# UNITED STATES

# SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

# FORM 10-QSB/A

# (Amendment No.1)

| |           
| | ----------
| | (Mark One)

| | þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
| | - | ------------------------------------------------
| |   | OF THE SECURITIES EXCHANGE ACT OF 1934          

| |                                                  
| | -------------------------------------------------
| | For the quarterly period ended September 30, 2004

| |   |                                                  
| | - | -------------------------------------------------
| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
| |   | OF THE SECURITIES EXCHANGE ACT OF 1934           

| |                                   
| | ----------------------------------
| | For the transition period from

to

| |                               
| | ------------------------------
| | Commission File Number 0-31857

|                                                                 
|-----------------------------------------------------------------
|ALLIANCE FIBER OPTIC PRODUCTS, INC.                              
|                                                                 
|(Exact name of small business issuer as specified in its charter)

| |                                 |  |                        | 
| | ------------------------------- |  | ---------------------- | 
| | Delaware                        |  | 77-0554122             | 
| |                                 |  |                        | 
| | (State or other jurisdiction of |  | (I.R.S. employer       | 
| | Incorporation or organization)  |  | identification number) | 

|                                                
|------------------------------------------------
|275 Gibraltar Drive, Sunnyvale, California 94089
|                                                
|(Address of Principal Executive Offices)        

|                           
|---------------------------
|(408) 736-6900             
|                           
|(Issuer's telephone number)

On November 5, 2004, 38,964,454
shares of the Registrants Common Stock, $0.001 par value per share, were
outstanding.

Transitional Small Business Disclosure Format (Check One):  Yes o   No þ

# Explanatory Note

The purpose of this Amendment No. 1 to Quarterly Report on Form 10-QSB is to correct a typographical printer's error in the heading to a column in the Condensed Consolidated Statements of Cash Flows on page 3.  The column previously entitled "Three Months Ended Sept. 30, 2004" has been corrected to read "Nine Months Ended Sept. 30, 2004."  Part I, Item 1 and Part II, Item 6 to the Form 10-QSB are restated in their entirety as set forth herein.



---

# ALLIANCE FIBER OPTIC
PRODUCTS, INC.

# FORM 10-QSB/A

# (Amendment No. 1)

# QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2004

# INDEX

|                                                             | Page
|------------------------------------------------------------ | ----
|                                                             |     
|Part I: Financial Information                                | 1   
|                                                             |     
|Item 1: Finance Statements - Unaudited                       | 1   
|                                                             |     
|Condensed Consolidated Balance Sheets at September 30, 2004  |     
|and December 31, 2003                                        | 1   
|                                                             |     
|Condensed Consolidated Statements of Operations for the      |     
|Three and Nine Months Ended September 30, 2004 and 2003      | 2   
|                                                             |     
|Condensed Consolidated Statements of Cash Flows for the Nine |     
|Months Ended September 30, 2004 and 2003                     | 3   
|                                                             |     
|Notes to Condensed Consolidated Financial Statements         | 4   
|                                                             |     
|                                                             |     
|Part II: Other Information                                   | 9   
|                                                             |     
|Item 6: Exhibits                                             | 9   
|                                                             |     
|Signature                                                    | 10  

i

---

# PART I: FINANCIAL INFORMATION

# ITEM 1: FINANCIAL STATEMENTS

ALLIANCE FIBER OPTIC
PRODUCTS, INC. Condensed Consolidated
Balance Sheets(Unaudited; in
thousands, except share data)

