UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
(Mark one)

  |X|    Quarterly report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                  For the quarterly period ended March 31, 2007

  | |    Transition report under Section 13 or 15(D) of the Exchange Act


                        Commission file number 000-50502

                          PREMIER ALLIANCE GROUP, INC.
                          ----------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

     Nevada                                           20-0443575
     ------                                           ----------
(State or Other                           (I.R.S. Employer Identification No.)
Jurisdiction of
Incorporation or
 Organization)

                                4521 Sharon Road
                                    Suite 300
                         Charlotte, North Carolina 28211
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 (704) 521-8077
                (Issuer's Telephone Number, Including Area Code)


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

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

As of May 5, 2007, 5,867,945 shares of common stock were outstanding.

Transitional Small Business Disclosure Format (check one):  Yes| |    No |X|


<PAGE>



                                Table of Contents

                                                                           Page

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

     Balance Sheet as of March 31, 2007 (Unaudited)                         3

     Statements of Operations for the Three Months Ended
     March 31, 2007 (Unaudited) and March 31, 2006 (Unaudited)              5

     Statements of Cash Flows for Three Months Ended
     March 31, 2007 (Unaudited)and March 31, 2006 (Unaudited)               6

     Notes to Condensed Financial Statements (Unaudited)                    7

Item 2. Management's Discussion and Analysis or Plan of Operation           8

Item 3. Controls and Procedures                                            13

PART I. OTHER INFORMATION

Item 1. Legal Proceedings                                                  14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds        14

Item 3. Defaults Upon Senior Securities                                    14

Item 4. Submission of Matters to a Vote of Security Holders                14

Item 5. Other Information                                                  14

Item 6. Exhibits                                                           14

Signatures                                                                 15

Certifications                                                             16






<PAGE>

                          PREMIER ALLIANCE GROUP, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2007
                                   (UNAUDITED)



                ASSETS

CURRENT ASSETS:
  Cash                                             $   148,008
  Accounts receivable                                  859,806
  Marketable securities                                 18,580
  Deferred income taxes                                 28,000
  Prepaid expenses                                      31,459
                                                   -----------


    Total current assets                                          $ 1,085,853




PROPERTY AND EQUIPMENT - at cost less
  accumulated depreciation                                             32,564


OTHER ASSETS:
  Goodwill                                           2,231,284
  Investment in equity-method investee                 227,864
  Investment in cost-method investee                   100,000
  Cash surrender value of officers' life insurance     573,430
  Deferred income taxes                                  1,000
  Deposits and other assets                              4,000
                                                   -----------

                                                                    3,137,578
                                                                  -----------






                                                                  $ 4,255,995
                                                                  ===========


                       See Notes to Financial Statements

                                        3

<PAGE>



   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Note payable                                    $   586,078
  Accounts payable                                    188,029
  Accrued expenses                                    310,749
  Income taxes payable                                  7,900
                                                  -----------


    Total current liabilities                                    $ 1,092,756


COMMITMENTS AND CONTINGENCIES                                            -


STOCKHOLDERS' EQUITY:
  Class A convertible preferred stock, $.001
    par value, 5,000,000 shares authorized,
    560,746 shares issued and outstanding                 561
  Common stock, $.001 par value, 45,000,000
    shares authorized, 5,867,945 shares
    issued and outstanding                              5,868
  Additional paid-in capital                        3,300,639
  Accumulated deficit                                (143,829)
                                                  -----------


                                                                   3,163,239
                                                                 -----------








                                                                 $ 4,255,995
                                                                 ===========

                       See Notes to Financial Statements

                                        4

<PAGE>




                          PREMIER ALLIANCE GROUP, INC.
                            STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (UNAUDITED)



                                                      2007           2006
                                                  -----------    -----------

NET REVENUE                                       $ 1,817,255    $ 2,528,149
                                                  -----------    -----------


OPERATING EXPENSES:
  Cost of revenues                                  1,301,742      1,898,582
  Selling, general and administrative                 521,084        569,949
  Depreciation                                          1,886          4,440
                                                  -----------    -----------

   Total operating expenses                         1,824,712      2,472,971
                                                  -----------    -----------


(LOSS) INCOME FROM OPERATIONS                          (7,457)        55,178
                                                  -----------    -----------

