##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 29, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number:
    000-27617
  THE MANAGEMENT NETWORK GROUP,
    INC.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE

48-1129619(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

identification
    number)   7300 COLLEGE BOULEVARD,
 SUITE 302, OVERLAND PARK, KANSAS 66210
 (Address of principal executive
    offices) (Zip Code)
  REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE:
 (913) 345-9315
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT:
  Title of Each Class

Name of Each Exchange on Which RegisteredCOMMON STOCK, $.001 PAR VALUE PER SHARE

The NASDAQ STOCK MARKET, LLC   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
 NONE.
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer
    o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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##### 





THE
    MANAGEMENT NETWORK GROUP, INC.
  FORM 10-K
  
  TABLE OF
    CONTENTS
  PagePART ICautionary Statement Regarding Forward-Looking
    Information


3Item 1.


Business


4Item 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


11Item 2.


Properties


12Item 3.


Legal Proceedings


12Item 4.


Submission of Matters to a Vote of Security
    Holders


12PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters, and Issuer Purchases of Equity
    Securities


12Item 6.


Selected Financial Data


14Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


14Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


27Item 8.


Consolidated Financial Statements


28Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


61Item 9A.


Controls and Procedures


61Item 9A(T).


Controls and Procedures


61Item 9B.


Other Information


61PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


62Item 11.


Executive Compensation


62Item 12.


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


62Item 13.


Certain Relationships, Related Transactions and
    Director Independence


62Item 14.


Principal Accountant Fees and Services


63PART IVItem 15.


Exhibits and Financial Statement Schedules


63Fourth Amendment to LeaseList of SubsidiariesConsent of Independent Registered Public Accounting Firm302 Certification of Chief Executive Officer302 Certification of Chief Financial OfficerSection 906 Certification   2




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PART I CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING INFORMATION  Form 10-K
    
    our ability to successfully integrate recent acquisitions and to
    successfully locate new acquisition candidates,
    conditions in the industry sectors that we serve,
    the financial condition and business strategies of our customers
    in the converging communications, media and entertainment
    industry and the investment banking and private equity firms
    investing in that industry,
    overall economic and business conditions,
    the potential continuation or recurrence of recent losses from
    operations, negative cash flow and reductions in our cash
    reserves,
    our ability to retain the limited number of large clients that
    constitute a major portion of our revenues,
    fluctuations in our quarterly operating results,
    our ability to control costs under fixed fee contracts, which
    make up a substantial portion of our business,
    our ability to compete in intensively competitive markets,
    including our ability to address actions by competitors that
    could render our services less competitive, causing revenues and
    income to decline,
    our ability to address the challenges of conducting business in
    foreign countries, including risks of unfavorable foreign
    currency exchange rates or fluctuations and changes in local
    laws,
    the demand for our services,
    our level of cash and non-cash expenditures,
    technological advances and competitive factors in the markets in
    which we compete,
    possible regulatory action related to our past equity granting
    practices and associated accounting,
    the possibility of the cancellation of key client contracts,
    which may be cancelled on short notice,
    the ability to successfully launch new product and market
    initiatives,
    the ability to retain key management and consulting personnel,
    the possible reclassification of our independent contractors,
    who we rely upon heavily, as full-time employees by the taxing
    and/or labor
    and employment authorities of competent jurisdiction, 3




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
    the possibility of professional liability claims,
    the loss of key intellectual property, and
    the possibility that our ability to utilize tax net operating
    loss carryforwards to offset future taxable income will be
    limited if we are deemed to have an ownership change as defined
    by Section 382 of the Internal Revenue Code.  Form 10-K
  ITEM 1.
    BUSINESS    GENERAL
  Form 10-K
       4




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tm tm
      ®
 5




---



##### Table of Contents



MARKET
    OVERVIEW
      BUSINESS
    STRATEGY
    -Acquire
    or develop and evolve offerings, solutions and thought
    leadership
  and/or
 6




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-
    Continue to build the TMNG Global brand
    -
    Focused and effective recruitment and retention
      -
    Enhancing our global presence
    SERVICES
    -
    Strategy and Business Case Development
    -
    Organization Development
   7




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##### Table of Contents



-
    Knowledge Management
    -
    Product Development and Management
    -
    Customer Acquisition and Retention
  e-marketing,
  -
    Revenue and Cost Management
  tm . tm tm
  -
    Program Management, Business and Operations Process Redesign and
    Reengineering
    -
    Corporate Investment Services
   8




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-Technical
    Consultancy & Software Development
    tm tm tm
  COMPETITION
  and/or
       9




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EMPLOYEES
      BUSINESS
    SEGMENTS
    MAJOR
    CUSTOMERS
   10




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##### Table of Contents



FOREIGN
    MARKETS
    INTELLECTUAL
    PROPERTY
      SEASONALITY
    WEBSITE
    ACCESS TO INFORMATION
  Form 10-K, Form 10-Q, Form 8-K,
 ITEM 1A.  RISK
    FACTORS    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   11




