compared to $11.325 million for the three month period ended February 28, 2006, an increase of $2.137 million or 19%. Revenue for the six month period ended February 28, 2007 was $25.092 million, compared to $21.063 million for the six month period ended February 28, 2006, an increase of $4.029 million or 19%. Revenue
            increased due mainly to the acquisition of Precision, an increase in the customer base and increase in employees at several existing customers.  As such, administrative fees, workers compensation premiums, employee benefit premiums and income taxes collected have increased.




*Gross Profit*





Gross profit for the three month period ended February 28, 2007 was $2.265 million, representing 17% of revenue, compared to $3.170 million, representing 28% of revenue for the three month period ended February 28, 2006, a decrease of ($0.905) million or 29%.  Gross profit for the six month period ended February 28, 2007 was $4.714 million, representing 19% of revenue, compared to $5.677 million,
            representing 27% of revenue for the six month period ended February 28, 2006, a decrease of ($0.963) million or 17%. Gross profit and gross profit as a percentage of revenue decreased due mainly to higher health and workers compensation claims related to our insurance programs.





*Operating Income*





Operating income for the three month period ended February 28, 2007 was $0.282 million, compared to $1.360 million for the three month period ended February 28, 2006, a decrease of ($1.078) million or 79%.  Operating income for the six month period ended February 28, 2007 was $1.020 million, compared to $2.332 million for the six month period ended February 28, 2006, a decrease of ($1.312) million
            or 56%.  Operating income decreased due to the decrease in gross profits discussed above.  Operating expenses increased due to the acquisition of Precision.





**Transportation Infrastructure**





Transportation Infrastructure segment operating results for the three and six month periods ended February 28, 2007 and 2006 are as follows:




Three Month Period Ended

                                            

                                            

                                            Six Month Period EndedFebruary 28, 2007

                                            

                                            

                                            February 28, 2006

                                            

                                            

                                            February 28, 2007

                                            

                                            

                                            February 28, 2006(Dollars in thousands)

                                            

                                            

                                            (Dollars in thousands)Revenues

                                            

                                            $

                                            7,885

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            9,625

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            20,632

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            23,727

                                            

                                            

                                            

                                            100

                                            %Cost of revenues

                                            

                                            

                                            6,689

                                            

                                            

                                            

                                            92.6

                                            %

                                            

                                            

                                            8,908

                                            

                                            

                                            

                                            86.9

                                            %

                                            

                                            

                                            17,932

                                            

                                            

                                            

                                            86.9

                                            %

                                            

                                            

                                            21,642

                                            

                                            

                                            

                                            91.2

                                            %Gross profit

                                            

                                            

                                            1,196

                                            

                                            

                                            

                                            7.4

                                            %

                                            

                                            

                                            717

                                            

                                            

                                            

                                            13.1

                                            %

                                            

                                            

                                            2,700

                                            

                                            

                                            

                                            13.1

                                            %

                                            

                                            

                                            2,085

                                            

                                            

                                            

                                            8.8

                                            %Operating expensesSelling, general and administrative

                                            

                                            

                                            733

                                            

                                            

                                            

                                            7.9

                                            %

                                            

                                            

                                            764

                                            

                                            

                                            

                                            7.3

                                            %

                                            

                                            

                                            1,506

                                            

                                            

                                            

                                            7.3

                                            %

                                            

                                            

                                            1,480

                                            

                                            

                                            

                                            6.2

                                            %Depreciation and amortization

                                            

                                            

                                            145

                                            

                                            

                                            

                                            1.1

                                            %

                                            

                                            

                                            104

                                            

                                            

                                            

                                            1.4

                                            %

                                            

                                            

                                            283

                                            

                                            

                                            

                                            1.4

                                            %

                                            

                                            

                                            206

                                            

                                            

                                            

                                            0.9

                                            %Total operating expenses

                                            

                                            

                                            878

                                            

                                            

                                            

                                            9.0

                                            %

                                            

                                            

                                            868

                                            

                                            

                                            

                                            8.7

                                            %

                                            

                                            

                                            1,789

                                            

                                            

                                            

                                            8.7

                                            %

                                            

                                            

                                            1,686

                                            

                                            

                                            

                                            7.1

                                            %Segment operating income (loss)

                                            

                                            $

                                            318

                                            

                                            

                                            

                                            -1.6

                                            %

                                            

                                            $

                                            (151

                                            )

                                            