|                                                               | Sept. 30,
2004 | Dec. 31,
2003
|-------------------------------------------------------------- | -------------- | -------------
|Assets                                                         |                |              
|Current assets:                                                |                |              
|Cash and cash equivalents                                      |                |              
|Short-term investments                                         |                |              
|Accounts receivable, net                                       |                |              
|Inventories                                                    |                |              
|Prepaid expense and other current assets                       |                |              
|                                                               |                |              
|                                                               |                |              
|Total current assets                                           |                |              
|Property and equipment, net                                    |                |              
|Other assets                                                   |                |              
|                                                               |                |              
|                                                               |                |              
|Total assets                                                   |                |              
|                                                               |                |              
|                                                               |                |              
|Liabilities and Stockholders' Equity                           |                |              
|Current liabilities:                                           |                |              
|Accounts payable                                               |                |              
|Income tax payable                                             |                |              
|Accrued expenses                                               |                |              
|Accrued excess facility charge-short term                      |                |              
|                                                               |                |              
|                                                               |                |              
|Total current liabilities                                      |                |              
|Other long-term liabilities                                    |                |              
|                                                               |                |              
|                                                               |                |              
|Total liabilities                                              |                |              
|                                                               |                |              
|                                                               |                |              
|Commitments and contingencies (Note 9 and 10)                  |                |              
|Stockholders' equity:                                          |                |              
|Common stock, $0.001 par value: 250,000,000 shares authorized; |                |              
|36,504,356 and 38,659,109 shares issued and outstanding at     |                |              
|December 31, 2003 and September 30, 2004, respectively         |                |              
|Additional paid-in-capital                                     |                |              
|Receivables from stockholders                                  |                |              
|Deferred stock-based compensation                              |                |              
|Accumulated deficit                                            |                |              
|Accumulated other comprehensive loss                           |                |              
|                                                               |                |              
|                                                               |                |              
|Stockholders' equity                                           |                |              
|                                                               |                |              
|                                                               |                |              
|Total liabilities and stockholders' equity                     |                |              
|                                                               |                |              
|                                                               |                |              

The
accompanying notes are an integral part of these Condensed Consolidated Financial
Statements.

1

---

ALLIANCE FIBER OPTIC
PRODUCTS, INC. Condensed Consolidated
Statements of Operations
(Unaudited; in
thousands, except per share data)

|                                             | Three Months Ended Sept. 30, |  | Nine Months Ended Sept. 30, |       
|-------------------------------------------- | ---------------------------- |  | --------------------------- | ------
|                                             | 2004                         |  | 2003                        |       
|                                             |                              |  |                             |       
|Revenues                                     |                              |  | $                           | 3,665 
|                                             |                              |  |                             |       
|Cost of revenues                             |                              |  |                             | 3,159 
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|Gross profit                                 |                              |  |                             | 506   
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|Operating expenses:                          |                              | 
|Research and development                     |                              |  |                             | 1,474 
|Sales and marketing                          |                              |  |                             | 469   
|General and administrative                   |                              |  |                             | 927   
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|Total operating expenses                     |                              |  |                             | 2,870 
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|Loss from operations                         |                              |  |                             | (2,364
|Interest and other income (expense), net     |                              |  |                             | (26   
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|Loss before income taxes                     |                              |  |                             | (2,390
|Income tax provision                         |                              |  |                             | --    
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|Net loss                                     |                              |  | $                           | (2,390
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|Net loss per share:                          |                              | 
|Basic and diluted                            |                              |  | $                           | (0.06 
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       
|Shares used in computing net loss per share: |                              | 
|Basic and diluted                            |                              |  |                             | 38,970
|                                             |                              |  |                             |       
|                                             |                              |  |                             |       

The
accompanying notes are an integral part of these Condensed Consolidated Financial
Statements.

2

---

# ALLIANCE FIBER OPTIC
PRODUCTS, INC. Condensed Consolidated
Statements of Cash Flows (Unaudited, in
thousands, except share data)