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ITEM 2.
    PROPERTIES    LeaseLocation

Sq. Feet


ExpirationMcLean, Virginia


7,575


June 2009Boston, Massachusetts


10,344


January 2011Shawnee, Kansas


1,365


May 2008Somerset, New Jersey


9,000


December 2008London, England (Gate Street)


11,825


November 2015London, England (Kingsway House)


3,210


June 2009Berlin, Germany


4,174


June 2009Shanghai, China


1,511


March 2009     ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    High


LowFirst quarter, fiscal year 2007

$
2.15


$
1.42Second quarter, fiscal year 2007

$
2.45


$
1.67Third quarter, fiscal year 2007

$
2.48


$
2.00Fourth quarter, fiscal year 2007

$
2.76


$
2.07   High


LowFirst quarter, fiscal year 2006

$
2.88


$
2.10Second quarter, fiscal year 2006

$
2.64


$
1.92Third quarter, fiscal year 2006

$
2.25


$
1.43Fourth quarter, fiscal year 2006

$
1.70


$
1.27   mark-up,
     12




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##### Table of Contents



STOCK
    PERFORMANCE GRAPH
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    Among The Management Network Group, Inc., The NASDAQ Composite
    Index
    And The Russell 2000 Index
  
    Cumulative Total Return12/28/02

1/3/04

1/1/05

12/31/05

12/30/06

12/29/07THE MANAGEMENT NETWORK GROUP, INC.


100.00



194.12



138.24



140.59



95.29



147.06NASDAQ COMPOSITE INDEX


100.00



149.75



164.64



168.60



187.83



205.22RUSSELL 2000 INDEX


100.00



147.25



174.24



182.18



215.64



212.26    *
    
    $100 invested on 12/28/02 in stock or on 12/31/02 in
    index-including reinvestment of dividends. Indexes calculated on
    month-end basis.   13




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
    OVERVIEW
         14




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tm
           15




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Form 10-K,
 16




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CRITICAL
    ACCOUNTING POLICIES 
      
    Short-term Investments;
    Allowance for Doubtful Accounts;
    Fair Value of Acquired Businesses;
    Impairment of Goodwill and Long-lived Intangible Assets;
    Revenue Recognition;
    Share-based Compensation Expense;
    Accounting for Income Taxes; and
    Research and Development and Capitalized Software Costs.  Short-term Investments
  Form 10-K,
     17




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Allowances for Doubtful Accounts
      Fair Value of Acquired Businesses
  Impairment of Goodwill and Long-lived Intangible
    Assets
   18




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##### Table of Contents



Revenue Recognition No. 81-1,
  No. 81-1.
  SOP No. 81-1 percentage-of-completion
  SOP No. 81-1 No. 00-21, No. 00-21 and/or No. 00-21
   19




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Share-Based Compensation Expense
      Accounting for Income Taxes
   20




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##### Table of Contents



Research and Development and Capitalized Software
    Costs
   21




---



##### Table of Contents



RECENT
    ACCOUNTING PRONOUNCEMENTS
  157-1, (FSP 157-1) 157-2, (FSP 157-2) FSP 157-1, FSP 157-2
    No. 06-11 EITF 06-11
       22




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RESULTS
    OF OPERATIONS
  FISCAL
    2007 COMPARED TO FISCAL 2006
  REVENUES
    Management Consulting Services Segment
      Software Solutions Segment
 23




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##### Table of Contents



COST OF
    SERVICES
    OPERATING
    EXPENSES
          OTHER
    INCOME AND EXPENSES
   24




---



##### Table of Contents



INCOME
    TAXES
      NET
    LOSS
    LIQUIDITY
    AND CAPITAL RESOURCES
         25




---



##### Table of Contents



Form 10-K,
  FINANCIAL
    COMMITMENTS AND OFF BALANCE SHEET ARRANGEMENTS
    and/or
  TRANSACTIONS
    WITH RELATED PARTIES
   26




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ITEM 7A.
    QUALITATIVE
    AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK   27




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##### Table of Contents



ITEM 8.
    CONSOLIDATED
    FINANCIAL STATEMENTS  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors and Stockholders of
             /s/
    DELOITTE &
    TOUCHE LLP     28




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 29,


December 30,2007


2006(In thousands, except share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
10,022


$
11,133Short-term investments


17,125



27,200Receivables:Accounts receivable


13,044



5,063Accounts receivable  unbilled


7,804



3,65420,848



8,717Less: Allowance for doubtful accounts


(562
)


(378
)Net Receivables


20,286



8,339Prepaid and other assets


1,763



2,257Total current assets


49,196



48,929NONCURRENT ASSETS:Property and equipment, net


1,784



846Goodwill


13,365



13,365Licenses and identifiable intangible assets, net


11,605



1,189Other assets


616



967Total Assets

$
76,566


$
65,296LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Trade accounts payable

