##### Table of Contents



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, 2008
 Commission File Number 0-13898
 Veramark Technologies, Inc.
  Delaware
    
    16-1192368(State or other jurisdiction of Incorporation
    
    (IRS Employer Identification Number)or Organization)
 (Address of principal executive offices)(Zip Code)
 (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ
 o þ




---



##### 



INDEX
 PagePART I FINANCIAL INFORMATIONItem 1 Financial StatementsCondensed Balance Sheets 
June 30, 2008 (Unaudited) and December 31, 2007
    
    
    3  4Condensed Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 2008 and 2007
    
    
    5Condensed Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2008 and 2007
    
    
    6Notes To Condensed Financial Statements (Unaudited)
    
    
    7  11Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12  20Item 3 Quantative and Qualitative Disclosures About Market Risk
    
    
    21Item 4 Controls and Procedures
    
    
    21PART II OTHER INFORMATIONItem 4 Submission of Matters to a Vote of Security Holders
    
    
    22Item 5 Certification of Chief Executive Officer and Chief Financial Officer
    
    
    23Item 6 Exhibits
    
    
    23Officers
Certifications and Signatures
    
    
    24  29Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



PART I   FINANCIAL INFORMATION
 VERAMARK TECHNOLOGIES, INC.
 
 CONDENSED BALANCE SHEETS
 (Unaudited)June 30,
    
    
    December 31,2008
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    655,677
    
    
    $
    713,342Investments
    
    
    1,370,371
    
    
    
    1,492,288Accounts receivable, trade (net
of allowance for doubtful accounts
of $32,000 and $30,000, respectively)
    
    
    960,347
    
    
    
    1,303,240Inventories, net
    
    
    34,993
    
    
    
    31,764Prepaid expenses and other current assets
    
    
    302,772
    
    
    
    254,274Total Current Assets
    
    
    3,324,160
    
    
    
    3,794,908PROPERTY AND EQUIPMENTCost
    
    
    3,904,673
    
    
    
    5,955,064Less accumulated depreciation
    
    
    (3,408,464
    )
    
    
    (5,433,650
    )Property and Equipment (Net)
    
    
    496,209
    
    
    
    521,414OTHER ASSETS:Software development costs (net of
accumulated amortization of $2,729,035
and $2,179,290, respectively)
    
    
    2,901,489
    
    
    
    3,038,410Pension assets
    
    
    3,281,189
    
    
    
    3,210,204Deposits and other assets
    
    
    905,761
    
    
    
    830,756Total Other Assets
    
    
    7,088,439
    
    
    
    7,079,370TOTAL ASSETS
    
    $
    10,908,808
    
    
    $
    11,395,692
 The accompanying notes are an integral part of these financial statements.
  3




---



##### Table of Contents



VERAMARK TECHNOLOGIES, INC.
 CONDENSED BALANCE SHEETS
 (Unaudited)June 30,
    
    
    December 31,2008
    
    
    2007LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    380,852
    
    
    $
    317,127Accrued compensation and related taxes
    
    
    723,844
    
    
    
    934,387Deferred revenue
    
    
    3,486,967
    
    
    
    3,369,324Current portion of pension obligation
    
    
    462,059
    
    
    
    440,084Other accrued liabilities
    
    
    194,793
    
    
    
    270,524Total Current Liabilities
    
    
    5,248,515
    
    
    
    5,331,446Pension obligation
    
    
    5,027,502
    
    
    
    5,072,447Total Liabilities
    
    
    10,276,017
    
    
    
    10,403,893STOCKHOLDERS EQUITY:Common Stock, par value $.10; shares authorized,
40,000,000; shares issued and outstanding,
9,633,213 and 9,169,093
    
    
    963,321
    
    
    
    916,909Additional paid-in capital
    
    
    22,240,938
    
    
    
    22,171,341Accumulated deficit
    
    
    (22,061,621
    )
    
    
    (21,607,785
    )Treasury stock (80,225 shares, at cost)
    
    
    (385,757
    )
    
    
    (385,757
    )Accumulated other comprehensive income
    
    
    (124,090
    )
    
