##### Table of Contents



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 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-17204
 
 INFINITY ENERGY RESOURCES, INC.
  Delaware
    
    20-3126427(State of Incorporation)
    
    (I.R.S. Employer Identification Number)
 
 (720) 932-7800
 
 Common Stock
 None
 þ o
  o þ o
 o þ




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##### Table of Contents



TABLE OF CONTENTS
 PART I Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Operations
    
    
    4Consolidated Statement of Changes in Stockholders Equity
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    23PART II Other InformationItem 1.Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    24Exhibits
    
    
    25Certification of Principal Executive Officer Pursuant to Section 302Certification of Principal Financial Officer Pursuant to Section 302Certifications Pursuant to Section 906
 2




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INFINITY ENERGY RESOURCES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
  March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    213
    
    
    $
    872Accounts receivable
    
    
    1,158
    
    
    
    1,511Prepaid expenses and other
    
    
    373
    
    
    
    719Prepaid severance taxes
    
    
    706
    
    
    
    609Total current assets
    
    
    2,450
    
    
    
    3,711Property and equipment, at cost, net of accumulated depreciation
    
    
    80
    
    
    
    94Oil and gas properties, using full cost accounting, net of
accumulated depreciation, depletion and amortization and
ceiling write-down:Proved
    
    
    25,733
    
    
    
    24,581Unproved
    
    
    27,917
    
    
    
    26,803Intangible assets, at cost, net of accumulated amortization
    
    
    810
    
    
    
    59Other assets, net
    
    
    1,084
    
    
    
    1,056Total assets
    
    $
    58,074
    
    
    $
    56,304LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Note payable
    
    $
    36
    
    
    $
    48Accounts payable
    
    
    2,098
    
    
    
    7,832Accrued liabilities
    
    
    2,674
    
    
    
    2,775Current portion of asset retirement obligations
    
    
    636
    
    
    
    466Total current liabilities
    
    
    5,444
    
    
    
    11,121Long-term liabilities:Production taxes payable and other
    
    
    485
    
    
    
    535Asset retirement obligations, less current portion
    
    
    1,001
    
    
    
    1,136Derivative liabilities
    
    
    7,056
    
    
    
    5,895Long-term debt
    
    
    10,000
    
    
    
    Total liabilities
    
    
    23,986
    
    
    
    18,687Commitments and contingenciesStockholders equity:Preferred stock, par value $.0001, authorized 10,000,000
shares, issued and outstanding -0- (2007) and -0- (2006) shares
    
    
    
    
    
    
    Common stock, par value $.0001, authorized 75,000,000
shares, issued and outstanding 17,871,157 (2007) and
17,866,157 (2006) shares
    
    
    2
    
    
    
    2Additional paid-in-capital
    
    
    78,626
    
    
    
    78,303Accumulated other comprehensive income
    
    
    46
    
    
    
    118Accumulated deficit
    
    
    (44,586
    )
    
    
    (40,806
    )Total stockholders equity
    
    
    34,088
    
    
    
    37,617Total liabilities and stockholders equity
    
    $
    58,074
    
    
    $
    56,304
  3




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INFINITY ENERGY RESOURCES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 (in thousands, except per share data)
 For the Three MonthsEnded March 31,2007
    
    
    2006RevenueOil and gas sales
    
    $
    2,099
    
    
    $
    2,364Operating expensesOil and gas production expenses
    
    
    2,058
    
    
    
    1,143Oil and gas production taxes
    
    
    135
    
    
    
    201General and administrative expenses
    
    
    964
    
    
    
    782Depreciation, depletion, amortization and accretion
    
    
    1,133
    
    
    
    1,285Ceiling write-down of oil and gas properties
    
    
    
    
    
    
    9,100Operating loss
    
    
    (2,191
    )
    
    
    (10,147
    )Other income (expense)Financing costs:Interest expense, net of capitalization
    
    
    
    
    
    
    (773
    )Amortization of loan discount and costs, net
    
    
    
    
    
    
    (440
    )Early extinguishment of debt
    
    
    
    
    
    
    (122
    )Change in derivative fair value
    
    
    (1,574
    )
    
    
    (3,460
    )Other
    
    
    (15
    )
    
