U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31,2004
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____________ to ____________
Commission File No.: 0-13117
ION NETWORKS, INC.
------------------
(Exact Name of Small Business Issuer in Its Charter)
Delaware 22-2413505
-------- ----------
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
120 Corporate Boulevard, South Plainfield, NJ 07080
---------------------------------------------------
(Address of Principal Executive Offices)
(908) 546-3900
--------------
(Issuer's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the proceeding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days Yes X No .
There were 22,875,500 shares of Common Stock outstanding as of May 12, 2004.
Transitional Small Business Disclosure Format:
Yes___ No X
ION NETWORKS, INC.
FORM 10-QSB
FOR THE QUARTER ENDED March 31, 2004
PART I. FINANCIAL INFORMATION
Page
Item 1. Condensed Financial Statements (Unaudited) 3
Condensed Balance Sheet as of March 31, 2004 4
Condensed Statements of Operations for the Three Months ended
March 31, 2004 and 2003 (Consolidated) 5
Condensed Statements of Cash Flows for the Three Months ended
March 31, 2004 and 2003 (Consolidated) 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operations 10
Item 3. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by the
registrant without audit pursuant to the rules and regulations of the Securities
and Exchange Commission. Although the registrant believes that the disclosures
are adequate to make the information presented not misleading, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations. It is suggested that these financial statements be read in
conjunction with the audited financial statements and the notes thereto included
in the registrant's Report on Form 10-KSB for the year ended December 31, 2003.
3
ION NETWORKS, INC.
CONDENSED BALANCE SHEET
As of March 31, 2004
(Unaudited)
Assets
Current assets
Cash and cash equivalents $ 480,670
Accounts receivable, less allowance for doubtful
accounts of $68,974 368,718
Inventory, net 523,817
Prepaid expenses and other current assets 89,083
------------
Total current assets 1,462,288
Property and equipment, net 37,233
Capitalized software, less accumulated amortization of $3,887,319 395,710
Other assets 12,837
------------
Total assets $ 1,908,068
============
Liabilities and Stockholders' Equity
Current liabilities
Current portion of capital leases $ 50,538
Current portion of long-term debt 2,227
Accounts payable 377,320
Accrued expenses 465,501
Accrued payroll and related liabilities 155,661
Deferred income 235,877
Sales tax payable 44,533
Other current liabilities 53,337
------------
Total current liabilities 1,384,994
------------
Long term debt, net of current portion 8,875
------------
Commitments and contingencies
Stockholders' Equity
Preferred stock - par value $.001 per share; authorized 1,000,000 shares
at March 31, 2004; 200,000 shares designated Series A at March 31, 2004;
166,835 shares issued and outstanding at March 31, 2004
(aggregate liquidation preference $300,303) 167
Common stock - par value $.001 per share; authorized 50,000,000
shares at March 31, 2004; 22,875,500 shares issued and
outstanding at March 31, 2004 22,876
Additional paid-in capital 44,351,997
Notes receivable from officers (211,295)
Accumulated deficit (43,649,546)
------------
Total stockholders' equity 514,199
------------
Total liabilities and stockholders' equity $ 1,908,068
============
The accompanying notes are an integral part of these condensed financial
statements.
4
ION NETWORKS, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended March 31,
---------------------------------
2004 2003
(Consolidated)
------------ ------------
Net sales $ 904,961 $ 765,119
Cost of sales 297,152 243,988
Gross Margin 607,809 521,131
Research and development expenses 120,269 137,399
Selling, general and administrative expenses 712,537 1,026,703
Depreciation and amortization expenses 115,728 234,115
------------ ------------
Loss from operations (340,725) (877,086)
Interest income 19,526 9,543
Interest expense (1,609) (7,369)
------------ ------------
Net Loss $ (322,808) $ (874,912)
============ ============
Per share data
Net loss per share
Basic and diluted $ (0.01) $ (0.04)
Weighted average number of common shares
outstanding
Basic and diluted 24,831,056 23,512,668
============ ============
The accompanying notes are an integral part of these condensed financial
statements.
