UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C.
20549
 
 Form
10-Q
 þ
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the quarterly period ended March 31, 2008oro
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the transition period from ________ to ________
 
 Commission
file number: 001-34071
 
 Liberty
Lane Acquisition Corp.
 (Exact
name of registrant as specified in its charter)
 Delaware
              
              26-2165700(State
      or other jurisdiction of
                incorporation)
              
              (I.R.S.
      Employer
                Identification
      No.)One
      Liberty Lane
                Hampton,
      New Hampshire
                (Address
      of principal executive offices)
              
              03842
                Zip
      Code
 
 (603)
929-9600
 (Registrant’s
telephone number, including area code)
 
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   Yes 
o       No  þ
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
 Large accelerated filer
              o
              
              Accelerated
      filer   oNon-accelerated filer
              o
              (Do
      not check if a smaller reporting company)
              Smaller
      reporting company   þ
 
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes 
      þ
              No 
      o
 
 As of March 31, 2008, there
were 3,264,000 shares of the registrant’s common stock, par value $0.001 per
share, issued and outstanding.
    
   
   
 LIBERTY
LANE ACQUISITION CORP.
 
 FORM
10-Q
 INDEX
 
 
 PART
      I. FINANCIAL INFORMATION
              1Item
      1. Financial Statements
              1Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
              8Item
      4. Controls and Procedures
              9PART
      II. OTHER INFORMATION
              9Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              9Item
      6. Exhibits
              10Signatures
              11
 
 ______________________
 
 
 
 
 
 i
 
 
  PART
I. FINANCIAL INFORMATION
 
 Item
1. Financial Statements
 LIBERTY
LANE ACQUISITION CORP.
 (a
corporation in the development stage)
 
 CONDENSED
BALANCE SHEET
 March 31,
2008
 (unaudited)
 
 ASSETSCurrent assets,cash
              
              $
              213,434Total
      Assets
              
              $
              213,434LIABILITIES
      AND STOCKHOLDER’S DEFICITCurrent
      liabilitiesAccrued
      expenses
              
              $
              605,399Total
      current liabilities
              
              
              605,399Commitments
      and contingenciesStockholder’s
      deficitPreferred
      stock, $0.001 par value; 1,000,000 shares authorized; none
      issued
              
              
              —Common
      stock, $0.001 par value; authorized 200,000,000 shares;
      3,264,000 shares issued and outstanding
              
              
              3,264Additional
      paid-in capital
              
              
              21,736Deficit
      accumulated during development stage
              
              
              (416,965
              )Total
      stockholder’s deficit
              
              
              (391,965
              )Total
      Liabilities and Stockholder’s Deficit
              
              $
              213,434
 
 See
accompanying notes to the condensed financial statements
    1
 
 
 
 LIBERTY
LANE ACQUISITION CORP.
 (a
corporation in the development stage)
 
 CONDENSED
STATEMENT OF OPERATIONS
 For
the period March 7, 2008 (inception) to March 31, 2008
 (unaudited)
 
 Revenue
              
              $
              —Formation
      and operating costs
              
              
              666,965Loss
      from operations
              
              
              (666,965
              )Forgiveness
      of debt by sponsor
              
              
              250,000Net
      loss before taxes
              
              
              (416,965
              )Provision
      for income taxes
              
              
              —Net
      loss applicable to common stockholders
              
              $
              (416,965
              )Weighted
      average number of common shares outstanding, basic and
    diluted
              
              
              3,264,000Loss
      per common share, basic and diluted
              
              $
              (0.13
              )
 
 See
accompanying notes to the condensed financial statements
 
   
 2
 
 
 LIBERTY
LANE ACQUISITION CORP.
 (a
corporation in the development stage)
 
 CONDENSED
STATEMENT OF STOCKHOLDER’S DEFICIT
 For
the period March 7, 2008 (inception) to March 31, 2008
 (unaudited)
 
 DeficitAccumulatedAdditional
                
                During
                
                TotalCommon Shares
                
                Paid-in
                
                Development
                
                Stockholder’sShares
                
                
                Amount
                
                
                Capital
                
                
                Stage
                
                
                DeficitCommon
      shares and warrants issued to sponsor on March 14, 2008 with an
      aggregate price of approximately $0.008 per share
                
                
                3,264,000
                
                
                $
                3,264
                
                
                $
                21,736
                
                
                $
                —
                
                
                $
                25,000Net
      loss for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (416,965
                )
                
