UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

FORTHE QUARTERLY PERIOD ENDED MARCH 31, 2007

OR

FORTHETRANSITIONPERIODFROMTO

Commission file number 000-24389

VASCO Data Security International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

1901 South Meyers Road, Suite 210

Oakbrook Terrace, Illinois 60181

(Address of Principal Executive Offices)(Zip Code)

(630) 932-8844

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.            xYes            ¨No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (See(see definition of “accelerated filer” in Rule 12b-2 of the Exchange Act).

¨ Large accelerated filer                    x Accelerated filer                                ¨ Non-accelerated filer

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

There were 37,005,51237,204,829 shares of Common Stock, $.001 par value per share, outstanding at April 30,October 31, 2007.

VASCO Data Security International, Inc.

Form 10-Q

For The Quarterly Period Ended March 31,September 30, 2007

Table of Contents

This report may contain trademarks of VASCO Data Security International, Inc. and its subsidiaries, some of which are registered, including VASCO, AccessKey, VACMan Server and VACMan/CryptaPak, AuthentiCard and Digipass.

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VASCO Data Security International, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

See accompanying notes to consolidated financial statements.

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VASCO Data Security International, Inc.

Condensed Consolidated Statements of Operations

(In Thousands, Exceptthousands, except per Share Data)share data)

(Unaudited)

See accompanying notes to consolidated financial statements.

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VASCO Data Security International, Inc.

Consolidated StatementStatements of Comprehensive Income

(In Thousands)thousands)

(Unaudited)

See accompanying notes to consolidated financial statements.

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VASCO Data Security International, Inc.

Condensed Consolidated StatementStatements of Cash Flow

(In Thousands)thousands)

(Unaudited)

See accompanying notes to consolidated financial statements.

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VASCO Data Security International, Inc.

Notes to Condensed Consolidated Financial Statements

(All amounts are in thousands, except per share data)

(Unaudited)

Unless otherwise noted, references in this Quarterly Report on Form 10-Q to “VASCO,” “company,” “we,” “our,” and “us,” refer to VASCO Data Security International, Inc. and its subsidiaries.

Note 1 –- Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of VASCO Data Security International, Inc. and its subsidiaries (collectively, the “Company” or “VASCO”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’scompany’s Annual Report on Form 10-K for the year ended December 31, 2006.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. All significant intercompany accounts and transactions have been eliminated. The operating results for the interim periods presented are not necessarily indicative of the results expected for a full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the U. S.U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesrevenue and expenses during the reporting period. ActualOur actual results could differ from those estimates.

Revenue Recognition

The Companycompany recognizes revenue in accordance with AICPA Statement of Position (“SOP”)(SOP) 97-2 and SEC Staff Accounting Bulletin (“SAB”) 104. Revenue is recognizedWe recognize revenue when there is persuasive evidence that an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection of the revenue is probable.

Hardware Revenue and License Fees: RevenuesWe record revenue from the sale of computer security hardware or the license of software are recordedlicenses upon shipment or delivery or, if an acceptance period is allowed, at the latertime of shipment or customer acceptance. No significant obligations or contingencies exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized.we recognize revenue.

Support Agreements:Support agreements generally call for the Companyus to provide technical support and software updates to our customers. Revenue on technical support and software update rights is deferred and recognized ratably over the term of the support agreement.

Consulting and Education Services: The Company providesWe provide consulting and education services to itsour customers. RevenueWe recognize revenue from such services is recognized during the period in which the services are performed.

Multiple-Element Arrangements:The Company allocates revenuesWe allocate revenue to the various elements of themultiple-element sales arrangements based on the estimated fair value of each deliverable as required by SOP 97-2 and Emerging Issues Task Force (“EITF”)(EITF) Issue No. 00-21. The fair value for each element is based on the price charged when that element is sold separately, price lists, renewal rates and other methods. When discounts are given in a multiple-element arrangement includes discounts, a proportionate amount of the discount is applied to each element based on eachthe element’s fair value without regard to the discount. The estimated fair value of undelivered elements is deferred and recorded as revenue when

services are performed or products are delivered. For sales arrangements in which vendor-specific objective evidence of fair value is not established, revenue for all elements is deferred and amortized over the life of the arrangement.

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SalesWe recognize revenue from sales to distributors and resellers are recognized on the same basis as sales made directly to customers. Revenue is recognizedWe recognize revenue when there is persuasive evidence that an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection of the revenue is probable.

For large-volume transactions, the Companywe may negotiate a specific price that is based on the number of users of the software license or quantities of hardware supplied. The per unit prices for our large-volume transactions are generally lower than transactions for smaller quantities and the price differences are commonly referred to as volume-purchase discounts.

All revenue is reported on a net basis, excluding any sales or value added taxes.

Software Development Costs

The CompanyVASCO capitalizes software development costs in accordance with Statement of Financial Accounting Standards (SFAS) No. 86,Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. Research costs and software development costs, prior to the establishment of technological feasibility, determined based upon the creation of a working model, are expensed as incurred. Our software capitalization policy currently defines technological feasibility as a functioning beta test prototype with confirmed manufacturability (a working model), within a reasonably predictable range of costs. Additional criteria include receptive customers, or potential customers, as evidenced by interest expressed in a beta test prototype, at some suggested selling price. The Company’sOur policy is to amortize capitalized costs by the greater of (a) the ratio that current gross revenuesrevenue for a product bearbears to the total of current and anticipated future gross revenuesrevenue for that product or (b) the straight-line method over the remaining estimated economic life of the product, generally two to five years, including the period being reported on. In 2006, the company capitalized $2,448 for instructional software (see footnote 6). The Company did not incur any capitalizable software costs during the years ended December 31, 2005 and 2004.years.