                                            

                                            4.4

                                            %

                                            

                                            $

                                            911

                                            

                                            

                                            

                                            4.4

                                            %

                                            

                                            $

                                            399

                                            

                                            

                                            

                                            1.7

                                            %


34
 **


*Revenue*





Revenue for the three month period ended February 28, 2007 was $7.885 million compared to $9.625 million for the three month period ended February 28, 2006, a decrease of ($1.740) million or 18%. Revenue for the six month period ended February 28, 2007 was $20.632 million compared to $23.727 million for the six month period ended February 28, 2006, a decrease of ($3.095) million or 13%. Revenue decreased
            due primarily to the completion of several long-term contracts and due to the loss of a maintenance contract to a competitor in one of the geographic areas where the Company operates.





*Gross Profit*





Gross profit for the three month period ended February 28, 2007 was $1.196 million, representing 15% of revenue, compared to $0.717 million representing 7% of revenue for the three month period ended February 28, 2006, an increase of $0.479 million or 67%. Gross profit for the six month period ended February 28, 2007 was $2.700 million, representing 13% of revenue, compared to $2.085 million representing 9%
            of revenue for the six month period ended February 28, 2006, an increase of $0.615 million or 29%. Gross profit and gross profit as a percentage of revenue increased mainly due to the prior year’s unfavorable job closings due to increased costs in one operating division.





*Operating Income*





Operating income for the three month period ended February 28, 2007 was $0.318 million, compared to an operating loss of $0.151 million for the three month period ended February 28, 2006, an increase of $0.469 million or 311%. Operating income for the six month period ended February 28, 2007 was $0.911 million, compared to $0.399 million for the six month period ended February 28, 2006, an increase of
            $0.512 million or 128%. Operating income increased due mainly to the gross profit increase discussed above offset somewhat by increased employee benefit costs in the first quarter 2007.




**Ultraviolet Technologies**





Ultraviolet Technologies segment operating results for the three and six month periods ended February 28, 2007 and 2006 are as follows:




Three Month Period Ended

                                            

                                            

                                            Six Month Period EndedFebruary 28, 2007

                                            

                                            

                                            February 28, 2006

                                            

                                            

                                            February 28, 2007

                                            

                                            

                                            February 28, 2006(Dollars in thousands)

                                            

                                            

                                            (Dollars in thousands)Revenues

                                            

                                            $

                                            2,913

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            2,882

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            5,962

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            5,579

                                            

                                            

                                            

                                            100

                                            %Cost of revenues

                                            

                                            

                                            1,838

                                            

                                            

                                            

                                            63.1

                                            %

                                            

                                            

                                            1,816

                                            

                                            

                                            

                                            63.0

                                            %

                                            

                                            

                                            3,561

                                            

                                            

                                            

                                            59.7

                                            %

                                            

                                            

                                            3,304

                                            

                                            

                                            

                                            59.2

                                            %Gross profit

                                            

                                            

                                            1,075

                                            

                                            

                                            

                                            36.9

                                            %

                                            

                                            

                                            1,066

                                            

                                            

                                            

                                            37.0

                                            %

                                            

                                            

                                            2,401

                                            

                                            

                                            

                                            40.3

                                            %

                                            

                                            

                                            2,275

                                            

                                            

                                            

                                            40.8

                                            %Operating expensesSelling, general and administrative

                                            

                                            

                                            1,066

                                            

                                            

                                            

                                            36.6

                                            %

                                            

                                            

                                            976

                                            

                                            

                                            

                                            33.9

                                            %

                                            

                                            

                                            2,200

                                            

                                            

                                            

                                            36.9

                                            %

                                            

                                            

                                            2,010

                                            

                                            

                                            

                                            36.0

                                            %Depreciation and amortization

                                            

                                            

                                            108

                                            

                                            

                                            

                                            3.7

                                            %

                                            

                                            

                                            97

                                            

                                            

                                            

                                            3.4

                                            %

                                            

                                            

                                            217

                                            

                                            

                                            

                                            3.6

                                            %

                                            

                                            

                                            190

                                            

                                            

                                            

                                            3.4

                                            %Total operating expenses

                                            

                                            

                                            1,174

                                            

                                            

                                            

                                            40.3

                                            %

                                            

                                            

                                            1,073

                                            

                                            

                                            

                                            37.2

                                            %

                                            

                                            

                                            2,417

                                            

                                            

                                            

