UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 10-Q x
QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September
 30, 2008oro
TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTFor the transition period
from                    to                    . Commission file number: 0-15586 U.S. Neurosurgical, Inc.(Exact name of
registrant as specified in its charter) Delaware
52-1842411(State
 of other jurisdiction of
(I.R.S.
 Employerincorporation
 or organization)
Identification
 No.) 2400 Research Blvd, Suite 325, Rockville,
Maryland 20850(Address of
principal executive offices) (301) 208-8998(Registrants
telephone number) Not Applicable(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 Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.      Yes x          No
o Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. 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
Smaller
 reporting company x Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange
Act).          Yes o          No
x    TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
3Item 1. Financial Statements
3Item 2. Management Discussion and Analysis
 of Financial Condition and Results of Operations
9Item 3. Quantitative and Qualitative
 Disclosures About Market Risk
12Item 4T. Controls and Procedures
12PART II - OTHER
 INFORMATION
15Item 1. Legal Proceedings
15Item 2. Unregistered Sales of Equity
 Securities and Use of Proceeds
15Item 3. Defaults Upon Senior Securities
15Item 4. Submission of Matters to a Vote of
 Security Holders
15Item 5. Other Information
16Item 6. Exhibits
16SIGNATURES
172

PART I - FINANCIAL
INFORMATION

Item 1. Financial Statements

PART 1 - FINANCIAL INFORMATION
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

September 30,

December 31,2008

2007ASSETSCurrent assets:Cash and cash
equivalents

$
593,000

$
372,000Accounts
receivable (net of allowance for doubtful accounts of $36,000
 in 2008 and 2007)


50,000


96,000Accounts
receivable-stockholder


62,000


45,000Other current
assets


62,000


52,000Total current
assets


767,000


565,000Gamma Knife (net of accumulated
depreciation of $5,667,000 in 2008 and
 $5,242,000 in 2007)


1,333,000


1,758,000Leasehold improvements (net of
accumulated amortization of $1,801,000
 in 2008 and $1,771,000 in 2007)


240,000


266,000Total property
and equipment


1,573,000


2,024,000Cash held in escrow


52,000


52,000TOTAL

$
2,392,000

$
2,641,000LIABILITIES AND
STOCKHOLDERS EQUITYCurrent liabilities:Accounts
payable and accrued expenses

$
80,000

$
69,000Obligations
under capital lease and loans payable- current portion


464,000


434,000Total current
liabilities


544,000


503,000Obligations under capital lease
and loans payable-net of current
 portion


824,000


1,177,000Asset retirement
obligations


200,000


200,000Total
liabilities


1,568,000


1,880,000Stockholders
equity:Common
stock


77,000


77,000Additional
paid-in capital


3,097,000


3,097,000Accumulated
deficit


(2,350,000
)

(2,413,000
)Total
stockholders equity


824,000


761,000TOTAL

$
2,392,000

$
2,641,000The accompanying notes to financial statements are an integral part
hereof.

3

U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
 September 30,2008

2007Revenue:Patient
revenue

$
497,000

$
376,000Expenses:Patient
expenses


148,000


132,000Selling,
general and administrative


239,000


182,000Total


387,000


314,000Operating income


110,000


62,000Interest expense


(31,000
)

(41,000
)Interest income


3,000


3,000Other income





3,000Income before income
taxes


82,000


27,000Income tax expense





(1,000
)Net income

$
82,000

$
26,000Basic and diluted net income per
share

$
0.01

$
0.00Weighted average common shares
outstanding


7,697,185


7,697,185The accompanying notes to financial statements are an integral part
hereof.

4

U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

Nine Months Ended
 September 30,2008

2007Revenue:Patient
revenue

$
1,422,000

$
1,230,000Expenses:Patient
expenses


525,000


597,000Selling,
general and administrative


745,000


815,000Total


1,270,000


1,412,000Operating income (loss)


152,000


(182,000
)Interest expense


(99,000
)

(130,000
)Interest income


9,000


9,000Other income





3,000Income (loss) before income
 taxes


62,000


(300,000
)Income tax expense





(1,000
)Net income (loss)

$
62,000

$
(301,000
)Basic and diluted net
 income (loss) per share

$
0.01

$
(0.04
)Weighted average common
 shares outstanding


7,697,185


7,697,185The accompanying notes to financial statements are an integral part
hereof.