Income Taxes

IncomeWe account for income taxes are accounted for under the asset and liability method. DeferredWe recognize deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. DeferredWe measure deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. TheWe recognize the effect of a change in tax rates on deferred tax assets and liabilities of a change in tax rates is recognizedand in income in the period that includes the enactment date.

The Company hasVASCO monitors its potential income tax exposure items as required by Financial Accounting Standards Board (FASB) Interpretation No. 48,Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.

We have significant net operating loss carryforwards in the U. S.U.S. and other countries which are available to reduce theour potential liability on future taxable income. AWe have established a valuation reserve has been provided to offset most of these future benefits because we have not determined that their realization is more likely than not.

Goodwill and Other Intangibles

The CompanyVASCO accounts for goodwill and other indefinite-lived intangible assets in accordance with SFAS No. 142,Goodwill and Other Intangible Assets. This statement replaced the requirements to amortize intangible assets with indefinite lives and goodwill with a requirement for an impairment test. SFAS 142 also established accounting guidelines for identifiable intangible assets, which includedinclude customer lists, proprietary technology and other intangible assets. Intangible assets other than patents with definite lives are amortized over the useful life of the asset, generally three to seven

years for proprietary technology. Patents are amortized over the life of the patent, generally 20 years in the U.S.

The Company assessesWe assess the impairment of goodwill and intangible assets with indefinite lives each year-end or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The CompanyWe completed itsour last review during December 2006. Factors considered important which could trigger an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends.

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When the Company determineswe determine that the carrying value of intangibles and goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment is measured by the excess of the carrying amount of the asset over its fair value as determined by an estimate of discounted future cash flows.

Note 2 –- Acquisitions

On October 25, 2006, the CompanyVASCO acquired Unified Threat Management (UTM) specialist Able N.V. of Mechelen, Belgium.Belgium (Able). VASCO acquired all of the stock of Able, N.V., in exchange for cash consideration of€5,000 ($6,300)(equivalent to $6,300 at the historical exchange rate).

The purchase price included€1,250 ($1,570)(equivalent to $1,570 at the historical exchange rate) which is subject to a bank guaranty and may be returned to the Companyus in whole or in part if the seller terminates his employment with us before the Company before four years fromfourth anniversary of the acquisition date. As required by EITF 95-8,Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business Combination, the Company haswe recorded this portion of the purchase price as deemed compensation in other assets, to be amortized over the required employment period.

On May 11, 2006, the CompanyVASCO acquired all of the issued and outstanding shares of Logico Smart Card Solutions GmbH and Logico Smartcard Solutions Vertriebs, GmbH. (The combined group will be referred to asGmbH (collectively, “Logico”.) The sharesfor an aggregate purchase price of Logico were acquired for$2,368. This includes a cash paymentspayment of€1,236 (equivalent to $1,578). At March 31, 2007,$1,578 at the historical exchange rate) made at the time of purchase, previously acquired software rights with a net cost of $174 and estimated direct transaction costs of $416. In the first quarter this year, a payment of $200 was recorded as additional goodwill for the completion of certain performance requirements.

The aggregate purchase price was $2,368, consisting of cash payments of $1,778, previously acquired software rights with a net cost of $174 and estimated direct transaction costs of $416.

The following summarized unaudited pro forma financial information for the three and nine months ended March 31,September 30, 2006, is based on the actual performance of VASCO and the businesses acquired from Logico and Able and assumes the acquisitions occurred January 1, 2006. These results are not necessarily indicative of the results that would have occurred if the acquisition had actually been completed on January 1, 2006, nor are they necessarily indicative of future consolidated results.

Note 3 – Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable represents the balance due on credit sales made to customers. The allowance for doubtful accounts is an estimate of losses that may result from customers’ inability to make payment on their outstanding balances. In the first quarter of 2007, the $513The $481 reduction in the allowance for the nine months ended September 30, 2007, was attributable to payments received and the write-off of amounts previously reserved.

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Note 4 –- Inventories

Inventories, consisting principally of hardware and component parts, are stated at the lower of cost or market. Cost is determined using the first-in-first-out (FIFO) method.

Inventories are comprised of the following:

Note 5 – Goodwill and Other Intangibles

The following table summarizes intangible assets and goodwill activity for the threenine months ended March 31,September 30, 2007:

The addition toadditional goodwill primarily reflects the recording of a contingent payment which was earned under the terms of the Logico acquisition.

Note 6 – Other Assets - Long Term

Other assets is comprised mostly of two components: instructional video software and deemed compensation. The cost of the software was capitalized in accordance with SFAS 86,Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.This cost will be amortized on a straight line basis over a three year life, or pro rata based on actual sales as a percentage of expected sales, whichever is larger.

Deemed compensation represents the long-term portion of the Able acquisition price which is contingent upon the seller’s continued employment with the Companycompany for a four year period. The amountsAs of

September 30, 2007, the amount to be amortized over the next twelve months were $417 at March 31, 2007was $418 and $412 at December 31, 2006 and havehas been included in prepaid expense. As of December 31, 2006, the amount to be amortized over the next twelve months was $412.

Amortization expense forof the instructional software and deemed compensation is included in sellingsales and marketing expense.

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Amortization of deferred tax assets is charged to income tax expense. The following table summarizes other long-term assets for the threenine months ended March 31,September 30, 2007:

Note 7 – Bank Borrowings

The CompanyVASCO maintains an overdraft agreement with Fortis Banque / Bank of Belgium.Banque. Under terms of the agreement, the Companywe can borrow an amount equal to 80% of itsour Belgian subsidiary’s definedeligible accounts receivable up to a maximum of 3,500 U.S. Dollars or Euros. Borrowings in Euros accrue interest at an annual rate of 5.7% and borrowings in U.S. Dollars accrue interest at an annual rate equal to the average monthly prime rate as published daily by Reuters. The Company isWe are obligated to pay a quarterly commitment fee of 0.125%. As of March 31,September 30, 2007, borrowings under the agreement totaled $3,137.$3,320. The assets, excluding inventory, of theour Belgian subsidiary secure the Company’sour obligations under the agreement and, while it has no specific termination date, the agreement can be terminated by either party withupon thirty (30) days notice. The agreement is governed by the General Lending Conditions for Corporate Customers, registered in Brussels, Belgium on December 20, 2001.