OTHER INCOME (EXPENSE):
  Interest expense, net                               (10,384)        (6,253)
  Gain on marketable securities                         6,845          2,500
  Officers' life insurance income                      23,595         29,431
  Equity in net loss of equity-method investee         (4,531)        (1,236)
  Other income                                            -              100
                                                  -----------    -----------

   Total other income (expense)                        15,525         24,542
                                                  -----------    -----------

NET INCOME BEFORE INCOME TAXES                          8,068         79,720

INCOME TAX BENEFIT (EXPENSE)                            4,637        (32,994)
                                                  -----------    -----------

NET INCOME                                        $    12,705    $    46,726
                                                  ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED           $      0.00    $      0.01
                                                  ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES,
  BASIC AND DILUTED                                 5,832,111      5,811,093
                                                  ===========    ===========


                       See Notes to Financial Statements

                                        5

<PAGE>



                          PREMIER ALLIANCE GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (UNAUDITED)


                                                      2007           2006
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                      $    12,705    $    46,726

  Adjustments to reconcile net income
    to net cash provided by operating activities:
      Depreciation                                      1,886          4,440
      Increase of cash surrender value of
        officers' life insurance                      (23,595)       (53,851)
      Deferred income taxes                            (1,000)       (92,000)
      Equity in loss of equity-method investee          4,531          1,236
    Changes in operating assets and liabilities:
      Increase in accounts receivable                (135,107)       (29,206)
      Increase in marketable securities                (6,845)        (2,500)
      Decrease in prepaid expenses                     17,332         11,801
      Decrease in deposits and other assets               225            -
      Increase in accounts payable                     66,338          2,283
      Increase in accrued expenses                     37,159          8,396
      (Decrease) increase in income taxes payable      (3,637)       120,619
                                                  -----------    -----------
    Net cash used in operating activities             (30,008)        17,944
                                                  -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                  (1,423)           -
                                                  -----------    -----------
    Net cash used in investing activities              (1,423)           -
                                                  -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from line of credit                        130,000          5,000
                                                  -----------    -----------
    Net cash provided by financing activities         130,000          5,000
                                                  -----------    -----------


NET INCREASE IN CASH                                   98,569         22,944


CASH - beginning of period                             49,439         50,244
                                                  -----------    -----------

CASH - end of period                              $   148,008     $   73,188
                                                  ===========     ==========


                       See Notes to Financial Statements

                                        6

<PAGE>


                          PREMIER ALLIANCE GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (UNAUDITED)



NOTE 1 - BASIS OF PRESENTATION:

     The accompanying unaudited interim financial statements of Premier Alliance
Group, Inc. (the "Company") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC") and should be read in conjunction
with the audited financial statements and notes thereto contained in the
Company's Annual Report filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results expected for the full year. Notes to the financial statements which
would substantially duplicate the disclosure contained in the audited financial
statements for fiscal year 2006 as reported in the 10-KSB have been omitted.


NOTE 2 - ORGANIZATION AND BUSINESS:

     Premier Alliance Group, Inc. ("Old Premier") was organized under the laws
of North Carolina in June, 1995. Old Premier provided information technology
solutions and consulting services to customers operating in a variety of
industries throughout the United States.

     On November 5, 2004, Old Premier and its shareholders consummated a share
exchange agreement with the Company. The Company was an inactive public company
that was organized in Nevada in January, 2000. Pursuant to the exchange
agreement, shareholders of Old Premier were issued 36,176,863 shares of common
stock and 4,323,157 shares of Class A convertible preferred stock in exchange
for all of their outstanding common stock and preferred stock in Old Premier. As
a result of the share exchange agreement, the shareholders of Old Premier
acquired a majority of the issued and outstanding common and preferred stock of
the merged company. For accounting purposes, the transaction was accounted for
as a reverse merger. Old Premier was merged into the Company and immediately
after the merger, the Company was renamed Premier Alliance Group, Inc.

NOTE 3 - CLASS A CONVERTIBLE PREFERRED STOCK:

     The Class A Convertible Preferred Stock accrues 8 percent per annum
dividends on a stated "dividend value". "Dividend value" is the amount equal to
$0.98 per share for each share of Class A Convertible Preferred Stock
outstanding. Dividends are payable annually in arrears. During 2006, the Company
declared and paid dividends of $47,800 ($0.07 per preferred share). At March 31,
2007, $36,167 of dividends have accrued on these shares. However, they are
unrecorded on the Company's books until declared. During the quarter ended March
31, 2007, 56,852 of these Class A Convertible Preferred shares were converted to
common shares on a one to one basis.


