**Exhibit 99.01**

 

**CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKING STATEMENTS**

 

ZambaCorporation desires to take advantage of the “safe harbor” provisions of thePrivate Securities Litigation Reform Act of 1995 and is filing this cautionarystatement in connection with the Reform Act. This Form 10-Q and any otherwritten or oral statements made by or on our behalf may include forward-lookingstatements that reflect our current views with respect to future events andfinancial performance. The words “believe,” “expect,” “anticipate,” “intend,”“estimate,” “forecast,” “project,” “could,” “may” and other similar expressionsidentify forward-looking statements.

 

Wewish to caution you that any forward-looking statements made by or on ourbehalf are subject to uncertainties and other factors that could cause suchstatements to be wrong. Some of these uncertainties and other factors arelisted under the caption “Risk Factors” below (many of which we have discussedin prior SEC filings). Though we have attempted to list comprehensively theseimportant factors, we wish to caution investors that other factors may prove tobe important in the future in affecting our operating results. New factorsemerge from time to time, and it is not possible for us to predict all of thesefactors, nor can we assess the impact each factor or combination of factors mayhave on our business.

 

You are further cautioned not to place undue reliance on thoseforward-looking statements because they speak only of our views as of the datethe statements were made. We undertake no obligation to publicly update orrevise any forward-looking statements, whether as a result of new information,future events or otherwise.

 

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**We may not be able to continue as a going concern**

 

Weincurred significant losses and negative cash flows from operations during theyear ended December 31, 2001, and continued to incur losses in the firstthree months of fiscal 2002. We have been utilizing our line of credit withSilicon Valley Bank and raising funds from external sources, including from ourChairman, Joseph B. Costello, who has committed to provide up to$2 million in funding to support our line of credit with Silicon ValleyBank, but our ability to continue as a going concern depends upon our abilityto continue to access our line of credit facility, obtain additional funding,and achieve sustained profitability.

 

BetweenJanuary 1, 2002 and April 30, 2002, we raised approximately $3.86million in additional financing to fund our working capital needs. Of this amount,a total of $1 million of the financing derived from Mr. Costello’s $2million commitment to us in connection with the Silicon Valley Bank line ofcredit. We also have received funding commitments of approximately $1.3million, $500,000 to be received in May, $400,000 on August 1, 2002 and$400,000 September 1, 2002. As of March 31, 2002 (our most recentmonthly reporting period to the bank), we were not in compliance with theminimum tangible net worth covenant for our line of credit with Silicon ValleyBank. Funds that we have received since that date, however, allowed us toregain compliance with the minimum tangible net worth covenant, and SiliconValley Bank has formally waived our March 31, 2002 noncompliance. In orderto reduce our operating losses, we are continuing to attempt to reduce ouroverall cost structure. There can be no assurance, however, that we will beable to continue to meet the covenants required to maintain our line of creditwith Silicon Valley Bank, continue to obtain external financing, or reduce ouroverall cost structure to a level at which our business will be profitable andtherefore less reliant on external funding to meet our working capital needs.

 

Weare currently exploring alternative measures to meet our future liquidityrequirements and are making payments to significant creditors as cash flowpermits. We are in ongoing contact with certain creditors regarding payments,and we are attempting to resolve issues regarding our late payments ornon-payments. However, there can be no assurance that we will be able toresolve these matters satisfactorily, and if we are unable to do so, we may beunable to pay out debts as they become due and could be subject to litigationregarding non-payment that could have a material adverse effect on ourbusiness, financial condition, and results of operations.

 

Webelieve that our existing cash and cash equivalents at December 31, 2001,cash we have received subsequent to December 31, 2001, our line of creditwith Silicon Valley Bank, and the related funding commitment fromMr. Costello will be sufficient to meet our working capital and capitalexpenditure requirements through at least June 15, 2002. We cannot assureyou, however, that we will be able to meet our working capital and capital expenditurerequirements beyond that date without obtaining additional funding, which maynot be available on favorable terms, if at all.