Note 8 – Income Taxes

In July 2006, the Financial Accounting Standards Board (FASB)FASB issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.48. The Companycompany adopted Interpretation 48 effective January 1, 2007. The interpretation setsset a “more likely than not” criterion for recognizing the tax benefit of uncertain tax positions; it establishesestablished measurement criteria for tax benefits and it establishesestablished certain new disclosure requirements.

The Company’scompany’s primary tax jurisdictions and the last year for which tax returns have been cleared, either by audit or by statutory lapse, are presented in the table below. VASCO Data Security is abbreviated as follows:“VDS.”:

The CompanyWe had no unrecognized tax benefits and no accrued interest or penalties at January 1, 2007 or at March 31,September 30, 2007. The Company’sOur policy is to record interest and penalties on income taxes as income tax expense.

TheAt December 31, 2006, the Company had U.S. net operating loss carryforwards at December 31, 2006 approximating $23,086 in the United Statesof $23,798 and foreign net operating loss carryforwards approximating $4,787, excluding net operatingof $7,829. Such losses attributableare available to Logico of $3,042.offset future taxable income in the respective jurisdictions. These tax benefits have been recognized, but are offset by

valuation reserves. Such losses, other than those attributable to Logico, are available to offset future taxable income in the respective jurisdictions andThe U.S. loss carryforwards expire in varying amounts beginning in 2018 and continuing through 2023. Utilization of Logico net operating losses

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would not reduce income tax expense, but would reduce deferred tax assets or goodwill created in the acquisition. In addition, if certain substantial changes in the Company’s ownership wereare deemed to have occurred, there would be an annual limitation on the amount of the U.S. carryforwards that could be utilized. The foreign loss carryforwards have no expiration dates. The foreign loss carryforwards include $3,042 which was obtained in the Logico acquisition and, if utilized, would not reduce income tax expense, but would reduce deferred tax assets or goodwill instead.

Note 9 – Stock Compensation Plan

The CompanyWe awarded 90 shares of restricted stock in the first quarter of 2007 under itsour Stock Compensation Plan.Plan, including 45 issued shares and 45 shares subject to future performance criteria. The market value of the restricted shares was $1,340 at the date of grant and will be amortized over thetheir respective vesting periods, which range from one to four years.

The following table details the non-cash compensation expense incurred in the three and nine months ended March 31,September 30, 2007 and 2006:

Note 10 – Common Stock and Earnings per Share

The following table summarizes the activity of the Company’sVASCO’s common stock for the threenine months ended March 31,September 30, 2007:

Basic earnings per share areis based on the weighted average number of shares outstanding and excludeexcludes the dilutive effect of unexercised common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of unexercised common stock equivalents to the extent they are not anti-dilutive. The details of the earnings per share calculations for the three and nine month periods ended March 31,September 30, 2007 and 2006 follow:

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(In Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations (In

thousands, except headcountheadcount)

Unless otherwise noted, references in this Quarterly Report on Form 10-Q to “VASCO,” “company,” “we,” “our,” and unit price data)“us” refer to VASCO Data Security International, Inc. and its subsidiaries.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”Operations” and “Quantitative and Qualitative Disclosures About Market Risk” contains “forward-looking statements” within the meaning of Section 21E of the Private Securities Litigation ReformExchange Act of 19951934 and Section 27A of the Securities Act of 1933 concerning, among other things, the prospects of, and developments and business strategies for, the CompanyVASCO and itsour operations, including the development and marketing of certain new products and the anticipated future growth in certain markets in which the Companywe currently marketsmarket and sells itssell our products or anticipatesanticipate selling and marketing itsour products in the future. These forward-looking statements (i)(1) are identified by their use of such terms and phrases such as “expected,” “expects,“expect,” “believe,” “believes,” “will,” “anticipated,“anticipate,” “emerging,” “intends,“intend,” “plans,“plan,” “could,” “may,” “estimates,“estimate,” “should,” “objective,”“objective” and “goals”“goal” and (ii)similar words and expressions, but such words and phrases are not the exclusive means of identifying them, and (2) are subject to risks and uncertainties and represent the Company’sour present expectations or beliefs concerning future events. The CompanyVASCO cautions that the forward-looking statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, includingstatements. These risks, uncertainties and other factors have been described in greater detail in VASCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission, and include, but are not limited to, (a) risks of general market conditions, including demand for the Company’s products and services, competition and price levels and the Company’s historical dependence on relatively few products, certain suppliers and certain key customers, andcurrency fluctuations, (b) risks inherent to the computer and network security industry, including rapidly changing technology, evolving industry standards, increasing numbers of patent infringement claims, changes in customer requirements, price competitive bidding, changing government regulations and potential(c) risks specific to VASCO, including, demand for our products and services, competition from more established firms and others. Therefore,others, pressures on price levels and our historical dependence on relatively few products, certain suppliers and certain key customers. Thus, the results that we actually achievedachieve may differ materially from expectedany anticipated results included in, or implied by these statements.

Unless otherwise noted, references in this Quarterly Report on Form 10-Q to “VASCO,” “Company,” “company,” “we,” “our,” and “us” refer to VASCO Data Security International, Inc. and its subsidiaries.

General

The following discussion is based upon our consolidated results of operations for the three and nine months ended March 31,September 30, 2007 and 2006 (percentages in the discussion may be rounded to the closest full percentage point) and should be read in conjunction with our consolidated financial statements included elsewhere in this Form 10-Q and our most recent Annual Report filed on Form 10-K filed with the Securities and Exchange Commission.