$
1,927


$
1,446Accrued payroll, bonuses and related expenses


5,038



1,965Other accrued liabilities


2,466



1,986Income tax liabilities


861



271Deferred revenue


3,554



33Accrued contingent consideration


1,616Unfavorable and other contractual obligations


1,668



649Total current liabilities


17,130



6,350NONCURRENT LIABILITIESDeferred income tax liabilities


1,368Unfavorable and other contractual obligations


1,716



2,189Other noncurrent liabilities


524Total noncurrent liabilities


3,608



2,189Commitments and contingencies (Notes 8 and 12)STOCKHOLDERS EQUITY:Common stock:Voting  $.001 par value, 100,000,000 shares
    authorized; 36,185,143 and 35,989,081 (including 200,000
    treasury shares) shares issued and outstanding on
    December 29, 2007, and December 30, 2006, respectively


36



36Preferred stock  $.001 par value,
    10,000,000 shares authorized; no shares issued or
    outstandingAdditional paid-in capital


172,798



171,117Accumulated deficit


(116,881
)


(114,321
)Treasury stock, at cost


(345
)


(345
)Accumulated other comprehensive income Foreign currency translation adjustment


220



270Total stockholders equity


55,828



56,757Total Liabilities and Stockholders Equity

$
76,566


$
65,296    29




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
  Fiscal Year EndedDecember 29,


December 30,2007


2006(In thousands, except per share data)Revenues

$
71,875


$
34,013Cost of services (includes non-cash share-based compensation
    expense of $302 and $560 for the 2007 and 2006 fiscal years,
    respectively)


38,263



17,549Gross Profit


33,612



16,464Operating expenses:Selling, general and administrative (includes non-cash
    share-based compensation expense of $1,145 and $2,297 for the
    2007 and 2006 fiscal years, respectively)


31,723



27,443Special Committee investigation


2,560



720Legal settlement






(31
)Goodwill, intangible and long-lived asset impairment






2,074Intangible asset amortization


3,612



686Total operating expenses


37,895



30,892Loss from operations


(4,283
)


(14,428
)Other income (expense):Interest income


1,546



2,111Other, net


452



(1
)Total other income


1,998



2,110Loss before income tax provision


(2,285
)


(12,318
)Income tax provision


(52
)


(52
)Net loss


(2,337
)


(12,370
)Other comprehensive (loss) income Foreign currency translation adjustment


(50
)


123Comprehensive loss

$
(2,387
)

$
(12,247
)Net loss per common shareBasic and diluted

$
(0.07
)

$
(0.35
)Weighted average shares used in calculation of net loss per
    common shareBasic and diluted


35,868



35,699    30




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Year EndedDecember 29,


December 30,2007


2006(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(2,337
)

$
(12,370
)Adjustments to reconcile net loss to net cash used in operating
    activities:Goodwill, intangible and long-lived asset impairment






2,074Depreciation and amortization


4,872



1,094Share-based compensation


1,447



2,857Deferred taxes


(882
)Gain on disposal of assets


(82
)Bad debt expense


380



263Other changes in operating assets and liabilities, net of
    business acquisitions:Accounts receivable


(54
)


(354
)Accounts receivable  unbilled


(2,552
)


(1,095
)Prepaid and other assets


1,480



(1,163
)Trade accounts payable


(322
)


(495
)Income tax liabilities


113Deferred revenue


(1,299
)


32Accrued liabilities


671



273Net cash provided by (used in) operating activities


1,435



(8,884
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of short-term investments


(9,325
)


(15,750
)Proceeds from maturities/sales of short-term investments


19,400



27,250Acquisition of business, net of cash acquired


(11,011
)


(1,509
)Acquisition of property and equipment, net


(430
)


(553
)Disposal of assets


82Net cash (used in) provided by investing activities


(1,284
)


9,438CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of common stock through employee stock purchase plan


71



135Repurchase of common stock






(345
)Payments made on unfavorable and other contractual obligations


(1,390
)


(594
)Exercise of stock options


163



309Net cash used in financing activities


(1,156
)


(495
)Effect of exchange rate on cash and cash equivalents


(106
)


123Net (decrease) increase in cash and cash equivalents


(1,111
)


182Cash and cash equivalents, beginning of period


11,133



10,951Cash and cash equivalents, end of period

$
10,022


$
11,133Supplemental disclosure of cash flow information:Cash paid during period for interest





$
1Cash paid during period for taxes

$
165


$
20Accrued property and equipment additions

$
125


$
11    31




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Common Stock











Accumulated$.001 Par


Additional








OtherVoting


Paid-In


Accumulated


Treasury


Comprehensive


UnearnedShares


Amount


Capital


Deficit


Stock


Income


Compensation


Total(In thousands, except share data)Balance, December 31, 2005


35,705,520


$
36


$
168,338


$
(101,951
)

$



$
147


$
(522
)

$
66,048Purchases of treasury stock


















(345
)










(345
)Reclassification of unearned compensation related to the
    adoption of Statement of Financial Accounting Standards
    No. 123R (Note 4)










(522
)














522



Exercise of options


189,198







309



















309Employee stock purchase plan


91,363







135



















135Non-vested stock grants


10,000



























Share-based compensation










2,857



















2,857Nonvested stock cancellations


(7,000
)


