 

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**Our revenues in 2001 decreased by 20.2% from the revenues werecorded in 2000, and decreased 75.3% in the first quarter of 2002 compared tothe first quarter of 2001, and we might not be able to reverse the recentdeclines and grow our business effectively.**

 

Ourpast growth and recent losses have placed significant demands on our managementand other resources. Our annual revenues in 2001 decreased by 20.2%, from$41.7 million in 2000 to $33.3 million in 2001. Revenues in the firstquarter of 2002 decreased 75.3% from the revenues we recorded in the firstquarter of 2001, from $13.1 million in the first quarter of 2001 to$3.2 million in the first quarter of 2002. This decrease was due primarilyto a significant reduction in the demand for information technology consultingservices, due to a slowdown in the economy in general and the technology sectorin particular. With the economic slowdown, many companies either delayeddecisions on CRM projects, or canceled the projects altogether. We cannotassure you that this trend will not continue for the foreseeable future.

 

Ourfuture success will depend on our ability to reverse the recent declines andthen grow our business and manage our growth effectively, including by:

 

•        developingand improving our operational, financial and other internal systems;

 

•        integratingand managing acquired businesses, joint ventures and strategic investments;

 

•        training,motivating and managing our employees;

 

•        estimatingfixed-price fees and project timeframes accurately;

 

•        attaininghigh rates of employee utilization; and

 

•        maintainingproject quality and client satisfaction.

 

Ifwe are unable to grow our business and manage our growth and projectseffectively, the quality of our services, our ability to retain key personnel,and our business, financial condition and results of operations may bematerially adversely affected. Additionally, if our financial performancecauses us to violate the covenants in our secured revolving credit facilitywith Silicon Valley Bank or adversely affects the amount of our eligibleaccounts receivable, and we are unable to obtain additional financing, we maynot be able to meet our cash requirements beyond June 15, 2002.

 

**We may not realize expected benefits from our recentrestructuring actions.**

 

Inthe second quarter of 2001, we made certain changes to our operations in orderto focus our business on core operations and improve our operating performanceby restructuring and streamlining our operations. In the restructuring process,we incurred a restructuring charge of approximately $2.19 million, whichincludes a $1.173 million charge for facility closing and other leaseholdtermination costs, $777,000 for severance payments relating to employeeseverance payments, $123,000 for other employee-related costs and $115,000 forother related restructuring charges. In this restructuring, we reduced ouremployee headcount by 89 employees, which represented approximately 28% of ourworkforce. Of these 89 employees, 62 employees (or approximately 70%) werebillable consultants and 27 employees (or approximately 30%) were non-billablestaff.

 

Inthe first quarter of 2002, we incurred additional restructuring charges of$1.69 million related to streamlining our operations. Included in this amountwas a one-time charge of $1.34 million related to subleasing our Campbell,California facility and terminating the lease for our Colorado Springs,Colorado facility. In addition, we took a $350,000 charge for severance payrelated to reduced employee headcount, including three vice presidents, in thefirst quarter of 2002. In this restructuring, we reduced our employee headcountby 32 employees, or 19% of our total workforce, through layoffs or voluntaryattrition. Of these reductions, 24 employees (or approximately 75%) werebillable consultants and eight employees (or approximately 25%) werenon-billable staff.

 

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Wecannot predict whether we will receive expected synergies and improvedoperating performance as a result of these restructuring and streamliningactions. We also cannot predict whether our restructuring and streamliningchanges will adversely affect our ability to retain key employees, which, inturn, would adversely affect our business, financial condition and results ofoperations.

 

**We may not realize benefits from our alliance with HCLAmerica and HCL India.**

 

Duringthe first quarter of 2002, we entered into a Strategic Alliance Agreement withHCL Technologies America, Inc. (“HCL America”) and HCL TechnologiesLimited, India (“HCL India”), in which we will work with HCL India and HCLAmerica to pursue service opportunities in certain identified markets. AlthoughHCL India and HCL America will provide the initial funding for the sales andmarketing activities of the alliance, we will dedicate several of oursenior-level sales and delivery employees to the alliance. If this alliance isnot successful in developing its own business, we will have lost theopportunity cost of these employees, who could otherwise have been attemptingto obtain business directly for us. Also, our executive management may dedicatea significant amount of their time to alliance activities, which may distractthem from our continuing business, which, in turn, could adversely affect ourbusiness, financial condition and results of operations.

