Forward Looking Statements.

This report contains forward-looking statements which we believe to be within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs of management as well as assumptions made by and information currently available to our management. When used in this report, the words "estimate," "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in those forward-looking statements. Factors that could cause actual results to differ materially from our expectations include but are not limited to those described above in "Risk Factors." Other factors may be described from time to time in our public filings with the Securities and Exchange Commission, news releases and other communications. The forward-looking statements contained in this report speak only as of the date hereof. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Restatement of Financial Statements

This Amendment No. 2 on Form 10-K/A reflects a restatement of our consolidated financial statements for the year ended March 31, 2008, as discussed in Note 2 to the consolidated financial statements included in Item 8 of this Form 10-K/A. The financial statements have been restated as a result of management's determination that the Company had inadvertently made a number of clerical and accounting errors in preparing its financial statements for the year ended March 31, 2008, as well as the subsequent fiscal quarter ended June 30, 2008, primarily in connection with the calculation and recognition of revenue, including reimbursable and outside production costs and expenses, and properly recording general and administrative expenses in the periods in which they were incurred. For a description of the actions we are taking to prevent a recurrence of these errors, please see "Management's Report on Internal Control Over Financial Reporting" in Item 9A(T) of this report.

The restatement for these errors reduces the Company's net income, as originally reported for the fiscal year ended March 31, 2008 by approximately $6,380,000 ($.92 per diluted share), net of tax of $3,304,000, to a loss of approximately $4,893,000. The restatement had no effect on our cash or net cash used in operations for the fiscal year ended March 31, 2008. After reviewing the circumstances leading up to the restatement, management believes that the errors were inadvertent and unintentional and were related in part to a change in the Company's accounting software during Fiscal 2008. In addition, following the discovery of these errors, we have begun implementing procedures intended to strengthen our internal control processes and prevent a recurrence of future errors.

Critical Accounting Policies

Our significant accounting policies are described in Note 3 to the consolidated financial statements included in Item 8 of this Form 10-K/A. We believe the following represent our critical accounting policies:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and of revenues and expenses during the reporting period. Estimates are made when accounting for revenue (as discussed below under "Revenue Recognition"), depreciation, amortization, bad debt reserves, income taxes and certain other contingencies. We are subject to risks and uncertainties that may cause actual results to vary from estimates. We review all significant estimates affecting the financial statements on a recurring basis and record the effects of any adjustments when necessary.

Revenue Recognition

Our revenues are generated from projects subject to contracts requiring us to provide services within specified time periods generally ranging up to twelve months. As a result, on any given date, we have projects in process at various stages of completion. Depending on the nature of the contract, revenue is recognized as follows: (i) on time and material service contracts, revenue is recognized as services are rendered and the costs are incurred; (ii) on fixed price retainer contracts, revenue is recognized on a straight-line basis over the term of the contract; (iii) on fixed price multiple services contracts, revenue is recognized over the term of the contract for the fair value of segments of the services rendered which qualify as separate activities or delivered units of service; to the extent multi-service arrangements are deemed inseparable, revenue on these contracts is recognized as the contracts are completed; (iv) on certain fixed price contracts, revenue is recognized on a percentage of completion basis, whereby the percentage of completion is determined by relating the actual cost of labor performed to date to the estimated total cost of labor for each contract; (v) on certain fixed price contracts, revenue is recognized on the basis of proportional performance as certain key milestones are delivered. Costs associated with the fulfillment of projects are accrued and recognized proportionately to the related revenue in order to ensure a matching of revenue and expenses in the proper period. Our business is such that progress towards completing projects may vary considerably from quarter to quarter.

If we do not accurately estimate the resources required or the scope of work to be performed, or do not manage our projects properly within the planned periods of time to satisfy our obligations under the contracts, then future profit margins may be significantly and negatively affected or losses on existing contracts may need to be recognized. Our outside production costs consist primarily of costs to purchase media and program merchandise; costs of production; merchandise warehousing and distribution; third party contract fulfillment costs; and other costs directly related to marketing programs.

In many instances, revenue recognition will not result in related billings throughout the duration of a contract due to timing differences between the contracted billing schedule and the time such revenue is recognized. In such instances, when revenue is recognized in an amount in excess of the contracted billing amount, we record such excess on our balance sheet as unbilled contracts in progress. Alternatively, on a scheduled billing date, should the billing amount exceed the amount of revenue recognized, we record such excess on our balance sheet as deferred revenue. In addition, on contracts where costs are incurred prior to the time revenue is recognized on such contracts, we record such costs as deferred contract costs on our balance sheet. Notwithstanding this, labor costs for permanent employees are expensed as incurred.