    
    (102,909
    )Total Stockholders Equity
    
    
    632,791
    
    
    
    991,799TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    10,908,808
    
    
    $
    11,395,692
 The accompanying notes are an integral part of these financial statements.
  4




---



##### Table of Contents



VERAMARK TECHNOLOGIES, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007NET SALESProduct sales
    
    $
    542,661
    
    
    $
    828,542
    
    
    $
    1,154,161
    
    
    $
    1,565,016Service sales
    
    
    1,995,622
    
    
    
    2,219,541
    
    
    
    4,055,768
    
    
    
    4,831,709Total Net Sales
    
    
    2,538,283
    
    
    
    3,048,083
    
    
    
    5,209,929
    
    
    
    6,396,725COSTS AND OPERATING EXPENSES:Cost of sales
    
    
    707,944
    
    
    
    749,835
    
    
    
    1,422,907
    
    
    
    1,737,779Engineering and software development
    
    
    334,243
    
    
    
    296,500
    
    
    
    632,101
    
    
    
    547,447Selling, general and administrative
    
    
    1,771,230
    
    
    
    2,334,527
    
    
    
    3,642,903
    
    
    
    4,339,018Total Costs and Operating Expenses
    
    
    2,813,417
    
    
    
    3,380,862
    
    
    
    5,697,911
    
    
    
    6,624,244LOSS FROM OPERATIONS
    
    
    (275,134
    )
    
    
    (332,779
    )
    
    
    (487,982
    )
    
    
    (227,519
    )NET INTEREST INCOME
    
    
    15,425
    
    
    
    12,635
    
    
    
    34,146
    
    
    
    24,887LOSS BEFORE INCOME TAXES
    
    
    (259,709
    )
    
    
    (320,144
    )
    
    
    (453,836
    )
    
    
    (202,632
    )INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS
    
    $
    (259,709
    )
    
    $
    (320,144
    )
    
    $
    (453,836
    )
    
    $
    (202,632
    )NET LOSS PER SHAREBasic
    
    $
    (0.03
    )
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.02
    )Diluted
    
    $
    (0.03
    )
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.02
    )
 The accompanying notes are an integral part of these financial statements.
  5




---



##### Table of Contents



VERAMARK TECHNOLOGIES, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
 Six Months Ended June 30,2008
    
    
    2007OPERATING ACTIVITIES:Net income (loss)
    
    
    (453,836
    )
    
    
    (202,632
    )Adjustments to reconcile net income (loss) to net cash flows
provided by operating activitiesDepreciation and amortization
    
    
    690,427
    
    
    
    571,403Bad debt expense
    
    
    3,332
    
    
    
    4,470Share based compensation expense
    
    
    47,116
    
    
    
    282,000Pension assets
    
    
    (70,985
    )
    
    
    (70,985
    )Loss on disposal of fixed assets
    
    
    14,571
    
    
    
    Unrealized gain on sale of investments
    
    
    7,068
    
    
    
    Changes in assets and liabilitiesAccounts receivable
    
    
    339,561
    
    
    
    147,864Inventories
    
    
    (3,229
    )
    
    
    3,053Prepaid expenses and other current assets
    
    
    (48,498
    )
    
    
    (23,276
    )Deposits and other assets
    
    
    (75,005
    )
    
    
    (42,222
    )Accounts payable
    
    
    63,725
    
    
    
    (85,788
    )Accrued compensation and related taxes
    
    
    (210,543
    )
    
    
    143,218Deferred revenue
    
    
    117,643
    
    
    
    78,518Other accrued liabilities
    
    
    (75,731
    )
    
    
    (31,021
    )Pension obligation
    
    
    (51,219
    )
    
    
    222,133Net cash flows provided by operating activities
    
    
    294,397
    
    
    
    996,735INVESTING ACTIVITIES:Sale (purchase) of investments
    
    
    121,917
    
    
    
    (727,143
    )Capitalized software development costs
    
    
    (412,824
    )
    
    
    (524,847
    )Additions to property and equipment
    
    
    (130,048
    )
    
    
    (40,437
    )Net cash flows used by investing activities:
    