5

U.S. NEUROSURGICAL, INC. AND SUBSIDIARY 
CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
 September 30,2008

2007Cash flows from operating
 activities:Income (loss)
from continuing operations

$
62,000

$
(301,000
)Adjustments to
reconcile net income (loss) to net cash (used in)
 provided by operating activities:Depreciation
and amortization


452,000


480,000Deferred income
taxesChanges
in:Accounts
receivable


29,000


126,000Other current
assets


(10,000
)

11,000Accounts
payable and accrued expenses


11,000


(3,000
)Net cash
provided by operating activities


544,000


313,000Cash flows from investing
 activities:Investment in
unconsolidated entities





(19,000
)Increase in
cash held in escrow





62,000Net cash (used
in) provided by investing activities





43,000Cash flows from financing
 activities:Repayment of
capital lease obligations and loans payable


(323,000
)

(365,000
)Net cash used
in financing activities


(323,000
)

(365,000
)Net increase (decrease) in
 cash and cash equivalents


221,000


(9,000
)Cash and cash equivalents -
 beginning of period


372,000


297,000CASH AND
 CASH EQUIVALENTS - END OF PERIOD

$
593,000

$
288,000Supplemental disclosures of
 cash flow information:Cash paid
forInterest

$
99,000

$
130,000The accompanying notes to financial statements are an integral part
hereof.

6

U.S. NEUROSURGICAL, INC. AND SUBSIDIARIES 
NOTES TO FINANCIAL STATEMENTS

Note A - Basis of Preparation

The
accompanying financial statements at September 30, 2008, and for the three
months and nine months ended September 30, 2008 and 2007, are unaudited.
However, in the opinion of management, such statements include all adjustments
necessary for a fair statement of the information presented therein. The
balance sheet at December 31, 2007 has been derived from the audited financial
statements at that date appearing in the Companys Annual Report on Form
10-KSB.

Pursuant to
accounting requirements of the Securities and Exchange Commission applicable to
quarterly reports on Form 10-Q, the accompanying financial statements and notes
do not include all disclosures required by accounting principles generally
accepted in the United States of America for complete financial statements.
Accordingly, these statements should be read in conjunction with the Companys
most recent annual financial statements.

Results of
operations for interim periods are not necessarily indicative of those to be
achieved for full fiscal years.

Note B  Uncertainties

In May
of
2007, the Company filed a lawsuit against Research Medical Center (RMC) in
the Circuit Court of Jackson County, Missouri. RMC is the hospital in Kansas
City where the Companys Kansas City center is located and to which USN
provides Gamma Knife Services on a cost per treatment basis. The litigation
involves the Companys claims for additional reimbursement from RMC under the
Gamma Knife Neuroradiosurgery Equipment Agreement of December 29, 1993 between
USN and RMC. On July 3, 2008, following the trial at the Circuit Court, the
jury found in favor of USN and assessed damages at $1,919,124. The Circuit
Court ordered that judgment be entered in favor of the Company in that amount.
The defendant retains the right to request a new trial and a right to appeal
the verdict. USN expects that the defendant will pursue those rights, so the
prospect for payment of any amounts to the Company remain uncertain. In view of
these remaining uncertainties, no amounts with respect to the above damages
award have been accrued by the Company.

Primarily
due to decreased patient procedures in recent periods at the Kansas City
center, the Company has incurred operating losses which have contributed to a
substantial reduction in its working capital. The Company experienced net after
tax losses of $335,000 for the year ended December 31, 2007 and $383,000 for
the year ended December 31, 2006.

7

The
Companys management is taking steps to improve profitability and overcome the
negative effects of recent reductions in working capital. In recent quarters, 7
the Company has been successful in reducing maintenance expenses and insurance
costs. Working capital increased to $223,000 at September 30, 2008 and the
Company reported net income of $62,000 for the fist nine months of 2008.

While
the
Company can not be certain of the effects of these and other measures on long
term profitability, management believes such changes will improve its liquidity
and will be sufficient to preserve adequate amounts of cash to meet the
Companys needs for operating expenses and debt (and lease) service
requirements for the next year.