We design, develop, market and support open standards-based hardware and software security systems that manage and secure access to information assets. We also design, develop, market and support patented “Strong User Authentication” products for e-business and e-commerce. Our products enable secure financial transactions to be made over private enterprise networks and public networks, such as the Internet. Our Strong User Authentication is delivered via our hardware and software Digipass security products (collectively “Digipasses”), most of which incorporate an electronic signature capability, which guarantees the integrity of electronic transactions and data transmissions. Some of our Digipasses are compliant with the Europay MasterCard Visa (EMV) standard and are compatible with MasterCard’s and VISA’s Chip Authentication Program (CAP). Some of our Digipass units arecomply with the Initiative for Open Authentication (OATH) compliant.. As evidenced by our current customer base, our products are purchased by companies and, depending on the business application, are distributed to either their employees or their customers. Those customers

may be other businesses or, as an example in the case of Internet banking, theour customer banks’ corporate and retail customers.

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Our target market is any business process that uses some form of electronic interface where the owner of thethat process is at risk if unauthorized users can gain access to theits process and either obtain proprietary information or execute unauthorized transactions.transactions that are not authorized. Our products can not only increase the security associated with accessing the business process, thereby reducing the losses from unauthorized access, andbut also, in many cases, can reduce the cost of the process itself by automating activities that were previously performed manually.

Comparison of Results for the Three and Nine Months Ended March 31,September 30, 2007 and 2006

Industry Growth:As noted above, our industry is the portion of the Internet Security market that requires strong user authentication. We believe that, while there are no accurate measurements of the total industry’s size, the industry growth rate is increasing and will continue to grow at a significant rate into the foreseeable future. Growth is being driven by new government regulations, growing awareness of the impact of identity theft and the growth in commerce that is transacted electronically. The issues driving the growth are global issues and the rate of adoption in each country is a function of that country’s culture, the competitive position of businesses operating in those countries, the country’s overall economic conditions and the degree to which businesses and consumers within the country use technology.

Economic Conditions:Our revenuesrevenue may vary significantly with changes in the economic conditions in the countries in which we sell products currently. With our current concentration of revenuesrevenue in Europe and specifically in the banking/finance vertical market, significant changes in the economic outlook for the European banking market may have a significant effect on our revenues.revenue. During difficult economic periods, our customers often delay the rollout of existing applications and defer purchase decisions related to the implementation of our productproducts in new applications.

Currency Fluctuations.Fluctuations: In the firstthird quarter of 2007 and 2006, approximately 91%92% and 94%, respectively, of our revenue was generated outside the United States. For both the nine months ended September 30, 2007 and 2006, approximately 91% was generated outside of the United States.

In addition, approximately 72% and 73%76% of our operating expenses in both the firstthird quarter of 2007 and 2006, respectively, were incurred outside of the United States. For the first nine months ended September 30, 2007 and 2006, approximately 74% and 75%, respectively, of our operating expenses were incurred outside of the United States.

Changes in foreign currency exchange rates, especially from the Euro to U.S. Dollar, exchange rate, can have a significant impact on our revenuesrevenue and expenses. ToIn general, to minimize the net impact of foreign currency exchange rate fluctuations, we attempt to denominate our billings in a currency such that it would provide a hedge against the operating expenses being incurred in that currency. In addition,Over the majority ofpast few quarters our supply contracts arerevenue in Euros has grown faster than our expenses denominated in U.S. Dollars.Euros, which has resulted in our operating income being exposed to changes in currency exchange rates (see below for the net impact). We expect that changes in currency rates may also impact our future results if we are unable to match amounts of revenue with our operating expenses in the same currency.

The U.S. Dollar weakened approximately 9%7% and 8% against the Euro for the quarter and nine months ended March 31,September 30, 2007, respectively, as compared to the same period in 2006. The U.S. Dollar also weakened approximately 6%10% and 8% against the Australian Dollar for the quarter and nine months ended March 31,September 30, 2007, respectively, as compared to the same periodperiods in 2006. We estimate that the weakening of the U.S. Dollar versus thethese two currencies in 2007 compared to 2006 resulted in an increase in revenuesrevenue of approximately $996$1,670 and $3,856 for the quarter and nine months ended March 31,September 30, 2007, respectively, compared to the same periods in 2006 and an increase in operating expenses of approximately $690$587 and $1,893 for the quarter and nine months ended March 31, 2007.

September 30, 2007, respectively, compared to the same periods in 2006.

The financial position and results of operations of many of our foreign subsidiaries are generally measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Translation adjustments arising from differences in exchange rates are included as a separate component of stockholders’ equity. RevenuesRevenue and expenses are translated at average exchange rates prevailing during the period. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations. Foreign exchange transaction losses aggregating $84$296 in the firstthird quarter of 2007 compare to lossesgains for the firstthird quarter of 2006 of $44.$23. For the nine months ended September 30, 2007, transaction losses of $540 compare to gains of $41 for the nine months ended September 30, 2006. Transaction gains and losses are included in other non-operating income (expense). We try to manage

To minimize the riskimpact of exposure tochanges in transaction gains and losses, by keeping our net U.S. Dollar asset positionwe implemented a foreign exchange hedging program in Europe as close to zero as possible. To accomplish that objective,the third quarter of 2005. Under the program, our Belgian subsidiary borrows U.S. Dollars in an amount that is generally equal to its net U.S. Dollar asset position. The U.S. Dollars borrowed are

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converted to Euros and invested in short-term instruments. We plan to monitor the results ofThe borrowings under this program have not been designated as a foreign currency hedge as that term is defined in FASB Statement 133,Accounting for Derivative Instruments and whileHedging Activities. As a result of the start-up of our Swiss operations, we expectwill re-evaluate our approach to continuehedging our exposed currency positions in the program for the near term, we may discontinue the program if it is deemed to be no longer necessary, ineffective or too costly.fourth quarter of 2007.