    
    (420,955
    )
    
    
    (1,292,427
    )FINANCING ACTIVITY:Exercise of stock options
    
    
    57,150
    
    
    
    43,710Proceeds from employee stock purchase plan
    
    
    11,743
    
    
    
    7,041Net cash flows provided by financing activities
    
    
    68,893
    
    
    
    50,751NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (57,665
    )
    
    
    (244,941
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    713,342
    
    
    
    845,384CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    655,677
    
    
    $
    600,443SUPPLEMENTAL CASH FLOW INFORMATIONCash Transactions:Income taxes paid, net
    
    $
    7,725
    
    
    $
    1,859Interest paid
    
    $
    874
    
    
    $
    575
 The accompanying notes are an integral part of these financial statements.
  6




---



##### Table of Contents



NOTES TO CONDENSED FINANCIAL STATEMENTS
  (1) GENERAL
    (2) PROPERTY AND EQUIPMENT
  June 30,
    
    
    December 31,2008
    
    
    2007Machinery and equipment
    
    $
    128,390
    
    
    $
    795,905Computer hardware and software
    
    
    1,348,974
    
    
    
    2,093,026Furniture and fixtures
    
    
    1,041,512
    
    
    
    1,677,783Leasehold improvements
    
    
    1,385,797
    
    
    
    1,388,350$
    3,904,673
    
    
    $
    5,955,064
   7




---



##### Table of Contents



(3) STOCK-BASED COMPENSATION
   Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    RemainingExercise
    
    
    Grant-Date
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Fair Value
    
    
    Term (Yrs)
    
    
    ValueOutstanding as of December 31, 2007
    
    
    2,257,943
    
    
    $
    1.60
    
    
    $
    1.32
    
    
    
    5.1
    
    
    $
    548,550Granted
    
    
    134,500
    
    
    $
    0.65
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (119,000
    )
    
    
    0.48
    
    
    
    
    
    
    
    
    
    
    
    (10,150
    )Canceled
    
    
    (302,840
    )
    
    
    2.91
    
    
    
    
    
    
    
    
    
    
    
    (138,722
    )Outstanding as of June 30, 2008
    
    
    1,970,603
    
    
    $
    1.40
    
    
    $
    1.16
    
    
    
    5.1
    
    
    $
    399,678Options exercisable at June 30, 2008
    
    
    1,833,303
    
    
    $
    1.45
    
    
    $
    1.21
    
    
    
    4.8
    
    
    $
    399,117
  (4) TOTAL COMPREHENSIVE INCOME (LOSS)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net loss
    
    $
    (259,709
    )
    
    $
    (320,144
    )
    
    $
    (453,836
    )
    
    $
    (202,632
    )Reclassification to net periodic benefit cost
    
    
    22,123
    
    
    
    31,400
    
    
    
    44,245
    
    
    
    31,400Unrealized change - pension
    
    
    (36,247
    )
    
    
    
    
    
    
    (72,494
    )
    
    
    Unrealized change on investments
    
    
    (33,992
    )
    
    
    (6,496
    )
    
    
    7,068
    
    
    
    (1,123
    )Total comprehensive loss
    
    $
    (307,825
    )
    
    $
    (295,240
    )
    
    $
    (475,017
    )
    
    $
    (172,355
    )
  8




---



##### Table of Contents



(5) NET INCOME (LOSS) PER SHARE (EPS)
  Calculations of Earnings (Loss) Per Share
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007BasicNet Loss
    
    $
    (259,709
    )
    
    $
    (320,144
    )
    
    $
    (453,836
    )
    
    $
    (202,632
    )Weighted average common shares outstanding
    
    
    9,504,989
    
    
    
    8,940,855
    
    
    
    9,425,951
    
    
    
    8,897,994Net loss per common share
    
    $
    (0.03
    )
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.02
    )DilutedNet loss
    
    $
    (259,709
    )
    
    $
    (320,144
    )
    
    $
    (453,836
    )
    
    $
    (202,632
    )Weighted average common shares outstanding
    
    
    9,504,989
    
    
    
    8,940,855
    
    
    