                                            40.5

                                            %

                                            

                                            

                                            2,200

                                            

                                            

                                            

                                            39.4

                                            %Segment operating income (loss)

                                            

                                            $

                                            (99

                                            )

                                            

                                            

                                            -3.4

                                            %

                                            

                                            $

                                            (7

                                            )

                                            

                                            

                                            -0.2

                                            %

                                            

                                            $

                                            (16

                                            )

                                            

                                            

                                            -0.3

                                            %

                                            

                                            $

                                            75

                                            

                                            

                                            

                                            1.3

                                            %


*Revenue*





Revenue for the three month period ended February 28, 2007 were $2.913 million compared to $2.882 million for the three month period ended February 28, 2006, an increase of $0.031 million or 1%. Revenue increased due mainly to increased domestic sales of POP/ decal inks.





Revenue for the six month period ended February 28, 2007 were $5.962 million compared to $5.579 million for the six month period ended February 28, 2006, an increase of $0.383 million or 7%. Revenue increased due mainly to increased domestic sales of nameplate inks and POP/ decal inks.





*Gross Profit*





Gross profit for the three month period ended February 28, 2007 was $1.075 million representing 37% of revenue, compared to $1.066 million representing 37% of revenue for the three month period ended February 28, 2006, relatively unchanged. Gross profit for the six month period ended February 28, 2007 was $2.401 million representing 40% of revenue, compared to $2.275 million representing 41% of revenue
            for the six month period ended February 28, 2006, an increase of $0.126 million or 6%.  Gross profit increased slightly due to revenue increases above.




35
 **


*Operating Income*





Operating loss for the three month period ended February 28, 2007 was $0.099 million, compared to $0.007 million for the three month period ended February 28, 2006, a decrease of $0.092 million or 1314%. Operating loss for the six month period ended February 28, 2007 was $0.016 million, compared to operating income of $0.075 m illion for the six month period ended February 28, 2006, a decrease of $0.091
            million or 121%. The increase in operating expense was due mainly to an increase in research and development and product testing costs .





**Electronics Integration**





Electronics Integration segment operating results for the three and six month periods ended February 28, 2007 and 2006 are as follows:




Three Month Period Ended

                                            

                                            

                                            Six Month Period EndedFebruary 28, 2007

                                            

                                            

                                            February 28, 2006

                                            

                                            

                                            February 28, 2007

                                            

                                            

                                            February 28, 2006(Dollars in thousands)

                                            

                                            

                                            (Dollars in thousands)Revenues

                                            

                                            $

                                            3,284

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            3,762

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            7,541

                                            

                                            

                                            

                                            100

                                            %

                                            

                                            $

                                            6,844

                                            

                                            

                                            

                                            100

                                            %Cost of revenues

                                            

                                            

                                            3,269

                                            

                                            

                                            

                                            99.5

                                            %

                                            

                                            

                                            2,894

                                            

                                            

                                            

                                            76.9

                                            %

                                            

                                            

                                            6,500

                                            

                                            

                                            

                                            86.2

                                            %

                                            

                                            

                                            5,387

                                            

                                            

                                            

                                            78.7

                                            %Gross profit

                                            

                                            

                                            15

                                            

                                            

                                            

                                            0.5

                                            %

                                            

                                            

                                            868

                                            

                                            

                                            

                                            23.1

                                            %

                                            

                                            

                                            1,041

                                            

                                            

                                            

                                            13.8

                                            %

                                            

                                            

                                            1,457

                                            

                                            

                                            

                                            21.3

                                            %Operating expensesSelling, general and administrative

                                            

                                            

                                            731

                                            

                                            

                                            

                                            22.3

                                            %

                                            

                                            

                                            509

                                            

                                            

                                            

                                            13.5

                                            %

                                            

                                            

                                            1,397

                                            

                                            

                                            

                                            18.5

                                            %

                                            

                                            

                                            981

                                            

                                            

                                            

                                            14.3

                                            %Depreciation and amortization

                                            

                                            

                                            57

                                            

                                            

                                            

                                            1.7

                                            %

                                            

                                            

                                            51

                                            

                                            

                                            

                                            1.4

                                            %

                                            

                                            

                                            80

                                            

                                            

                                            

                                            1.1

                                            %

                                            

                                            

                                            82

                                            

                                            

                                            

                                            1.2

                                            %Impairment

                                            

                                            

                                            212

                                            

                                            

                                            

