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FORM 10-Q
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 2005
 0-13898
 Veramark Technologies, Inc.
  Delaware
    
    16-1192368(State or other jurisdiction of Incorporation
or Organization)
    
    (IRS Employer Identification Number)
 (Address of principal executive offices)(Zip Code)
  
  
  þ o
  o þ
  Common stock, par value $.10
    
    8,770,904 sharesThis report consists of 29 pages.




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INDEX
 PagePART I            FINANCIAL INFORMATIONItem 1 Financial StatementsCondensed Balance Sheets -
June 30, 2005 (Unaudited) and December 31, 2004
    
    3 - 4Condensed Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 2005 and 2004
    
    5Condensed Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2005 and 2004
    
    6 - 7Notes To Condensed Financial Statements (Unaudited)
    
    8 - 12Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    13 - 22Item 3 Quantative and Qualitative Disclosures About Market Risk
    
    23Item 4 Controls and Procedures
    
    23PART II            OTHER INFORMATIONItem 5 Certification of Chief Executive Officer and Chief Accounting Officer
    
    24Item 6 Exhibits and Reports on Form 8-K
    
    24Officers Certifications and Signatures
    
    25  29EX-31.1 302 Certification - 302EX-31.2 302 Certification - CFOEX-32.1 906 Certification - CEOEX-32.2 906 Certification - CFO
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PART
I  FINANCIAL INFORMATION
 VERAMARK TECHNOLOGIES, INC.
 
 CONDENSED BALANCE SHEETS
 (Unaudited)June 30,
    
    December 31,2005
    
    2004ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    688,919
    
    
    $
    722,020Investments
    
    
    391,381
    
    
    
    381,237Accounts receivable, trade (net
of allowance for doubtful accounts
of $25,000 and $24,000, respectively)
    
    
    1,383,382
    
    
    
    1,276,204Inventories, net
    
    
    40,702
    
    
    
    30,717Prepaid expenses and other current assets
    
    
    136,289
    
    
    
    109,809Total Current Assets
    
    
    2,640,673
    
    
    
    2,519,987PROPERTY AND EQUIPMENTCost
    
    
    5,718,365
    
    
    
    5,740,535Less accumulated depreciation
    
    
    (4,910,087
    )
    
    
    (4,846,475
    )Property and Equipment (Net)
    
    
    808,278
    
    
    
    894,060OTHER ASSETS:Software development costs (net of
accumulated amortization of $1,909,303
and $1,506,777, respectively)
    
    
    2,772,575
    
    
    
    2,518,482Pension and related assets
    
    
    2,849,467
    
    
    
    2,778,482Deposits and other assets
    
    
    797,745
    
    
    
    797,745Total other assets
    
    
    6,419,787
    
    
    
    6,094,709TOTAL ASSETS
    
    $
    9,868,738
    
    
    $
    9,508,756
 The accompanying notes are an integral part of these financial statements.
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VERAMARK TECHNOLOGIES, INC.
 
 CONDENSED BALANCE SHEETS
 (Unaudited)June 30,
    
    December 31,2005
    
    2004LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    234,526
    
    
    $
    298,063Accrued compensation and related taxes
    
    
    449,232
    
    
    
    557,805Deferred revenue
    
    
    2,672,741
    
    
    
    2,572,120Other accrued liabilities
    
    
    178,282
    
    
    
    187,977Total Current Liabilities
    
    
    3,534,781
    
    
    
    3,615,965Pension obligation
    
    
    4,761,333
    
    
    
    4,439,398Total Liabilities
    
    
    8,296,114
    
    
    
    8,055,363STOCKHOLDERS EQUITY:Common Stock, par value $.10; shares authorized,
40,000,000; shares issued and outstanding
8,851,129 and 8,749,179
    
    
    885,113
    
    
    
    874,918Additional paid-in capital
    
    
    21,684,196
    
    
    
    21,744,969Accumulated deficit
    
    
    (20,630,691
    )
    
    
    (20,795,128
    )Treasury stock (80,225 shares, at cost)
    
    
    (385,757
    )
    
    
    (385,757
    )Accumulated other comprehensive income
    
    
    19,763
    
    
    
    14,391Total Stockholders Equity
    
    
    1,572,624
    
    
    
    1,453,393TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    9,868,738
    
    
    $
    9,508,756
 The accompanying notes are an integral part of these financial statements.
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VERAMARK TECHNOLOGIES, INC.
 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004NET SALESProduct Sales
    