                
                (416,965
                )Balances,
      at March 31, 2008
                
                
                3,264,000
                
                
                $
                3,264
                
                
                $
                21,736
                
                
                $
                (416,965
                )
                
                $
                (391,965
                )
   
 See
accompanying notes to the condensed financial statements
     3
 
  LIBERTY
LANE ACQUISITION CORP.
 (a
corporation in the development stage)
 
 CONDENSED
STATEMENT OF CASH FLOWS
 For
the period March 7, 2008 (inception) to March 31, 2008
 (unaudited)
 
 Cash
      flows from operating activitiesNet
      loss
              
              $
              (416,965
              )Forgiveness
      of debt
              
              
              (250,000
              )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Increase
      in cash attributable to change in current liabilitiesAccrued
      expenses
              
              
              605,399Net
      cash provided by operating activities
              
              
              (61,566
              )Cash
      flows from financing activitiesProceeds
      from issuance of common stock and warrants to sponsor
              
              
              25,000Proceeds
      from note payable, sponsor
              
              
              250,000Net
      cash provided by financing activities
              
              
              275,000Net
      increase in cash
              
              
              25,000Cash, beginning of
      period
              
              
              —Cash, end of
      period
              
              $
              213,434
 
 See
accompanying notes to the condensed financial statements
 
  
 4
 
 
  LIBERTY
LANE ACQUISITION CORP.
 (a
corporation in the development stage)
 
 NOTES TO
THE CONDENSED FINANCIAL STATEMENTS
 
 Note 1 —
Description of Organization and Business Operations
 
 Liberty
Lane Acquisition Corp. (the “Company”) was formed to acquire an operating
business or assets through a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination. The
Company was incorporated in Delaware on March 7, 2008 as Freedom Trail
Corp. and was renamed Liberty Lane Acquisition Corp. on March 24, 2008. The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (“SFAS”) No. 7: Accounting and Reporting by
Development Stage Enterprises, and is subject to the risks associated
with activities of development stage companies.
 
 At
March 31, 2008, the Company had not yet commenced any operations or
generated any operating revenue. All activity for the period from March 7, 2008
(inception) through March 31, 2008 related to the Company’s formation,
capital raising activities and its proposed initial public offering (the
“Proposed Offering”), which was terminated by the Company prior to completion
(as further described in Note 4). On May 28, 2008 the Company issued a press
release indicating that it would not proceed with the Proposed Offering due to
market conditions, and its request to withdraw the related registration
statement on Form S-1 (File No. 333-149886) (the “Form S-1 Registration
Statement”) was deemed granted as of May 30, 2008.  The accompanying
financial statements have been adjusted to reflect the discontinuation of the
Proposed Offering.  The Company is currently seeking to remove its
securities from registration under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and to suspend its reporting obligations
thereunder.  The Company’s ability to commence operations was
contingent upon obtaining adequate financial resources through the Proposed
Offering and related transactions.  The Company has selected December
31 as its fiscal year-end.
 
 
 Note 2 —
Summary of Significant Accounting Policies
 
 Basis
of Presentation:
 
 The
accompanying condensed financial statements are presented in U.S. dollars
and have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) and pursuant to the
accounting and disclosure rules and regulations of the Securities and Exchange
Commission (the “SEC”).  Certain information and disclosures normally
included in financial statements prepared in accordance with U.S. GAAP have been
condensed or omitted pursuant to such rules and regulations.  These
condensed financial statements should be read in conjunction with the audited
financial statements and related notes thereto as of March 14, 2008 and for the
period from March 7, 2008 (inception) to March 14, 2008, included in Amendment
No. 3 to the Company’s Form S-1 Registration Statement.
 
 Development
Stage Company:
 
 The
Company complies with the reporting requirements of SFAS No. 7: Accounting and Reporting by
Development Stage Enterprises.
 
 Loss
Per Common Share:
 
 The
Company complies with accounting and disclosure requirements of
SFAS No. 128:
Earnings per Share. Loss per common share, basic and diluted, is computed
by dividing loss applicable to common stockholders by the weighted average
number of shares of common stock outstanding for the period.
 
 As the
Company reported a net loss for the period from March 7, 2008 (inception)
to March 31, 2008, the effect of the 8,703,000 warrants issued to our
sponsor are not included in the diluted loss per common share since these
potentially dilutive securities would reduce the loss per common share and
become anti-dilutive.
 