                                            6.5

                                            %

                                            

                                            

                                            -

                                            

                                            

                                            

                                            0.0

                                            %

                                            

                                            

                                            212

                                            

                                            

                                            

                                            2.8

                                            %

                                            

                                            

                                            -

                                            

                                            

                                            

                                            0.0

                                            %Total operating expenses

                                            

                                            

                                            1,000

                                            

                                            

                                            

                                            30.5

                                            %

                                            

                                            

                                            560

                                            

                                            

                                            

                                            14.9

                                            %

                                            

                                            

                                            1,689

                                            

                                            

                                            

                                            22.4

                                            %

                                            

                                            

                                            1,063

                                            

                                            

                                            

                                            15.5

                                            %Segment operating income (loss)

                                            

                                            $

                                            (985

                                            )

                                            

                                            

                                            -30.0

                                            %

                                            

                                            $

                                            308

                                            

                                            

                                            

                                            8.2

                                            %

                                            

                                            $

                                            (648

                                            )

                                            

                                            

                                            -8.6

                                            %

                                            

                                            $

                                            394

                                            

                                            

                                            

                                            5.8

                                            %
  *Revenue*





Revenue for the three month period ended February 28, 2007 was $3.284 million compared to $3.762 million for the three month period ended February 28, 2006, a decrease of $0.478 million or 13%. Revenue decreased due mainly to a lower volume of sales of television products.





Revenue for the six month period ended February 28, 2007 was $7.541 million compared to $6.844 million for the six month period ended February 28, 2006, an increase of $0.697 million or 10%. Revenue increased due mainly to new customer sales in the Company’s first fiscal quarter.





*Gross Profit*





Gross profit for the three month period ended February 28, 2007 was $0.015 million representing 0.5% of revenue, compared to $0.868 million representing 23% of revenue for the three month period ended February 28, 2006, a decrease of $0.853 million or 98%.  Gross profit for the six month period ended February 28, 2007 was $1.041 million representing 14% of revenue, compared to $1.457 million
            representing 21% of revenue for the six month period ended February 28, 2006, a decrease of $0.416 million or 29%. Gross profit decreased primarily due to labor and inventory cost overages, mainly on a large commercial contract, within one operating unit.





Management has taken the following steps to improve operating performance in this division: i) initiated management team changes; ii) aligned asset and labor base with market conditions; iii) evaluated and adjusted ongoing customer contract negotiations and purchasing procedures.





*Operating Income*





Operating loss for the three month period ended February 28, 2007 was $0.985 million, compared to operating income of $0.308 million for the three month period ended February 28, 2006, a decrease of $1.293 million or 420%. Operating loss for the six month period ended February 28, 2007 was $0.648 million, compared to operating income of $0.394 million for the six month period
            ended February 28, 2006, a decrease of $1.042 million or 264%. The decrease in operating income was due to the decreases in gross profit discussed above as well as an increase in estimates related to the allowance for bad debt and impairment of goodwill.




36
 **


**Holding Company**





*Operating Expense*





The Holding Company does not have any income producing operating assets. As such, the operating loss was equal to operating expenses. Operating expenses consist primarily of employee compensation and benefits, legal, accounting and consulting fees. Operating expenses for the three month period ended February 28, 2007 were $1.702 million, compared to $1.039 million for the three
            month period ended February 28, 2006, an increase of $0.663 million or 64%.  Operating expenses for the six month period ended February 28, 2007 were $2.552 million, compared to $1.765 million for the six month period ended February 28, 2006, an increase of $0.787 million or 45%.  The increase was due to an increase in executive level compensation, rent expense on the corporate building, and depreciation expense related to capital expenditures, as well as
            accelerated amortization of debt services costs related to the Company’s convertible term note.





*Interest Expense*





Interest expense was $0.808 million for the three month period ended February 28, 2007, compared to $0.598 million for the three month period ended February 28, 2006, an increase of $0.210 million or 35%. Interest expense was $1.655 million for the six month period ended February 28, 2007, compared to $1.142 million for the six month period ended February 28, 2006, an increase of $0.513 million or
            45%.  The three month period increase was primarily due to additional borrowing under the Company’s credit facility, interest on the Company’s convertible term note, and interest expense of $0.142 million and $0.279 million for the three and six month periods ended February 28, 2007 related to the VIE.





