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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-KSB

(Mark One)

|x |  |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
|- |  |  | ---------------------------------------------------------------------------------------------------------------------------
|  |  | 
|o |  |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                         

Commission File Number 0-12346

IRONSTONE GROUP, INC.

(Name of Registrant as specified in its charter)


|                                                                        |  |                                             
|----------------------------------------------------------------------- |  | --------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 95-2829956
(IRS Employer Identification No.)

539 Bryant Street, San Francisco, California 94107
(Address of principal executive offices, including zip code)

(415) 551-3260
(Registrants telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:None

Securities registered under Section 12(g) of the Exchange Act:Common Stock, $0.01 par value

Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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[ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Check whether the Registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes
[X]   No[ ]

The Registrants revenues for the fiscal year ended December 31, 2002 were
$712,862.

The approximate aggregate market value of voting stock held by non-affiliates
of the Registrant was $255,762 as of December 31, 2002 based on the closing bid
price on December 31, 2002. Shares of voting stock held by each officer and
director and by each person who owns 5% or more of the outstanding voting stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily conclusive.

As of December 31, 2002, 1,487,847 shares of Common Stock, $0.01 par value,
were outstanding.

Transitional Small Business Disclosure
Format: Yes [ ]   No [X]





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TABLE OF CONTENTS



|             |                                                                                                                          |  |  |  |  |  |  | 
|------------ | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART 1      
|             | ITEM 1. BUSINESS                                                                                                        
|             | ITEM 2. PROPERTIES                                                                                                      
|             | ITEM 3. LEGAL PROCEEDINGS                                                                                               
|             | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                             
|PART II     
|             | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                           
|             | ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS                                                      
|             | ITEM 7. FINANCIAL STATEMENTS                                                                                            
|             | ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            
|PART III    
|             | ITEM 9. DIRECTORS, EXECUTIVES OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
|             | ITEM 10. EXECUTIVE COMPENSATION                                                                                         
|             | ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                 
|             | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                 
|PART IV     
|             | ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                                                               
|             | ITEM 14. CONTROLS AND PROCEDURES                                                                                        
|SIGNATURES  
|EXHIBIT 21.1
|EX-99.1     



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TABLE OF CONTENTS

|                                                                                                                          |  |     
|------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                          |  | Page
|                                                                                                                          |  |     
|PART I:                                                                                                                   |  |     
|Item 1.   Business                                                                                                        |  | 3   
|Item 2.   Properties                                                                                                      |  | 3   
|Item 3.   Legal Proceedings                                                                                               |  | 3   
|Item 4.   Submission of Matters to a Vote of Security Holders                                                             |  | 3   
|PART II:                                                                                                                  |  |     
|Item 5.   Market for Registrants Common Equity and Related Stockholder Matters                                           |  | 4   
|Item 6.   Managements Discussion and Analysis or Plan of Operations                                                      |  | 4   
|Item 7.   Financial Statements                                                                                            |  | 5   
|Item 8.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 5   
|PART III:                                                                                                                 |  |     
|Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance With
Section 16(a) of the Exchange Act |  | 6   
|Item 10.  Executive Compensation                                                                                          |  | 6   
|Item 11.  Security Ownership of Certain Beneficial Owners and Management                                                  |  | 8   
|Item 12.  Certain Relationships and Related Transactions                                                                  |  | 8   
|PART IV:                                                                                                                  |  |     
|Item 13.  Exhibits and Reports on Form 8-K                                                                                |  | 9   
|Item 14.  Controls and Procedures                                                                                         |  | 9   
|SIGNATURES                                                                                                                |  | 10  

2



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PART 1




ITEM 1. BUSINESS

BACKGROUND

Ironstone Group, Inc, (Ironstone) a Delaware corporation, was incorporated in
1972. Since 1986, a majority of Ironstones outstanding shares has been owned
by Hambrecht & Quist Group, a San Francisco-based investment banking and
venture capital firm, and its affiliates (collectively H&Q). H&Q presently
owns over 50% of Ironstones outstanding voting shares.

BUSINESS STRATEGY

Currently, the Company is reviewing options to invest in new business
opportunities. The Company has almost $5,000 in marketable securities and
significant tax loss carryforwards at its disposal.

There can be no assurance that the Company will acquire businesses, form
additional alliances, or expand its existing services. Failure to expand the
scope of services provided by the Company may have an adverse effect on the
Companys results of operations.

EMPLOYEES

As of March 30, 2003, the Company had one part-time consultant. This
consultant is not subject to a collective bargaining agreement.




ITEM 2. PROPERTIES

The Companys principal executive offices are located at 539 Bryant Street, San
Francisco, California and its telephone number is (415) 551-3260.




ITEM 3. LEGAL PROCEEDINGS

None.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of stockholders during 2002.

3



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PART II




ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Companys Common Stock is not eligible for publication of quotations on any
securities market and the Company is not aware of any recent material trading
activity in shares of its Common Stock. As of December 31, 2002, there were
approximately 1,000 holders of record of the Companys Common Stock. The
Company has not paid cash dividends on its Common Stock since its inception and
does not intend to pay cash dividends on its Common Stock in the foreseeable
future.




ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

Ironstones sole source of revenue is from the sale of marketable securities.
Management has classified these marketable securities, in accordance with SFAS
No. 115, as available for sale. These securities are recorded at fair market
value, and any unrealized gains and losses are reported as a separate component
of shareholders equity.

Ironstones primary expenses are generated from maintaining regulatory
procedures, such as quarterly review and annual audit of the financial
statements, seeking legal counsel when appropriate, and consulting fees.

RESULTS OF OPERATIONS

Year ended December 31, 2002

Revenues for 2002 were $712,862, an increase of $712,862 as compared to 2001.
The revenue increase was due to the sale of certain marketable securities and
the return on investment of the proceeds.

Costs and expenses for 2002 totaled $111,455, an increase of $42,349 or 61.28%
as compared to 2001. This increase was primarily due to higher professional
fees related to higher costs for operations and legal counsel associated with
SEC and tax filings.

Rent expense decreased $1,820 or 100% as the remaining lease for operating
space terminated.

Year ended December 31, 2001

Revenues for 2001 were $0,a decrease of $102,615 as compared to 2000.

Costs and expenses for 2001 totaled $69,906, a decrease of $55,229 or 44.14% as
compared to 2000. This decrease was primarily due to lower operating costs as
lease terms expired and legal costs declined.

Professional fees decreased $9,642 or 20.69% due to lower costs for operations
and minimal costs related to SEC and tax filings.

Salaries and wages decreased $45,854 or 72.78% due to reduced operating
requirements.

Rent expense decreased $2,411 or 56.98% as the remaining lease for operating
space terminated.

Other operating expenses decreased $4,501 or 84.91% as business support
expenses declined.

4



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LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities for the year ended December 31, 2002 was
$147,588. Due to a reduction in liabilities, working capital at December 31,
2002 was $1,262,352, an increase of $948,582 or 319.00% from 2001.

Cash increased by $1,299,946 from $10,090 at the end of 2001 to $1,310,036 at
the end of 2002. Management believes that its current level of cash and
marketable securities will be adequate to meet its operating needs through
2003.

The Company may obtain additional equity or working capital through bank
borrowings and public or private sales of equity securities and exercises of
outstanding stock options. There can be no assurance, however, that such
additional financing will be available on terms favorable to the Company, or at
all.




ITEM 7. FINANCIAL STATEMENTS

The financial statements required to be filed herewith begin on page F-1.




ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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PART III




ITEM 9. DIRECTORS, EXECUTIVES OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS

|                    |  |     |    |                |  |  |      | 
|------------------- |  | --- | -- | -------------- |  |  | ---- | 
|Name                |  | Age |    | Director Since
|                    |  |     |    |               
|Edmund H. Shea, Jr. |  |     | 72 |                |  |  | 1993 | 

Edmund H. Shea, Jr. has served as director of the Company since October 1993.
He is a co-founder of J. F. Shea Co., Inc., a diversified construction, land
development and venture capital investment company, and has served as its
Executive Vice President and a director since 1954. He is also a director of
ADAC Laboratories, Inc., Hambrecht & Quist Group and several privately held
companies. He holds a B. S. degree from M. I. T.

EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of the Companys
executive officers as of March 30, 2001. A summary of the background and
experience of each of these individuals is set forth after the table.

|                     |  |     |    |          |  |                                                   |  | 
|-------------------- |  | --- | -- | -------- |  | ------------------------------------------------- |  | 
|Name                 |  | Age |    | Position
|                     |  |     |    |         
|Nicholas J. Giordano |  |     | 27 |          |  | Chief  Executive Officer, Chief Financial Officer
|                     |  |     |    |          |  | and Secretary                                    

Nicholas J. Giordano has served as Chief Executive Officer, Chief Financial
Officer and as Secretary since June 2001.
Mr. Giordano has served as financial advisor to the Hambrecht 1980 Revocable
Trust, and Chief Financial Officer and Director of the Sarah and William
Hambrecht Foundation since June 2000. Formerly he worked as a Certified Public
Accountant of Andersen, LLP. He holds a B. S. degree from Bucknell University.




ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Each non-employee director of the Company is entitled to receive a fee for each
meeting attended in person (plus $500 for each committee meeting attended by
committee members on a day other than a Board meeting date). The members of
the Board of Directors are also eligible for reimbursement for the their
expenses incurred in connection with attendance at Board meetings in accordance
with Company policy.

Outside directors also receive stock option grants under the Companys 1993
Non-Employee Directors Stock Option Plan (the Directors Plan). Only
non-employee directors of the Company or an affiliate of such directors (as
defined in the Internal Revenue Code of 1986, as amended from time to time,
hereinafter the Code) are eligible to receive options under the Directors
Plan. Options granted under the Directors Plan are not intended to qualify as
incentive stock options under the code.