Revenue

Revenue by Geographic Regions:We sellclassify our sales by customers’ location in four geographic regions: 1) EMEA, which includes Europe, the majority of our products in European countries, with significant sales inMiddle East and Africa; 2) the United States, including Canada; 3) Asia Pacific Rim; and other countries, primarily4) Other Countries, including Australia, Latin America and in Latin America.Central Asia. The breakdown of revenue for the three and nine months ended March 31,September 30, 2007 and 2006 in each of our major geographic areas was as follows:

Total revenue in the firstthird quarter of 2007 increased $12,715$11,270, or 93%60% over the firstthird quarter of 2006. The increase was primarily attributable to an increase in the volume of products shipped and higher revenue resulting from the weakening of the U.S. Dollar as compared to the Euro, as previously noted. The comparison

We believe that the increase in product volume is also impactedattributed to the increased strength of our product line, growth in our distribution channel and increased awareness of the need for strong authentication to combat identity theft. We have expanded the capabilities of our core host system software, VACMAN, and increased the number of products, hardware and software, available to our customers. Once our customers have implemented the VACMAN software, they can customize their authentication processes by selecting from our broad line of hardware and software authentication products in order to match the fact that approximately $2,000appropriate level of revenue that would normally have been realizedauthentication security with their perceived level of risk.

Revenue generated in Europe, Middle East, Africa (EMEA) during the firstthird quarter was $8,875, or 82% higher than the third quarter of 2006 was realized in the fourth quarter of 2005. This revenue was related to orders that had been scheduled to ship in the first quarter of 2006, but were accelerated into the fourth quarter of 2005 at the customers’ request.

All of our geographic regions reported increases in volume of products shipped, which resulted in revenue increases of 71% in EMEA, 190%2006. Revenue generated in the United States 239%during the third quarter was $1,272, or 109% higher than the third quarter of 2006. Revenue generated in the Asia and 69%Pacific region during the third quarter was $3,082, or 181% higher than the third quarter of 2006. Revenue generated from other countries during the third quarter was $1,959, or 39% lower than the third quarter of 2006. The period-over-period increase in revenue in all of the primary geographic areas was primarily related to the aforementioned increase in volume. The decrease in other countries.regions was due to a decline in volume. The other countries generally represent areas where the markets for strong user authentication are less developed and, as a result, we expect the sales volume in those areas to be more inconsistent. The increase in the United States was less than in other regions due, in part, to the fact that the U.S. banking market continues to defer the decision to implement strong authentication for users of its retail Internet banking services. We believe that we are well positioned to meet the needs of the U.S. market when banks decide to deploy strong user authentication to their retail banking customers.

Total revenue for the nine months ended September 30, 2007 increased $37,915, or 74% over the first nine months of 2006. The increase in revenue was attributable to the same factors noted above for the changes in the third quarter. Revenue for the nine months ended September 30, 2007 generated in EMEA was $25,463, or 80% higher than the third quarter of 2006, revenue generated in the United States was $2,969, or 65% higher than the third quarter of 2006, revenue generated in the Asia Pacific region was $8,004, or 208% higher than the third quarter and revenue generated from other countries was $1,479, or 14% higher than the third quarter of 2006.

For the first nine months of 2007, our top ten customers accounted for approximately 47% of total revenue as compared to 54% of total revenue in the first nine months of 2006.

Revenue by Target Market:Revenues areRevenue is generated currently from two primary markets, banking/finance (“Banking”)(Banking) and Enterprise Security (formerly referred to as Corporate Network Access) through the use of both direct and indirect sales channels. The breakdown of revenue between ourthe two primary markets is as follows:

Revenue in the firstthird quarter of 2007 from the Banking market increased $11,250$7,877, or 101%49% over the firstthird quarter of 2006 and revenue from the Enterprise Security market increased $1,465$3,393, or 59%130% in the same period. Revenue for the first nine months of 2007 from the Banking market increased $31,455, or 72%, compared to the first nine months of 2006, and revenue from the Enterprise Security market increased $6,460, or 86% in the same period. The increase in total revenuesrevenue in each of the markets is attributable in part, to the development of our indirect sales channel, which includes distributors, resellers, and solution partners.factors noted above. The indirect sales channel supplements our direct sales force in the Banking market and is the primary source of revenues in the Enterprise Security market.

Growth in revenues in the Banking market reflects both the growth in the volume of banking done over the Internet and a growing awareness throughout the world with regard to the need for strong user authentication when conducting

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business over the Internet. The comparison of revenues in the Banking market is affected by the acceleration of revenues from the first quarter of 2006 into the fourth quarter of 2005 as described above.

Growth in revenuesstrength in the Enterprise Security market reflectswas attributable in part to increased sales volume from Original Equipment Manufacturer (OEM) customers and other large volume orders, both of which have gross margins that, due to our volume-pricing methodologies, are lower than the fact that wemargins realized on sales to small and medium sized businesses. We expect to continue to broaden the product line we offer through our indirect sales channel. We acquired Logico Smart Card Solutions (“Logico”)invest in the second quarterdevelopment of 2006 and Able N.V. (“Able”)the channel as well as to continue to invest in developing products for the fourth quarter of 2006. As a result of those acquisitions, Logico’s and Able’s existing products were introduced into our indirect sales channel and the engineers from those organizations were also able to strengthen our existing product lines by integrating their technologies into those product lines.channel.

Revenue for Enterprise Security revenue currently includes revenuesrevenue generated through our original equipment manufacturer (OEM) agreements and in the e-commerce market. We expect that the e-commerce market will becomebe an important source of future revenue for the Companyus as our products will not only provide a higher level of security for purchases made over the Internet; they can also help protect our customers’ revenue stream by making it more difficult for subscribers to our customers’ Internet services to share passwords.