Other comprehensive income  Foreign currency
    translation adjustment






















123







123Net loss














(12,370
)














(12,370
)Balance, December 30, 2006


35,989,081



36



171,117



(114,321
)


(345
)


270







56,757Cumulative effect of adopting FIN 48 (Note 7)














(223
)














(223
)Exercise of options


95,906







163



















163Employee stock purchase plan


59,146







71



















71Non-vested stock grants


111,010



























Share-based compensation










1,447



















1,447Nonvested stock cancellations


(70,000
)


























Other comprehensive income  Foreign currency
    translation adjustment






















(50
)






(50
)Net loss














(2,337
)














(2,337
)Balance, December 29, 2007


36,185,143


$
36


$
172,798


$
(116,881
)

$
(345
)

$
220


$



$
55,828    32




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
   NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Nature of Operations 
  Principles of Consolidation 
  Name of Subsidiary/Acquisition

Date Formed/AcquiredTMNG Europe Ltd. (TMNG Europe)


March 19, 1997The Management Network Group Canada Ltd. (TMNG
    Canada)


May 14, 1998TMNG.com, Inc.


June 1, 1999TMNG Marketing, Inc.


September 5, 2000TMNG Technologies, Inc.


September 5, 2001Cambridge Strategic Management Group, Inc.


March 6, 2002Cambridge Adventis Ltd.


March 1, 2006Cartesian Ltd. (Cartesian)


January 2, 2007RVA Consulting, LLC (RVA)


August 3, 2007TWG Consulting, Inc. (TWG)


October 5, 2007     Fiscal Year 
  Revenue Recognition No. 81-1,
   33




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  81-1 percentage
  SOP No. 81-1 percentage-of-completion
  SOP No. 81-1 No. 00-21, No. 00-21 and/or No. 00-21
    Deferred Revenue
  Cash and Cash Equivalents 
  Short-Term Investments 
 34




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value of Financial Instruments 
  Property and Equipment 
  Research and Development and Capitalized Software Costs
    Goodwill 
  Intangible Assets 
 35




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income Taxes 
      Use of Estimates 
  Foreign Currency Transactions and Translation 
  Share-Based Compensation 
 36




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Earnings (Loss) Per Share 
    Recent Accounting Pronouncements  157-1, (FSP 157-1) 157-2, (FSP 157-2) FSP 157-1, FSP 157-2
   37




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 06-11 EITF 06-11
       38




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    BUSINESS
    COMBINATIONS  TWG
    Consulting, Inc.
        Cash (including transaction costs)

$
1,599Accrued contingent consideration


263Total purchase price

$
1,862     At
    October 5, 2007
    (Amounts in Thousands)
  Acquired cash

$
576Other current assets


891Customer relationships


300Employment agreements


300Customer backlog


100Total assets acquired


2,167Current liabilities assumed


305Net assets acquired

$
1,862  39




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmortizationIdentifiable Intangible Asset

period(In months)Customer relationships


36Employment agreements


48-60Customer backlog


3     RVA
    Consulting, LLC
        Cash (including transaction costs)

$
6,872Accrued contingent consideration


749Total purchase price

$
7,621    40




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At
    August 3, 2007
    (Amounts in Thousands)
  Acquired cash

$
5,642Other current assets


3,121Furniture, fixtures and equipment


369Customer relationships


3,400Employment agreements


400Customer backlog


2,100Total assets acquired


15,032Deferred revenue


4,575Other current liabilities assumed


2,442Noncurrent liabilities assumed


394Total liabilities assumed


7,411Net assets acquired

$
7,621     AmortizationIdentifiable Intangible Asset

period(In months)Customer relationships


48Employment agreements


36Customer backlog


12     Cartesian
    Limited
     41




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Cash

$
7,030Accrued contingent consideration


4,044Total purchase price

$
11,074     At
    January 2, 2007
    (Amounts in Thousands)
  Acquired cash

$
1,787Other current assets


6,421Property, plant and equipment


533Customer relationships


2,368Acquired software


2,961Employment agreements


1,974Customer backlog


395Tradename


395Total assets acquired


16,834Current liabilities assumed


3,332Deferred income tax liabilities recognized


2,428Total liabilities assumed and recognized


5,760Net assets acquired

$
11,074  42




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmortizationIdentifiable Intangible Asset

period(In months)Customer relationships


48Acquired software


48Employment agreements


36Customer backlog


12Tradename


24     Adventis
    Limited
      At April 3,2006(In thousands)Current assets

$
1,393Property, plant and equipment


126Employment agreements


35Customer backlog


168Trade name


102Goodwill


1,496Total assets acquired


3,320Current liabilities assumed


1,825Net assets acquired

$
1,495  43




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Pro
    Forma Combined Results
    44




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year EndedDecember 29,


December 30,2007


2006(Unaudited)(In thousands, except per share amounts)Total revenues

$
91,935


$
67,730Net income (loss)