Options under the Directors Plan have a ten-year term; however, each option
will terminate prior to the expiration date if the optionees service as a
non-employee director, or, subsequently, as an employee, of the Company
terminates. The exercise price of each option under the Directors Plan must
be equal to the fair market value of the Common Stock on the date of grant.
All options issued pursuant to the Directors Plan vest at a rate of 1/36 per
month for 36 months following the date of the grant of the option, or in the
event the grant was delayed pending compliance by the Company with certain
securities law requirements, the date from which the grant was delayed.

6



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COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY OF COMPENSATION

The following table shows for the fiscal year ended December 31, 2002,
compensation awarded or paid to, or earned by, the Companys Chief Executive
Officer. The Companys Chief Executive Officer has served in this capacity
since June 2001 and no other executive officers earned more than $100,000
during the fiscal year ended December 31, 2002.

|                            |  |      |      |            |  |       |  |                  |  |              |        | 
|--------------------------- |  | ---- | ---- | ---------- |  | ----- |  | ---------------- |  | ------------ | ------ | 
|NAME AND PRINCIPAL          |  |      |      |            |  |       |  |                  |  | OTHER ANNUAL
|POSITION                    |  | YEAR |      | SALARY ($) |  | BONUS |  | COMPENSATION ($)
|Nicholas J. Giordano        |  |      | 2002 |            |  |      |  |                 |  |              | 30,000 | 
|Chief Executive Officer     |  |      |      |            |  |       |  |                  |  |              |        | 
|and Chief Financial Officer |  |      |      |            |  |       |  |                  |  |              |        | 

STOCK OPTION GRANTS AND EXERCISES

The 1994 Equity Incentive Plan (the Plan) provides for the grant of (i) both
incentive and nonstatutory stock options and (ii) rights to purchase restricted
stock, together Stock Awards, to the Companys directors, officers and
employees. Directors who are not salaried employees of or consultants to the
Company or to any affiliate of the Company are not eligible to participate in
the Plan. As of December 31, 2002, options to purchase a total of 11,175
shares were outstanding under the Plan, no shares had been purchased pursuant
to the Plan and 228,825 shares remained available for future issuance there
under.

The Plan is administered by the Board of Directors of the Company. The Board
has the power to construe and interpret the Plan and, subject to the provisions
of the Plan, to determine the number of persons to whom and the dates on which
Stock Awards will be granted, the number of shares that may be exercised, the
type or types of such Stock Awards to be granted, the exercise price of such
Stock Award when appropriate and other terms of the Stock Award.

The maximum term of options under the Plan is typically ten years; however, in
the event that an optionees service to the Company terminates, that optionees
options will expire 90 days after the optionees service to the Company
terminates. Option grants under the Plan typically vest over a five-year
period at the rate of 1/10 on the date six months after the date of grant and
1/60 per month thereafter. The exercise price of nonstatutory options may not
be less than 85% of the fair market value of the Common Stock subject to the
option on the date of grant; the exercise price of incentive options may not be
less than 100% of the fair market value of the Common Stock subject to the
option on the date of the grant.

No options or rights to purchase restricted stock were granted to the Companys
executive officer during the fiscal year ended December 31, 2002.

7



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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of
the Companys Common Stock as of December 31, 2002 by: (i) each director and
nominee for director; (ii) all officers and directors of the Company as a
group; and (iii) all those known by the Company to be beneficial owners of more
than five percent of its Common Stock.

BENEFICIAL OWNERSHIP (1)

|                                                                     |                         |                  |           |                   |  |  |      |  |  | 
|-------------------------------------------------------------------- | ----------------------- | ---------------- | --------- | ----------------- |  |  | ---- |  |  | 
|                                                                     |                         | NUMBER OF
SHARES |           |                   |  | 
|BENEFICIAL
OWNER                                                     |                         | OF COMMON STOCK  |           | PERCENT TOTAL
(2)
|Venture Capital Entities affiliated with Hambrecht & Quist Group (3) |                         |                  | 747,536   |                   |  |  | 50.2 | 
|                                                                     | One Bush Street         |                  |           |                   |  |  |      |  | 
|                                                                     | San Francisco, CA 94104 |                  |           |                   |  |  |      |  | 
|William R. Hambrecht (4)                                             |                         |                  | 366,562   |                   |  |  | 24.6 | 
|                                                                     | 539 Bryant Street       |                  |           |                   |  |  |      |  | 
|                                                                     | San Francisco, CA 94107 |                  |           |                   |  |  |      |  | 
|All executive officers and directors
as a group (2 persons)          |                         |                  | 1,114,098 |                   |  |  | 74.8 | 