Goodwill and Other Intangible Asset

Our goodwill consists of the cost in excess of the fair market value of the acquired net assets of our subsidiary companies, Inmark, Optimum, U.S. Concepts, and Digital Intelligence, which have been identified as our reporting units. We also have an intangible asset consisting of an Internet domain name and related intellectual property rights. At both March 31, 2008 and 2007, our balance sheet reflected goodwill in the amount of approximately $7,357,000 and an intangible asset in the amount of $200,000.

Goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. Goodwill impairment tests require the comparison of the fair value and carrying value of reporting units. Measuring fair value of a reporting unit is generally based on valuation techniques using multiples of earnings. We assess the potential impairment of goodwill and intangible assets annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded.

Accounts Receivable and Credit Policies

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management's best estimate of the amounts that will not be collected. In addition to reviewing delinquent accounts receivable, management considers many factors in estimating its general allowance, including historical data, experience, customer types, credit worthiness, and economic trends. From time to time, management may adjust its assumptions for anticipated changes in any of those or other factors expected to affect collectibility

Accounting for Income Taxes

Our ability to recover the reported amounts of the deferred income tax asset resulting from net operating losses is dependent upon our ability to generate sufficient taxable income during the periods over which such losses are deductible to reduce our tax expense in future periods. In assessing the realizability of deferred tax assets, management considers, in light of available objective evidence, whether it is more likely than not that some or all of such assets will be utilized in future periods. For financial reporting purposes, the Company has incurred losses for fiscal years 2004 through 2008 aggregating $5,961,000. The Company must generate approximately $11,340,000 of aggregate taxable income to fully utilize its net deferred tax asset. Accordingly, based upon the available objective evidence, particularly the Company's history of losses, the Company has provided for a full valuation allowance against its net deferred tax asset at March 31, 2008.

The following table presents the reported operating results for the fiscal years ended March 31, 2008 and 2007:

                                                            2008
                                                         (restated)         2007

Operations Data:
Sales                                                   $ 80,834,000    $ 95,880,000
Reimbursable program costs and expenses                   17,040,000      14,710,000
Outside production and other program expenses             32,143,000      46,161,000

Operating revenue                                         31,651,000      35,009,000
Compensation expense                                      24,770,000      23,121,000
General and administrative expenses                        7,110,000       9,901,000

Operating (loss) income                                     (229,000 )     1,987,000
Interest income (expense), net                                87,000         (35,000 )
Other expense, net                                                 -        (207,000 )

(Loss) income from continuing operations before
provision for income taxes                                  (142,000 )     1,745,000
Provision for income taxes                                 4,751,000         572,000

(Loss) income from continuing operations                  (4,893,000 )     1,173,000
Loss from discontinued operations                                  -        (177,000 )

Net (loss) income                                       $ (4,893,000 )  $    996,000


Per Share Data:
Basic (loss) earnings per share:
Continuing operations                                   $       (.71 )  $        .17
Discontinued operations                                 $          -    $       (.02 )
Net (loss) income per share                             $       (.71 )  $        .15

Diluted (loss) earnings per share:
Continuing operations                                   $       (.71 )  $        .16
Discontinued operations                                 $          -    $       (.02 )
Net (loss) income per share                             $       (.71 )  $        .14

Weighted Average Shares Outstanding:
Basic                                                      6,935,806       6,837,533
Diluted                                                    6,935,806       7,283,742

We believe Operating Revenue is a key performance indicator. We define Operating Revenue as our sales less reimbursable program costs and expenses, and outside production and other program expenses. Operating Revenue is the net amount derived from sales to customers that we believe is available to fund our compensation, general and administrative expenses, and capital expenditures. Operating Revenue is a Non-GAAP financial measure disclosed by management to provide additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with Non-GAAP financial measures used by other companies.

                                                                2008
                                                             (restated)       2007

Statement of Operations Data:
Operating revenue                                                  100.0 %      100.0 %
Compensation expense                                                78.2 %       66.0 %
General and administrative expenses                                 22.5 %       28.3 %
Operating (loss) income                                             (0.7 %)       5.7 %
Interest income (expense), net                                       0.3 %       (0.1 %)
Other expense, net                                                     -         (0.6 %)
(Loss) income from continuing operations before
provision for income taxes                                          (0.4 %)       5.0 %
Provision for income taxes                                          15.0 %        1.6 %
(Loss) income from continuing operations                           (15.4 %)       3.4 %
Loss from discontinued operations                                      -         (0.5 %)
Net (loss) income                                                  (15.4 %)       2.9 %

Fiscal Year 2008 Compared to Fiscal Year 2007

Sales. Sales consist of fees for services, commissions, reimbursable program costs and expenses and other production and program expenses. We purchase a variety of items and services on behalf of our clients for which we are reimbursed pursuant to our client contracts. The amount of reimbursable program costs and expenses, and outside production and other program expenses which are included in revenues will vary from period to period, based on the type and scope of the service being provided.