                       See Notes to Financial Statements

                                        7


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This quarterly report on Form 10-QSB may include "forward-looking statements"
within the meaning of section 27(a) of the Securities Act of 1933 and section
21(e) of the Securities Exchange Act of 1934. We intend all forward-looking
statements to be covered by the safe-harbor provisions for forward-looking
statements. All statements regarding our expected financial position and
operating results, our business strategy, our financing plans, and the outcome
of any contingencies constitute forward-looking statements. All forward-looking
statements are subject to risks and uncertainties, including without limitation
those described in "Risk Factors" in our annual report on Form 10-KSB, that
could cause actual results to differ materially from described in or implied by
any forward-looking statements.

The following discussion should be read in conjunction with our financial
statements and the related notes included in this Form 10-QSB.

OPERATIONS

Our business consists of providing information technology, or "IT," services to
our clients. Our services typically encompass the IT business-solution software
development life cycle. The IT business-solution software development life cycle
references industry standard steps typically followed in developing or creating
software (the blueprint methodology), including phases for planning, developing,
implementing, managing, and ultimately maintaining, the IT solution. It is this
process that creates quality software while minimizing issues for customers. A
typical customer is an organization with complex information and data-processing
requirements. Technology is crucial in all industries and therefore we market
and sell to many sectors of business. We promote our services through our two
delivery channels, IT Services and IT Solutions divisions. These divisions
operate as one from an accounting and overall management perspective, however
they are differentiated from a marketing and customer presentation perspective
only. Management reviews and oversees the divisions as one combined entity,
utilizes resources across both areas, and makes operational assessments and
plans together. In light of this, Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standards (SFAS) No. 131 "Business segments"
does not require separate financial reporting and the 2 channels are
consolidated in all financial report presentations.

o        IT Services Division--This division provides staffing and consulting
         services across a broad range of skills and expertise. It assists our
         customers by providing skilled business and technical expertise to help
         lead and train our customers, and it can provide the manpower necessary
         to supplement project efforts. In most cases our work is on a
         time-and-materials basis. Because of the type of expertise and the
         complexity of technology, customers typically commit to long-term
         contracts that are typically a minimum of 9 months in which our staff
         work on site at client facilities under the daily direction of the
         client management. It is very common that we obtain contract extensions
         with our clients for our consulting resources.

o        IT Solutions Division--This division handles advanced technologies and
         solutions and provides expertise in project management, architecture,
         and project methodology. Its focus is to service customers on a project
         or deliverable basis. The work can be performed at customer facilities
         or at our facilities. With this type of work the customer typically
         enters into a contract with us for a fixed price bid that provides for
         delivery of a given service or delivery at a stated time. Services
         provided by this group range from helping clients assess their business
         needs and identifying the right technology solution, to helping
         customers select and implement packaged software, to designing,
         constructing, and testing new systems and integrating them with the
         customer's existing technology.

                                       8
<PAGE>

RESULTS OF OPERATIONS

Net revenue for the three months ended March 31, 2007, was $1,817,000, a
decrease of 28%, compared to $2,528,000 for the same period in 2006. We
attribute this decline in revenue to a decrease in billable hours during the
year resulting from a decrease in billable staff. The decrease in staff was
related to an aggressive effort by customers leading to a significant number of
conversions of staff to client staff (a process in our industry called contract
to hire) especially during the 3rd and 4th quarter periods, leaving our 2007
beginning staff count lower than in the first 6 months of 2006. We have been
able to increase counts over the 2006 4th quarter numbers both in revenue and
staff count.

Cost of revenues, defined as all costs for billable staff, were $1.3 million or
71.6% of revenue for the three months ended March 31, 2007, as compared to $1.9
million or 75.1% of revenue for the same period in 2006. The decrease in cost of
revenue as a percentage of revenue for this period is primarily a result of the
decrease in staff count.

General and administrative (G&A) expenses were $523,000 or 28.8% of revenue for
the three months ended in March 31, 2007, as compared to $574,000 or 22.7% for
the same period in 2006. This decrease in G&A expense is mostly attributed to
reductions in overhead wages and professional fees and expenses (legal,
accounting, consulting) associated with public company filings. We have
established uniform controls and automated processes and are able to perform
most general functions internally and minimize what outside agencies must do.