5
ION NETWORKS, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31,
--------- ---------
2004 2003
(Consolidated)
--------- ---------
Cash flows from operating activities
Net loss $(322,808) $(874,912)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 115,727 234,115
Non-cash stock-based compensation 58,750 (95,000)
Interest income from note receivable - officer (19,253) (7,254)
Changes in operating assets and liabilities:
Accounts receivable 29,026 107,777
Inventory 178,225 85,086
Prepaid expenses and other current assets 39,055 82,385
Other assets 464 10,763
Accounts payable and other accrued expenses 29,966 43,062
Accrued payroll and related liabilities 52,846 (56,897)
Deferred income 35,572 (25,637)
Sales tax payable (8,107) (10,644)
Other current liabilities - 1,714
--------- ---------
Net cash provided by (used in) operating activities 189,463 (505,442)
--------- ---------
Cash flows from investing activities
Acquisition of property and equipment (5,045) -
Capitalized software expenditures (37,905) (74,846)
Restricted cash - 125,700
--------- ---------
Net cash (used in) provided by investing activities (42,950) 50,854
--------- ---------
Cash flows from financing activities
Principal payments on debt and capital leases (23,554) (24,868)
--------- ---------
Net cash used in financing activities (23,554) (24,868)
--------- ---------
Effect of exchange rates on cash - 10,957
--------- ---------
Net increase (decrease) in cash and cash equivalents 122,959 (468,499)
Cash and cash equivalents - beginning of period 357,711 865,684
--------- ---------
Cash and cash equivalents - end of period $ 480,670 $ 397,185
========= =========
The accompanying notes are an integral part of these condensed financial
statements.
6
ION NETWORKS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
NOTE 1 CONDENSED FINANCIAL STATEMENTS:
ION Networks, Inc ("ION" or the "Company") designs, develops, manufactures and
sells infrastructure security and management products to corporations, service
providers and government agencies. The Company's hardware and software products
are designed to form a secure auditable portal to protect IT and network
infrastructure from internal and external security threats. ION's infrastructure
security solution operates in the IP, data center, and telephony environments
and is sold by a direct sales force and indirect channel partners mainly
throughout North America and Europe.
The condensed balance sheet as of March 31, 2004, the condensed statements of
operations and cash flows for the three month period ended March 31, 2004 and
2003 (Consolidated), have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include normal recurring
adjustments) necessary to make the Company's financial position, results of
operations and cash flows at March 31, 2004 and 2003 not misleading have been
made. The results of operation for the three months ended March 31, 2004 and
2003 are not indicative of a full year or any other interim period.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United Sates of America have been condensed or omitted. It is suggested
that these financial statements be read in conjunction with the audited
financial statements and notes there to included in the report on Form 10-KSB
for the year ended December 31, 2003.
The Company's financial statements have been prepared on the basis that the
Company will continue as a going concern, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. At March 31, 2004 the Company had an accumulated deficit of
$43,649,546 and working capital of $77,294. The Company also realized a net loss
of $322,808 for the three months ended March 31, 2004. While the Company's cash
position has improved from $357,711at December 31,2003 to $480,670 on March
31,2004, it continues to experience a shortfall in the cash necessary to expand
operations. Management and the board of directors are exploring various
alternatives to secure funding necessary to meet its cash requirements. These
factors raise substantial doubt about the entity's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The accompanying condensed financial statements as of March 31, 2003 include the
accounts of ION Networks, Inc. and its subsidiaries (collectively, the
"Company") and have been prepared on the accrual basis of accounting. All
inter-company balances and transactions have been eliminated in consolidation.
During the year ended December 31, 2003, the Company ceased the operation of its
subsidiaries.
Net Loss Per Share of Common Stock
Basic net loss per share excludes dilution for potentially dilutive securities
and is computed by dividing net loss attributable to common shareholders by the
weighted average number of common shares outstanding during the period. Diluted
net loss per share reflects the potential dilution that could occur if
securities or other instruments to issue common stock were exercised or
converted into common stock. Potentially dilutive securities are excluded from
the computation of diluted net loss per share when their inclusion would be
antidilutive. A reconciliation between basic and diluted weighted average shares
outstanding is as follows:
For the Three Months Ended March 31,
2004 2003
---------- ----------
Weighted average shares 22,740,500 23,512,668
outstanding, basic
Conversion of preferred stock to
common stock 1,668,350 1,669,868
---------- ----------
Weighted average shares
outstanding, diluted* 24,408,850 25,182,536
========== ==========
* Since there was a loss attributable to common shareholders in the three
months ended March 31, 2004 and 2003, the basic weighted average shares
outstanding were used in calculating diluted loss per share, as inclusion
of the incremental shares shown in this calculation would be antidilutive.