*Income Taxes*




The Company recorded a 100% valuation allowance on additions to deferred tax assets due to uncertainty regarding future profitability of the Company based on  the current year loss. In addition, management is required to estimate taxable income for future years by taxing jurisdictions and to consider this when making its judgment to determine whether or not to record a
            valuation allowance for part or all of a deferred tax asset. A one percent change in the Company's overall statutory tax rate for 2007 would not have a material effect in the carrying value of the net deferred tax assets or liabilities.





**Variable Interest Entity**





The Company leases a total of six facilities from a consolidated variable interest entity, whose primary purpose is to own and lease these properties to the Company. The VIE has ownership of 384,500 shares of the Company’s stock and is wholly-owned by the Company’s Chairman of the Board of Directors and Chief Executive Officer.  The VIE does not have any other significant assets. For
            the three month period ended February 28, 2007, the consolidation of the VIE comprised of $0.358 million in rental income, offset by a $0.142 million charge to interest expense, a $0.049 million charge to depreciation expense, and $0.042 administrative and other miscellaneous expenses.  For the six month period ended February 28, 2007, the consolidation of the VIE comprised of $0.584 million in rental income, offset by a $0.279 million charge to interest expense, a $0.098
            million charge to depreciation expense, a $0.043 million administrative and other miscellaneous expenses.





Refer to Note 12 of the accompanying consolidated financial statements for detailed information regarding the variable interest entity.








**LIQUIDITY AND CAPITAL RESOURCES**





Our principal sources of liquidity include cash and equivalents, marketable equity securities and proceeds from debt borrowings.  We had $7.358 million (excluding $0.112 million variable interest entity cash) at February 28, 2007 and $4.913 million of cash and equivalents and marketable equity securities at August 31, 2006.




37
 **


We had working capital of $(3.349) million (excluding variable interest entity working capital which includes cash of $0.112 million and current debt of $2.902 million) at February 28, 2007 compared with $23.383 million at August 31, 2006. The decrease in working capital was due mainly to the decrease in accounts receivable and the reclassification of the debt from long term to current.  Current
            assets are comprised primarily of cash and equivalents, net accounts receivable, marketable equity securities, inventories, and costs & estimated earnings in excess of billings on uncompleted contracts.





Total debt at February 28, 2007 was $31.962 million (excluding debt borrowed under a variable interest entity of $7.514 million), which includes a $6.586 million convertible term note, $5.911 million borrowed under our line of credit, a $19.167 million term note, and various equipment loans.  Total debt at August 31, 2006 was $31.167 million.  Total unused borrowings under the line of
            credit were approximately $9.1 million and $11.7 million at February 28, 2007 and August 31, 2006, respectively.  The various debt agreements contain restrictive covenants which limit, among other things, certain mergers and acquisitions, redemptions of common stock, and payment of dividends. In addition, we must meet certain financial ratios.  Total capital expenditures were approximately $0.5 million and $0.8 million for the three month period ended February
            28, 2007 and 2006, respectively.  Total capital expenditures were approximately $0.8 million and $1.4 million for the six month period ended February 28, 2007 and 2006, respectively.  Sources of funds for this expansion have mainly been from additional borrowings from the bank.





As of February 28, 2007, the Company was not in compliance with certain bank debt covenants. The Company is currently in discussions with its bank to obtain a waiver related to these covenant violations.





***Cash Flows***





Cash flows provided by operations for the six month period ended February 28, 2007 were $3.556 million as compared to $0.461 million for the six month period ended February 28, 2006. This increase in operating cash flows was due mainly to increased collections of outstanding accounts receivables.





Net cash flow used in investing activities was $0.364 million for the six month period ended February 28, 2007 compared to $1.674 million for the six month period ended February 28, 2006.  The increase was due mainly to the sale of marketable securities and a decrease in capital expenditures mainly in our Wireless Infrastructure and Transportation Infrastructure segments.





Net cash flow provided by financing activities was $0.455 million for the six month period ended February 28, 2007 compared to $1.632 million for the six month period ended February 28, 2006.  The decrease was mainly the result of less borrowing used to finance operations and investing uses of cash.








**CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS**





The following table summarizes our contractual obligations as of February 28, 2007:





Payments Due ByContractual obligation

                            

                            Total

                            

                            

                            Less than

                                1 year

                            

                            

                            1-2 years

                            

                            

                            3-5 years

                            

                            

                            More than

                                5 years(Dollars in thousands)Long-term debt and capital lease obligations

                            

                            $

                            31,963

                            

                            

                            $

                            28,635

                            

                            

                            $

                            2,826

                            

                            

                            $

                            502

                            

                            

                            $

                            -Variable interest entity debt

                            

                            

                            7,513

                            

                            

                            

                            2,702

                            

                            

                            

                            4,383

                            

                            

                            

                            428

                            

                            

                            

                            -Operating lease (1)

                            

                            

                            6,020

                            

                            

                            

                            3,659

                            

                            

                            

                            1,905

                            

                            

                            

                            312

                            

                            

                            

                            144Total

                            

                            $

                            45,496

                            

                            

                            $

                            34,996

                            

                            

                            $

                            9,114

                            

                            

                            $

                            1,242

                            

                            

                            $

                            144





(1)

                    Operating leases represent the total future minimum lease payments, and are mainly comprised of lease obligations between the Company and the VIE.  This operating lease expense is eliminated in the Company’s consolidated statement of operations.




38
 **


**OFF BALANCE SHEET ARRANGEMENTS**





As is common in the industries we operate in, we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected in our balance sheets. Our significant off-balance sheet transactions include transactions with related parties, liabilities associated with guarantees, letter of credit obligations and surety guarantees.





*Transactions with Related Parties*





We have entered into various acquisition agreements over the past three years which contain option agreements or rights between the sellers of the acquired entities and our majority shareholder, Mr. Carter Fortune, related to the Company’s stock provided as consideration under the acquisitions.  The option agreements provide for put/ call options on the Company’s common stock
            held by the sellers.  As more fully described in Note 11 of the accompanying consolidated financial statements, Harlan Schafir, certain PSM employees and MGTS exercised their put sale rights to Carter Fortune during the three months ended February 28, 2007.  Additionally, Carter Fortune exercised his call purchase rights and both he and John Fisbeck completed the purchase of shares of Company stock from Norman G. Wolcott, Jr. and The Wolcott Trusts on March 3,
            2007.





We lease a total of six facilities from a consolidated variable interest entity as described earlier in this filing. The variable interest entity’s primary purpose is to own and lease these properties to the Company. The limited liability company does not have any other significant assets.  Effective, September 1, 2006, the Company elected to consolidate the limited liability company through
            its evaluation of Financial Interpretation No. 46R, Consolidation of Variable Interest Entities ("FIN 46R").





Refer to the Company’s Annual report on form 10-K filed on November 29, 2006 for further details.  There have been no other significant changes to our related party transactions subsequent to this annual report.





*Guarantees*





A significant portion of our debt and surety bonds are personally guaranteed by the Company’s Chairman of the Board and Chief Executive Officer.  Future changes to these guarantees may affect financing capacity of the Company.





*Restricted Cash*





Certain states and vendors require us to post letters of credit to ensure payment of taxes or payments to our vendors under health insurance and workers compensation contracts and to guarantee performance under our contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit commits the issuer to pay specified amounts to the holder of the letter
                of credit if the holder demonstrates that we have failed to perform specified actions. If this situation were to occur, we would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, we may also have to record a charge to earnings for the reimbursement. We do not believe that it is likely that any claims will be made under a letter of credit in the foreseeable future.  As of February 28, 2007, we had
                approximately $3.2 million in restricted cash primarily to secure obligations under our PEO contracts in the Business Solutions segment.





*Payment and Performance Bonds*





Within our Wireless Infrastructure and Transportation Infrastructure segments, certain customers, particularly in connection with new construction, require us to post payment or performance bonds issued by a financial institution known as a surety. These bonds provide a guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If we fail to
            perform under a contract or fail to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse the surety for any expenses or outlays it incurs. Under our continuing indemnity and security agreement with the surety, we have posted letters of credit in the amount of $5.0 million in favor of the surety and, with the consent of our lender under our credit facility; we have granted security interests
            in certain of our assets to collateralize our obligations to the surety. To date, we have not been required to make any reimbursements to the surety for bond-related costs. We believe that it is unlikely that we will have to fund claims under our surety arrangements in the foreseeable future. As of February 28, 2007, an aggregate of approximately $52.0 million in original face amount of bonds issued by the surety were outstanding.