$
5,401


$
(10,484
)Basic and diluted net loss per common share

$
0.15


$
(0.29
)   3.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS    ManagementConsultingSegmentBalance as of December 31, 2005

$
13,3652006 Adventis Goodwill (See Note 2)


1,4962006 impairment loss on Adventis Goodwill (See Note 2)


(1,496
)Balance as of December 30, 2006

$
13,365       December 29, 2007


December 30, 2006Accumulated





AccumulatedCost


Amortization


Cost


AmortizationCustomer relationships

$
6,090


$
(977
)

$
1,908


$
(1,879
)Acquired software


2,988



(747
)Employment agreements


2,692



(736
)Customer backlog


2.598



(1,373
)Tradename


398



(199
)S3 license agreement


1,500



(629
)


1,500



(340
)Total

$
16,266


$
(4,661
)

$
3,408


$
(2,219
)         EstimatedIntangibleTotal Estimated


Amortization toIntangible


be Included inFuture Period

Amortization


Cost of ServicesFiscal year 2008

$
4,874


$
747Fiscal years 2009  2012


6,731



1,494  45




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    SHARE-BASED
    COMPENSATION            Fiscal Year

Fiscal Year2007

2006Risk-free interest rate

4.7%

4.8%Expected life

6.2 years

6.2 yearsExpected volatility factor

64%

82%Expected dividend rate

0%

0%      46




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      1998
    EQUITY INCENTIVE PLAN
  Stock
    Options
  de facto
   47




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Term


ValueOutstanding at December 30, 2006


5,465,594


$
3.78Granted


2,206,275


$
2.19Exercised


(95,906
)

$
1.69Forfeited/cancelled


(2,781,622
)

$
3.13Outstanding at December 29, 2007


4,794,341


$
3.47



7.3 years


$
1,507,000Options vested and expected to be vested at December 29,
    2007


3,961,643


$
3.73



7.0 years


$
1,285,000Options exercisable at December 29, 2007


2,055,522


$
5.14



4.9 years


$
727,000Weighted average fair value of options granted during the period





$
1.40     Nonvested
    Stock
      WeightedAverageGrant DateShares


Fair ValueOutstanding at December 30, 2006


221,750


$
2.30Granted


12,500


$
2.29Vested


(56,750
)

$
2.22Forfeited/cancelled


(70,000
)

$
2.48Outstanding at December 29, 2007


107,500


$
2.24    48




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2000
    SUPPLEMENTAL STOCK PLAN
      WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Term


ValueOutstanding at December 30, 2006


1,121,972


$
4.02Granted


878,500


$
2.31Forfeited/cancelled


(600,736
)

$
4.87Outstanding at December 29, 2007


1,399,736


$
2.58



8.3 years


$
263,000Options vested and expected to be vested at December 29,
    2007


1,084,290


$
2.67



8.0 years


$
192,000Options exercisable at December 29, 2007


354,646


$
3.44



5.1 years


$
45,000Weighted average fair value of options granted during the period





$
1.45     EMPLOYEE
    STOCK PURCHASE PLAN
   49




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    BUSINESS
    SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS
    OF CREDIT RISK        Management





NotConsulting


Software


Allocated toServices


Solutions


Segments


TotalAs of and for the fiscal year ended December 29, 2007:Revenues

$
47,656


$
24,219






$
71,875Income (loss) from operations


17,089



7,646


$
(29,018
)


(4,283
)Interest income










1,546



1,546Income (loss) before income tax provision


17,089



7,646



(27,020
)


(2,285
)Depreciation and amortization










4,872



4,872Total assets

$
13,372


$
6,914


$
56,280


$
76,566As of and for the fiscal year ended December 30, 2006:Revenues

$
34,013










$
34,013Income (loss) from operations


10,224






$
(24,652
)


(14,428
)Interest Income










2,111



2,111Income (loss) before income tax provision


10,224







(22,542
)


(12,318
)Depreciation and amortization










1,094



1,094Total assets

$
8,339






$
56,957


$
65,296    50




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Revenue


Loss Before Income Tax ProvisionFY


FY


FY


FY2007


2006


2007


2006United States

$
39,610


$
26,815


$
(1,259
)

$
(9,711
)International:United Kingdom


29,835



4,631



(948
)


(1,677
)Germany


745



1,686



(24
)


(611
)Ireland


515







(16
)Spain


325







(10
)Japan


220



668



(7
)


(242
)Monaco


207







(7
)Other


418



213



(14
)


(77
)Total

$
71,875


$
34,013


$
(2,285
)

$
(12,318
)     Revenues


Accounts ReceivableFiscal


FiscalYear


Year


December 29,


December 30,2007


2006


2007


2006Customer A

$
18,102






$
1,448Customer B

$
9,333


$
387


$
2,829


$
3Customer C

$
4,210


$
5,200


$
1,527


$
513      51




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    PROPERTY
    AND EQUIPMENT  December 29,