 

**The sale of the customer relationship management productsdeveloped by Clarify could have a significant adverse impact on our business.**

 

Asubstantial portion of our revenue has been derived from implementation andcustomization of the customer relationship management (“CRM”) productsdeveloped by Clarify, which until recently was a business unit of NortelNetworks, Inc. On October 2, 2001, Nortel Networks sold Clarify toAmdocs Limited. We are currently unsure about Amdocs’ plans for the Clarifysuite of products. Amdocs focuses its other products on a limited number ofindustries, particularly communications and IP service providers. If Amdocsdecides to limit the Clarify products to such industries, the scope of clientsto which we could provide services for Clarify products could be limited, andwe would need to quickly increase the portion of our revenues that are derivedfrom providing services for competitive or alternative CRM products, such asSiebel, PeopleSoft, Oracle, SAP and Kana. To do so, we would need to retrainour Clarify service personnel, which could affect our utilization because consultantsmay not be able to work on billable projects while undergoing training.Training programs may also require us to incur expenses if we have to obtainthe training services externally from the software developer or hireindependent contractors to conduct internal training. If we fail in any ofthese respects, this failure could have a material adverse effect on ourbusiness, financial condition and results of operations.

 

**The services we sell may not attract customers or meet theirdemands due to the risks that we face.**

 

Wefocus on selling system integration services to clients in a small number ofmarkets, such as sales force automation, contact centers, marketing andanalytics, field service and content and commerce. We sell these servicesthrough our direct sales force. Although we believe that specializing in theseservices will increase our market presence, customer base and profitability, wemay fail to obtain customers, effectively deliver services or meet customerdemands in one or more of these markets. Our services are based upon thirdparty software applications that are purchased by our clients directly from thethird party developer. We must remain continually vigilant to changes in marketpreference for these third party developers, and strive to maintain goodrelationships with the providers whose products are currently being purchasedas well as develop good relationships with developers of new products.Developing relationships with the developers of new products may causeconflicts with the existing products for which we provide services.

 

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**The technology consulting industry is rapidly changing andevolving, and we may not be able to adjust our mix of services to meet theneeds of the market.**

 

Thetechnology consulting industry is rapidly changing, and our future growth willbe dependent in part on our ability to successfully develop and commerciallyintroduce new services for this market. The growth in the market for technologyconsulting services is also dependent on the use of technology consultants byour current and prospective customers. The recent downturn in the economy ingeneral and the technology sector in particular has affected our customers’ability to engage technology consultants for CRM services, which has affected ourbusiness as well as others in the CRM industry. In addition, the technologyconsulting industry in general presents several risks, many of which areoutside of our control. As the market changes, we may need to redefine ourcompany, which is a complex, time-consuming and expensive process. It couldinvolve changing strategies, changing management and employees, redefining thetypes of services we offer, and focusing on new markets and customers. We couldspend considerable amounts of money and commit resources, but ultimatelyreceive little or no return on our investment. Customers may not be receptive,and competitors may already be established in the new markets, making itdifficult for us to gain a sustainable market share or acquire new customers.

 

**Demand for our CRM services may decrease if we are unable toanticipate and adapt to rapidly changing technology.**

 

TheCRM industry and the technologies used in our CRM solutions are characterizedby rapid technological change. We expect to derive a substantial portion of ourrevenues from providing solutions that are based upon leading technologies thatare capable of adapting to future technologies. As a result, our success willdepend on our ability to offer services that keep pace with continuing changesin technology, evolving industry standards and changing client preferences. Wemay not be successful in addressing future developments on a timely basis. Ourfailure to keep pace with the latest technological developments would have amaterial adverse effect on our business, financial condition and results ofoperations.

 

Inaddition, the development of new services often requires long-term forecastingof market trends, development and implementation of new technologies andprocesses, and a substantial capital commitment. We may experience difficultiesthat could delay or prevent the successful design, development, introduction ormarketing of new solutions. In addition, these new solutions must meet therequirements of our current and prospective customers and must achieve marketacceptance. If we fail to anticipate or respond on a cost-effective and timelybasis to technological developments, changes in industry standards or customerrequirements, or if we have any significant delays in developing or introducingnew services, our business, financial condition and results of operations couldbe materially adversely affected.