    $
    880,053
    
    
    $
    794,358
    
    
    $
    1,834,636
    
    
    $
    1,737,457Service Sales
    
    
    1,781,303
    
    
    
    1,773,241
    
    
    
    3,453,092
    
    
    
    3,503,840Total Net Sales
    
    
    2,661,356
    
    
    
    2,567,599
    
    
    
    5,287,728
    
    
    
    5,241,297COSTS AND OPERATING EXPENSES:Cost of sales
    
    
    439,884
    
    
    
    475,632
    
    
    
    879,935
    
    
    
    856,119Engineering and software development
    
    
    178,995
    
    
    
    573,653
    
    
    
    480,787
    
    
    
    811,701Selling, general and administrative
    
    
    1,797,889
    
    
    
    2,032,556
    
    
    
    3,768,996
    
    
    
    4,071,747Total Costs and Operating Expenses
    
    
    2,416,768
    
    
    
    3,081,841
    
    
    
    5,129,718
    
    
    
    5,739,567INCOME (LOSS) FROM OPERATIONS
    
    
    244,588
    
    
    
    (514,242
    )
    
    
    158,010
    
    
    
    (498,270
    )NET INTEREST INCOME (Expense)
    
    
    5,135
    
    
    
    (7,144
    )
    
    
    6,427
    
    
    
    2,422INCOME (LOSS) BEFORE INCOME TAXES
    
    
    249,723

    
    
    
    (521,386
    )
    
    
    164,437
    
    
    
    (495,848
    )INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET INCOME (LOSS)
    
    $
    249,723
    
    
    $
    (521,386
    )
    
    $
    164,437
    
    
    $
    (495,848
    )NET INCOME (LOSS) PER SHAREBasic
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.02
    
    
    $
    (0.06
    )Diluted
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.02
    
    
    $
    (0.06
    )
 The accompanying notes are an integral part of these financial statements.
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VERAMARK TECHNOLOGIES, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
 Six Months Ended June 30,2005
    
    2004OPERATING ACTIVITIES:Net income (loss)
    
    $
    164,437
    
    
    $
    (495,848
    )Adjustments to reconcile net income (loss) to net cash flows
provided by operating activitiesDepreciation and amortization
    
    
    537,725
    
    
    
    388,630Provision for bad debts
    
    
    (5,776
    )
    
    
    (7,707
    )Loss on disposal of fixed assets
    
    
    
    
    
    
    11,548Compensation expense-stock options
    
    
    (98,039
    )
    
    
    9,200Increase in cash surrender value of company-owned life insurance
policies
    
    
    (70,985
    )
    
    
    (70,985
    )Changes in assets and liabilitiesAccounts receivable
    
    
    (101,402
    )
    
    
    92,645Inventories
    
    
    (9,985
    )
    
    
    1,592Prepaid expenses and other current assets
    
    
    (26,480
    )
    
    
    30,410Deposits and other assets
    
    
    
    
    
    
    40,929Accounts payable
    
    
    (63,537
    )
    
    
    130,315Accrued compensation and related taxes
    
    
    (108,573
    )
    
    
    (125,905
    )Deferred revenue
    
    
    100,621
    
    
    
    (117,470
    )Other accrued liabilities
    
    
    (9,695
    )
    
    
    (55,635
    )Pension obligation
    
    
    321,935
    
    
    
    204,435Net cash flows provided by operating activities
    
    
    630,246
    
    
    
    36,154INVESTING ACTIVITIES:Sale (purchase) of investments
    
    
    (4,772
    )
    
    
    436,123Capitalized software development costs
    
    
    (656,619
    )
    
    
    (589,061
    )Additions to property and equipment
    
    
    (49,417
    )
    
    
    (85,006
    )Net cash flows used by investing activities:
    
    
    (710,808
    )
    
    
    (237,944
    )FINANCING ACTIVITY:Exercise of stock options
    
    
    47,461
    
    
    
    22,980Repayment of capital lease obligation
    
    
    
    
    
    
    (2,472
    )Proceeds from employee stock purchase plan
    
    
    
    
    
    
    7,455Net cash flows provided by financing activities
    
    
    47,461
    
    
    
    27,963NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (33,101
    )
    
    
    (173,827
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    722,020
    
    
    
    644,005CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    688,919
    
    
    $
    470,178
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Six Months Ended June 30,2005
    
    2004SUPPLEMENTAL CASH FLOW INFORMATIONCash Transactions:Income taxes paid (received), net
    
    $
    (3,000
    )
    