December 30,2007


2006(In thousands)Furniture and fixtures

$
1,081


$
714Software and computer equipment


3,028



2,321Leasehold improvements


1,200



8235,309



3,858Less: Accumulated depreciation and amortization


3,525



3,012$
1,784


$
846       7.
    INCOME
    TAXES    Fiscal


FiscalYear


Year2007


2006FederalCurrent tax (expense) benefit

$
(23
)

$Deferred tax (expense) benefit


(1,704
)


1,896Change in valuation allowance


1,704



(1,896
)(23
)


StateCurrent tax (expense) benefit


(80
)


(45
)Deferred tax (expense) benefit


(343
)


472Change in valuation allowance


343



(472
)(80
)


(45
)ForeignCurrent tax (expense) benefit


(831
)


(7
)Deferred tax (expense) benefit


1,199



1,307Change in valuation allowance


(317
)


(1,307
)51



(7
)Total

$
(52
)

$
(52
)    52




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year 2007


Fiscal Year 2006Amount


%


Amount


%Computed expected federal income tax benefit

$
800



35.0


$
4,311



35.0State income tax expense, net of federal benefit


(275
)


(12.0
)


278



2.3Forfeited vested stock options


(1,222
)


(53.5
)Adjustment to estimated tax loss carryforward


(875
)


(38.3
)


(544
)


(4.4
)Other


(210
)


(9.2
)


(422
)


(3.4
)Change in valuation allowance


1,730



75.7



(3,675
)


(29.9
)Total

$
(52
)


(2.3
)

$
(52
)


(0.4
)     Fiscal


FiscalYear


Year2007


2006Goodwill

$
(1,409
)

$
(1,409
)Bad debt reserve


86



(3
)Share-based compensation expense


(1,617
)


(272
)Intangible assets


1,164



(243
)Valuation allowance


1,730



(3,675
)Net operating loss carryforward


1,624



5,960Unfavorable liabilities


(587
)


(239
)Cash to accrual conversion


59Other


(168
)


(119
)Total

$
882


$
  53




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 29,


December 30,2007


2006Current deferred tax assets (liabilities):Accounts receivable

$
201


$
115Accrued expenses


260



366Unfavorable liabilities


634



250Cash to accrual conversion


(59
)Valuation allowance


(866
)


(731
)Current deferred tax asset

$
170


$
Non-current deferred tax assets (liabilities):Goodwill

$
7,713


$
9,121Share-based compensation expense


1960



3,287Unfavorable lease liability


585



846Net operating loss carryforward


17,968



16,261Intangible assets


(300
)


2,341Accrued contingent consideration


353Cash to accrual conversion


(117
)Reserves


40



33Other


278



266Valuation allowance


(29,848
)


(32,155
)Non-current deferred tax liabilities

$
(1,368
)

$
     Amount


Year$
2,177



20165,602



20239,094



20247,432



20259,854



20266,129



2027Total

$
40,288        54




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        non-U.S. income
  8.
    LEASE
    COMMITMENTS      OperatingFiscal Year

Leases2008

$
3,1782009


2,8542010


2,5732011


1,0282012


1,269Total minimum lease payments


10,902Future minimum rentals to be received under non-cancellable
    subleases


(1,130
)Minimum lease payments net of amounts to be received under
    subleases

$
9,772  55




---



##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 29,


December 30,2007


2006Current unfavorable lease obligations

$
709


$
625Non-current unfavorable lease obligations


1,475



2,105$
2,184


$
2,730     9.
    LOAN TO
    OFFICER    10.
    LETTER OF
    CREDIT    11.
    RELATED
    PARTY TRANSACTIONS   56




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    COMMITMENTS
    AND CONTINGENCIES        and/or
  13.
    SHARE
    REPURCHASE PROGRAM   57




---



##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    EMPLOYEE
    BENEFIT PLAN    15.
    SPECIAL
    COMMITTEE INVESTIGATION    16.
    SUBSEQUENT
    EVENTS  Auction
    Rate Securities
    Balance atIssuer

December 29, 2007Vermont Student Assistance Corporation Education Loan Revenue
    Bonds

$
6,800Iowa Student Loan Liquidity Corporation Bonds


2,400Iowa Student Loan Revenue Bonds


2,100Missouri Higher Education Loan Revenue Bonds


1,800Pennsylvania Higher Education Loan Revenue Bonds


1,400Brazos Student Finance Corporation Student Loan Asset Backed
    Notes


1,000College Loan Corporation Student Loan Asset Backed Notes


725Indiana Education Loan Revenue Bonds


500Kentucky Higher Education Loan Revenue Bonds


400$
17,125    58




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stockholder
    Rights Plan
    3-year
   59




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##### Table of Contents



THE
    MANAGEMENT NETWORK GROUP, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     60




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedure
  Rules 13a-15(e) 15d-15(e)
    Managements
    Report on Internal Control over Financial
    Reporting
  Internal Control 
    Integrated Framework,
      Changes
    in Internal Control over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   61




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K,
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K,
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K,
  EQUITY
    COMPENSATION PLAN INFORMATION
  (a)