---

|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G, if any, filed with the
Securities and Exchange Commission (the SEC). Unless otherwise
indicated in the footnotes to this table and subject to community property
laws where applicable, the Company believes that each of the stockholders
named in this table has sole voting and investment power with respect to
the shares indicated as beneficially owned.
|   
|(2) |  | Applicable percentages are based on 1,487,847 shares outstanding on
December 31, 2002 adjusted as required by rules promulgated by the SEC.                                                                                                                                                                                                                                                                                                                                                 
|   
|(3) |  | Represents shares beneficially owned by Hambrecht & Quist Group (4,596
shares) and associated entities, including the following entities: H & Q
Ventures IV (133,989 shares), Hambrecht & Quist California (242,904
shares), Hambrecht & Quist Incorporated (3,656 shares), Hambrecht & Quist
Venture Partners (131,426 shares), Hamquist (2,551 shares) and Venture
Associates (BVI) Limited (230,965 shares).                                                                             
|   
|(4) |  | Mr. Hambrecht was affiliated with entities described in Note (3) above
and thereby subject to aggregation requirements. Mr. Hambrecht may have
been deemed to share voting and investment power over those shares held by
Hambrecht & Quist Group and associated entities listed in note (3). Mr.
Hambrecht disclaims beneficial ownership as to all shares held by
Hambrecht & Quist Group and associated entities, except to the extent of
his pecuniary interest therein.                




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

8



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PART IV




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

|        |  |                                                              |  |  |  | 
|------- |  | ------------------------------------------------------------ |  |  |  | 
|Exhibit |  |                                                              |  |  |  | 
|Number  |  | Description                                                  |  |  |  | 
|        |  |                                                              |  |  |  | 
|21.1    |  | Subsidiaries of Ironstone Group, Inc.                       
|99.1    |  | Certification of CEO and CFO Respecting Financial Disclosure

(b)   Reports on FORM 8-K

None.




ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

The Companys Chief Executive Officer and Chief Financial Officer,
Nicholas J. Giordano, has reviewed the Companys disclosure controls and
procedures within 90 days prior to the filing of this report. Based upon this
review, this officer believes that the Companys disclosure controls and
procedures are effective in ensuring that material information related to the
Company is made known.

(b) Changes in Internal Controls.

There were no significant changes in the Companys internal controls or in
other factors that could significantly affect these controls during the quarter
covered by this report or from the end of the reporting period to the date of
this Form 10-KSB.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report on Form 10-KSB to be
signed on its behalf by the undersigned, thereunto duly authorized.

|                     |  |                                              |                                             
|-------------------- |  | -------------------------------------------- | --------------------------------------------
|                     |  | IRONSTONE GROUP, INC.
a Delaware corporation
|                     |  |                                              |                                             
|Date: March 31, 2003 |  | By:                                          | /s/ Nicholas J. Giordano                    
|                     |  |                                              | Nicholas J. Giordano
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|                                            |  |                                                                                                     |  |               
|------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                   |  | Title                                                                                               |  | Date          
|                                            |  |                                                                                                     |  |               
|/s/ Nicholas J. Giordano                    |  | Chief Executive Officer,                                                                            |  | March 31, 2003
|Nicholas J. Giordano                        |  | Chief Financial Officer and
Secretary
(Principal Executive Officer and
Principal Financial Officer) |  |               
|                                            |  |                                                                                                     |  |               
|/s/ Edmund H. Shea, Jr.

Edmund H. Shea, Jr |  | Director                                                                                            |  | March 31, 2003

10



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CERTIFICATIONS

I, Nicholas J. Giordano, certify that:



|1. |  | I have reviewed this annual report on Form 10-KSB of Ironstone Group,
Inc.;                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements,
and other financial information included in this annual report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;                   
|  
|4. |  | The registrant is responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and I have:                                                                                                                                   



| |  | a) | designed such disclosure controls and
procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this annual report is being prepared;
| |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                  
|
| |  | c) | presented in this annual report our
conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrant has disclosed, based on my most
recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a) | all significant deficiencies in the design
or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any
material weaknesses in internal controls; and
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | any fraud, whether or not material, that
involves management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



|6. |  | The registrant has indicated in this annual report
whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |                                                    
|-------------------- |  | ---------------------------------------------------
|Date: March 31, 2003 |  | /s/ Nicholas J. Giordano                           
|                     |  |                                                    
|                     |  | Chief Executive Officer and Chief
Financial Officer

11



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IRONSTONE GROUP, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                                     |  |             |     | 
|-------------------------------------------------------------------------------------------------------------------- |  | ----------- | --- | 
|                                                                                                                     |  | Page       
|                                                                                                                     |  |            
|Report of Independent Public Accountants                                                                             |  |             | F-2 | 
|Consolidated balance sheet at December 31, 2002                                                                      |  |             | F-3 | 
|Consolidated statements of operations and comprehensive income (loss) for the years ended
December 31, 2002 and 2001 |  |             | F-4 | 
|Consolidated statements of shareholders equity for the years ended
December 31, 2002 and 2001                       |  |             | F-5 | 
|Consolidated statements of cash flows for the years ended
December 31, 2002 and 2001                                 |  |             | F-6 | 
|Notes to consolidated financial statements                                                                           |  | F-7 to F-10

F-1





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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders
Ironstone Group, Inc.