    
    244Total other expense
    
    
    (1,589
    )
    
    
    (4,551
    )Net loss from continuing operations
    
    
    (3,780
    )
    
    
    (14,698
    )Income from discontinued operations
    
    
    
    
    
    
    3,393Net loss
    
    $
    (3,780
    )
    
    $
    (11,305
    )Basic and diluted net loss loss per share:Net loss from continuing operations
    
    $
    (0.21
    )
    
    $
    (1.06
    )Income from discontinued operations
    
    
    
    
    
    
    0.24Net loss
    
    $
    (0.21
    )
    
    $
    (0.82
    )Weighted average shares outstanding (basic and diluted)
    
    
    17,871
    
    
    
    13,824
  4




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INFINITY ENERGY RESOURCES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 (UNAUDITED)
  Additional
    
    
    
    
    
    
    Accumulated Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    EquityBalance, December 31, 2006
    
    
    17,866,157
    
    
    $
    2
    
    
    $
    78,303
    
    
    $
    (40,806
    )
    
    $
    118
    
    
    $
    37,617Issuance of common stock
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    323
    
    
    
    
    
    
    
    
    
    
    
    323Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,780
    )
    
    
    (3,780
    )
    
    
    (3,780
    )Reclassifications
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (72
    )
    
    
    (72
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (3,852
    )Balance, March 31, 2007
    
    
    17,871,157
    
    
    $
    2
    
    
    $
    78,626
    
    
    $
    (44,586
    )
    
    $
    46
    
    
    $
    34,088
  5




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INFINITY ENERGY RESOURCES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
  For the Three MonthsEnded March 31,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (3,780
    )
    
    $
    (11,305
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation, depletion, amortization and accretion
    
    
    1,133
    
    
    
    1,564Ceiling write-down of oil and gas properties
    
    
    
    
    
    
    9,100Amortization of loan discount and costs
    
    
    
    
    
    
    440Non-cash early extinguishment of debt
    
    
    
    
    
    
    122Current interest expense settled by stock issuance, net of amounts capitalized
    
    
    
    
    
    
    37Non-cash stock-based compensation expense
    
    
    323
    
    
    
    Change in fair value of derivative instruments
    
    
    109
    
    
    
    3,460Unrealized loss on commodity derivative instruments
    
    
    1,532
    
    
    
    57Gain on sales of assets
    
    
    
    
    
    
    (294
    )Change in operating assets and liabilities:Decrease in accounts receivable
    
    
    352
    
    
    
    6(Increase) decrease in prepaid expenses and other
    
    
    (102
    )
    
    
    104Increase (decrease) in accounts payable and accrued liabilities
    
    
    (3,880
    )
    
    
    356Net cash (used in) provided by operating activities
    
    
    (4,313
    )
    
    
    3,647Cash flows from investing activities:Capital expenditures  exploration and production
    
    
    (5,469
    )
    
    
    (11,204
    )Capital expenditures  oilfield services
    
    
    
    
    
    
    (1,816
    )Proceeds from sale of fixed assets  corporate
    
    
    
    
    
    
    62Increase in other assets
    
    
    
    
    
    
    (54
    )Net cash used in investing activities
    
    
    (5,469
    )
    
    
    (13,012
    )Cash flows from financing activities:Net proceeds from borrowings on long-term debt
    
    
    10,000
    
    
    
    8,000Proceeds from issuance of common stock
    
    
    
    
    
    
    22Debt and equity issuance costs
    
    
    (865
    )
    
    
    (313
    )Repayment of notes payable
    
    
    (12
    )
    
    
    (168
    )Net cash provided by financing activities
    
    
    9,123
    
    
    
    7,541Net decrease in cash and cash equivalents
    
    
    (659
    )
    
    
    (1,824
    )Cash and cash equivalents, beginning of period
    
    
    872
    
    
    
    7,942Cash and cash equivalents, end of period
    
    $
    213
    
    
    $
    6,118
  6




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INFINITY ENERGY RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies
 Nature of Operations
  Basis of Presentation
    Management Estimates
  Oil and Gas Properties
  7




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As ofMarch 31,
    
    
    December 31,2007
    
    
    2006(in thousands)Proved oil and gas properties
    
    $
    104,166
    
    
    $
    101,920Unproved oil and gas properties
    
    
    27,917
    
    
    