Note C  New Gamma Knife Center

During
2007, the Company undertook the formation of a new Gamma Knife center at San
Antonio Community Hospital in Upland, California. The Company will participate
in the ownership and operation of the center through its wholly-owned
subsidiary, USN Corona, Inc. (USNC). Corona Gamma Knife, LLC (CGK) is party
to a 14-year agreement with the San Antonio Community Hospital to renovate
space in the hospital and install and operate a Leksell Perfexion Gamma Knife.
CGK will lease the Gamma Knife from Neuropartners LLC, which will purchase the
Gamma Knife equipment. USNC is a 27% owner of CGK and a 20% owner of
Neuropartners LLC. Construction of the project is underway and the Company
expects to open the center in December of 2008. The project has been funded
principally by outside investors, and USNs investment to date in these two
entities has been minimal.

8

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

Critical Accounting Policies

The
condensed financial statements of U.S. Neurosurgical, Inc. (USN or the
Company) have been prepared in accordance with accounting principles
generally accepted in the United States of America. As such, some accounting
policies have a significant impact on amounts reported in the financial
statements. A summary of those significant accounting policies can be found in
our 2007 Annual Report on Form 10-KSB, filed, in the Notes to the Financial
Statements, Note B. In particular, judgment is used in areas such as
determining the allowance for doubtful accounts and asset impairments.

The
following discussion and analysis provides information which the Companys
management believes is relevant to an assessment and understanding of the
Companys results of operations and financial condition. This discussion should
be read in conjunction with the consolidated financial statements and notes
there to appearing elsewhere herein.

Results of Operation

Three Months Ended September 30, 2008
Compared to Three Months Ended September 30, 2007

Patient
revenue increased 32% to $497,000 in the quarter ended September 30, 2008 from
$376,000 for the quarter ended September 30, 2007. This increase in patient
revenue was largely due to the increase in the number of procedures performed
at the Companys New York center during the third quarter of 2008 as compared
to the same period a year ago. Patient expenses increased 12% to $148,000 for the
third quarter of 2008 compared to $132,000 in the same period a year ago.
Selling, general and administrative expense increased 31% to $239,000 for the
quarter ended September 30, 2008 from $182,000 in the comparable period in
2007. This relative increase over the 2007 period was largely due to the fact
that the Companys Chief Executive Officer agreed to take a salary reduction in
the later part of 2007 in view of the losses that the Company was experiencing
at the time. Interest expense decreased 24% to $31,000 from $41,000 in the same
period a year earlier. This was due primarily to the fact that the Gamma Knife
assets at the New York center were not under a financing arrangement during the
third quarter of 2008. For the quarter ended September 30, 2008, the Company
reported net income of $82,000 as compared to net income of $26,000 for the
same period a year earlier, an increase of 215%. This increase in net income
resulted primarily from the increase in procedures at the New York center
compared to the prior period as noted above.

9

Nine Months Ended September 30, 2008 Compared
to Nine Months Ended September 30, 2007

For the
nine months ended September 30, 2008, patient revenue increased 16% to
$1,422,000 from $1,230,000 for the same period a year earlier. This increase
was due to the increase in overall patient procedures at both the New York and
Kansas City centers for the period in question. Patient expenses for the nine
months ended September 30, 2008 decreased 12% to $525,000 from $597,000 in the
same period a year ago. Even though patient procedures increased for the
period, the cost of owning, operating and maintaining the Gamma Knives are
generally fixed, and this period-over-period decrease in patient expenses was
due largely to a restructuring of the maintenance arrangements for the
Companys Gamma Knives which took place in mid-2007. Selling, general and
administrative expense decreased 9% to $745,000 for the nine months ended
September 30, 2008 from $815,000 in the comparable period a year ago. This
decrease was due to decreases in amortization expense and insurance costs for
the period in question. Interest expense in the first nine months of 2008
decreased 24% to $99,000 from the $130,000 reported in the same period a year
ago. This was due primarily to the fact that the Gamma Knife assets at the New
York center were not under a financing arrangement at any point during the
first nine months of 2008. For the nine months ended September 30, 2008, the
Company reported net income of $62,000 as compared to a net loss of $300,000
for the same period a year earlier. This reduction in net loss resulted from
the increase in patient procedures for the first nine months of 2008 as
compared to the prior period, as well as the expense reductions discussed
above.

Liquidity and Capital Resources

At
June 30,
2008 the Company had working capital of $223,000 as compared to working capital
of $62,000 at December 31, 2007. Cash and cash equivalents at June 30, 2008
were $593,000 as compared with $372,000 at December 31, 2007.