Sales for the twelve months ended March 31, 2008 were $80,834,000, compared to $95,880,000 for the fiscal year ended March 31, 2007, a decrease of $15,046,000. The decrease in sales reflects an increase in client contracts under which we are compensated based primarily on labor, with lower associated reimbursable program and production costs; the elimination of single-project work; and a general decrease in our level of operations.

Reimbursable Program Costs and Expenses. Reimbursable program costs and expenses are primarily direct labor, travel and product costs generally associated with events we execute for Diageo. In Fiscal 2008 and 2007, these expenses totaled $17,040,000 and $14,710,000, respectively. The increase in reimbursable program costs and expenses of approximately $2,330,000 or 16%, in Fiscal 2008 was primarily due to an increase in the number of events we executed for Diageo.

Outside Production and Other Program Expenses. Outside production and other program expenses consist of the costs of purchased materials, media, services, certain direct labor charged to programs, and other expenditures incurred in connection with and directly related to sales but which are not classified as reimbursable program costs and expenses. Outside production costs for Fiscal 2008 were $32,143,000 compared to $46,161,000 for Fiscal 2007, a decrease of $14,018,000, or 30%. Outside production and other program expenses can fluctuate greatly based on the nature of the projects we execute for our clients

Operating Revenue. For the twelve months ended March 31, 2008, Operating Revenue amounted to $31,651,000, a decrease of $3,358,000 compared to $35,009,000 for the fiscal year end March 31, 2007. The decrease in Operating Revenue reflected decreased sales as described above. A reconciliation of Sales to Operating Revenues for the twelve months ended March 31, 2008 and 2007 is set forth below.

                                                   Twelve Months Ended
                                                        March 31,

                                     2008
            Sales                 (restated)         %             2007            %


 Sales - U.S. GAAP               $ 80,834,000           100    $ 95,880,000           100
 Reimbursable program costs
 and expenses, and outside
 production and other program
 expenses                          49,183,000            61      60,871,000            63

 Operating Revenue - Non-GAAP    $ 31,651,000            39    $ 35,009,000            37

Compensation Expense. Compensation expense, exclusive of reimbursable program costs, consists of the salaries, payroll taxes and benefit costs related to indirect labor, overhead personnel and certain direct labor otherwise not charged to programs. For Fiscal 2008, compensation expense was $24,770,000, compared to $23,121,000 for Fiscal 2007, an increase of $1,649,000, or 7%. The increase was primarily due to a combination of the following: additional costs associated with recruiting senior talent to support growth in our technology group, performance based salary increases, an accrual for employee bonuses prior to giving effect to the restatement of our financial statements, and higher compensation expense for employee stock based compensation awards.

General and Administrative Expenses.General and administrative expenses consist of office and equipment rent, depreciation and amortization, professional fees, charges for doubtful accounts and other overhead expenses. For Fiscal 2008, general and administrative costs were $7,110,000, compared to $9,901,000 for Fiscal 2007, a decrease of $2,791,000, or 28%. The decrease reflects our efforts to reduce overall overhead costs.

Interest Income (Expense), Net. Net interest income for Fiscal 2008 amounted to $87,000, compared to net interest expense of ($35,000) for Fiscal 2007. Interest income consists primarily of interest on our money market and CD accounts. Interest expense consisted primarily of interest paid on bank debt, which was repaid in full in June 2007, and was tied to the bank's prime rate in effect.

Other Expense, Net.Other expense, net for the year ended March 31, 2007 amounted to $207,000 and consisted of a charge of approximately $306,000 in connection with the provision for the uncollectible portion of a note receivable from an officer. Such expense was offset by $57,000 in proceeds from the sale of certain Internet domain names which were not being utilized, as well as $42,000 of insurance policy proceeds.

(Loss) Income from Continuing Operations before Provision for Income Taxes. Loss from continuing operations before provision for income taxes for Fiscal 2008 was ($142,000), a $1,887,000 decrease from income from continuing operations before provision for income taxes of $1,745,000 for Fiscal 2007.

Provision for Income Taxes.The provision for income taxes was $4,751,000 in Fiscal 2008, consisting primarily of a $4,535,000 valuation allowance we established at March 31, 2008. We established this allowance because, in light of our losses for fiscal years 2004 through 2008 aggregating $5,961,000, there is uncertainty as to whether we will have future income against which we can offset our losses to reduce our tax expense in future periods. For Fiscal 2007, we had a provision for income taxes of $572,000, which was based on an effective tax rate of 32.8%.