39
 **


**Item 3.  Quantitative and Qualitative Disclosures about Market Risk**





The Company is exposed to certain market risks arising from adverse changes in interest rates, primarily due to the potential effect of such changes on its variable rate line of credit and convertible term note as described in Note 8 to the consolidated financial statements.  Approximately 99% of the Company’s debt as of February 28, 2007 bears interest at variable rates. Based on amounts
            outstanding at February 28, 2007, if the interest rate on the Company’s variable debt were to increase by 1.0%, annual interest expense would increase by approximately $0.4 million.





Cash and cash equivalents as of February 28, 2007 was $7.294 million and is primarily invested in money market interest bearing accounts. A hypothetical 10% adverse change in the average interest rate on the Company’s investments would not have had a material effect on net income for the three or six month periods ended February 28, 2007. We do not currently utilize any derivative financial
            instruments to hedge interest rate risks.





We are exposed to foreign currency risks due to both transactions and translations between functional and reporting currencies in our European, Singapore, and Chinese foreign subsidiaries. A hypothetical 10% adverse change in the foreign currency translation would not have had a material effect on net income for the three or six month periods ended February 28, 2007. We do not currently utilize any
            derivative financial instruments to hedge foreign currency risks.




**Item 4.  Controls and Procedures**





The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports it files pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including its
            Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The Company's management, including the Chief Executive Officer and Chief Financial Officer, does not expect the disclosure controls and procedures or internal controls can prevent all error and all fraud.  The Company's management also recognizes that, because the design of any system of controls is based in part upon certain assumptions about the
            likelihood of future events and also is subject to other inherent limitations, any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving the desired objectives.





Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the Company’s disclosure controls and procedures as of February 28, 2007. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, for the
            reasons more fully set forth below, the Company’s disclosure controls and procedures were not effective on February 28, 2007 in providing reasonable assurance that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934 was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.





More specifically, the Company’s management has concluded that (i) additional accounting personnel were needed both at the parent company level and at certain subsidiaries at February 28, 2007 to ensure that certain disclosure controls and procedures were operating effectively; (ii) greater segregation of duties was needed in the accounting functions; and (iii) certain procedures should be documented
            to ensure that personnel turnover does not result in a failure of those procedures. The Company will continue to evaluate the need for additional staff at the parent and subsidiary levels, but given the size and location of the Company’s subsidiaries the Company believes it will continue to face challenges in attracting and retaining qualified personnel. Additionally, the Company is also in the process of evaluating ways in which the impact of personnel turnover on the
            implementation of disclosure controls and procedures can be reduced. Management continues to evaluate the effectiveness of this segregation and the need for additional enhancements, including, but not limited to, the addition of accounting personnel.








**PART II--OTHER INFORMATION**.





**Item 1. Legal Proceedings.**





The Company is not involved in any legal proceedings or claims that management believes will have a material adverse effect on the Company's business or financial condition.




40
 **


**Item 1A. Risk Factors**





There have been no material changes with regard to the risk factors previously disclosed in our most recent Annual Report on Form 10-K.





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




On or about February 1, 2007 the Company issued 258,824 shares and 47,059 contingent shares of the Company’s common stock among William Lickliter, Lawrence Baillere and Charmaine Hayes as consideration for and in conjunction with the acquisition of Precision Employee Management, LLC. The Company claimed an exemption under Section 4(2)
            of the Securities Exchange Act of 1933 for this issuance.




**Item 3. Defaults Upon Senior Securities.**





None





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





None




**Item 5. Other Information.**





None





**Item 6. Exhibits**





The following exhibits are included herein:




3.1

                    Second Amendment and Restated Code of Bylaws amended on December 20, 2006. (1)


31.1

                    Rule 15d-14(a) Certification of CEO


31.2

                    Rule 15d-14(a) Certification of CFO


32.1

                    Section 1350 Certification of CEO


32.2

                    Section 1350 Certification of CFO




(1)

                    Filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 27, 2006.






**SIGNATURES**





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




|                    |  |                          | 
|------------------- |  | ------------------------ | 
|                    |  | Fortune Industries, Inc. | 
|                    |  | (Registrant)             | 
|                    |  |                          | 
|Date:  July 1, 2008 |  | By: /s/ John F. Fisbeck  | 
|                    |  |                          | 
|                    |  | John F. Fisbeck,         | 
|                    |  | Chief Executive Officer  | 
|                    |  |                          | 
|Date:  July 1, 2008 |  | By: /s/ Garth A. Allred  | 
|                    |  |                          | 
|                    |  | Garth A Allred,          | 
|                    |  | Chief Financial Officer  | 





41