Gross Profit and Operating Expenses

The following table sets forth, for the periods indicated, certain consolidated financial data as a percentage of revenuesrevenue for the three and nine months ended March 31,September 30, 2007 and 2006:

Gross Profit

Consolidated gross profit for the quarter ended March 31,September 30, 2007 was $17,530,$19,968, an increase of $8,079,$7,183, or 85%56%, from $9,451 for the quarter ended March 31,September 30, 2006. Gross profit as a percentage of revenue was 66%approximately 66.6% for the quarter ended September 30, 2007, as compared to 68.3% for the quarter ended September 30, 2006. The decrease in gross profit as a percentage of revenue for the third quarter of 2007 compared to 2006 primarily reflects: (a) an increase in card readers sold, both in absolute dollars and as a percentage of total sales; (b) a decrease in the selling price of the

readers resulting from larger quantities being sold and competitive pricing pressures; and (c) a decline in the gross profit of the Enterprise Security market resulting from volume price discounts as noted above. The decline in gross margins from these three factors was partially offset by: (a) an increase in the percentage of the business coming from the Enterprise Security market; (b) an increase in the percentage of the business coming from non-hardware products; (c) a reduction in the average per unit cost of product sold; and (d) the strengthening of the Euro compared to the U.S. Dollar. Our non-hardware revenues were 14% of total revenue for the third quarter of 2007 and compares to 8% of revenue for the third quarter of 2006.

Consolidated gross profit for the nine months ended September 30, 2007 was $58,185, an increase of $24,087, or 71%, from the comparable period in 2006. Gross profit as a percentage of revenue was 65.5% for the first quarternine months of 2007, as compared to 69%67.0% for the comparable period in the first quarter of 2006. The decrease in the gross profit as a percentage of revenue reflects a change in mix of our revenues,is generally consistent with a higher percentage of the revenues coming from the Banking market than from the Enterprise Security market, and a decline in the gross profits of our lower-priced card reader business. As noted above, revenue from our Enterprise Security market, which generally has gross profits that are 25 to 30 percentage points higher than the Banking market, was 15% of our total revenue in the first quarter of 2007 compared to 18% of our total revenue in the first quarter of 2006.

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The decline in gross profits from the factors noted aboveabove. Our non-hardware revenue was partially offset by an increase in the percentage14% of total revenue from the sale of non-hardware products and services, which include products such as our software Digipasses, host system software, maintenance, and work done to customize product for our customers. Revenues from non-hardware products and services increased from 10% of revenue in the first quarternine months of 20062007 as compared to 12%11% of total revenue infor the first quarternine months of 2007. Gross profits as a percentage of revenues from non-hardware products and services are generally higher than those from the Enterprise Security market.2006.

As previously noted, ourOur purchases of inventory are denominated in U.S. Dollars. Also, as previously noted, we denominate a portion of our sales denominated in Euros in orderact as a hedge to offset the effects of foreign currency exchange rate fluctuations on operating expenses. As the U.S. Dollar has weakened againstwhen compared to the Euro and Australian Dollar when compared toin the first quarter of 2006, revenuessame periods in the prior year, revenue from sales made in Euros and Australian Dollars increased, as measured in U.S. Dollars, without the corresponding increase in cost of goods sold. The benefitimpact from changes in currency rates as noted above wasare estimated to be approximately $996$1,670 for the threequarter and $3,856 for the nine months ended March 31,September 30, 2007. The benefit represents an increaseHad the currency exchange rates in 2007 been equal to the rates in 2006, the gross profit rate ofwould have been approximately 1.32.0 percentage points and 1.6 percentage points lower for the three and nine months ended March 31, 2007.September 30, 2007, respectively, than comparable periods in 2006.

Operating Expenses

Our operating expenses are generally based on anticipated revenue levels and the majority of such expenses are fixed. As a result, small variations in the amount of revenue recognized in any given quarter could cause significant variations in the quarter-to-quarter comparisons of either the absolute amounts of operating income or operating income as a percentage of revenue.

Sales and Marketing Expenses

Consolidated sales and marketing expenses for the quarter ended March 31,September 30, 2007 were $6,090,$6,246, an increase of $2,113,$1,676, or 53%37%, from the firstthird quarter of 2006. This increase wasin sales and marketing expenses is primarily duerelated to increased direct headcount, increased marketing program expense, higher depreciation costs, primarily related to the cost of training films developedagents in 2006,countries where we do not have a direct sales presence, increased sales-related travel, increased non-cash compensation, amortization of instructional software and deemed compensation and the weakeningimpact of thea weaker U.S. Dollar compared to the EuroEuro. The results for the quarter also reflected the reclass of expenses from sales and Australian Dollar.marketing to research and development of $257. The average full-time sales and marketing employee headcount was 103120 in the firstthird quarter of 2007 compared to 8089 in the third quarter of 2006.

Consolidated sales and marketing expenses for the nine months ended September 30, 2007 were $18,995, an increase of $5,982, or 46%, from the same period of 2006. In addition to the factors noted above for the comparison of the third quarter, the increase in expense was attributable to increased marketing expense. Average full-time sales and marketing employee headcount in the first quarternine months of 2006, an increase2007 was 111, compared to 85 in the first nine months of 29%.2006.

Research and Development Expenses

Consolidated research and development costsexpenses for the quarter ended March 31,September 30, 2007 were $1,923,$2,553, an increase of $981,$1,107, or 104%77%, from the firstthird quarter of 2006. This increase was primarily attributabledue to increased compensationcompensation-related expenses, resultingthe reclassification of expenses from the acquisitions of Logicosales and Able in the second and fourth quarters of 2006, respectively,marketing as noted above and the weakening of theweaker U.S. Dollar compared to the Euro and Australian Dollar. Our acquisitions of Logico in May 2006 and Able in October 2006 have been the primary sources of increased headcount and compensation-related expenses. Average full-time research and development employee headcount in the firstthird quarter of 2007 was 6670, compared to 3248 in the firstthird quarter of 2006,2006.