(Loss) Income from Continuing Operations. As a result of the items discussed above, we incurred a loss from continuing operations for the year ended March 31, 2008 of ($4,893,000) compared to income from continuing operations of $1,173,000 for the year ended March 31, 2007. Diluted loss per share from continuing operations amounted to $.71 for the year ended March 31, 2008 compared to $.16 of diluted earnings per share from continuing operations for the year ended March 31, 2007.

Discontinued Operations. Loss from discontinued operations relating to the sale of MarketVision in May 2006 as well as the loss incurred on its disposal amounted to $177,000, on a net of tax basis for the year ended March 31, 2007. The loss on the disposal of MarketVision includes a tax provision of approximately $302,000 as a result of this sale with a corresponding reduction of the deferred tax asset on our balance sheet. Diluted loss per share from discontinued operations amounted to $.02 for the year ended March 31, 2007.

Liquidity and Capital Resources

Beginning with our fiscal year ended March 31, 2000, we have continuously experienced negative working capital. This deficit has generally resulted from our inability to generate sufficient cash and receivables from our programs to offset our current liabilities, which consist primarily of obligations to vendors and other accounts payable and deferred revenues. We are continuing our efforts to increase revenues from our programs and reduce our expenses, but to date these efforts have not been sufficiently successful. We have been able to operate during this extended period with negative working capital due primarily to advance payments made to us on a regular basis by our largest customers, and to a lesser degree, equity infusions from private placements of our securities ($1 million in January 2000, and $1.63 million in January and February 2003), and stock option and warrant exercises. For the fiscal year ended March 31, 2008 the working capital deficit increased by $543,000 to $3,859,000.

On June 20, 2007, we repaid the remaining obligations owed to our senior lender in the amount of $1,762,000. On June 26, 2008, subsequent to the end of Fiscal 2008, we entered into a Credit Agreement with Sovereign Bank. For a description of the Credit Agreement, please see Note 13 (Subsequent Events) to the consolidated financial statements included in Item 8 of this Form 10-K/A. We believe cash currently on hand together with cash expected to be generated from operations and available under the Credit Agreement will be sufficient to fund our operations through the end of Fiscal 2009.

At March 31, 2008, we had cash and cash equivalents of $5,324,000, a working capital deficit of $3,859,000, and stockholders' equity of $5,608,000. In comparison, at March 31, 2007, we had cash and cash equivalents of $9,514,000, a working capital deficit of $3,316,000, an outstanding bank term loan of $2,000,000, an outstanding bank letter of credit of $450,000, and stockholders' equity of $10,056,000. The decrease of $4,190,000 in cash and cash equivalents was primarily due to the repayment of our outstanding debt obligations, purchases of fixed assets and cash used in operating activities.

Operating Activities. Net cash used in operating activities for the twelve months ended March 31, 2008 was ($1,523,000) compared to $5,191,000 of cash provided by operating activities in Fiscal 2007. This $6,714,000 reduction in cash generated by operating activities was primarily attributable to a net loss of ($4,893,000), and a $7,632,000 change in certain balance sheet accounts during Fiscal 2008 as a result of timing differences between Operating Revenue recognized versus the amount of sales billed and program cost incurred as of March 31, 2008 and March 31, 2007, respectively. These accounts include unbilled contracts in progress, deferred contract costs, accrued job costs and deferred revenue. This was partially offset by the non-cash charge resulting from a $4,535,000 allowance established against deferred tax assets, and $4,010,000 of cash provided from the net change in the accounts receivable and accounts payable balances.

Investing Activities. For Fiscal 2008, net cash used by investing activities was $679,000 due primarily to the purchase of computer equipment and a new accounting system. For the twelve months ended March 31, 2007, net cash provided by investing activities was $925,000, primarily as a result of proceeds from the sale of MarketVision offset by the purchase of certain fixed assets.

Financing Activities. For the twelve months ended March 31, 2008, net cash used in financing activities was ($1,988,000) resulting primarily from payments made to repay bank borrowings. For the twelve months ended March 31, 2007, net cash used in financing activities amounted to ($531,000) resulting primarily from payments made to repay bank borrowings of ($1,000,000), offset by $454,000 in proceeds from the exercise of stock options

We are not a party to any "off-balance sheet transactions" as defined in Item 301 of Regulation S-K.

Impact of Recently Issued Accounting Standards

On April 1, 2007, we adopted Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109" (FIN 48). There was no impact on our consolidated financial position, results of operations or cash flows at March 31, 2008 and for the year then ended as a result of implementing FIN 48. At the adoption date of April 1, 2007 and at March 31, 2008, we did not have any unrecognized tax benefits. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of April 1, 2007 and March 31, 2008, we had no accrued interest or penalties related to income taxes. We currently have no federal or state tax examinations in progress.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in . . .