    9,425,951
    
    
    
    8,897,994Additional dilutive effect of stock options and
warrants after application of treasury stock
method
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average dilutive shares outstanding
    
    
    9,504,989
    
    
    
    8,940,855
    
    
    
    9,425,951
    
    
    
    8,897,994Net loss per common share assuming full obligation
    
    $
    (0.03
    )
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.02
    )
  (6) INDEMNIFICATION OF CUSTOMERS
   9




---



##### Table of Contents



(7) BENEFIT PLANS
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Current Service Cost
    
    $
    10,270
    
    
    $
    68,180
    
    
    $
    24,708
    
    
    $
    136,360Amortization of Prior Service Cost
    
    
    22,123
    
    
    
    15,700
    
    
    
    44,245
    
    
    
    31,400Interest Cost
    
    
    82,688
    
    
    
    78,720
    
    
    
    165,376
    
    
    
    157,440Unrealized change
    
    
    (36,247
    )
    
    
    
    
    
    
    (72,494
    )
    
    
    Pension Expense
    
    $
    78,834
    
    
    $
    162,600
    
    
    $
    161,835
    
    
    $
    325,200
     Period Ending December 31, Unless Stated Otherwise,
 Q1 - Q2 2008
    
    
    114,055Q3 - Q4 2008
    
    
    326,0292009
    
    
    498,1922010
    
    
    498,1922011
    
    
    468,0582012
    
    
    513,8422013 - 2016
    
    
    2,717,021
  10




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Current Service Cost
    
    $
    1,892
    
    
    $
    1,130
    
    
    $
    3,784
    
    
    $
    2,260Interest Cost
    
    
    1,521
    
    
    
    620
    
    
    
    3,042
    
    
    
    1,240PRHB Expense
    
    $
    3,413
    
    
    $
    1,750
    
    
    $
    6,826
    
    
    $
    3,500
  Period Ending December 31, Unless Stated Otherwise,
 Q1 - Q2 2008
    
    
    6,826Q3 - Q4 2008
    
    
    6,8262009
    
    
    13,6492010
    
    
    13,6492011
    
    
    13,6492012
    
    
    13,6492013 - 2016
    
    
    37,096
  11




---



##### Table of Contents



Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
  Overview
       12




---



##### Table of Contents



Sales
    Cost of Sales
   Operating Expenses
   13




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Gross expenditures for engineering & software
development
    
    $
    547,000
    
    
    $
    518,000
    
    
    $
    1,045,000
    
    
    $
    1,073,000Less: Software development costs capitalized
    
    
    (213,000
    )
    
    
    (221,000
    )
    
    
    (413,000
    )
    
    
    (525,000
    )Net expense for engineering and software
    
    $
    334,000
    
    
    $
    297,000
    
    
    $
    632,000
    
    
    $
    548,000
  Liquidity and Capital Resources
      14




---



##### Table of Contents



15




---



##### Table of Contents



Recent Accounting Pronouncements
 1)
    
    In December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141(R), Business Combinations. SFAS 141(R)
establishes principles and requirements for how the acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase, and determines what information
to disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. SFAS 141(R) is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December 15, 2008. As
such, the Company is required to adopt these provisions at the beginning of the fiscal year
ending December 31, 2009. The Company does not expect adoption of SFAS 141(R) to have a
material effect on its financial statements.
 2)
    
    In December 2007, the Financial Accounting Standards Board issued Statement of
Financial
Accounting Standards (SFAS) No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51. SFAS 160 establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. As such, the Company is required to adopt
these provisions at the beginning of the fiscal year ending December 31, 2009. The Company
does not expect SFAS 160 to have a material effect on its financial statements.
 3)
    
    In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (SAB 110). SAB
110 permits companies to continue to use the simplified
method, under certain circumstances, in estimating the expected term of plain vanilla
options beyond December 31, 2007. SAB 110 updates guidance provided in SAB 107 that
previously stated that the Staff would not expect a company to use the simplified method
for share option grants after December 31, 2007. Adoption of SAB 110 did not have a
material impact on the Companys financial statements.
 4)
    