 Use
of Estimates:
 
 The
preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of expenses
during the reporting period. Actual results could differ from those
estimates.
    5
 
 
 Deferred
Offering Costs:
 
 The
Company complies with the requirements of the SEC Staff Accounting Bulletin
(“SAB”) Topic 5A: Expenses of
Offering.  Deferred offering costs consist principally of legal,
accounting, and other related fees incurred through the balance sheet date that
were related to the Proposed Offering. The Company permanently terminated the
Proposed Offering, and the related Form S-1 Registration Statement was
withdrawn, effective May 30, 2008.  Accordingly, all deferred offering
costs accumulated since inception, $604,399, were charged to
expense.
  Recent
Accounting Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 157: Fair
Value Measurements(“SFAS No. 157”). This Statement defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, expands disclosures about fair value
measurements, and applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007.  The Company adopted SFAS
No. 157 on March 7, 2008 (inception).
 
 In
February 2007, the FASB issued SFAS No. 159: The Fair Value Option for
Financial Assets and Financial
Liabilities(“SFAS No. 159”). This Statement permits entities
to choose to measure many financial instruments and certain other items at fair
value. Unrealized gains and losses on items for which the fair value option has
been elected are reported in earnings.
 
 In
December 2007, the FASB issued Statement No. 141R: Business Combinations
(“SFAS 141R”). SFAS 141R broadens the guidance of SFAS 141,
extending its applicability to all transactions and other events in which one
entity obtains control over one or more other businesses. It broadens the fair
value measurement and recognition of assets acquired, liabilities assumed, and
interest transferred as a result of business combinations; and stipulates that
acquisition related costs be expensed rather than included as part of the basis
of the acquisition. SFAS 141R expands required disclosures to improve the
ability to evaluate the nature and financial effects of business
combinations.
  In
December 2007, the Financial Accounting Standards Board issued SFAS No. 160:
Noncontrolling Interests in
Consolidated Financial Statements(“SFAS No. 160”), an amendment of ARB
51, which changes the accounting and reporting for minority interests. Minority
interests will be recharacterized as noncontrolling interests and will be
reported as a component of equity separate from the parent’s equity, and
purchases or sales of equity interests that do not result in a change in control
will be accounted for as equity transactions. In addition, net income
attributable to the noncontrolling interest will be included in consolidated net
income on the face of the income statement and, upon a loss of control, the
interest sold, as well as any interest retained, will be recorded at fair value
with any gain or loss recognized in earnings.
 
 Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
balance sheet.
 
 
 Note 3 —
Income Taxes
 
 The
Company complies with the provisions of SFAS No. 109: Accounting for Income Taxes(“SFAS No. 109”). Accordingly, deferred income taxes are
provided for the differences between the bases of assets and liabilities for
financial
 reporting
and income tax purposes. A valuation allowance is established when necessary to
reduce deferred tax assets to the amount
expected to be realized.
 
 
 The
Company also complies with FASB Interpretation No. 48 (“FIN 48”):
Accounting for Uncertainty in
Income Taxes, an interpretation of SFAS No. 109, which provides
criteria for the recognition, measurement, presentation and disclosure of
uncertain tax positions. A tax benefit from an uncertain position may be
recognized only if it is “more likely than not” that the position is sustainable
based on its technical merits. Management is currently unaware of any issues
that could result in significant
payments, accruals, or material deviations from its
position.
    6
 
  
 The
Company adopted the provisions of SFAS No. 109 and FIN 48 at
inception on March 7, 2008.
 
 The
Company has not begun its trade or business for U.S. tax purposes and
accordingly it could not yet recognize losses for expenditures. As a result, a
deferred tax asset was established for the book loss recorded as well as a fully
offsetting valuation allowance because the Company does not believe it is more
likely than not that it will be able to realize its deferred tax asset in the
future. The effective tax rate differs from the statutory tax rate due to the
establishment of the valuation allowance.
 
 Note
4 — Subsequent Events and Ability to Continue as a Going Concern
 
 On May
22, 2008 the Company’s registration statements relating to the Proposed Offering
were declared effective by the SEC.  Due to market conditions, the
Company decided to permanently terminate the Proposed Offering and issued a
press release to that effect on May 28, 2008.  The Company’s request
to withdraw its Form 1 Registration Statement was deemed granted as of May 30,
2008, and the Company is currently seeking to remove its securities from
registration under the Exchange Act and to suspend its reporting obligations
thereunder.  As of the date of this report, the Company has used all
of its cash to partially pay its liabilities.  The Company does not
currently engage in, and does not expect to engage in, significant business
operations.  As a result, the Company does not expect to generate any
revenue from operations, and has generated insignificant amounts of
non-operating revenue.  In order to fund the remaining expenses
related to the Proposed Offering, the Company may need to seek additional funds
from its sponsor or third parties.
 