Operating income for the three months ended in March 31, 2007, was a loss of
$7,000 as compared to a gain of $55,000 for the same period in 2006, reflecting
the decrease in revenues.

Other income and expense, net, consisted of a gain of $15,000 for the three
months ended in March 31, 2007, compared to a gain of $24,000 for the same
period in 2006. The gain is mostly attributable to a net increase in cash
surrender value over premiums of variable executive life insurance (due to
market fluctuation).

The effective tax rate for the first three months of 2007 is 57% compared to an
effective income tax rate of 41% for the same period in 2006. The change in rate
is a direct result of net operating loss reported in the first quarter of 2007
as compared to net operating income reported for the same period in 2006

Net income for the three months ended in March 31, 2007, was $12,705 or $.00 per
diluted share, compared with net income of $46,726 for the same period in 2006,
or $.01 per diluted share.

                                       9
<PAGE>

DIVIDEND

No Dividend has been declared as of March 31, 2007.

On June 7, 2004, North Carolina Premier issued 597,500 shares of Class A
preferred stock in a private placement. The holders of shares of preferred stock
were entitled to receive an 8% annual dividend until the earlier of (1) the
third anniversary of the date of issuance or (2) automatic conversion of shares
of Class A preferred stock into shares of common stock. A dividend was declared
and distributed in July 2006 in the amount of $47,800.

Attached with each preferred share was a warrant entitling the holder to
purchase one share of common stock at an exercise price of $2.00. The warrants
were immediately exercisable and had a term of three years.

On consummation of the share exchange, holders of these shares of preferred
stock were issued in exchange shares of our Class A preferred stock having
substantially identical terms, as well as warrants with substantially identical
terms, except that the exercise price of the warrants was adjusted to $1.96.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin No. 104 for revenue recognition. In general, the
Company records revenue when persuasive evidence of any agreement exists,
services have been rendered, and collectibility is reasonably assured,
therefore, revenue is recognized when the Company invoices customers for
completed services at contracted rates and terms.

INCOME TAXES

We make certain estimates and judgments in determining income tax expense for
financial statement purposes. These estimates and judgments occur in calculating
tax credits, tax benefits, and deductions that arise from differences in the
timing of recognition of revenue and expense for tax and financial-statement
purposes.

We assess the likelihood that we will be able to recover deferred tax assets. If
recovery is unlikely, we must increase the provision for taxes by recording a
valuation allowance against the estimated deferred tax assets that will not
ultimately be recoverable. As of March 31, 2007, we believed that all of the
deferred tax assets recorded on our balance sheet would ultimately be recovered.
However, should there be a change in our ability to recover our deferred tax
assets, our tax provision would increase in the period in which we determine
that the recovery is unlikely.

FINANCIAL CONDITION AND LIQUIDITY

As of March 31, 2007, we had cash and cash equivalents of $148,000, representing
an increase of $74,820 from March 31, 2006. Net working capital at March 31,
2007, was ($7,000), as compared to $87,000 on March 31, 2006. Current assets at
March 31, 2007, were $1,085,000. The decrease in working capital was primarily
due to a reduction in net earnings of the company. We had no long term debt.
Shareholders' equity as of March 31, 2007, was $3,163,000, which represented 74%
of total assets.

                                       10
<PAGE>

During the three months ended March 31, 2007, the net cash used by operating
activities was $30,000 and was primarily a result of a decrease in prepaid
expenses of $17,000, an increase of accounts payable of $66,000 an increase in
accrued expenses of $37,000 offset by an increase in accounts receivable of
$135,000 and an increase in cash surrender value of officers life insurance of
$24,000.

Cash flows from investing activities used $1,421.

Financing activities provided $130,000 of cash for the three months ended March
31, 2007. Of that increase, $130,000 was due to borrowings on our revolving line
of credit. We borrow or repay this revolving debt as needed based upon our
working capital obligations. We believe that internally generated funds, current
cash on hand, and available borrowings under our revolving credit line will be
adequate to meet foreseeable liquidity needs.