Consolidated research and development costs for the nine months ended September 30, 2007 were $6,552, an increase of 106%.$2,928, or 81%, from the same period of 2006. This increase was related to the same factors noted for the third quarter above. Average full-time research and development employee headcount for the first nine months in 2007 was 68 compared to 40 in the same period of 2006.

General and Administrative Expenses

Consolidated general and administrative expenses for the quarter ended March 31,September 30, 2007 were $2,387,$2,666, an increase of $853,$1,042, or 56%64%, from the firstthird quarter of 2006. This increase was primarily due to increased compensation expenses, increased professional fees in large part related to the set up of the headquarters operation in Switzerland, increased compensation expense, increased recruiting costs and the weakening of theweaker U.S. Dollar compared to Euro and Australian Dollar.the Euro. The increase in compensation expense was partially offset byis due in part to the collectionstart up of aged receivable balancesthe Swiss office and the addition of headcount in that had been previously reserved.office. Average full-time general and administrative employee headcount in the firstthird quarter of 2007 was 2426, compared to 1820 in the firstthird quarter of 2006,2006.

Consolidated general and administrative expenses for the nine months ended September 30, 2007 were $7,302, an increase of 33%.$2,138, or 41%, from the same period of 2006. In addition to the factors noted above for the comparison of the third quarter, the increase in expense was attributable to reduction in the provision for bad debt as amounts were recovered in 2007 for provisions made in 2006. Average full-time general and administrative employee headcount for the first nine months in 2007 was 25 compared to 19 in the same period of 2006.

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Amortization of Purchased Intangible Assets

Amortization of purchased intangible assets for the third quarter and first quarternine months of 2007 increased $160 from$81 and $422, respectively, over the first quartercomparable periods of 2006. The increase was primarily related to the amortization of intangible assets resulting from the acquisitionacquisitions of Logico and Able in 2006.

Impairment of Investment in SSI

In the first quarter of 2006, we determined that our investment in Secured Services, Inc. (SSI) had been impaired. In the second quarter of 2006 we recovered a portion of the investment that had been impaired. The charge taken in the first quarter of 2006 represented the full amount of the remaining investment we had in SSI as of that date. There have been no further adjustments related to our investment in SSI since the third quarter of 2006.

Interest Income (Expense), net

Consolidated net interest income for the quarter ended March 31, 2007 was $58 and compares to $60 for the quarter ended March 31, 2006. The average net cash balances were comparable$192 in the first quarter of each year with the firstthird quarter of 2007 being approximately $14,700as compared to $14,200expense of $58 in the firstthird quarter of 2006. For the nine months ended September 30, interest income was $330 in 2007 compared to $16 in the same period of 2006. The increase in interest income in both periods is primarily attributable to income on higher average invested cash balances.

Other Income (Expense), Net

Other income primarily includes subsidies from foreign governments for investment in their respective countries and exchange gains (losses) on transactions that are denominated in currencies other than theour subsidiaries’ functional currency.currencies and subsidies received from foreign governments in support of our export business in those countries. Other expense for the third quarter of 2007 was $289 and compares to other income of $27 for the third quarter of 2006. Other expense for the first quarternine months of 2007 was $37 and compares$334 compared to expenseother income of $27 for the first quarter of 2006. As noted previously, exchange losses were $84$135 in the first quarternine months of 2007 compared to $442006. The reductions in income in the first quarter of 2006.three and nine-month periods reflect an increase in exchange losses related to U.S. Dollar positions that were not fully hedged in 2007.

Income Taxes

Income tax expense for the firstthird quarter of 2007 was $1,930,$2,284, an increase of $956$626 from the firstthird quarter of 2006. The increase in tax expense is attributable to higher pre-tax income partially offset by a decreaselower effective tax rate. The effective tax rate was 28% for the third quarter of 2007 and compares to 33.5% for the third quarter of 2006.

Income tax expense for the first nine months of 2007 was $6,880, an increase of $2,862 from the same period in 2006. The increase in tax expense reflects the tax on increased earnings, partially offset by a lower effective tax rate. The effective tax rate was 28% for the first quarternine months of 2007 and compares to 33%34.9% for the first quarternine months of 2006, excluding one-time items.2006. The estimated effective tax rate reported infor the first quarternine months of 2006 was 45% as it did not reflect a benefit33.2%, but was increased for the effect of the impairment charge related to SSI, which was considered to be a one-time expense item forwith no corresponding tax purposes.benefit.

The effective tax rate for both periods reflects our estimate of our full-year tax rate at the end of each respective period, excluding one-time items which are tax-effected in the period in which they occur.period. The rate reported in 2007 is lower than the rate reported in 2006 as our estimate of the full-year tax rate in 2007 reflects increased earnings in Switzerland, which are taxed at a lower statutory rate and increased earnings in the United States, which will be offset by the use of tax loss carry forwards. Benefits related to the U.S. tax loss carryforwards have been fully reserved in prior periods.carryforwards.

At December 31, 2006, we had U.S. net operating loss carryforwards in the United States approximating $23,086of $23,798 and foreign net operating loss carryforwards approximating $4,787, excluding net operating losses attributable to Logico of $3,042.$7,829. Such losses other than those attributable to Logico are available to offset future taxable income in the respective jurisdictions andjurisdictions. These tax benefits have been recognized, but are offset by valuation reserves. The U.S. loss carryforwards expire in varying amounts beginning in 2018 and continuing through 2023. Utilization of Logico net operating losses would not reduce income tax expense, but would reduce deferred tax assets or goodwill created in the acquisition. In addition, if certain substantial changes in the Company’s ownership wereare deemed to have occurred, there would be an annual limitation on the amount of the U.S. carryforwards that could be utilized. The foreign loss carryforwards have no expiration dates. The foreign loss carryforwards include $3,042 which was obtained in the Logico acquisition and, if utilized, would not reduce income tax expense, but would reduce deferred tax assets or goodwill instead.