Net
cash
provided by operating activities for the nine months ended September 30, 2008
was $544,000 as compared to $313,000 for the same period a year earlier.
Depreciation and amortization was $452,000 for the nine months ended September
30, 2008, as compared with $480,000 the first nine months of 2007.

The
Company
paid $323,000 towards its lease obligations during the nine months ended
September 30, 2008 as compared to $365,000 in the same period a year ago. With
our current cash position, and continued collection on our accounts receivable,
the Company believes that its cash position will be sufficient to support
operations for at least the next twelve months.

Risk Factors

We
desire to
take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The following factors, as well as the factors

10

listed under the caption Risk Factors in our Form
10-KSB for the
fiscal year ended December 31, 2007, have affected or could affect our actual
results and could cause such results to differ materially from those expressed
in any forward-looking statements made by us. Investors should carefully
consider these risks and speculative factors inherent in and affecting our
business and an investment in our common stock.

Operating
Losses. We have experienced significant operating
losses in recent periods and may continue to do so in the future. We reported a
net loss of $335,000 for the year ended December 31, 2007. While the Company is
taking steps to improve profitability, and it did operate with a slight profit
the first nine month of 2008, it is possible that the Company will experience
material losses in the future periods.

Availability
of Working Capital. To date, we have earned sufficient
income from operations to fund periodic operating losses and support efforts to
pursue new Gamma Knife centers. If losses continue, we will be required to seek
additional capital to support continued operations and the development of new
centers, but we cannot assure you, however, that we will be able to raise such
additional capital as and when required.

Disclosure Regarding Forward Looking Statements

The
Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand a companys
future prospects and make informed investment decisions. This document contains
such forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, particularly statements anticipating future
growth in revenues and cash flow. Words such as anticipates, estimates,
expects, projects, intends, plans, believes, will be,
will
continue, will likely result, and words and terms of similar substance used
in connection with any discussion of future operating or financial performance
identify such forward-looking statements. Those forward-looking statements are
based on managements present expectations about future events. As with any
projection or forecast, they are inherently susceptible to uncertainty and
changes in circumstances, and the Company is under no obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of such changes, new information, future events
or otherwise.

The Company
operates in a highly competitive and rapidly changing environment and business
segments that are dependent on our ability to: achieve profitability; increase
revenues; sustain our current level of operation; introduce on a timely basis
new products; maintain satisfactory relations with our customers; attract and
retain key personnel; maintain and expand our strategic alliances; and protect
our know-how. The Companys actual results could differ materially from
managements expectations because of changes in such factors. New risk factors
can arise and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on the Companys
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction
of actual results.

11

Investors
should also be aware that while the Company might, from time to time,
communicate with securities analysts, it is against the Companys policy to
disclose to them any material non-public information or other confidential
commercial information. Accordingly, investors should not assume that the
Company agrees with any statement or report issued by any analyst irrespective
of the content of the statement or report. Furthermore, the Company has a
policy against issuing or confirming financial forecasts or projections issued
by others. Thus, to the extent that reports issued by securities analysts or
others contain any projections, forecasts or opinions, such reports are not the
responsibility of the Company.

In
addition, the Companys overall financial strategy, including growth in
operations, maintaining financial ratios and strengthening the balance sheet,
could be adversely affected by increased interest rates, failure to meet
earnings expectations, significant acquisitions or other transactions, economic
slowdowns and changes in the Companys plans, strategies and intentions.

Item 3. Quantitative and Qualitative
Disclosures About Market Risk.

Not
applicable.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We
maintain
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Companys reports under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is
accumulated and communicated to our management, as appropriate, to allow timely
decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. We do realize
that we are a very small company and as a small company with only the officers
and directors participating in the day to day management, with the ability to
override controls, each officer and director has multiple positions and
responsibilities that would normally be distributed among several employees in
larger organizations with adequate segregation of duties to ensure the
appropriate checks and balances. Because the Company does not currently have a
separate chief financial officer, the Chief Executive Officer performs these
functions with the support of one of the Companys outside directors who
assists in the reporting and disclosure process (the Lead Director).