We have audited the accompanying consolidated balance sheet of IRONSTONE GROUP,
INC. AND SUBSIDIARIES as of December 31, 2002, and the related consolidated
statements of operations and comprehensive income (loss), stockholders equity
and cash flows for each of the two years then ended. These financial statements
are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ironstone Group,
Inc. and Subsidiaries as of December 31, 2002, and their results of operations
and cash flows for each of the two years then ended, in conformity with
accounting principles generally accepted in the United States of America.

J. H. COHN LLP

San Diego, California
February 15, 2003

F-2



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IRONSTONE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2002

|                                      |                                                                                                                   |  |                                            |             |   |           | 
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------ | ----------- | - | --------- | 
|ASSETS:                               |                                                                                                                   |  |                                            |            
|Current assets:                       |                                                                                                                   |  |                                            |            
|                                      | Cash                                                                                                              |  | $                                          | 1,310,036   |  
|                                      | Marketable securities available for sale, at fair value                                                           |  |                                            | 4,680       |  
|                                      |                                                                                                                   |  |                                            |            
|                                      |                                                                                                                   |  | Total assets                               |             | $ | 1,314,716 | 
|                                      |                                                                                                                   |  |                                            |            
|LIABILITIES AND SHAREHOLDERS EQUITY: |                                                                                                                   |  |                                            |            
|Current liabilities:                  |                                                                                                                   |  |                                            |            
|                                      | Income tax payable                                                                                                |  | $                                          | 52,364      |  
|                                      |                                                                                                                   |  |                                            |            
|                                      |                                                                                                                   |  | Total liabilities                          |             |   | 52,364    | 
|                                      |                                                                                                                   |  |                                            |            
|Commitments and contingencies         |                                                                                                                   |  |                                            |            
|Shareholders equity:                 |                                                                                                                   |  |                                            |            
|                                      | Preferred stock, $0.01 par value, 5,000,000 shares authorized of
which there are no issued and outstanding shares |  |                                            |            |  
|                                      | Common stock, $0.01 par value, 25,000,000 shares authorized of which 1,487,847 shares are issued and outstanding  |  |                                            | 14,878      |  
|                                      | Additional paid-in capital                                                                                        |  |                                            | 21,170,385  |  
|                                      | Accumulated deficit                                                                                               |  |                                            | (19,761,256 | )
|                                      | Accumulated other comprehensive loss                                                                              |  |                                            | (161,655    | )
|                                      |                                                                                                                   |  |                                            |            
|                                      |                                                                                                                   |  | Total shareholders equity                 |             |   | 1,262,352 | 
|                                      |                                                                                                                   |  |                                            |            
|                                      |                                                                                                                   |  | Total liabilities and shareholders equity |             | $ | 1,314,716 | 
|                                      |                                                                                                                   |  |                                            |            

The accompanying notes are an integral part of these consolidated financial statements.

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IRONSTONE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Years Ended December 31, 2002 and 2001

|                                          |                                                  |                                       |         |                                                                    |         |      |           |           |        |  |         |  
|----------------------------------------- | ------------------------------------------------ | ------------------------------------- | ------- | ------------------------------------------------------------------ | ------- | ---- | --------- | --------- | ------ |  | ------- | -
|                                          |                                                  |                                       |         |                                                                    |         | 2002 |           | 2001     
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          
|Revenues:                                 |                                                  |                                       |         |                                                                    |         |      |           |          
|                                          |                                                  | Gain on sale of marketable securities |         | $                                                                  | 709,267 |      |           | $         |       | 
|                                          |                                                  | Interest and other income             |         |                                                                    | 3,595   |      |           |           |       | 
|                                          |                                                  |                                       |         |                                                                    |         |      |           |           |        | 
|                                          |                                                  | Total revenues                        |         |                                                                    | 712,862 |      |           |           |       | 
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          
|Costs and expenses:                       |                                                  |                                       |         |                                                                    |         |      |           |          
|                                          | Salaries and wages, payroll taxes and benefits   |                                       |         |                                                                   |         |      |           | 17,149    |       
|                                          | Legal and other professional fees                |                                       |         | 101,305                                                            |         |      |           | 36,950    |       
|                                          | Rent expense                                     |                                       |         |                                                                   |         |      |           | 1,820     |       
|                                          | Interest expense                                 |                                       |         | 9,490                                                              |         |      |           | 12,022    |       
|                                          | Office expenses                                  |                                       |         | 660                                                                |         |      |           | 1,165     |       
|                                          |                                                  |                                       |         |                                                                    |         |      |           |           |        | 
|                                          |                                                  | Total costs and expenses              |         |                                                                    | 111,455 |      |           |           | 69,106 | 
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          
|Income (loss) before income tax provision |                                                  |                                       | 601,407 |                                                                    |         |      | (69,106   | )        
|Income tax provision                      |                                                  |                                       | 53,164  |                                                                    |         |      | 800       |          
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          
|Net Income (loss)                         |                                                  | $                                     | 548,243 |                                                                    |         | $    | (69,906   | )        
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          
|COMPREHENSIVE INCOME (LOSS), NET OF TAX:  |                                                  |                                       |         |                                                                    |         |      |           |          
|                                          | Net income (loss)                                |                                       | $       | 548,243                                                            |         |      | $         | (69,906   | )     
|                                          | Unrealized holding gain arising during the year: |                                       |         |                                                                    |         |      |           |           |       
|                                          |                                                  |                                       |         | Unrealized holding gain (loss) arising during the period           |         |      | 1,109,606 |           |        |  | (52,611 | )
|                                          |                                                  |                                       |         | Less: reclassification adjustment for gains included in net income |         |      | (709,267  | )         |        |  |        |  
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          
|                                          | Comprehensive income (loss)                      |                                       | $       | 948,582                                                            |         |      | $         | (122,517  | )     
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          
|Basic earnings (loss) per share:          |                                                  |                                       |         |                                                                    |         |      |           |          
|                                          | Net income (loss) per share                      |                                       | $       | 0.37                                                               |         |      | $         | (0.05     | )     
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          
|                                          | Weighted average shares                          |                                       |         | 1,487,847                                                          |         |      |           | 1,487,847 |       
|                                          |                                                  |                                       |         |                                                                    |         |      |           |          