    $
    25,123Interest paid
    
    $
    9
    
    
    $
    755
 The accompanying notes are an integral part of these financial statements.
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NOTES TO CONDENSED FINANCIAL STATEMENTS
  (1)
    
    GENERAL
    (2)
    
    PROPERTY AND EQUIPMENT
  June 30,
    
    December 31,2005
    
    2004Machinery and equipment
    
    $
    794,314
    
    
    $
    794,314Computer hardware and software
    
    
    1,913,815
    
    
    
    1,935,985Furniture and fixtures
    
    
    1,627,677
    
    
    
    1,627,677Leasehold improvements
    
    
    1,382,559
    
    
    
    1,382,559$
    5,718,365
    
    
    $
    5,740,535
 For the three and six months ended June 30, 2005, the Company recorded depreciation expense
of $67,444 and $135,199. Depreciation expense for the three and six months ended June 30,
2004 were $72,615 and $141,312.(3)
    

STOCK-BASED COMPENSATIONIn 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure. This standard provides
alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. Additionally, the standard also requires
prominent disclosures in the Companys financial statements about the method of accounting
used for stock-based employee compensation, and the effect of the method used when reporting
financial results.
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The Company accounts for stock-based compensation in accordance with SFAS No. 123,
Accounting for Stock-Based Compensation. As permitted by SFAS No. 123, the Company
continues to measure compensation for such plans using the intrinsic value based method of
accounting, prescribed by Accounting Principles Board (APB), Opinion No. 25, Accounting for
Stock Issued to Employees. Had compensation cost for the Companys stock-based compensation
plans been determined based on the fair value at the grant dates for awards consistent with
the method of SFAS No. 123, the Companys net income (loss) and net income (loss) per common
share would have been adjusted to the pro forma amounts indicated below:
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income (loss)
    
    As reported
    
    $
    249,723
    
    
    $
    (521,386
    )
    
    $
    164,437
    
    
    $
    (495,848
    )Add: total
stock-based
compensation
expense included in
net income, net of
related tax effects
    
    
    
    
    (102,082
    )
    
    
    (6,047
    )
    
    
    (98,038
    )
    
    
    9,201Deduct: total
stock-based
compensation
expense determined
under fair value,
net of related tax
effects
    
    
    
    
    (460
    )
    
    
    (77,729
    )
    
    
    (36,006
    )
    
    
    (184,715
    )Pro forma
    
    $
    147,181
    
    
    $
    (605,162
    )
    
    $
    30,393
    
    
    $
    (671,362
    )Net income (loss) per common share
    
    As reportedBasic
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.02
    
    
    $
    (0.06
    )Diluted
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.02
    
    
    $
    (0.06
    )Pro formaBasic
    
    $
    0.02
    
    
    $
    (0.07
    )
    
    $
    0.00
    
    
    $
    (0.08
    )Diluted
    
    $
    0.02
    
    
    $
    (0.07
    )
    
    $
    0.00
    
    
    $
    (0.08
    )
 For purposes of the disclosure above, the fair value of each option grant is estimated on the
date of the grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 2005 and 2004:
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expected volatility
    
    
    149.79
    %
    
    
    144.43
    %
    
    
    149.79
    %
    
    
    144.43
    %Risk-free interest rate
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    3.27
    %Expected life
    
    5 years
    
    5 years
    
    5 years
    
    5 years
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(4)
    
    TOTAL COMPREHENSIVE INCOME (LOSS)
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income (loss)
    
    $
    249,723
    
    
    $
    (521,386
    )
    
    $
    164,437
    
    
    $
    (495,848
    )Accumulated other comprehensive
income
    
    
    3,835
    
    
    
    (6,193
    )
    
    
    5,372
    
    
    
    (1,528
    )Total comprehensive income (loss)
    
    $
    253,558
    
    
    $
    (527,579
    )
    
    $
    169,809
    
    
    $
    (497,376
    )
 (5)
    
    NET INCOME (LOSS) PER SHARE (EPS)SFAS 128 Earnings Per Share requires the Company to calculate net income (loss) per share
based on basic and diluted net income (loss) per share, as defined. Basic EPS excludes
dilution and is computed by dividing net income (loss) by the weighted average number of
shares outstanding for the period. Diluted EPS reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or converted into
common stock. The dilutive effect of outstanding options issued by the Company are reflected
in diluted EPS using the treasury stock method. Under the treasury stock method, options
will only have a dilutive effect when the average market price of common stock during the
period exceeds the exercise price of the options.
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Calculations of Earnings (Loss) Per Share
 Three Months Ended
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    2004
    