|                                                            | Nine Months
Ended Sept. 30, |  | Nine Months
Ended Sept. 30, |        |  
|----------------------------------------------------------- | --------------------------- |  | --------------------------- | ------ | -
|                                                            | 2004                        |  | 2003                        |        |  
|Cash flows from operating activities:                       |                             |  |                             |        |  
|Net loss                                                    |                             |  | $                           | (7,755 | )
|Adjustments to reconcile net loss to net cash used          |                             | 
|in operating activities:                                    |                             | 
|Depreciation                                                |                             |  |                             | 1,053  |  
|Amortization of stock-based compensation                    |                             |  |                             | 285    |  
|Impairment/write down of property and equipment             |                             |  |                             | 37     |  
|Provision (credit) for excess and obsolescence inventory    |                             |  |                             | 823    |  
|Changes in assets and liabilities, net of amounts acquired: |                             | 
|Accounts receivable                                         |                             |  |                             | (107   | )
|Inventories                                                 |                             |  |                             | (820   | )
|Prepaid expenses and other assets                           |                             |  |                             | 568    |  
|Accounts payable                                            |                             |  |                             | (104   | )
|Income tax payable                                          |                             |  |                             | (140   | )
|Accrued expenses                                            |                             |  |                             | (650   | )
|Other long-term liabilities                                 |                             |  |                             | 25     |  
|                                                            |                             |  |                             |       
|                                                            |                             | 
|Net cash used in operating activities                       |                             |  |                             | (6,785 | )
|                                                            |                             |  |                             |       
|                                                            |                             | 
|Cash flows from investing activities:                       |                             | 
|Proceeds from (purchase of) short-term investments          |                             |  |                             | 12,318 |  
|Cash acquired from asset acquisition                        |                             |  |                             | 1,500  |  
|Purchase of property and equipment                          |                             |  |                             | (307   | )
|                                                            |                             |  |                             |       
|                                                            |                             | 
|Net cash (used in) provided by investing activities         |                             |  |                             | 13,511 |  
|                                                            |                             |  |                             |       
|                                                            |                             | 
|Cash flows from financing activities:                       |                             | 
|Proceeds from issuance of common stock under ESPP           |                             |  |                             | 362    |  
|Proceeds from the exercise of stock options                 |                             |  |                             | 94     |  
|Proceeds from the repayment of notes receivable             |                             |  |                             | 533    |  
|                                                            |                             |  |                             |       
|                                                            |                             | 
|Net cash provided by financing activities                   |                             |  |                             | 989    |  
|                                                            |                             |  |                             |       
|                                                            |                             | 
|Net increase (decrease) in cash and cash equivalents        |                             |  |                             | 7,715  |  
|Cash and cash equivalents at beginning of period            |                             |  |                             | 4,983  |  
|                                                            |                             |  |                             |       
|                                                            |                             | 
|Cash and cash equivalents at end of period                  |                             |  | $                           | 12,698 |  
|                                                            |                             |  |                             |       
|                                                            |                             | 
|Supplemental cash flow information:                         |                             | 
|Issuance of common stock in connection with asset           |                             | 
|acquisition                                                 |                             |  | $                           | (4,015 | )
|Fair value of assets acquired                               |                             |  | $                           | 2,559  |  
|Liability assumed                                           |                             |  | $                           | (44    | )
|                                                            |                             | 
|                                                            |                             | 

The
accompanying notes are an integral part of these Condensed Consolidated Financial
Statements.

3

---

# ALLIANCE FIBER OPTIC
PRODUCTS, INC.

# NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

# (Unaudited)

# 1. The Company

Alliance
Fiber Optic Products, Inc. (the Company) was incorporated in California on
December 12, 1995 and reincorporated in Delaware on October 19, 2000. The
Company designs, manufactures and markets fiber optic components for communications
equipment manufacturers. The Companys headquarters is in Sunnyvale, California and
it has operations in Taiwan and China.

# 2. Basis of presentation

The
consolidated financial information as of September 30, 2004 included herein is unaudited
and has been prepared by the Company in accordance with generally accepted accounting
principles in the United States of America, and reflects all adjustments, consisting only
of normal recurring adjustments, which in the opinion of management are necessary to state
fairly the Companys consolidated financial position, results of its consolidated
operations, and consolidated cash flows for the periods presented.

The
preparation of financial statements in conformity with generally accepted accounting
principles in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements as well as
the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates, and such differences may be material to the financial
statements.