    26,803Total
    
    
    132,083
    
    
    
    128,723Less accumulated depreciation, depletion, amortization and ceiling write-downs
    
    
    (78,433
    )
    
    
    (77,339
    )Net capitalized costs
    
    $
    53,650
    
    
    $
    51,384
 Derivative Instruments
 Accounting for Derivative Instruments
and Hedging Activities
  8




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Income Taxes
  Comprehensive Income (Loss)
  Prepaid Severance Taxes
  Other Assets, Net
  Asset Retirement Obligations
 Accounting for Asset Retirement Obligations
 2007
    
    
    2006(in thousands)Asset retirement obligations at beginning of period
    
    $
    1,602
    
    
    $
    1,413Accretion expense
    
    
    24
    
    
    
    28Liabilities incurred
    
    
    11
    
    
    
    10Liabilities settled
    
    
    
    
    
    
    Revisions of estimates
    
    
    
    
    
    
    Asset retirement obligations at end of period
    
    
    1,637
    
    
    
    1,451Less: current portion of asset retirement obligations
    
    
    (636
    )
    
    
    (288
    )Asset retirement obligations, less current portion
    
    $
    1,001
    
    
    $
    1,163
 9




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Capitalized Interest
  Intangible Assets
  Fair Value of Financial Instruments
  Earnings Per Share
  Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an Interpretation of FASB
Statement No. 109
 Fair Value Measurements
 Accounting for
Registration Payment Arrangements
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Accounting for Contingencies Accounting for Derivative Instruments and Hedging
Activities Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others
 The Fair Value Option for Financial Assets
and Financial Liabilities  including an amendment of FASB Statement No. 115
 Note 2 Debt
  As ofMarch 31,
    
    
    December 31,2007
    
    
    2006(in thousands)Revolving Credit Facility
    
    $
    10,000
    
    
    $
    Other
    
    
    36
    
    
    
    4810,036
    
    
    
    48Less current portion
    
    
    (36
    )
    
    
    (48
    )Long-term debt
    
    $
    10,000
    
    
    $
    
 Revolving Credit Facility
  Senior Secured Notes Facility
  11




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Note 3  Stock Options
 Share-Based Payment
 Options Under Employee Option Plans
   Three Months Ended March 31,2007
    
    2006Expected term (in years)
    
    
    5.5
    
    
    
    n/aExpected stock price volatility
    
    
    55
    %
    
    
    n/aExpected dividends
    
    
    
    
    
    
    Risk-free rate
    
    
    4.66
    %
    
    
    n/aForfeiture rate
    
    
    50
    %
    
    
    
  Weighted Average
    
    
    Aggregate
    
    
    Weighted AverageExercise
    
    
    Intrinsic Value
    
    
    RemainingNumber of Options
    
    
    Price Per Share
    
    
    (in thousands)
    
    
    Contractual TermOutstanding at January 1, 2007
    
    
    1,021,000
    
    
    $
    6.58Granted
    
    
    40,000
    
    
    
    3.18Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (129,000
    )
    
    
    6.44Outstanding at March 31, 2007
    
    
    932,000
    
    
    
    6.45
    
    
    $
    
    
    
    7.8 yearsExercisable at March 31, 2007
    
    
    607,000
    
    
    
    6.80
    
    
    $
    
    
    
    7.0  years
 12




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Note 4  Derivative Instruments
 Commodity Derivatives
  NYMEX
    
    NYMEX
    
    NYMEXTerm of Arrangements
    
    Bbls per Day
    
    Swap Price
    
    Floor Price
    
    Ceiling PriceApril 1, 2007  June 30, 2007
    
    
    50
    
    
    
    
    
    
    $
    57.50
    
    
    $
    77.50April 1, 2007  September 30, 2007
    
    
    50
    
    
    
    
    
    
    $
    60.00
    
    
    $
    85.50July 1, 2007  December 31, 2007
    
    
    50
    
    
    
    
    
    
    $
    62.50
    
    
    $
    87.00October 1, 2007  March 31, 2008
    
    
    50
    
    
    
    
    