 

**Competition in the technology consulting industry is intense,and many of our competitors have substantially greater resources and namerecognition than Zamba.**

 

TheCRM services integration market is highly competitive and served by numerousglobal, national, regional and local firms. The CRM market includesparticipants from a variety of market segments, including consulting andsystems integration firms, contract programming companies, application softwarefirms and their professional services groups, and teleservice and contactcenter outsourcers. Our primary competitors can be classified into threegroups:

 

•        Largesystems integrators (e.g., Accenture, PricewaterhouseCoopers, IBM, EDS);

 

•        eServicescompanies (e.g., Sapient, Scient); and

 

•        CRMconsulting companies (e.g., E-Loyalty, One).

 

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Wealso face competition from service organizations within potential clientcompanies. Some of these competitors, particularly large systems integrators,may have a pre-existing relationship with many of our potential customers,either through non-CRM services that they provide to such customers or, in thecase of large management consulting firms, through audit or other non-auditservices those management consulting firms provide to our current or potentialclients.

 

Inaddition to facing a large number of potential competitors, many of ourcompetitors also have certain advantages over us, including:

 

•        bettername recognition;

 

•        abroader range of products and services;

 

•        greatersales, marketing, distribution and technical capabilities;

 

•        significantlygreater revenues and financial resources; and

 

•        establishedmarket positions.

 

Wemay not be able to compete effectively with these companies. In addition,competitors with greater financial resources may be able to respond morequickly to new or emerging technologies and changes in customer requirementsthat may render our services obsolete or make it more difficult for us tocompete with these companies. In addition, the recent economic downturn has putdownward pressure on pricing, and competitors with greater economic resourcesmay be more willing to perform services under reduced prices, which couldnegatively affect our ability to obtain and retain customers, particularly ifcustomers decide to differentiate among vendors on the basis of price. Wecannot predict whether we will be able to compete successfully with ourexisting and new services or with current and future competitors. In addition,we believe that technological change will continue to cause rapid evolution inthe competitive environment. The full scope and nature of these changes aredifficult to predict at this time, but increased competition could lead toreduced gross margins and diminished market share, which could have a materialadverse effect on our business, financial condition and results of operations.

 

**Changes in the general economy and the technology sectorcould affect the demand for the type of services we provide.**

 

Theunexpected economic slowdown has caused our prospective clients to defer theirCRM implementations. In recent quarters, our operating results have beenadversely affected by a slowdown in the technology sector, which has reducedthe spending of our current and potential customers on CRM services andsolutions. Future changes in the economy, including the impact of any acts ofterrorism, or general economic or political conditions that affect the generalbuying habits of our current or prospective customers, could continue to causecustomers to defer or decide against implementing or upgrading their CRMsystems. If the economic conditions in the United States and globally do notimprove, or if we experience a further worsening in the global economicslowdown, the market for CRM services could continue to decrease, which wouldhave a material adverse effect on our business, financial condition and resultsof operations.

 

**We need to attract and retain quality employees in order todevelop and expand our business.**

 

Ourbusiness is labor-intensive and requires highly skilled employees. Most of ourconsultants possess extensive expertise in information technology, strategy,project management, sales and marketing. To continue to serve our client base,we must continue to recruit and retain qualified personnel with expertise ineach of these areas. Although we and many other consulting businesses havereduced our workforces in the past several months, intense competition stillexists for certain employees who have specialized skills or significantexperience in business and technology consulting. We compete for such personnelwith management consulting firms, software firms and other businesses. Many ofthese entities have substantially greater financial and other resources than wedo. In addition, if economic conditions improve and the demand for CRM servicesincreases, we may not be able to hire qualified personnel to meet ourcustomers’ needs. In the past, we have had difficulty recruiting a sufficientnumber of qualified personnel to serve existing and new clients. If we fail torecruit and retain a sufficient number of qualified personnel in the future,our ability to expand our client base or

 

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servicescould be impaired and our business, financial condition and results ofoperations could be adversely affected.

 

**Our operating results may fluctuate significantly fromquarter-to-quarter.**

 

Ahigh percentage of our operating expenses, particularly personnel and relatedcosts, depreciation, office rent and occupancy costs, are fixed in advance ofany particular quarter. As a result, unanticipated variations in the number, orprogress toward completion, of our projects may cause significant variations inoperating results in any particular quarter and could result in losses for thatquarter. Our net revenue and operating results may fluctuate significantly dueto a number of other factors, some of which are outside our control. Thesefactors may include:

 

•        theloss of key personnel and other employees;

 

•        anyfluctuations in market demand for our services, consultant hiring andutilization;

 

•      the contractual terms and timing of completion ofprojects;

 

•        anydelays incurred in connection with projects;

 

•        theaccuracy of our estimates of resources required to complete projects;

 

•        anyuncertainties or changes in our sales cycle;

 

•        theadequacy of provisions for losses;

 

•        thecosts of obtaining or losing customers and accounts;

 

•        anincrease in competition and pricing pressures;

 

•        anychanges in our or our competitors’ business strategies, pricing and billingpolicies;

 

•        thetime and expense of consummating an acquisition; and

 

•        thecosts of integrating acquired operations.