The accompanying notes are an integral part of these consolidated financial statements.

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IRONSTONE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Years Ended December 31, 2002 and 2001

|                            |                             |  |           |              |  |         |        |             |  |               |            |            |  |       |             |             |   |       |          |             |   |   |         |           |  | 
|--------------------------- | --------------------------- |  | --------- | ------------ |  | ------- | ------ | ----------- |  | ------------- | ---------- | ---------- |  | ----- | ----------- | ----------- | - | ----- | -------- | ----------- | - | - | ------- | --------- |  | 
|                            |                             |  |           |              |  |         |        |             |  |               |            |            |  |       |             |             |   |       |          | Accumulated |   |   |         |          
|                            |                             |  |           |              |  |         |        |             |  |               |            | Additional |  |       |             |             |   | Other |          |             |   |  
|                            |                             |  |           | Common Stock |  | Paid In |        | Accumulated |  | Comprehensive |            |            |  |      
|                            |                             |  |           | Shares       |  | Amount  |        | Capital     |  | Deficit       |            | Loss       |  | Total
|                            |                             |  |           |              |  |         |        |             |  |               |            |            |  |      
|Balances, January 1, 2001   |                             |  | 1,487,847 |              |  | $       | 14,878 |             |  | $             | 21,170,385 |            |  | $     | (20,239,593 | )           |   | $     | (509,383 | )           |   | $ | 436,287 |          
|Other comprehensive loss    |                             |  |           |              |  |         |        |             |  |               |            |            |  |       |             |             |   |       | (52,611  | )           |   |   | (52,611 | )        
|Net loss                    |                             |  |           |              |  |         |        |             |  |               |            |            |  |       | (69,906     | )           |   |       |          |             |   |   | (69,906 | )        
|                            |                             |  |           |              |  |         |        |             |  |               |            |            |  |       |             |             |   |       |          |             |   |   |         |          
|Balances, December 31, 2001 |                             |  | 1,487,847 |              |  |         | 14,878 |             |  |               | 21,170,385 |            |  |       | (20,309,499 | )           |   |       | (561,994 | )           |   |   | 313,770 |          
|                            | Other comprehensive
income  |  |           |              |  |         |        |             |  |               |            |            |  |       |             |             |   |       |          | 400,339     |   |   |         | 400,339   | 
|                            | Net income                  |  |           |              |  |         |        |             |  |               |            |            |  |       |             | (548,243    | ) |       |          |             |   |   |         | 548,243   | 
|                            |                             |  |           |              |  |         |        |             |  |               |            |            |  |       |             |             |   |       |          |             |   |   |         |          
|                            | Balances, December 31, 2002 |  |           | 1,487,847    |  |         | $      | 14,878      |  |               | $          | 21,170,385 |  |       | $           | (19,761,256 | ) |       | $        | (161,655    | ) |   | $       | 1,262,352 | 
|                            |                             |  |           |              |  |         |        |             |  |               |            |            |  |       |             |             |   |       |          |             |   |   |         |           |  | 

The accompanying notes are an integral part of these consolidated financial statements.