OUTLOOK

Our business has been affected by the following major trends. First, customers
are consolidating their primary vendor lists. Second, the surge in offshore and
outsourced development work is forcing us to focus on handling earlier and later
phases of the development cycle, which in turn has increased our need for
expertise in the areas of project management, business analysis, and quality
assurance and testing. These trends are discussed in greater detail below.

Many customers working with the computer services industry are reducing the
number of primary vendors they use and are instead working with a smaller number
of pre-approved vendors. This trend could have a significant impact on the rates
we charge and the amount of business we do. We propose to address these issues
from two perspectives.

First we are laying the foundation to diversify and enhance our business model
geographically, in increased size as well as in the way we package our services.
By servicing more geographic markets and increasing our overall size we will
more effectively maintain approved primary or sub vendor status, factors that
clients have told us are important to them. The ability to service large
customers in multiple locations as well as provide more resources and capability
adds value while minimizing customer risk. To accomplish this we are looking at
organic growth as well as merger and acquisition strategies.

Secondly we are retooling our sales efforts to increase our focus on mid level
customers. This market is not as advanced in the use of or consolidation of
primary vendor processes. Premier has typically focused on large corporate
customers and is expanding our marketing focus to include the mid level customer
segment.

With the surge in off-shore efforts, we had to choose to adjust either by
providing offshore services or by focusing on that work that is less susceptible
to being sent offshore. Off-shore and outsourced efforts are typically focused
on the core development (middle phases) of a software development cycle. By
contract, on-site consulting resources typically handle the early and later
phases of the development cycle. This has greatly increased the focus on the
following expertise for onsite work: project management, business analysis,
quality assurance and testing. We believe that we can be more competitive if we
focus on providing on-site consulting, and so we have focused our recruiting and
sales efforts in that area.


                                       11
<PAGE>

Our top priority is to broaden the range of services we offer and build a more
diverse client base, both geographically and in terms of industry segments
represented. We believe that achieving this goal will require a combination of
merger activity and organic growth. Whether we achieve this goal will in part
depend on continued improvement in the U.S. jobs market and our ability to
attract and retain top talent in the IT field.

OFF-BALANCE-SHEET ARRANGEMENTS

The Class A Preferred Stock accrues 8 % per annum dividends on a stated
"dividend value". "Dividend value" is the amount equal to $0.98 per share for
each share of Class A Preferred Stock outstanding. The dividends began accruing
June 1, 2004, and are cumulative. Dividends are payable annually in arrears.
During 2006, the Company declared and paid dividends of $47,800 ($.07 per
preferred share). At March 31, 2007, $32,549 ($.06 per preferred share) of
dividends have accrued on these shares respectively. However, they are
unrecorded on the Company's books until declared.

As of March 31, 2007, 56,852 shares of Class A Preferred Stock were converted to
56,852 shares of Common Stock per a shareholder voluntary conversion option as
indicated in the Private Offering Memorandum executed on June 7, 2004.

As of March 31, 2007, and during the prior three months then ended, there were
no other transactions, agreements or other contractual arrangements to which an
unconsolidated entity was a party under which we (1) had any direct or
contingent obligation under a guarantee contract, derivative instrument, or
variable interest in the unconsolidated entity, or (2) had a retained or
contingent interest in assets transferred to the unconsolidated entity.



                                       12
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and that such information
is accumulated and communicated to this company's management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
for timely decisions regarding required disclosure. In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

As required by Securities and Exchange Commission Rule 13a-15(b), we carried out
an evaluation, under the supervision and with the participation of the Company's
management, including our Chief Executive Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the quarter covered by this report. Based on the foregoing, our Chief Executive
Officer concluded that our disclosure controls and procedures are effective to
ensure the information required to be disclosed in our reports filed or
submitted under the Exchange Act is timely recorded, processed and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms.

There has been no change in our internal control over financial reporting during
our most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



                                       13
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1    Certification of Principal Executive and Principal Financial Officer
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
        Sec. 1350).

32.1    Written Statement of Chief Executive and Financial Officer Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).



                                       14
<PAGE>



                                   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.


                                    PREMIER ALLIANCE GROUP, INC.
                                    (Registrant)


DATE: May 15, 2007                  By: /s/ Mark S. Elliott
                                        ---------------------------------
                                        Mark S. Elliott
                                        President (Chief Executive Officer
                                        and Acting Chief Financial Officer)


                                       15