Potential common shares of 6,247,380 and 1,669,868 for the three months
ending March 31, 2004 and 2003, respectively were excluded from the
computation of diluted earnings per share.
7
Stock Compensation
The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principals Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees", and comply with the disclosure
requirements of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation" as amended by SFAS No. 148 "Accounting
for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123," issued in December 2002. Under APB Opinion No. 25,
compensation expense is based on the difference, if any, generally on the date
of grant, between the fair value of our stock and the exercise price of the
option. The Company accounts for equity instruments issued to non-employee
vendors in accordance with the provisions of SFAS No. 123 and Emerging Issues
Task Force ("EITF") Issue No. 96-18, "Accounting for Equity Instruments That are
Issued to Other Than Employees from Acquiring, or in Conjunction with Selling,
Goods and Services". All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. The measurement
date of the fair value of the equity instrument issued is the date on which the
counter party's performance is complete.
If the Company had elected to recognize compensation costs based on the fair
value at the date of grant for awards for the three months ended March 31, 2004
and 2003, consistent with the provisions of SFAS No. 123, the Company's net loss
and basic and diluted net loss per share would have increased to the pro forma
amounts indicated below:
For the Three Months Ended March 31,
-----------------------------
2004 2003
----------- -----------
Net loss As reported $ (322,808) $ (874,912)
Deduct: Stock based employee
compensation determined under
the fair value methods 44,968 333,803
----------- -----------
Pro forma net
loss $ (367,776) $(1,208,715)
=========== ===========
Basic and diluted net loss per share of common
stock
As reported $ (0.01) $ (0.04)
Pro forma $ (0.02) $ (0.05)
Warranty Costs
The Company estimates its warranty costs based on historical warranty claim
experience. Future costs for warranties applicable to sales recognized in the
current period are charged to cost of sales. The warranty accrual is reviewed
quarterly to reflect the remaining obligation. Adjustments are made when actual
warranty claim experience differs from estimates. The warranty accrual included
in other current liabilities as of March 31, 2004 approximated $48,000.
8
NOTE 3 - INVENTORY:
Inventory, net of allowance for obsolescence of $177,477 at March 31, 2004,
consists of the following:
Raw materials 72,399
Work-in-progress 37,460
Finished goods 413,958
----------
$ 523,817
==========
NOTE 4 - COMMITMENTS AND CONTINGENCIES:
During the quarter ending March 31, 2004, Kam Saifi, former President and Chief
Executive Officer, agreed to a final separation agreement from the Company. The
Company agreed to accept as full payment for all indebtedness owed to the
Company by Mr. Saifi the return of 2,000,000 common shares of Company stock and
Mr. Saifi released the Company from any obligations which may have arisen from
the separation of Mr. Saifi from the Company. The Company has not been
successful as of the date of this filing to negotiate a final agreement with
Cameron Saifi, former Chief Operating Officer, relating to his separation and
termination of his employment agreement and his indebtedness to the Company.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
ION Networks, Inc. (the "Company"), designs, develops, manufactures and sells
infrastructure security and management products to corporations, service
providers and government agencies. The Company's hardware and software products
are designed to form a secure auditable portal to protect IT and network
infrastructure from internal and external security threats. ION's products
operate in the IP, data center, telecommunications and transport, and telephony
environments and are sold by a direct sales force and indirect channel partners
mainly throughout North America and Europe.
The Company is a Delaware corporation founded in 1999 through the combination of
two companies - MicroFrame ("MicroFrame"), a New Jersey Corporation (the
predecessor entity to the Company, originally founded in 1982), and SolCom
Systems Limited ("SolCom"), a Scottish corporation located in Livingston,
Scotland (originally founded in 1994). The Company liquidated operations in
Scotland during the quarter ended June 30, 2003.
RESULTS OF OPERATIONS
For the three months ended March 31, 2004 compared to the same period in 2003
Net sales for the three month period ended March 31, 2004, was $904,961 compared
to net sales of $765,119 for the same period in 2003, an increase of $139,842 or
18.2%. The increase in sales is primarily attributable to a moderate improvement
in the economic environment of the telecommunications industry.