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IRONSTONE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2002 and 2001

|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |        |   |         |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------------------- | ------------------------------------------------ | --------------------------------------------------- | -------- | -------- | --------- | ------- | ------ | - | ------- | -
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          | 2002     |           | 2001   
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                              |                                                                                      |                                        |                                                  |                                                     |          |          |           |        
|                                                                                   | Net income (loss)                                                                    |                                        | $                                                | 548,243                                             |          |          | $         | (69,906 | )     
|                                                                                   | Adjustments to reconcile net income (loss) to net cash
used in operating activities: |                                        |                                                  |                                                     |          |          |           |         |       
|                                                                                   |                                                                                      |                                        | Realized gain from sale of marketable securities |                                                     |          | (709,267 | )         |         |        |  |        
|                                                                                   |                                                                                      |                                        | Changes in operating assets and liabilities:     |                                                     |          |          |           |         |        |   |        
|                                                                                   |                                                                                      |                                        |                                                  | Accounts payable                                    |          |          | (20,511   | )       |        |   | 15,392  |  
|                                                                                   |                                                                                      |                                        |                                                  | Income tax payable                                  |          |          | 52,364    |         |        |   |        |  
|                                                                                   |                                                                                      |                                        |                                                  | Interest payable                                    |          |          | (16,974   | )       |        |   | 12,021  |  
|                                                                                   |                                                                                      |                                        |                                                  | Other current liabilities                           |          |          | (1,443    | )       |        |   |        |  
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |       
|                                                                                   |                                                                                      |                                        |                                                  | Net cash used in operating activities               |          |          | (147,588  | )       |        |   | (42,493 | )
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |       
|CASH FLOWS FROM INVESTING ACTIVITIES - proceeds from sale of
marketable securities |                                                                                      |                                        | 1,595,454                                        |                                                     |          |          |          |        
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                              |                                                                                      |                                        |                                                  |                                                     |          |          |           |        
|                                                                                   |                                                                                      | Borrowing from shareholder             |                                                  |                                                     | 10,000   |          |           |         | 45,000 |  
|                                                                                   |                                                                                      | Repayments to shareholder              |                                                  |                                                     | (157,920 | )        |           |         |       |  
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |       
|                                                                                   |                                                                                      |                                        |                                                  | Net cash provided by (used in) financing activities |          |          | (147,920  | )       |        |   | 45,000  |  
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |       
|                                                                                   |                                                                                      |                                        |                                                  | Net increase (decrease) in cash                     |          |          | 1,299,946 |         |        |   | 2,507   |  
|Cash at beginning of year                                                          |                                                                                      |                                        | 10,090                                           |                                                     |          |          | 7,583     |        
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |       
|Cash at end of year                                                                |                                                                                      | $                                      | 1,310,036                                        |                                                     |          | $        | 10,090    |        
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |       
|Supplemental disclosure of cash flow information:                                  |                                                                                      |                                        |                                                  |                                                     |          |          |           |        
|                                                                                   |                                                                                      | Cash paid during the year for interest |                                                  | $                                                   | 26,464   |          |           | $       |       |  
|                                                                                   |                                                                                      |                                        |                                                  |                                                     |          |          |           |         |       

The accompanying notes are an integral part of these consolidated financial statements.

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IRONSTONE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activities

Ironstone Group, Inc.s (the Company) significant business activities
included reducing, for a fee, ad valorem taxes assessed to owners of real and
personal property, generally in the Arizona and California markets. In January
1998, the Companys Board of Directors approved a plan for the Company to
divest itself of the property and tax services group. The Company is actively
seeking appropriate business combination opportunities. In the alternative,
the Company is looking for an investment opportunity for some or all of its
remaining liquid assets.

Marketable Securities

Marketable securities have been classified by management as available for sale
in accordance with Statement of Financial Accounting Standard No. 115,
Accounting for Certain Investments in Debt and Equity Securities (SFAS No.
115). In accordance with SFAS No. 115, marketable securities are recorded at
fair value and any unrealized gains and losses are excluded from earnings and
reported as a separate component of shareholders equity until realized. The
fair value of the Companys marketable securities at December 31, 2002 is based
on quoted market prices.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 revenues
and expenses during the reporting period. Actual results could differ from
those estimates.

Reclassifications

Certain 2001 amounts have been reclassified to conform to the 2002
presentation.

Income Taxes

The Company and its wholly owned subsidiaries file a consolidated federal
income tax return. The Company accounts for income taxes pursuant to the asset
and liability method which requires deferred tax assets and liabilities be
computed for differences between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible amounts in the
future based on enacted laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. Income tax expense is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities.

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IRONSTONE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001

Earnings <Loss> per share

Basic EPS excludes dilution from common stock equivalents and is computed by
dividing net income (loss) applicable to common shareholders by the weighted
average number of common shares actually outstanding during the period.
Diluted EPS reflects the potential dilution from common stock equivalents,
except where inclusion of such common stock equivalents would have an
anti-dilutive effect, using only the average stock price during the period in
the computation.

Options to purchase 11,175 shares of the Companys common stock were
outstanding during 2002 and 2001, but were not included in the computation of
diluted EPS as their effect would be antidilutive.

2. MARKETABLE SECURITIES

All marketable securities are classified as available for sale. The cost and
fair value of marketable securities at December 31, 2002 are as follows:

|                                   |  |      |         |      |            |            |   |  |   |      
|---------------------------------- |  | ---- | ------- | ---- | ---------- | ---------- | - |  | - | -----
|                                   |  |      |         |      | Unrealized |            |   | 
|                                   |  | Cost |         | Loss |            | Fair Value
|Corporate Equity Securities:       |  |      |         |      |            |            |   |  |   |      
|Flexi International Software, Inc. |  | $    | 166,335 |      | $          | (161,655   | ) |  | $ | 4,680

3. SHAREHOLDER LOAN

During 2001 the major stockholder of the Company loaned the Company $45,000.
The unsecured loan bears interest at 10% per annum and is due on demand. In
August 2002, the Company repaid the loan and the accrued interest to the
shareholder. For the years ended December 31, 2002 and 2001, interest expense
was $9,490 and $12,022, respectively.