 The
accompanying financial statements have been adjusted to reflect the
discontinuation of the Proposed Offering.  On March 14, 2008, the
Company’s sponsor loaned the Company $250,000 to cover expenses in connection
with the Proposed Offering.  Upon discontinuation of the Proposed
Offering, the sponsor forgave the debt.  As a result, $250,000 was
recorded as forgiveness of debt in the accompanying financial
statements.  All previously capitalized expenses of the Proposed
Offering  have been charged to period expenses as of March 31,
2008.  As such, there is substantial doubt that the Company will
continue in existence.
    7
 
  Item
2.   Management’s Discussion and Analysis of Financial Condition
and Results of Operations
  In this
report, unless otherwise stated, references to “we,” “us,” “our” or “the
company” refer to Liberty Lane Acquisition Corp.  The following
discussion should be read in conjunction with our condensed financial statements
and the notes thereto included elsewhere in this quarterly report on Form
10-Q.
  This
report contains forward-looking statements regarding our plans and objectives
for future operations. Our forward-looking statements include, but are not
limited to, statements regarding our expectations, beliefs, intentions and
strategies regarding the future and projections, forecasts or other
characterizations of future events.  This information involves risks,
uncertainties and other factors, some of which are beyond our control, which may
cause our actual results, performance or achievements to be materially different
from future results, performance or achievements expressed or implied by any
forward-looking statements.  In some cases, you can identify
forward-looking statements by use of the words “may,” “will,” “should,”
“expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the
negative of these words or other variations on these words or comparable
terminology.  Our actual results could differ materially from those
expressed or implied by the forward-looking statements as a result of various
factors.
  We have
based the forward-looking statements included in this quarterly report on Form
10-Q on information available to us as of the date hereof.  We assume
no obligation to update any such forward-looking statements, except as may be
required by applicable securities laws.
  Overview
  We were
formed on March 7, 2008 to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with one or
more operating businesses.  We intended to complete an initial public
offering (the “Proposed Offering”) and use the proceeds therefrom to effect such
transaction and fund related operations.   On March 25, 2008,
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), we
filed a registration statement on Form S-1 (File No. 333-149886) (the “Form S-1
Registration Statement”) with respect to the offering of up to 40,250,000 units
(including 5,250,000 units subject to the underwriter’s option to purchase
additional units) of the company, with each unit comprised of (i) one share of
our common stock and (ii) one half of one warrant to purchase one share of our
common stock, The Form S-1 Registration Statement was declared effective by the
Securities and Exchange Commission on May 22, 2008.  However, on May
28, 2008, we issued a press release indicating that we had determined not to
proceed with the Proposed Offering due to market conditions.  We filed
a request to withdraw the Form S-1 Registration Statement with the Securities
and Exchange Commission, which request was deemed granted as of May 30,
2008.  We are currently in the process of seeking to remove our
securities from registration under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and to suspend our reporting obligations
thereunder.  If granted, we will no longer file reports required under
the Exchange Act.  To date, we have not engaged in any business
operations, other than organizational activities and activities related to the
Proposed  Offering and related withdrawal and deregistration, and we
do not currently expect to engage in other business operations.
  Results
of Operations and Known Trends or Future Events
  We have
neither engaged in any business operations nor generated any operating revenues
to date.  Our entire activity since inception has been to prepare for
our Proposed Offering and to seek to remove our securities from
registration.  We do not currently generate any operating revenues and
do not expect to engage in any significant business operations that will provide
operating revenues or expenses in the future.
  As
indicated in the accompanying financial statements, at March 31, 2008, we had
$213,434, in cash and a working capital deficit of $391,965.  Further,
we incurred significant additional expenses related to the Proposed
Offering subsequent to March 31, 2008.
  Liquidity
and Capital Resources
  To
date,our liquidity
needs have been satisfied through our receipt of $25,000 from the sale of the
initial shares and initial warrants and the proceeds of the note payable to our
sponsor in an aggregate amount of $250,000, as described above.  Upon
termination of the Proposed Offering, our sponsor forgave this debt
obligation.
  As of the
date of this report, we have used all of our cash to partially pay our
liabilities.  We do not currently engage in, and do not expect to
engage in, significant business operations.  As a result, we do not
expect to generate any revenue from operations, and we generate insignificant
amounts of non-operating revenue.  Our only expenses to date relate to
our organizational activities and our Proposed Offering and related withdrawal
and deregistration, and we do not expect to incur
   