(c)Number of





Number of SecuritiesSecurities to be Issued





Remaining AvailableUpon Exercise of


(b)


for Future IssuanceOutstanding Options


Weighted Average


Under Equity Compensationor Vesting of Nonvested


Exercise Price of


Plans (Excluding SecuritiesStock


Outstanding Options


Reflected in Column (a))(1)PLANS APPROVED BY SECURITY HOLDERS(1) 1998 Equity Incentive Plan  Stock Options


4,794,341


$
3.47



4,143,278 1998 Equity Incentive Plan  Nonvested
    Stock


107,500



n/a



1,034,500PLANS NOT APPROVED BY SECURITY HOLDERS 2000 Supplemental Stock Plan


1,399,736


$
2.58



2,383,058     (1)
    
    The amounts in the table do not include up to
    167,423 shares that may be purchased under the 1999
    Employee Stock Purchase Plan.    ITEM 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE  Form 10-K,
 62




---



##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K,
 PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
       63




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##### Table of Contents



SIGNATURES
  Form 10-K
  THE MANAGEMENT NETWORK GROUP, INC.
  By:
    /s/  RICHARD
    P. NESPOLA        POWER OF
    ATTORNEY
  Form 10-K,
  Form 10-K
  Signature

Title

Date/s/  RICHARD
    P. NESPOLARichard
    P. Nespola

Chairman of the Board and Chief Executive Officer (Principal
    executive officer)

March 28, 2008/s/  DONALD
    E. KLUMBDonald
    E. Klumb

Chief Financial Officer and Treasurer (Principal financial
    officer and principal accounting officer)

March 28, 2008/s/  MICKY
    K. WOOMicky
    K. Woo

Director

March 28, 2008/s/  ANDREW
    LIPMANAndrew
    Lipman

Director

March 28, 2008/s/  ROBERT
    J. CURREYRobert
    J. Currey

Director

March 28, 2008/s/  ROY
    A. WILKENSRoy
    A. Wilkens

Director

March 28, 2008/s/  FRANK
    SISKOWSKIFrank
    Siskowski

Director

March 28, 2008  64




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##### Table of Contents



INDEX TO
    EXHIBITS
    ExhibitNumber

Description of Document3
.1

Certificate of Incorporation, filed as Exhibit 3.1 to the
    Companys Registration Statement on
    Form S-1
    originally filed September 20, 1999 (Registration
    No. 333-87383),
    as amended (the 1999
    S-1
    Registration Statement), is incorporated herein by
    reference as Exhibit 3.1.3
.2

Certificate of Designations of Series A Junior
    Participating Preferred Stock, as filed with the Secretary of
    State of Delaware on March 27, 2008, filed as
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    dated March 27, 2008 filed with the Securities and Exchange
    Commission, is incorporated herein by reference as
    Exhibit 3.2.3
.3

Amended and Restated By-laws, filed as Exhibit 3.2 to the
    Companys
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 13, 2008, is incorporated herein by reference as
    Exhibit 3.3.4
.1

Specimen Common Stock Certificate, filed as Exhibit 4.1 to
    the 1999 S-1
    Registration Statement, is incorporated herein by reference as
    Exhibit 4.1.4
.2

Registration Rights Agreement, dated February 12, 1998,
    among the Company and certain holders of the Companys
    common stock (the Registration Rights Agreement),
    filed as Exhibit 10.1 to the 1999
    S-1
    Registration Statement, is incorporated herein by reference as
    Exhibit 4.2.4
.3

Rights Agreement, dated as of March 27, 2008, by and
    between the Company and Computershare Trust Company N.A.,
    filed as Exhibit 4.1 to the Companys Current Report
    on
    Form 8-K
    dated March 27, 2008 filed with the Securities and Exchange
    Commission, is incorporated herein by reference as
    Exhibit 4.3.4
.4

Form of Rights Certificate, filed as Exhibit B to the
    Rights Agreement filed as Exhibit 4.1 to the Companys
    Current Report on
    Form 8-K
    dated March 27, 2008, filed with the Securities and
    Exchange Commission, is incorporated herein by reference as
    Exhibit 4.4.10
.1

Registration Rights Agreement. (See Exhibit 4.2).10
.2

Form of Indemnification Agreement between the Company and each
    of its Directors and Officers, filed as Exhibit 10.2 to the
    1999 S-1
    Registration Statement, is incorporated herein by reference as
    Exhibit 10.2.(1)10
.3

1998 Equity Incentive Plan, as amended and restated on
    September 7, 1999, and the Form of Agreements thereunder,
    filed as Exhibit 10.3 to the 1999
    S-1
    Registration Statement, is incorporated herein by reference as
    Exhibit 10.3.(1)10
.4

1999 Employee Stock Purchase Plan and Form of Agreements
    thereunder, filed as Exhibit 10.4 to the 1999
    S-1
    Registration Statement, is incorporated herein by reference as
    Exhibit 10.4.(1)10
.5