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Liquidity and Capital Resources

Our net cash balance (total cash less loans payable to banks) was $16,822$36,722 at March 31,September 30, 2007, which is an increase of approximately $4,208$10,693, or 33%41% from $26,029 at June 30, 2007, and an increase of $24,108, or 191%, from $12,614 at December 31, 2006. As of March 31,

At September 30, 2007, we had working capital of $28,787,$46,634, an increase of $6,729,$8,810, or 31%23%, from the$37,824 reported at June 30, 2007, and an increase of $24,576, or 111% from $22,058 reported at December 31, 2006. The increase in net cash and working capital was primarily related to positive earnings before interest, taxes, depreciation and amortization (EBITDA) and proceeds from borrowings and stock option exercises, partially offset by increases in accounts receivable and inventory.

Days sales outstanding (DSO) in net accounts receivable increased from 72decreased to 55 days at December 31, 2006 to 81September 30, 2007 from 67 days at March 31,June 30, 2007. The increase in daysDays sales outstanding in accounts receivable wasreceivables decreased in the third quarter of 2007 primarily relateddue to the timing of when sales were madefact that revenue was realized more evenly in the quarter. We do not believe thatthird quarter of 2007 than in the increase in DSO will result in higher write-offs of uncollectible accounts in future quarters.second quarter.

EBITDA from continuing operations for the three and nine months ended March 31,September 30, 2007 were $8,743 and 2006, were $7,554$26,504, respectively, and $2,281, respectively,reflect an increase of $5,273$3,424, or 231%.64% and $14,313, or 117% over amounts for the same periods of the prior year. A reconciliation of EBITDA to net income for the three monthsand nine-month periods ended March 31,September 30, 2007 and 2006 follows:

We use EBITDA as a measure of performance, a simplified tool for use in communicating our performance to investors and analysts and for comparisons to other companies within our industry. As a performance measure, we believe that EBITDA presents a view of our operating results that is most closely related to serving our customers. By excluding interest, taxes, depreciation and amortization we are able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and were either made in prior periods (e.g., depreciation and amortization), or deal with the structure or financing of the business (e.g., interest) or reflect the application of regulations that are outside of the control of our management team (e.g., taxes). Similarly, we find that the comparison of our results to those of our competitors is facilitated when we do not need to consider the impact of those items on our competitors’ results.

EBITDA should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States.States (U.S. GAAP). While we believe that EBITDA as defined above is useful within the context described above, it is in fact incomplete and not a measure that should be used to evaluate our full performance or our prospects. Such evaluation needs to consider all of the complexities associated with our business including, but not limited to, how past actions are affecting current results and how they may affect future results, how we have chosen to finance the business and how regulations and the other aforementioned items affect the final amounts that are or will be available to shareholders as a return on their investment. Net income determined in accordance with U.S. GAAP is the most complete measure available today to evaluate all elements of our performance. Similarly, our Consolidated StatementStatements of Cash Flows providesprovide the full accounting for how we have decided to use resources provided to us from our customers, lenders and shareholders.

At March 31,September 30, 2007, we had an overdraft agreement in place with Fortis Bank, secured by our trade accounts receivable, wherein we could borrow up to 3,500 Euros or U.S. Dollars. We borrow

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against this line of credit as part of our hedging program as noted previously. Based on receivable balances as of March 31,September 30, 2007 and the amount of borrowings outstanding under the line to support our hedging program, $363$180 of the overdraft agreement was available to us for borrowing at March 31,September 30, 2007.

We believe that our current cash balances, credit available under our existing overdraft agreement, the anticipated cash generated from operations, including the realization of deferred revenue recorded as a current liability, and deposits that will be received in future quarters on orders of the Digipass productour products will be sufficient to meet itsour anticipated cash needs over the next twelve12 months.

There is substantial risk, however, that the Companywe may not be able to achieve itsour revenue and cash goals. If the Company doeswe do not achieve those goals, itwe may need to significantly reduce itsour workforce, sell certain of its assets, enter into strategic relationships or business combinations, discontinue some or all of its

our operations, or take other similar restructuring actions. While the Company expectswe expect that these actions would result in a reduction of recurring costs, they also may result in a reduction of recurring revenuesrevenue and cash receipts. It is also likely that the Companywe would incur substantial non-recurring costs to implement one or more of these restructuring actions.

For additional information related to risks, refer to Certain Factors noted in Management’s Discussion and Analysis included in the Company’sour Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Recently Issued Accounting Pronouncements

There were no recently issued accounting pronouncements that are deemed likely to have ana significant impact on our financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk during the three-month periodnine months ended March 31,September 30, 2007. For additional information, refer to “Item 7A. Quantitative and Qualitative Disclosures about Market Risk”, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Item 4. Controls and Procedures

We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in this Quarterly Report on Form 10-Q and in other reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission for such filings. As required by Rule 13a-15(b) under the Exchange Act, our management, under the direction of our Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31,September 30, 2007. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with the other members of our management, have determined that as of March 31,September 30, 2007, the disclosure controls and procedures were and are effective as designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act relating to us and our consolidated subsidiaries would be accumulated and communicated to them, as appropriate, to allow timely disclosures regarding required disclosures.

There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31,September 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9,November 7, 2007.

Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9, 2007.November 7, 2007

Exhibit 32.1 - Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9,November 7, 2007.

Exhibit 32.2 - Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9,November 7, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 9,November 7, 2007.

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EXHIBIT INDEX

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9,November 7, 2007.

Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9,November 7, 2007.

Exhibit 32.1 - Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9,November 7, 2007.

Exhibit 32.2 - Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9,November 7, 2007.

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