    2005
    
    2004BasicNet income (loss)
    
    $
    249,723
    
    
    $
    (521,386
    )
    
    $
    164,437
    
    
    $
    (495,848
    )Weighted average common shares outstanding
    
    
    8,731,852
    
    
    
    8,578,431
    
    
    
    8,702,925
    
    
    
    8,570,630Net income (loss) per common share
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    .02
    
    
    $
    (.06
    )DilutedNet income (loss)
    
    $
    249,723
    
    
    $
    (521,386
    )
    
    $
    164,437
    
    
    $
    (495,848
    )Weighted average common shares outstanding
    
    
    8,731,852
    
    
    
    8,578,431
    
    
    
    8,702,925
    
    
    
    8,570,630Additional dilutive effect of stock options
and warrants after application of treasury
stock method
    
    
    635,728
    
    
    
    
    (1)
    
    
    758,647
    
    
    
    
    (1)Weighted average dilutive shares outstanding
    
    
    9,367,580
    
    
    
    8,578,431
    
    
    
    9,461,572
    
    
    
    8,570,630Net income (loss) per common share assuming
full obligation
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.02
    
    
    $
    (0.06
    )
 
 (1)
    
    There were no dilutive effects of stock options in 2004, as the effect would have been
anti-dilutive due to the net loss incurred. (6)
    
    INDEMNIFICATION OF CUSTOMERSOur agreements with customers generally require us to indemnify the customer against claims
that our software infringes third party patent, copyright, trademark or other proprietary
rights. Such indemnification obligations are generally limited in a variety of
industry-standard respects, including our right to replace an infringing product. As of June
30, 2005 we had not experienced any material losses related to these indemnification
obligations and no material claims with respect thereto were outstanding. We do not expect
significant claims related to these indemnification obligations, and consequently, we have
not established any related reserves.
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(7)
    
    BENEFIT PLANSThe Company sponsors an employee incentive savings plan under Section 401(k) for all eligible
employees. The Companys contributions to the plan are discretionary. There were no
contributions to the plan for the six months ended June 30, 2005 and 2004.The Company also sponsors an unfunded Supplemental Executive Retirement Program (SERP),
which is a non-qualified plan that provides certain key employees defined pension benefits.
Periodic pension expense for the three and six months ended June 30, 2005 and 2004 consisted
of the following:
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Current Service Cost
    
    $
    114,244
    
    
    $
    74,693
    
    
    $
    228,492
    
    
    $
    149,386Amortization of
Prior Service Cost
    
    
    22,650
    
    
    
    21,721
    
    
    
    45,300
    
    
    
    43,442Interest Cost
    
    
    65,605
    
    
    
    47,337
    
    
    
    131,210
    
    
    
    94,674Pension Expense
    
    $
    202,499
    
    
    $
    143,751
    
    
    $
    405,002
    
    
    $
    287,502
 The Company paid pension obligations of $83,067 for both the six months ended June 30, 2005
and 2004.The discount rate used in determining the actuarial present value of the projected benefit
obligation was 6% for the three and six months ended June 30, 2005 and 2004.The Company maintains life insurance covering certain key employees under its Supplemental
Executive Retirement Program with the Company named as beneficiary. The Company intends to
use the death benefits of these policies, as well as loans against the accumulating cash
surrender value of the policies, to fund the pension obligation. The total death benefit
associated with these policies is $10.2 million, with an associated accumulated cash
surrender value of approximately $2,285,000 at June 30, 2005. The accumulated cash surrender
values of these policies at December 31, 2004 was approximately $2,214,000.
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
  Overview
     Sales
  13




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Cost of Sales
  Operating Expenses
  14




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Three Months Ended
    
    Six Months EndedJune 30
    
    June 30,2005
    
    2004
    
    2005
    
    2004Gross expenses for engineering
and software development
    
    $
    555,160
    
    
    $
    704,238
    
    
    $
    1,137,406
    
    
    $
    1,400,762Less: Software development
costs capitalized
    
    
    (376,165
    )
    
    
    (130,585
    )
    
    
    (656,619
    )
    
    
    (589,061
    )Net expenses for engineering
and software development
included in the Companys
statements of operations
    
    
    178,995
    
    
    
    573,653
    
    
    
    480,787
    
    
    
    811,701Plus: Software development
costs amortized and charged
to cost of sales
    
    
    201,263
    
    
    