These
financial statements should be read in conjunction with the Companys audited
consolidated financial statements included in the Companys Annual Report on Form
10-KSB for the year ended December 31, 2003. The results of operations for the three and
nine months ended September 30, 2004 are not necessarily indicative of the results to be
expected for any future periods.

# 3. Stock-based
compensation

The
Company accounts for stock-based compensation arrangements in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees. In addition, the Company complies
with the disclosure provisions of SFAS No. 123, Accounting for Stock-Based
Compensation and SFAS No. 148, Accounting for Stock-Based Compensation,
Transition and Disclosure. Equity instruments issued to non-employees are accounted
for in accordance with the provisions of SFAS No. 123, SFAS 148 and Emerging Issues
Task Force (EITF) Issue No. 96-18, which require the award to be recorded at
its fair value.

4

---

Had compensation cost been determined
based upon the fair value on the grant date, consistent with the methodology prescribed
under SFAS No. 123, the Companys pro forma net loss and pro forma basic and
diluted net loss per share under SFAS No. 123 would have been as follows (in
thousands, except per share data):

|                                                        | Three Months
Ended Sept. 30, | Nine Months
Ended Sept. 30,
|------------------------------------------------------- | ---------------------------- | ---------------------------
|                                                        | 2004                         |                            
|Net loss, as reported:                                  |                              |                            
|Add: Stock-based employee compensation expense included |                              |                            
|in reported net loss                                    |                              |                            
|Deduct: Total stock-based employee compensation expense |                              |                            
|                                                        |                              |                            
|determined under fair value based method for all awards |                              |                            
|                                                        |                              |                            
|Pro forma net loss:                                     |                              |                            
|                                                        |                              |                            
|                                                        |                              |                            
|                                                        |                              |                            
|Net loss per share attributable to common stockholders, |                              |                            
|basic and diluted:                                      |                              |                            
|As reported                                             |                              |                            
|Pro forma                                               |                              |                            
|                                                        |                              |                            
|Shares used in EPS calculation (basic and diluted)      |                              |                            
|                                                        |                              |                            
|                                                        |                              |                            

The weighted average fair value of options on the grant date in the years ended
December 31, 2001, 2002 and 2003 was $0.82, $0.39, and $0.65 respectively. The
weighted average fair value of the employee stock purchase rights granted under the 2000
ESPP plan during 2001 and 2002 was $2.06 and $0.28, respectively. No employee stock
purchase rights were granted in 2000.

The Company had unamortized deferred stock-based compensation balances of $3,000 and $1.0 million as of September 30, 2004 and December 31, 2003, respectively.  During the nine months ended September 30, 2004, the Company reversed forfeitures of $0.7 million.

# 4. Inventories (in
thousands)

|                | Sept. 30,
2004 |  | Dec. 31,
2003 |      
|--------------- | -------------- |  | ------------- | -----
|Finished goods  |                |  | $             | 797  
|Work-in-process |                |  |               | 1,401
|Raw materials   |                |  |               | 1,481
|                |                |  |               |      
|                |                | 
|                |                |  | $             | 3,679
|                |                |  |               |      

# 5. Excess Facility
Charges

In
the third quarter of 2002, as a result of a general decline in our business and a result
of the Company's headcount reduction in the United States, the Company consolidated its operations in
the United States from three buildings into two buildings in Sunnyvale, California. As a
consequence, the Company recorded excess facility charges of $1.8 million during 2002,
comprised of $1.6 million of future non-cancelable lease payments and $0.2 million of
fixed asset write-off. Cash payments in the three and nine months ended September 30, 2004
amounted to $0.1 million and $0.5 million, respectively.