 

Oneor more of the foregoing factors may cause our operating expenses to bedisproportionately high during any given period. Based on the precedingfactors, we may experience a shortfall in revenue or earnings or otherwise failto meet public market expectations, which could materially adversely affect ourbusiness, financial condition or results of operations.

 

**Our revenues are difficult to predict because they aregenerated on a project-by-project basis.**

 

Wederive our revenues primarily from fees for services generated on a project-by-projectbasis. These projects vary in size and scope. Therefore, a client that accountsfor a significant portion of our revenues in a given period may not generate asimilar amount of revenues, if any, in subsequent periods. In addition, afterwe complete a project, we have no assurance that the client will retain us inthe future.

 

Wealso have clients who may terminate their agreements with us, whethertime-and-materials or fixed-fee based, without any prior written notice.Clients may terminate projects before completion. If our clients terminateexisting agreements, our business, financial condition and results ofoperations could suffer material harm.

 

**The loss of a significant client could impact our operations.**

 

Wederive a substantial part of our revenues from a small number of clients.During fiscal 2001, 73% of our revenues came from our top ten customers and 50%came from our top five customers, and during the first quarter of 2002, 87% ofour revenues came from our top ten customers and 62% came from our top fivecustomers. During fiscal 2001, three clients—Best Buy Corporation (12%), NortelNetworks (10%) and Enbridge Services (10%)—each comprised 10% or more of ourrevenues. In the first quarter of 2002, four clients—Blue Cross Blue Shield of Minnesota(16%), Best Buy Corporation (15%), Enbridge Services (11%) and ADP (11%)—eachcomprised 10% or more of our revenues. We may continue to receive a significantportion of our revenues from a small number of customers in future periods. Theloss of one or more of these clients could materially adversely affect

 

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ourbusiness, financial condition and results of operations. In addition, since ourrelationships with Blue Cross Blue Shield of Minnesota and ADP were derivedprimarily through our subcontracting relationship with one of our vendorpartners, Aspect Communications Corp., the loss of our subcontractingrelationship with Aspect also could materially adversely affect our business,financial condition and results of operations. Our services often involve theimplementation of complex information systems that are critical to our clients’operations. Our failure to meet client expectations in the performance of ourservices may damage our reputation and adversely affect our ability to attractand retain clients. If a client is not satisfied with our services, we willgenerally spend additional human and other resources at our own expense toensure client satisfaction. Such expenditures will typically result in a lowermargin on such engagements and could materially adversely affect our business,financial condition and results of operations.

 

**We could be subject to liability claims.**

 

Inthe course of providing services, we may recommend the use of software andhardware products developed by third parties. These products may not perform asexpected or may contain defects. If this occurs, our reputation could bedamaged, and we could be subject to liability. We attempt to limit our exposureto potential liability claims. Such limitations may not be effective. Asuccessful liability claim brought against us may adversely affect ourreputation and could have a material adverse effect on our business, financialcondition and results of operations. Our inability to obtain new clients orlarge-scale implementation and integration projects could materially andadversely affect the growth of our business.

 

**We may not be able to protect our intellectual capital.**

 

Werely on a combination of copyright, trade secret and trademark laws, and thirdparty nondisclosure agreements to protect our intellectual property rights. Itmay be possible for unauthorized third parties to obtain and use informationthat we regard as proprietary or to develop equivalent implementationmethodologies independently. From time to time, third parties may assertpatent, copyright and other intellectual property claims against us.Litigation, which could result in substantial cost to us and diversion of ourresources, may be necessary to enforce patents or our other intellectualproperty rights or to defend ourselves against claimed infringement of therights of others. If we are found to have infringed the intellectual propertyrights of others, we may be prohibited from using this intellectual property ormight be required to license this intellectual property from others. Asuccessful infringement claim could have a material adverse effect on ourbusiness, financial condition and results of operations.