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IRONSTONE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001

4. INCOME TAXES

For the year ended December 31, 2002, the provision for income taxes differs
from the amount that would result from applying the federal statutory rate due
to the utilization of net operating loss carryforwards to eliminate the federal
provision. The resultant tax provision represents a current state tax
provision.

SFAS No. 109 requires the recognition of deferred tax assets and liabilities
for the expected future consequences of events that have been recognized in the
financial statements or tax returns. Deferred income taxes reflect the net tax
effects of (i) temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income
tax purposes and (ii) operating loss and tax credit carryforwards. The tax
effects of significant items comprising the Companys deferred income taxes at
December 31, 2002 are as follows:

|                            |                                                  |             |            | 
|--------------------------- | ------------------------------------------------ | ----------- | ---------- | 
|Deferred tax assets:        |                                                  |             |           
|                            | Operating loss carryforwards                     | $           | 10,056,825 | 
|                            | Unrealized loss of available for sale securities |             | 64,400     | 
|                            |                                                  |             |            | 
|Total deferred tax assets   |                                                  | 10,121,225  |           
|Less valuation allowance    |                                                  | (10,121,225 | )         
|                            |                                                  |             |            | 
|Deferred income taxes - net | $                                                |            |           
|                            |                                                  |             |            | 

As of December 31, 2002, the Company has net operating loss carryforwards for
tax purposes of approximately $29,000,000 and California net operating loss
carryforwards of approximately $3,131,000. These carryforwards will expire in
the years 2004 to 2021.

The Tax Reform Act of 1986 significantly limited the amount of net operating
loss carryforwards that are available to offset future taxable income when an
ownership change occurs. The amount of the net operating loss carryforward
that may be available for use in future years may be limited.

In the opinion of management, based on limitations on the use of net operating
loss carryforwards, the realization of such carryforwards is not likely and,
accordingly, a valuation allowance has been recorded to offset such amount in
its entirety.

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IRONSTONE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001

5. SHAREHOLDERS EQUITY

Preferred Stock - The Company is authorized to issue up to five million shares
of preferred stock without further shareholder approval; the rights,
preferences and privileges of which would be determined at the time of
issuance. No shares have ever been issued.

Stock Option Plans - The Company has adopted a 1989 Equity Incentive Plan, a
1993 Non-Employee Directors Stock Option Plan and a 1994 Equity Incentive Plan
(collectively, the Plans). In March 1994, the 1989 Equity Incentive Plan was
amended to reduce the number of shares reserved there under and the Board of
Directors determined that no further grants would be made under this plan. As
of December 31, 2002 and 2001, 328,105 shares were available for grant under
the Plans. The Plans provide for incentive stock options to be granted at
times and prices determined by the Companys Board of Directors, to be granted
at not less than 100% of the fair value of the Companys common stock on the
date of grant. Options are generally subject to a three or four-year vesting
schedule. Options issued under the Plans expire at the earlier of the end of
the exercise period of no more than ten years from the date of grant or 90 days
following the grantees end of service to the Company.

During 2002 and 2001, no options were granted, exercised, expired or were
forfeited.

The following table summarizes information about fixed price stock options
outstanding at December 31, 2002:

|                |                                     |             |               |                  |           |                |     |   |      |   |      |  |  |  | 
|--------------- | ----------------------------------- | ----------- | ------------- | ---------------- | --------- | -------------- | --- | - | ---- | - | ---- |  |  |  | 
|                | Options Outstanding and Exercisable
|                |                                    
|                | Number                              |             | Weighted Ave. |                  | Weighted-
|Range of        |                                     | Outstanding |               | Remaining        |           | Average       
|Exercise Prices |                                     | 12/31/02    |               | Contractual Life |           | Exercise Price
|                |                                     |             |               |                  |           |               
|$0.50           |                                     |             | 3,200         |                  |           | 5.1 years      |     | $ | 0.50 |  
|1.06 - 1.13     |                                     |             | 4,400         |                  |           |                | 5.3 |   |      |   | 1.10 | 
|3.00            |                                     |             | 1,600         |                  |           |                | 1.8 |   |      |   | 3.00 | 
|4.00            |                                     |             | 1,975         |                  |           |                | 3.0 |   |      |   | 4.00 | 
|                |                                     |             |               |                  |           |                |     |   |      |   |      | 
|$0.50 - $4.00   |                                     |             | 11,175        |                  |           |                | 4.3 |   |      | $ | 1.71 | 
|                |                                     |             |               |                  |           |                |     |   |      |   |      | 

***

F-10