 8
   other
expenses in the future.  In addition, we have no material requirements
for capital expenditures.  In order to fund the expenses related to
our Proposed Offering, related withdrawal and deregistration, and any other
expenses, we will need to seek additional funds from our sponsor or third
parties.  We currently have no agreement with our sponsor or any other
person for such additional funds, and we may not be able to fund these operating
expenses.  As such, there is a strong likelihood that we will not
continue to exist.
  Off-balance
Sheet Arrangements
  As of March 31, 2008, we did not have
any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of
Regulation S-K or any commitments.
   Item
4.  Controls and Procedures
  As of
March 31, 2008, we, including our chief executive officer and our principal
financial officer, conducted an evaluation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).
Based upon this evaluation, our chief executive officer and principal financial
officer concluded that our disclosure controls and procedures are effective in
timely alerting management of any material information relating to us that is
required to be disclosed by us in the reports we file or submit under the
Exchange Act.
  There have been no changes in our
internal control over financial reporting (as defined in Rule 13-15(f) of
Exchange Act) that occurred during the quarter ended March 31, 2008 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
 
 
 
 PART
II. OTHER INFORMATION
 
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds
 
 Recent
Sales of Unregistered Securities
 
 On March 14, 2008, Liberty Lane Funding
LLC, our sponsor, entered into an agreement with us pursuant to which it
purchased 3,264,000 shares of our common stock and 8,703,000 warrants to
purchase shares of our common stock, with an exercise price of $7.50 per share
for 4,351,500 of the warrants and an exercise price of $10.00 per share for the
remaining 4,351,500 of the warrants, for an aggregate amount of
$25,000.  Exercise of the initial warrants was dependent upon
completion of our Proposed Offering and related transactions.  The
Proposed Offering has been terminated.  Such shares and warrants were
issued pursuant to the exemption from registration contained in Section 4(2) of
the Securities Act as a transaction by an issuer not involving a public
offering.  No underwriting discounts or commissions were
paid.
 
 Use
of Proceeds
 
 The effective date of the Form S-1
Registration Statement relating to our Public Offering of units, consisting of
one share of our common stock and one-half of one warrant to purchase one share
of our common stock, was May 22, 2008.  The offering was terminated
due to market conditions, and none of our securities were sold pursuant to the
Form S-1 Registration Statement.
 
 
 9
 
 
 Item
6.  Exhibits
 
 ExhibitNumber
              
              Description3.1
              Certificate
      of Incorporation and Certificate of Amendment to the Certificate of
      Incorporation.3.2
              Amended
      and Restated By-laws.10.1
              Promissory
      Note issued to Liberty Lane Funding LLC (incorporated by reference to
      Exhibit 10.4 to Amendment No. 1 to the Registration Statement on Form S-1
      (File No. 333-149886) filed with the SEC on April 24,
    2008).10.2
              Initial
      Securities Subscription Agreement between Liberty Lane Acquisition Corp.
      and Liberty Lane Funding LLC (incorporated by reference to Exhibit 10.6 to
      Amendment No. 1 to the Registration Statement on Form S-1 (File No.
      333-149886) filed with the SEC on April 24, 2008).10.3
              Warrant
      Subscription Agreement between Liberty Lane Acquisition Corp. and Liberty
      Lane Funding LLC (incorporated by reference to Exhibit 10.7 to Amendment
      No. 1 to the Registration Statement on Form S-1 (File No. 333-149886)
      filed with the SEC on April 24, 2008).31.1
              Certification
      of Chief Executive Officer pursuant to Exchange Act Rule
      13a-14.31.2
              Certification
      of Principal Financial Officer pursuant to Exchange Act Rule
      13a-14.32.1
              Certification
      of Chief Executive Officer and Principal Financial Officer Pursuant to 18
      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.
 
 
 10
 
 
 
 SIGNATURES
 
 Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized:
 
 LIBERTY LANE
      ACQUISITION CORP..(Registrant)
 
 By:
              /s/
      Paul M. MeisterName:
      Paul M. MeisterTitle:   Chief
      Executive Officer and President
 
 By:
              /s/
      Kevin P. ClarkName:
      Kevin P. ClarkTitle:   Vice
      President, Secretary and
                Treasurer (principal financial and
                accounting
      officer)
 
 Date:
July 3, 2008
    11