    144,464
    
    
    
    402,526
    
    
    
    247,678Total Expense Recognized
    
    $
    380,258
    
    
    $
    718,117
    
    
    $
    883,313
    
    
    $
    1,059,379
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Liquidity and Capital Resources
          16




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Accounting Pronouncements
 1)
    
    In December 2003, the Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin (SAB) No. 104, Revenue Recognition, which updates the guidance in SAB No. 101,
integrates the related set of Frequently Asked Questions, and recognizes the role of EITF
00-21. The adoption of SAB No. 104 did not have a material effect on the Companys
consolidated financial statements.2)
    
    In November 2002, the Emerging Issues Task Force reached a consensus on Issue No. 00-21,
Revenue Arrangements with Multiple Deliverables. Issue 00-21 provides guidance on how to
account for arrangements that involve the delivery or performance of multiple products,
services and/or rights to use assets. The provisions of Issue 00-21 applied to revenue
arrangements entered into in periods beginning after June 15, 2003. The adoption of Issue
00-21 did not have a material effect on the Companys financial position or results of
operations.3)
    
    In December 2004, the FASB issued SFAS 123(R), which replaces SFAS 123, Accounting for
Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS 123(R) requires compensation costs relating to share-based payment
transactions be recognized in financial statements. The pro forma disclosure previously
permitted under SFAS 123 will no longer be an acceptable alternative to recognition of
expenses in the financial statements. SFAS 123(R) is effective as of the beginning of the
first reporting period that begins after June 15, 2005, with early adoption encouraged. We
currently measure compensation costs related to share-based payments under APB 25, as allowed
by SFAS 123, and provide disclosure in notes to financial statements as required by SFAS 123.
We are required to adopt SFAS 123(R) starting from the first fiscal quarter of 2006. The
adoption of SFAS 123(R) could have an adverse impact on our net income and net income per
share. We are currently in the process of evaluating the extent of such impact.4)
    
    In December 2004, FASB issued SFAS 153, Exchanges of Nonmonetary Assetsan amendment to
APB Opinion No. 29. This statement amends APB 29 to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has
commercial substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. Adoption of this statement is not expected to have
a material impact on our results of operations or financial condition.5)
    
    In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections  a
replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS 154). SFAS 154 changes
the requirements for the accounting for and reporting of a change in accounting principle.
These requirements apply to all voluntary changes and changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include specific
transition provisions. SFAS 154 is effective for fiscal years beginning after December 15,
2005. As such, the Company is required to adopt these provisions at the beginning of the
fiscal year ended December 31, 2006. The Company is currently evaluating the impact of SFAS
154 on its financial statements.
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Critical Accounting Policies
  
    
    Revenue recognition
    
    Capitalization of software development costs
    
    Allowance for Doubtful Accounts
    
    Pension liability
  Revenue Recognition
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Capitalization of Software Development Costs
  Allowance for Doubtful Accounts
  Pension Liability
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Issues and Risks
  Intellectual Property Rights
  New Products and Services
  Declines in Demand for Software
  Product Development Schedule
  Competition
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Marketing and Sales
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Item 3 Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4 Controls and Procedures
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PART II  OTHER INFORMATION
 
 Item 5: Certification of Chief Executive Officer and Chief Accounting Officer
  
 Item 6: Exhibits and Reports on Form 8-K
 (a)
    
    Exhibits required by Item 601 of Regulation S-K(I) Registrants Condensed Financial Statements for the three and six months ended
June 30, 2005 and 2004 are set forth in Part I, Item 1 of this Quarterly Report on
Form 10-Q.(II) Calculation of income (loss) per share for the three and six months ended June
30, 2005 and 2004, as set forth as Exhibit II.(31.1) CEO Certification Pursuant to Rule 13a-14(a) and 15d-14(a), As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(31.2) Treasurer Certification Pursuant to Rule 13a-14(a) and 15d-14(a), As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(31.1) CEO Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.(31.2) Treasurer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(b)
    
    Reports filed on 8-K during quarter for which report is filed
 (1)
    
    On May 13, 2005, the Company filed a current report on Form 8-K
reporting that the Company issued a press release announcing the companys
financial results for the quarter ended March 31, 2005. A copy of such press
release, was attached as Exhibit 99.1.
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/s/ David G. MazzellaDavid G. MazzellaPresident and CEODate: August 12, 2005/s/ Ronald C. LundyRonald C. LundyTreasurer (Chief Accounting Officer)
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