2000 Supplemental Stock Plan and Form of Agreements thereunder,
    filed as Exhibit 10.16 to the Companys
    Form 10-K
    for the fiscal year ended December 30, 2000, is
    incorporated herein by reference as Exhibit 10.5.(1)10
.6

Employment Agreement between the Company and Richard Nespola,
    dated January 5, 2004, filed as Exhibit 10.19 to the
    Companys
    Form 10-K
    for the fiscal year ended January 3, 2004, is incorporated
    herein by reference as Exhibit 10.6.(1)10
.7

Sublease between Best Doctors, Inc. and Cambridge Strategic
    Management Group Inc. (formerly TMNG Strategy, Inc.), dated
    December 30, 2004, filed as Exhibit 10.21 to the
    Companys
    Form 10-K
    for the fiscal year ended January 1, 2005, is incorporated
    herein by reference as Exhibit 10.7.10
.8

Asset Purchase Agreement, dated April 2, 2006, among
    Wilbass Limited, Adventis Limited, and Adventis Corporation,
    filed as Exhibit 10 to the Companys
    Form 10-Q
    for the quarter ended April 1, 2006, is incorporated herein
    by reference as Exhibit 10.8.**10
.9

Share Purchase Agreement, dated December 22, 2006, between
    the Company and Janos Sivo, Alan Strong, William Hill and James
    Baker, regarding the acquisition of the outstanding common stock
    of Cartesian Limited, filed as Exhibit 10.1 to the
    Companys
    Form 10-Q
    for the quarter ended September 30, 2006, is incorporated
    herein by reference as Exhibit 10.9. 65




---



##### Table of Contents



ExhibitNumber

Description of Document10
.10

Third Amended Lease Agreement between NewTower
    Trust Company Multi-Employer Property Trust and the
    Company, dated August 30, 2005, filed as Exhibit 10.10
    to the Companys
    Form 10-K
    for the fiscal year ended December 30, 2006, is
    incorporated herein by reference as Exhibit 10.10.10
.11

Third Additional Space Commencement Date Agreement between
    NewTower Trust Company Multi-Employer Property Trust and
    the Company, dated February 28, 2006, filed as
    Exhibit 10.11 to the Companys
    Form 10-K
    for the fiscal year ended December 30, 2006, is
    incorporated herein by reference as Exhibit 10.11.10
.12

Membership Interest Purchase Agreement, dated July 30,
    2007, between the Company and RVA Consulting, LLC, RVA Holdings,
    LLC, Mark Markowitz, Dawn Saitta, and Dale Reynolds, regarding
    the acquisition of all outstanding membership interests in RVA
    Consulting, LLC, filed as Exhibit 10.1 to the
    Companys
    Form 10-Q
    for the quarter ended June 30, 2007, is incorporated herein
    by reference as Exhibit 10.12.**10
.13

Stock Purchase Agreement, dated October 5, 2007, between
    the Company and TWG Consulting, Inc. and Marilyn Breitenstein,
    regarding the acquisition of the outstanding common stock of TWG
    Consulting, Inc., filed as Exhibit 2.1 to the
    Companys
    Form 10-Q
    for the quarter ended September 29, 2007, is incorporated
    herein by reference as Exhibit 10.13.10
.14

Transitions Services Agreement among RVA Consulting, LLC, a
    subsidiary of the Company, and Publicis Selling Solutions, Inc,
    filed as Exhibit 10.1 to the Companys
    Form 10-Q
    for the quarter ended September 29, 2007, is incorporated
    herein by reference as Exhibit 10.14.10
.15

Lease Agreement between Cartesian Limited and Sun Life Assurance
    Company of Canada (U.K.) Limited, dated November 23, 2000,
    filed as Exhibit 10.1 to the Companys
    Form 10-Q
    for the quarter ended March 31, 2007, is incorporated
    herein by reference as Exhibit 10.15.10
.16

Fourth Amendment to Lease between NewTower Trust Company
    Multi-Employer Property Trust and the Company, dated
    July 10, 2007, is attached to this
    Form 10-K
    as Exhibit 10.16.21
.1

List of subsidiaries of the Company, prepared pursuant to
    Item 601(b)(21) of
    Regulation S-K
    is attached to this
    Form 10-K
    as Exhibit 21.1.23
.1

Consent of independent registered public accounting firm is
    attached to this
    Form 10-K
    as Exhibit 23.1.24
.1

Power of attorney (see signature page)31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 is attached
    to this
    Form 10-K
    as Exhibit 31.1.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 is attached
    to this
    Form 10-K
    as Exhibit 31.2.32
.1

Certifications furnished pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002 are attached to this
    Form 10-K
    as Exhibit 32.1.     (1)
    
    Management contracts and compensatory plans and arrangements
    required to be filed as Exhibits pursuant to Item 15 of
    this report.  **
    
    Portions of this document have been redacted pursuant to a
    Request for Confidential Treatment filed with the Securities and
    Exchange Commission pursuant to
    Rule 24b-2
    under the Securities Exchange Act of 1934, as amended. Redacted
    portions are indicated with the notation [***]. 66