    In March 2007, the Financial Accounting Standards Board ratified Emerging Issues Task
Force (EITF) Issue No. 06-10, Accounting for Collateral Assignment Split-Dollar Life
Insurance Agreements. EITF 06-10 provides guidance for determining a liability for the
postretirement benefit obligation as well as recognition and measurement of the associated
asset on the basis of the terms of the collateral assignment agreement. EITF 06-10 is
effective for fiscal years beginning after December 15, 2007. As such, the Company adopted
these provisions at the beginning of the fiscal year ending December 31, 2008. Adoption of
EITF 06-10 did not have a material impact on the Companys financial statements.
  16




---



##### Table of Contents



5)
    
    In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of
Financial
Accounting Standard (SFAS) No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133. SFAS 161 requires enhanced
disclosures about
an entitys derivative and hedging activities. SFAS 161 is effective
for financial statements issued for fiscal years and interim periods beginning after November
15, 2008 with early application encouraged. As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended December 31, 2009. The Company is
currently evaluating the impact of SFAS 161 on its financial statements, but does not expect
it to have a material effect.
 6)
    
    In May 2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting
Standard (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles.
SFAS 162 identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting principles (GAAP) in the
United States. SFAS 162 is effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently
evaluating the impact of SFAS 162 on its financial statements, but does not expect it to
have a material effect.
 7)
    
    In May 2008, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standard (SFAS) No. 163, Accounting for Financial Guarantee
Insurance Contractsan interpretation of FASB Statement No. 60 (SFAS 163). SFAS 163
interprets Statement 60 and amends existing accounting pronouncements to clarify their
application to the financial guarantee insurance contracts included within the scope of that
Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years. As such, the
Company is required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS 163 on its
financial statements, but does not expect it to have a material effect.
  17




---



##### Table of Contents



Critical Accounting Policies
  
    
    Revenue recognition
 
    
    Capitalization of software development costs
 
    
    Allowance for Doubtful Accounts
 
    
    Pension liability
         18




---



##### Table of Contents



19




---



##### Table of Contents



Issues and Risks
  Intellectual Property Rights
  New Products and Services
 ®
 Declines in Demand for Software
  Product Development Schedule
 ®
 Competition
  Marketing and Sales
   20




---



##### Table of Contents



Item 3 Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4 Controls and Procedures
    21




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 4: Submission of Matters to a Vote of Security Holders
  Election of Directors
 Votes CastWithheldDirector
    
    For
    
    
    AuthorityCharles A. Constantino
    
    
    5,206,627
    
    
    
    3,672,706John E. Gould
    
    
    5,175,012
    
    
    
    3,704,321Andrew W. Moylan
    
    
    5,222,613
    
    
    
    3,656,720Anthony C. Mazzullo
    
    
    6,268,397
    
    
    
    2,610,936Seth J. Collins
    
    
    5,702,416
    
    
    
    3,176,917
 Approval of 2008 Employee Stock Purchase Plan.
 For:
    
    
    3,207,749Against:
    
    
    2,619,676Abstain
    
    
    52,904Broker non-votes
    
    
    2,999,004
 Ratification of the appointment of independent auditors for the year ending December
31, 2008
 For:
    
    
    6,660,257Against:
    
    
    2,180,009Abstain
    
    
    39,067
  22




---



##### Table of Contents



Item 5: Certification of Chief Executive Officer and Chief Financial Officer
  
 Item 6: Exhibits and Reports on Form 8-K
 (a) Exhibits required by Item 601 of Regulation S-K
    Sarbanes-Oxley
 Sarbanes-Oxley
  23




---



##### Table of Contents



SIGNATURES
  VERAMARK TECHNOLOGIES, INC.REGISTRANTDate: August 13, 2008/s/ Anthony C. Mazzullo

Anthony C. MazzulloPresident and Chief Executive OfficerDate: August 13, 2008/s/ Ronald C. Lundy

Ronald C. LundyVice President of Finance andChief Financial Officer
  24




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    
    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
    
    
    CFO Certification Pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    CEO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of
2002.32.2
    
    
    CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of
2002.
  25