    
    $
    62.00
    
    
    $
    85.60April 1, 2008  December 31, 2008
    
    
    65
    
    
    $
    57.40January 1, 2009  December 31, 2009
    
    
    55
    
    
    $
    57.95January 1, 2010  December 31, 2010
    
    
    50
    
    
    $
    58.90
  MMBtu
    
    WAHA
    
    WAHA
    
    WAHATerm of Arrangements
    
    per Day
    
    Swap Price
    
    Floor Price
    
    Ceiling PriceApril 1, 2007  June 30, 2007
    
    
    1,000
    
    
    
    
    
    
    $
    6.00
    
    
    $
    10.55July 1, 2007  September 30, 2007
    
    
    1,000
    
    
    
    
    
    
    $
    6.50
    
    
    $
    10.20October 1, 2007  December 31, 2007
    
    
    1,000
    
    
    $
    6.915January 1, 2008  December 31, 2008
    
    
    800
    
    
    $
    7.235January 1, 2009  December 31, 2009
    
    
    600
    
    
    $
    7.170January 1, 2010  December 31, 2010
    
    
    500
    
    
    $
    6.865
 MMBtu
    
    CIG - RMTerm of Arrangement
    
    per Day
    
    Swap PriceApril 1, 2007  December 31, 2007
    
    
    600
    
    
    $
    5.200January 1, 2008  December 31, 2008
    
    
    400
    
    
    $
    6.475January 1, 2009  December 31, 2009
    
    
    400
    
    
    $
    6.810January 1, 2010  December 31, 2010
    
    
    300
    
    
    $
    6.565
  13




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Other Derivatives
  Note 5  Commitments and Contingencies
 Delivery Commitments
  14




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    FORWARD-LOOKING STATEMENTS
  
    
    Infinitys business strategy and anticipated trends in Infinitys business and its future results of operations;
    
    the ability of Infinity to make and integrate acquisitions;
    
    the financing of exploration and development operations for our offshore Nicaragua property;
    
    commencement and progress of exploration, drilling and completion activities;
    
    availability of drilling rigs, completion services and other support equipment;
    
    the connection of Infinitys wells to third party pipeline systems;
    
    the costs and results of dewatering operations, including drilling water disposal wells;
    
    the abandonment of wells and the costs associated therewith;
    
    the availability of financing on acceptable terms;
    
    the impact of governmental regulation;
    
    the timing of engineering and environmental impact studies and permitting;
    
    title to assets and related liens and encumbrances;
    
    receipt of sufficient rights-of-way grants and permits to operate our business; and
    
    the impact of cash flows on future operations.
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
    
    fluctuations in oil and natural gas prices and production;
    
    hedging transactions may limit our potential gains or expose us to losses;
    
    inaccurate estimations of required capital expenditures;
    
    covenants and debt service obligations may adversely affect our cash flow and our ability to raise capital;
    
    uncertainties inherent in estimating quantities of oil and gas reserves and
projecting future rates of production and timing of development activities;
    
    operating hazards could result in substantial losses against which we may not be insured;
    
    an increase in the cost of oil and gas drilling, completion and production and in materials, fuel and labor costs;
    
    the availability, conditions and timing of required government approvals and third party financing;
    
    a decline in demand for Infinitys oil and gas production; and
    
    changes in general economic conditions.
 2007 Operational and Financial Objectives
 Exploration and Production
    
    
    The availability of the capital resources required to fund the activity;
    
    The availability of third party contractors for drilling rigs and completion services
(although the Company has one rig under contract and operating in Texas); and
    
    The approval by regulatory agencies of applications for permits to conduct exploration
activities in a timely manner.
 Corporate Activities
  16




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Overview of Exploration and Production Activity
     For the ThreeMonths EndedMarch 31,2007
    
    2006Production:Natural gas (MMcf)
    
    
    229.0
    
    
    
    207.0Crude oil (thousands of barrels)
    
    
    13.5
    
    
    
    18.8Total (MMcfe)
    
    
    310.0
    
    
    
    319.5Financial Data (thousands of dollars):Total revenue
    
    $
    2,099
    
    
    $
    2,364Production expenses
    
    
    2,058
    
    
    
    1,143Production taxes
    
    
    135
    
    
    