5

---

# 6. Accrued Expenses

|                           | Sept. 30,
2004 |  | Dec. 31,
2003 |      
|-------------------------- | -------------- |  | ------------- | -----
|Accrued compensation costs |                |  | $             | 959  
|Accrued professional fees  |                |  |               | 374  
|Other accruals             |                |  |               | 883  
|                           |                |  |               |      
|                           |                | 
|                           |                |  | $             | 2,216
|                           |                |  |               |      

# 7. Net Loss Per Share

Basic net loss per share is computed by dividing  net loss for the period by the weighted  average  number
of shares of common  stock  outstanding  during the period.  Diluted net loss per share is computed by dividing the
net loss for the  period  by the  weighted  average  number  of  common  and  potential  common  equivalent  shares
outstanding  during the period.  The calculation of diluted net loss per share excludes  potential common shares if
the  effect  is  anti-dilutive.  Potential  common  shares  are  composed  of shares of  common  stock  subject  to
repurchase  and  common  stock  issuable  upon the  exercise  of stock  options.  As the  Company  is in a net loss
position, diluted net loss per share is the same as basic net loss per share for all periods presented.

The  following  table sets forth the  computation  of basic and diluted net loss per share for the periods
indicated (in thousands, except per share data):

|                                                       | Three Months
Ended Sept. 30, | Nine Months
Ended Sept. 30,
|------------------------------------------------------ | ---------------------------- | ---------------------------
|                                                       | 2004                         |                            
|Numerator:                                             |                              |                            
|Net loss                                               |                              |                            
|                                                       |                              |                            
|                                                       |                              |                            
|                                                       |                              |                            
|Shares used in computing net loss per share:           |                              |                            
|Weighted average of common shares outstanding          |                              |                            
|Less: Weighted average of shares subject to repurchase |                              |                            
|                                                       |                              |                            
|                                                       |                              |                            
|Basic and diluted                                      |                              |                            
|                                                       |                              |                            
|                                                       |                              |                            
|Net loss per share:                                    |                              |                            
|Basic and diluted                                      |                              |                            
|                                                       |                              |                            

All
warrants, outstanding stock options and shares subject to repurchase by the Company have
been excluded from the calculation of diluted net loss per share as all such securities
were anti-dilutive for all periods presented. The total number of shares excluded from the
calculation of diluted net loss per share is as follows (in thousands):

|                                     | Three Months
Ended Sept. 30, | Nine Months
Ended Sept. 30,
|------------------------------------ | ---------------------------- | ---------------------------
|                                     | 2004                         | 2003                       
|Options to purchase common stock and |                              |                            
|shares subject to repurchase         | 3,493                        | 3,302                      

6

---

# 8. Comprehensive Loss

Comprehensive
income (loss) is defined as the change in equity of a company during a period resulting
from transactions and other events and circumstances, excluding transactions resulting
from investments by owners and distributions to owners. The difference between net loss
and comprehensive loss for the Company is due to foreign exchange translations adjustments
and unrealized gain (loss) on available-for-sale securities.

The
components of comprehensive loss are as follows (in thousands):

|                                                 | Three Months
Ended Sept. 30, | Nine Months
Ended Sept. 30,
|------------------------------------------------ | ---------------------------- | ---------------------------
|                                                 | 2004                         |                            
|Net loss                                         |                              |                            
|Cumulative translation adjustments               |                              |                            
|Unrealized gain (loss) on short-term investments |                              |                            
|                                                 |                              |                            
|                                                 |                              |                            
|Total comprehensive loss                         |                              |                            
|                                                 |                              |                            

# 9. Commitments

# Operating Leases

In
July 2004, the Company moved into a larger corporate headquarters in Sunnyvale,
California. The lease has a six-year term commencing on July 22, 2004, and the facility is
34,800 square feet. The remaining costs for the leasehold improvements of the previous
facilities have been accelerated and were fully amortized by June 30, 2004.

The
Companys aggregate future minimum facility lease payments are as follows (in
thousands):

|Period Ending                         | Amount Due
|------------------------------------- | ----------
|Three months ending December 31, 2004 | $   70    
|Years ending December 31,             |           
|2005                                  | 621       
|2006                                  | 642       
|2007                                  | 435       
|2008                                  | 409       
|2009 and there after                  | 660       
|                                      |           
|                                      |           
|Total                                 | $2,837    
|                                      |           
|                                      |           

Portions of the Companys
payments for facility leases are denominated in foreign currencies and were translated in
the table above based upon their respective U.S. dollar exchange rates at September 30,
2004. These future payments are subject to foreign currency exchange rate risk.