Cost of sales for the three month period ended March 31, 2004 was $297,152
compared to $243,988 for the same period in 2003. Cost of sales as a percentage
of net sales for the three months ended March 31, 2004 increased to 32.8% from
31.9% for the same period in 2003, resulting therefore in gross margins
decreasing to 67.2% from 68.1% as compared to the prior year.
Research and development expense for the three month period ended March 31, 2004
was $120,269 compared to $137,399 for the same period in 2003 or a decrease of
$17,130. The decrease is primarily attributable to lower capitalization costs
during the three month period ended March 31, 2004 of $37,905 compared to
$74,846 in the same period in 2003, offset in part by the Company's accrual for
employee incentive compensation.
Selling, general and administrative expenses ("SG&A") for the three months ended
March 31, 2004 were $712,537 compared to $1,026,703 for the same period in 2003,
a decrease of $314,166. The decline in SG&A expenses are due primarily to
reduced headcount from 31 at March 31,2003 to 21 on March 31,2004, sharply
reduced executive compensation, steep reduction in facilities expenditures,
including rent, sales & marketing and other overhead items. These reductions
were partially offset by stock compensation expense for options granted during
the three month period ended March 31, 2004 of $58,750.
Depreciation and amortization expenses - amortization of capitalized software
and depreciation of property and equipment was $115,728 for the three months
ended March 31, 2004 compared to $234,115 in the same period in 2003. The
decrease was due to a reduction of depreciable fixed assets, capitalized
software and other intangibles subject to amortization in the three month period
ended March 31, 2004 as compared to the same period in 2003.
Net loss for the three months ended March 31, 2004 and 2003 amounted to $322,808
and $874,912, respectfully for an improvement of $552,104 due to factors
previously discussed.
FINANCIAL CONDITION AND CAPITAL RESOURCES
Our condensed financial statements have been prepared on the basis that we will
continue as a going concern. At March 31, 2004, we had an accumulated deficit of
$43,649,546 and working capital of $77,294. We also realized a net loss of
$322,808 for the three months ended March 31, 2004. While the Company's cash
position has improved from $357,711at December 31,2003 to $480,670 on March
31,2003, it continues to experience a shortfall in the working capital necessary
to expand operations and further reduce indebtedness. Management and the board
of directors are exploring various alternatives to secure funding necessary to
meet previously mentioned cash requirements. Any future operations are dependent
upon the Company's ability to obtain additional debt or equity financing, and
its ability to generate revenues sufficient to fund its operations. There can be
no assurances that the Company will be successful in its attempts to generate
positive cash flows or raise sufficient capital essential to its survival.
Additionally, even if the Company does raise operating capital, there can be no
assurances that the net proceeds will be sufficient enough to enable it to
develop its business to a level where it will generate profits and positive cash
flows. These matters raise substantial doubt about the Company's ability to
continue as a going concern. However, the accompanying financial statements have
been prepared on a going concern basis, which
10
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The financial statements do not include any
adjustments relating to the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.
Net cash provided by operating activities during the three months ended March
31, 2004 was $189,463 compared to net cash used during the same period in 2003
of $505,442. The decrease in net cash used during the three months ended March
31, 2004 compared to the same period in 2003, was primarily due to the reduction
in net loss.
Net cash used in investing activities during the three months ended March 31,
2004 was $42,950 compared to net cash provided by during the same period in 2003
of $50,854. This decrease of $93,804 was primarily due to the release of
restricted cash of $125,700 during the three months ended March 31, 2003 and
none in the three months ended March 31, 2004.
Net cash used from financing activities during the three months ended March 31,
2004 was $23,554 compared to net cash used during the same period in 2003 of
$24,868.
ITEM 3. CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and our Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in this report.