Our
management evaluated the effectiveness of the design and operation of the
Companys disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the
end of the

12

period covered by this report. Based upon that evaluation
(including an
evaluation of the updated procedures described above) the Companys Chief
Executive Officer concluded that the Companys disclosure controls and
procedures were effective as of the end of the period covered by this report
for the information required to be disclosed by the Company in the reports it
files or submits under the Securities Exchange Act of 1934, as amended, to be
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms.

Internal Control over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934). Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. The Companys internal control over financial
reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable
detail,
 accurately and fairly reflect the transactions and dispositions of the assets
 of the Company;(ii) provide reasonable assurance that transactions are recorded as
 necessary to permit preparation of financial statements in accordance with
 U.S. generally accepted accounting principles, and that receipts and
 expenditures of the Company are being made only in accordance with
 authorizations of management and directors of the Company; and(iii) provide reasonable assurance regarding prevention or timely
 detection of unauthorized acquisition, use or disposition of the Companys
 assets that could have a material effect on the financial statements.Because of
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.

Changes in Internal Control over Financial Reporting

As
described in Item 8A(T) of our Form 10-KSB for the fiscal year ended December
31, 2007, management has identified the following material weaknesses in the
Companys internal control over financial reporting as of December 31, 2007:
(1) the Company did not maintain a sufficient complement of personnel with the
appropriate level of knowledge, experience and training in the application of
GAAP and in internal controls over financial reporting commensurate with its
financial reporting requirements, (2) the Company did not maintain effective
controls over the determination and reporting of its income tax payable,
deferred income tax assets and liabilities, the related valuation allowances
and income tax expenses. Specifically, effective controls were not designed and
in place to ensure that management maintained the appropriate level of
personnel resources with an adequate experience and expertise in the area of
GAAP accounting for

13

income taxes. These material weaknesses contributed to control
deficiencies, as well as audit adjustments to the 2007 annual consolidated
financial statements in the financial reporting and close process. As described
in Item 8A(T) of our Form 10-KSB for the fiscal year ended December 31, 2007,
management has taken steps to remediate the control deficiencies noted above
through the use of additional outside contractors with the requisite experience
and expertise in GAAP accounting.

Other than as described above, there have not been any changes in
the
Companys internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter
ended December 31, 2007 that have materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting.

14

PART II -
OTHER INFORMATION

Item 1. Legal Proceedings

During
2007, USN instituted a lawsuit against Midwest Division  RMC LLC, in the
Circuit Court of Jackson County, Missouri seeking damages against the defendant
as successor to USNs agreement with RMC relating to the Kansas City Gamma
Knife center. This lawsuit arose out of USNs agreement with RMC, executed in
December 1993. In the course of an audit, USN discovered that the defendant had
failed to make proper payments to USN under that agreement. USN sought to
recover amounts representing such underpayments.

On
July 3,
2008, following the trial at the Circuit Court, the jury found in favor of USN
and assessed damages at $1,919,124. The Circuit Court ordered that judgment be
entered in favor of the Company in that amount. The defendant retains the right
to request a new trial and a right to appeal the verdict. USN expects that the
defendant will pursue those rights, so the prospect for payment of any amounts
to the Company remain uncertain.

Patients
continue to receive treatment at the Kansas City center, but payments for those
treatments are being calculated by RMC according to the method that USN has
contested, and which is the subject of the lawsuit. Management believes that
the only issue is the extent to which USN will benefit through this lawsuit
with respect to prior periods.

Although
patients continue to be treated in Kansas City, it is not clear how the
presence, or the ultimate outcome, of the lawsuit will impact the Companys
working relationship with RMC. RMC is a unit of HCA, Inc., a very large health
services organization which has substantially greater resources than are
available to USN. Nevertheless, USN has made a substantial investment in Kansas
City to build its business and provide quality healthcare to patients in the
Kansas City community in reliance on the RMCs performance under their
agreement, and thus USN intends to pursue its rights aggressively in an effort
to protect that business.

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

Not
applicable.

Item 3. Defaults Upon Senior
Securities

Not
applicable.

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

Not
applicable.

15

Item 5. Other Information

Not
applicable.

Item 6. Exhibits

31.1
Rule 13a-14(a)/15d-14(a) Certification32.1
Section 1350 Certifications16

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

U.S.
 Neurosurgical, Inc.(Registrant)Date:
 November 12, 2008

By:
/s/ Alan
 GoldAlan GoldDirector,
 President andChief Executive Officer               andPrincipal Financial Officer of the
 Registrant17