7

---

# 10. Contingencies

From
time to time, the Company may be involved in litigation in the normal course of business.
As of the date of these financial statements, the Company is not aware of any material
legal proceedings pending or threatened against the Company.

# 11. Acquisition of Assets

In
January 2004, we acquired substantially all of the assets of Taiwan-based Ritek
Corporations photonic business unit. Through this transaction, we acquired certain
assets and assumed certain pension liabilities that we believe will enable us to
complement our existing family of products. In addition, we received $1.5 million in cash
from Ritek.

The total purchase price was
approximately $4.0 million, which consisted of the issuance of 1.7 million shares of AFOP
common stock. The purchase price was allocated as follows (in thousands):

|                          | 
|------------------------- | 
|Cash                      | 
|Fixed assets              | 
|Inventory                 | 
|Prepaid facilities rent   | 
|Pension liability assumed | 
|                          | 
|                          | 
|Total                     | 
|                          | 

Prepaid facilities rent is being
amortized over twenty-four months (length of the prepaid lease).

8

---

# PART II: OTHER
INFORMATION

# ITEM 6: EXHIBITS

|Exhibit Number | Title                                                                                                              
|-------------- | -------------------------------------------------------------------------------------------------------------------
|31.1           | Rule 13a-14(a) certification of Chief Executive Officer.                                                           
|               |                                                                                                                    
|31.2           | Rule 13a-14(a) certification of Acting Chief Financial Officer.                                                    
|               |                                                                                                                    
|32.1**         | Statement of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).       
|               |                                                                                                                    
|32.2**         | Statement of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).
|               |                                                                                                                    
|               | ___________________                                                                                                

** In accordance with Item
601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule:
Managements Reports on Internal Control Over Financial Reporting and Certification
of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits
32.1 and 32.2 hereto are deemed to accompany this Amendment No.1 to Form 10-QSB and will not be deemed
filed for purpose of Section 18 of the Exchange Act. Such certifications will
not be deemed to be incorporated by reference into any filing under the Securities Act or
the Exchange Act, except to the extent that the registrant specifically incorporates it by
reference.

9

---

# SIGNATURE

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

Dated:  November 17, 2004

| |                                     |                                                        
| | ----------------------------------- | -------------------------------------------------------
| | ALLIANCE FIBER OPTIC PRODUCTS, INC.
| |                                     |                                                        
| | By                                  | /s/ Anita K. Ho                                        
| |                                     | Anita K. Ho                                            
| |                                     | Acting Chief Financial Officer and Corporate Controller
| |                                     | (Principal Financial and Accounting Officer and Duly   
| |                                     | Authorized Signatory)                                  

10

---

# EXHIBIT INDEX

|Exhibit Number | Title                                                                                                              
|-------------- | -------------------------------------------------------------------------------------------------------------------
|31.1           | Rule 13a-14(a) certification of Chief Executive Officer.                                                           
|               |                                                                                                                    
|31.2           | Rule 13a-14(a) certification of Acting Chief Financial Officer.                                                    
|               |                                                                                                                    
|32.1**         | Statement of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).       
|               |                                                                                                                    
|32.2**         | Statement of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).
|               |                                                                                                                    
|               | ___________________                                                                                                

** In accordance with Item
601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule:
Managements Reports on Internal Control Over Financial Reporting and Certification
of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits
32.1 and 32.2 hereto are deemed to accompany this Amendment No.1 to Form 10-QSB and will not be deemed
filed for purpose of Section 18 of the Exchange Act. Such certifications will
not be deemed to be incorporated by reference into any filing under the Securities Act or
the Exchange Act, except to the extent that the registrant specifically incorporates it by
reference.

11

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