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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 1)



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended January 31, 2003



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number: 0-29757



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VERSATA, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 68-0255203                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



300 Lakeside Drive
Suite 1500

Oakland, CA 94612

(Address including zip code, of principal executive offices)



(510) 238-4100

(Registrants telephone number including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes  x         No ̈



Indicate by check mark whether the registrant
is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No  x



As of February 28, 2003, the total number of outstanding shares of the Registrants
common stock was 7,374,435.



EXPLANATORY NOTE



This Amendment No. 1 to the Registrants Quarterly Report on Form 10-Q for the period
ending January 31, 2003 is being filed solely to include Exhibit 99.1 and Exhibit 99.2, the certifications required by Section 906 of the Sarbanes-Oxley Act of 2002, which the Company inadvertently did not include. No revisions have been made to the
Registrants financial statements or any other disclosure contained in such Quarterly Report.



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PART II.    OTHER INFORMATION



Item 6.    Exhibits and Reports on Form 8-K



|(a) Exhibit No. |  | Description                                                                                                                                         
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|                | 
|99.1            |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|                | 
|99.2            |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(b) Reports on Form 8-K:



The Company filed a Report on Form 8-K, dated February 11, 2003,
containing changes in registrants certifying accountant and appointment of a new board director.



The Company filed a Report on Form 8-K, dated March 11, 2003, containing the Company receiving a NASDAQ notification letter regarding compliance with the
minimum bid price requirement.



SIGNATURES



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.



|                    |  |  |  | VERSATA, INC.                                                                           
|------------------- |  |  |  | ----------------------------------------------------------------------------------------
|                    |  | 
|Date: June 12, 2003 |  |  |  | By                          
/s/     Eugene Wong                                        
|                    |  |  |  |                                                                                         
|                    |  |  |  | Eugene Wong                                                                             
|                    |  |  |  | Chief Executive Officer and Director                                                    
|                    |  | 
|Date: June 12, 2003 |  |  |  | By                         /s/    James
Doehrman                                        
|                    |  |  |  |                                                                                         
|                    |  |  |  | James Doehrman                                                                          
|                    |  |  |  | Chief Operating Officer, Chief Financial Officer, Secretary and Executive Vice President





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CERTIFICATION



I, Eugene Wong, certify that:



1.    I have reviewed this quarterly report on Form 10-Q/A of Versata, Inc.;



2.    Based on my knowledge, this
quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report;



3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly report.



4.    The registrants other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)    designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b)    evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c)    presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;



5.    The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board
of directors (or persons performing the equivalent function):



a)    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material weaknesses in internal controls; and



b)    any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrants internal controls; and



6.    The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



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|Date: June 12, 2003 |  | 
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CERTIFICATION



I, James Doehrman, certify that:



1.    I have reviewed this quarterly report on Form 10-Q/A of Versata, Inc.;



2.    Based on my knowledge, this
quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report;



3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly report.



4.    The registrants other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)    designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b)    evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c)    presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;



5.    The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board
of directors (or persons performing the equivalent function):



a)    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material weaknesses in internal controls; and



b)    any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrants internal controls; and



6.    The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



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|Date: June 12, 2003 |  | 
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