 

**We may not be able to reuse technology that we develop forspecific clients.**

 

Aportion of our business involves the development of technology solutions forspecific client engagements. Ownership of these solutions is the subject ofnegotiation and is frequently assigned to the client, although we may retain alicense for certain uses. Some clients have prohibited us from marketing theapplications developed for them for specified periods of time or to specifiedthird parties. Clients may demand similar or other restrictions in the future.Issues relating to the ownership of and rights to use solutions can becomplicated and disputes may arise that affect our ability to resell or reusethese solutions. Any limitation on our ability to resell or reuse a solutioncould require us to incur additional expenses to develop new solutions forfuture projects.

 

**Our stock price is volatile.**

 

Technologycompanies, including Zamba, frequently experience volatility in their commonstock prices. Factors creating such volatility include:

 

•      quarterly fluctuations in results of operations andachievement of key business metrics;

 

•        changesin earnings estimates by securities analysts;

 

•        announcementsof technological innovations or the introduction of new products;

 

•        marketreaction to any acquisitions, joint ventures or strategic investments announcedby us or our competitors; and

 

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•                       extreme price and volume fluctuations inthe general stock market, which have particularly affected the market price formany technology companies (in some cases unrelated to the operating performanceof those companies).

 

Thesefactors may have a significant adverse impact on the market price of our commonstock. If revenues or earnings in any quarter fail to meet the expectations ofthe investment community, there could be an immediate and material adverseimpact on our stock price.

 

**We could be delisted from the Nasdaq Stock Market.**

 

Ourstock is currently traded on the Nasdaq National Market. If we no longer meetthe requirements to continue our listing on the Nasdaq National Market, ourmarket value and liquidity of the public float of our common stock maydecrease. To remain listed on the Nasdaq National Market, we must satisfy anumber of requirements, including the following:

 

•        ournet tangible assets must be greater than $4,000,000;

 

•        wemust have a public float of at least 750,000 shares with a minimum market valueof $5,000,000;

 

•        wemust have at least two market-makers in our stock;

 

•        wemust have at least 400 holders of our stock; and

 

•        wemust have a minimum bid price of $1.00 per share.

 

Asof May 8, 2002, our common stock was trading at less than $1.00 per share.We have received a notification letter from Nasdaq stating that our commonstock has closed below the minimum bid price of $1.00 per share for 30consecutive trading days. Nasdaq has given us until May 15, 2002 to regaincompliance with the minimum bid price requirement. In response to thenotification letter from Nasdaq, we have initiated the process of applying totransfer our common stock listing to the Nasdaq SmallCap Market (the “SmallCapMarket”). To transfer, we must comply with the requirements for continuedlisting for the SmallCap Market. These requirements include the following:

 

•                       our stockholders’ equity must be at least$2.5 million, our market capitalization must be at least $35 million,or our net income must be at least $500,000 (excluding extraordinary ornon-recurring items) in our most recently completed fiscal year or in two ofour last three most recently completed fiscal years;

 

•        wemust have a public float of at least 500,000 shares with a minimum market valueof $1,000,000;

 

•        wemust have at least two market-makers in our stock;

 

•        wemust have at least 300 round-lot holders of our stock; and

 

•        wemust have a minimum bid price of $1.00 per share.

 

Asof December 31, 2001, we met the requirements for continued listing on theSmallCap Market, except for the minimum bid price and the stockholders’ equityrequirements. However, we are working on obtaining financing that will enableus to satisfy the minimum stockholders’ equity requirement, and we expect thatthis additional financing will enable us to get our transfer applicationapproved. If this occurs, we will be given until August 13, 2002 to meetthe $1.00 minimum bid price requirement. If Nasdaq rejects our application to transferto the SmallCap Market, and we become ineligible to trade on the NasdaqNational Market, our stock would be traded on a less liquid over-the-countermarket. As a result, investors in our common stock would be less able to sellstock holdings or receive accurate stock price quotations. Consequently, themarket value of our common stock could decrease.

 

**We do not pay cash dividends on our common stock.**

 

Wecurrently do not pay any cash dividends on our common stock and do notanticipate paying any cash dividends on our common stock in the foreseeablefuture. We intend to retain future earnings, if any, to finance the expansionof our operations and for general corporate purposes.

 

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