There has been no change in our internal control over financial reporting that
occurred during our most recent fiscal quarter that has materially affected or
is reasonably likely to materially affect our internal control over financial
reporting.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
(c) Total
Number of
Shares (or (d) Maximum
Units) Number (or
Purchased of Approximate Dollar
(a) Total Part of Value) of Shares (or
Number (b) Average Publicly Units) that May Yet
of Shares Price Paid Announced Be Purchased Under
or Units) per Share or Plans or the Plans or
o Period Purchased Unit) or Programs Programs
---------------------------------------------------------------------------------------------------------------
Month #1 (identify beginning and
ending dates)
---------------------------------------------------------------------------------------------------------------
Month #2 (identify beginning and
ending dates)
---------------------------------------------------------------------------------------------------------------
Month #3 (identify beginning and 2,000,000 $0.14536
ending dates)
---------------------------------------------------------------------------------------------------------------
Total 2,000,000 $0.14536
---------------------------------------------------------------------------------------------------------------
During the quarter ending March 31, 2004, Kam Saifi, former President and Chief
Executive Officer, agreed to a final separation agreement from the Company. The
Company agreed to accept as full payment for all indebtedness owed to the
Company by Mr. Saifi the return of 2,000,000 common shares of Company stock
which shares had been pledged to it in accordance to the terms of several
promissory notes which totaled $290,720 in principal and accrued interest. Mr.
Saifi released the Company from any obligations which may have arisen from the
separation of Mr. Saifi from the Company.
12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION
The Company anticipates that its 2004 annual meeting of stockholders
will be held on Friday, August 27, 2004, commencing at 10:00 a.m., Eastern time,
at the Company's Headquarters at 120 Corporate Boulevard, South Plainfield, New
Jersey, 07080. The Company anticipates that the record date for determining
stockholders of record entitled to notice of and to vote at the meeting or any
and all postponements or adjournments thereof will be set at the close of
business on July 12, 2004. The Company expects to mail its annual report to
shareholders for the year ended December 31, 2003 along with the notice of, and
proxy statement for, the 2004 annual meeting on or about July 15, 2004.
In light of the foregoing and in accordance with Rules 14a-5(f) and
14a-8(e)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Company will consider stockholder proposals submitted pursuant to the
Rule 14a-8 in connection with the Company's 2004 annual meeting to have been
submitted a reasonable time before the Company begins to print and mail its
proxy statement, and therefore timely, if such proposals are received by the
Company at its principal offices no later than June 15, 2004, 30 days before the
anticipated mailing date of the Company's proxy statement. In addition, in light
of the foregoing and in accordance with Rules 14a-5(e)(2) and 14a-5(f) under the
Exchange Act, in order for stockholder proposals submitted outside of Rule 14a-8
in connection with the Company's 2004 annual meeting to be considered "timely"
for purposes of Rule 14a-4(c) under the Exchange Act, such proposals must be
received by the Company at its principal offices no later than June 15, 2004. If
a proposal is received after June 15, 2004, the proxies designated by the Board
of Directors of the Company will have discretionary authority to vote on the
proposal under circumstances consistent with the proxy rules of the Securities
and Exchange Commission.
On January 28, 2004 Vincent Curatolo, and on April 12, 2004 Baruch Halpern,
resigned from the Board of Directors citing other professional commitments.
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit
No. Description
------- -----------
3.1 Amended and Restated Certificate of Designation of Rights, Preferences,
Privileges and Restrictions of Series A Preferred Stock (incorporated
by reference to Exhibit A of Exhibit 10.29 to the Company's Current
Report on Form 8-K, as filed with the SEC on September 16, 2002).
31.1 Section 302 Certification of the Chief Executive Officer.*
31.2 Section 302 Certification of the Chief Financial Officer.*
32.1 Section 906 Certification of the Chief Executive Officer.*
32.2 Section 906 Certification of the Chief Financial Officer.*
* Filed herewith
(b) Reports on Form 8-K:
None.
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: May 17, 2004
ION NETWORKS, INC.
/s/ Norman E. Corn
---------------------------------------
Norman E. Corn, Chief Executive Officer
/s/ Patrick E. Delaney
---------------------------------------
Patrick E. Delaney, Chief Financial
Officer
15
Exhibit Index
10.
Exhibit
No. Description
------- -----------
3.1 Amended and Restated Certificate of Designation of Rights,
Preferences, Privileges and Restrictions of Series A Preferred
Stock (incorporated by reference to Exhibit A of Exhibit 10.29
to the Company's Current Report on Form 8-K, as filed with the
SEC on September 16, 2002).
31.1 Section 302 Certification of the Chief Executive Officer.*
31.2 Section 302 Certification of the Chief Financial Officer.*
32.1 Section 906 Certification of the Chief Executive Officer.*
32.2 Section 906 Certification of the Chief Financial Officer.*
* Filed herewith