    201Financial Data per Unit ($  per Mcfe):Total revenue
    
    $
    6.77
    
    
    $
    7.40Production expenses
    
    
    6.64
    
    
    
    3.58Production taxes
    
    
    0.44
    
    
    
    0.63
 Results of operations for the three months ended March 31, 2007 compared to the three months ended
March 31, 2006
 Net Income (Loss)
  Revenue
  17




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Production expenses and taxes
  General and Administrative Expenses
  Depreciation, Depletion, Amortization and Accretion
  Ceiling Write-Down
  Other Income (Expense)
  Income Tax
  Discontinued Operations
  18




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Liquidity and Capital Resources
         Outlook for 2007
   19




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Critical Accounting Policies and Estimates
  
    
    Reserve estimates,
    
    Unproved properties,
    
    Fair value of derivatives,
    
    Asset retirement obligations,
    
    Valuation of tax asset, and
    
    Oil and gas properties, depreciation and full cost ceiling test.
 Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an Interpretation of FASB
Statement No. 109
 Fair Value Measurements
 20




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Accounting for
Registration Payment Arrangements Accounting for
Contingencies Accounting for Derivative
Instruments and Hedging Activities Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others
 The Fair Value Option for Financial Assets
and Financial Liabilities  including an amendment of FASB Statement No. 115
 21




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 Commodity Risk
    NYMEX
    
    NYMEX
    
    NYMEXTerm of Arrangements
    
    Bbls per Day
    
    Swap Price
    
    Floor Price
    
    Ceiling PriceApril 1, 2007  June 30, 2007
    
    
    50
    
    
    
    
    
    
    $
    57.50
    
    
    $
    77.50April 1, 2007  September 30, 2007
    
    
    50
    
    
    
    
    
    
    $
    60.00
    
    
    $
    85.50July 1, 2007  December 31, 2007
    
    
    50
    
    
    
    
    
    
    $
    62.50
    
    
    $
    87.00October 1, 2007  March 31, 2008
    
    
    50
    
    
    
    
    
    
    $
    62.00
    
    
    $
    85.60April 1, 2008  December 31, 2008
    
    
    65
    
    
    $
    57.40January 1, 2009  December 31, 2009
    
    
    55
    
    
    $
    57.95January 1, 2010  December 31, 2010
    
    
    50
    
    
    $
    58.90
  MMBtu
    
    WAHA
    
    WAHA
    
    WAHATerm of Arrangements
    
    per Day
    
    Swap Price
    
    Floor Price
    
    Ceiling PriceApril 1, 2007  June 30, 2007
    
    
    1,000
    
    
    
    
    
    
    $
    6.00
    
    
    $
    10.55July 1, 2007  September 30, 2007
    
    
    1,000
    
    
    
    
    
    
    $
    6.50
    
    
    $
    10.20October 1, 2007  December 31, 2007
    
    
    1,000
    
    
    $
    6.915January 1, 2008  December 31, 2008
    
    
    800
    
    
    $
    7.235January 1, 2009  December 31, 2009
    
    
    600
    
    
    $
    7.170January 1, 2010  December 31, 2010
    
    
    500
    
    
    $
    6.865
 MMBtu
    
    CIG - RMTerm of Arrangement
    
    per Day
    
    Swap PriceApril 1, 2007  December 31, 2007
    
    
    600
    
    
    $
    5.200January 1, 2008  December 31, 2008
    
    
    400
    
    
    $
    6.475January 1, 2009  December 31, 2009
    
    
    400
    
    
    $
    6.810January 1, 2010  December 31, 2010
    
    
    300
    
    
    $
    6.565
 Interest Rate Risk
  22




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
  
 PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
1350 (Section 906 of the Sarbanes-Oxley Act)
 23




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##### Table of Contents



SIGNATURES
  Signature
    
    Capacity
    
    Date/s/
Stanton E. Ross
    
    Chief Executive Officer
    
    May 9, 2007Stanton E. Ross
    
    (Principal
Executive Officer)/s/
James A. Tuell
    
    President, Chief Operating Officer
    
    May 9, 2007James A. Tuell
    
    (Principal
Financial and Accounting Officer)
 24




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##### Table of Contents



Index of Exhibits
 31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
1350 (Section 906 of the Sarbanes-Oxley Act)
 25