SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002



OR



(    ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES ACT OF 1934



FOR THE TRANSITION PERIOD FROM
 TO



COMMISSION FILE NUMBER 000-25147



INTERNET AMERICA, INC.

(Exact name of registrant as specified in its charter)



|TEXAS                                                          |  | 86-0778979                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|350 N. ST. PAUL, SUITE 3000, DALLAS, TX  |  | 75201     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



Registrants
telephone number, including area code: (214) 861-2500



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



OUTSTANDING AT FEBRUARY 6, 2003



---



Common Stock at $.01 par value: 10,295,663 shares





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PART IFINANCIAL
INFORMATION



ITEM 1FINANCIAL STATEMENTS



INTERNET AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                  |  | December 31, 2002 |             |   | June 30, 2002 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ------------- | -
|ASSETS                                                                                                                                                            |  | (Unaudited)       |             |   |               |  
|CURRENT ASSETS:                                                                                                                                                   |  |                   |             |   |               |  
|Cash and cash equivalents                                                                                                                                         |  | $                 | 3,911,230   |   |               | $
|Restricted cash                                                                                                                                                   |  |                   | 532,053     |   |               |  
|Accounts receivable, net of allowance for uncollectible accounts of $1,496,108 and
$2,038,054 as of December 31, 2002 and June 30, 2002, respectively             |  |                   | 581,925     |   |               |  
|Prepaid expenses and other current assets                                                                                                                         |  |                   | 323,993     |   |               |  
|                                                                                                                                                                  |  |                   |             |   |               |  
|Total current assets                                                                                                                                              |  |                   | 5,349,201   |   |               |  
|Property and equipment, net                                                                                                                                       |  |                   | 594,276     |   |               |  
|Other assets, net                                                                                                                                                 |  |                   | 4,398,970   |   |               |  
|                                                                                                                                                                  |  |                   |             |   |               |  
|                                                                                                                                                                  |  | $                 | 10,342,447  |   |               | $
|                                                                                                                                                                  |  |                   |             |   |               |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                              |  |                   |             |   |               |  
|CURRENT LIABILITIES:                                                                                                                                              |  |                   |             |   |               |  
|Trade accounts payable                                                                                                                                            |  | $                 | 640,839     |   |               | $
|Accrued liabilities                                                                                                                                               |  |                   | 2,168,121   |   |               |  
|Deferred revenue                                                                                                                                                  |  |                   | 2,446,240   |   |               |  
|Current maturities of capital lease obligations                                                                                                                   |  |                   | 47,939      |   |               |  
|Current maturities of long-term debt                                                                                                                              |  |                   |            |   |               |  
|                                                                                                                                                                  |  |                   |             |   |               |  
|Total current liabilities                                                                                                                                         |  |                   | 5,303,139   |   |               |  
|Capital lease obligations, net of current portion                                                                                                                 |  |                   |            |   |               |  
|Accrued lawsuit liability                                                                                                                                         |  |                   | 3,300,000   |   |               |  
|                                                                                                                                                                  |  |                   |             |   |               |  
|Total liabilities                                                                                                                                                 |  |                   | 8,603,139   |   |               |  
|                                                                                                                                                                  |  |                   |             |   |               |  
|SHAREHOLDERS EQUITY:                                                                                                                                             |  |                   |             |   |               |  
|Common stock, $.01 par value; 40,000,000 shares authorized, 10,230,902 and 10,105,249
issued and outstanding at December 31, 2002 and June 30, 2002, respectively |  |                   | 102,309     |   |               |  
|Additional paid-in capital                                                                                                                                        |  |                   | 55,576,367  |   |               |  
|Note receivable from a shareholder and an officer                                                                                                                 |  |                   | (82,000     | ) |               |  
|Accumulated deficit                                                                                                                                               |  |                   | (53,857,368 | ) |               |  
|                                                                                                                                                                  |  |                   |             |   |               |  
|Total shareholders equity                                                                                                                                        |  |                   | 1,739,308   |   |               |  
|                                                                                                                                                                  |  |                   |             |   |               |  
|                                                                                                                                                                  |  | $                 | 10,342,447  |   |               | $
|                                                                                                                                                                  |  |                   |             |   |               |  



See
accompanying notes to condensed consolidated financial statements.





---

Financial StatementsContinued



INTERNET AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                            |  | Three Months Ended December 31, |            |   | Six Months Ended December 31, |  
|------------------------------------------- |  | ------------------------------- | ---------- | - | ----------------------------- | -
|                                            |  | 2002                            |            |   | 2001                          |  
|REVENUES:                                   |  |                                 |            |   |                               |  
|Internet services                           |  | $                               | 4,617,326  |   |                               | $
|Other                                       |  |                                 | 9,263      |   |                               |  
|Total                                       |  |                                 | 4,626,589  |   |                               |  
|                                            |  |                                 |            |   |                               |  
|OPERATING COSTS AND EXPENSES:               |  |                                 |            |   |                               |  
|Connectivity and operations                 |  |                                 | 2,077,282  |   |                               |  
|Sales and marketing                         |  |                                 | 137,131    |   |                               |  
|General and administrative                  |  |                                 | 1,212,701  |   |                               |  
|Provision for bad debt expense              |  |                                 | 153,826    |   |                               |  
|Depreciation and amortization               |  |                                 | 199,185    |   |                               |  
|                                            |  |                                 |            |   |                               |  
|Total                                       |  |                                 | 3,780,125  |   |                               |  
|                                            |  |                                 |            |   |                               |  
|OPERATING INCOME (LOSS)                     |  |                                 | 846,464    |   |                               |  
|INTEREST EXPENSE, NET                       |  |                                 | (142,933   | ) |                               |  
|PROVISION FOR INCOME TAXES                  |  |                                 |           |   |                               |  
|NET INCOME (LOSS)                           |  | $                               | 703,531    |   |                               | $
|                                            |  |                                 |            |   |                               |  
|NET INCOME (LOSS) PER COMMON SHARE:         |  |                                 |            |   |                               |  
|BASIC                                       |  | $                               | 0.07       |   |                               | $
|                                            |  |                                 |            |   |                               |  
|DILUTED                                     |  | $                               | 0.07       |   |                               | $
|                                            |  |                                 |            |   |                               |  
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |  |                                 |            |   |                               |  
|BASIC                                       |  |                                 | 10,228,203 |   |                               |  
|DILUTED                                     |  |                                 | 10,279,906 |   |                               |  



See
accompanying notes to condensed consolidated financial statements.





---

Financial StatementsContinued



INTERNET AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                          |  | Six Months Ended December 31, |          
|--------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ---------
|                                                                                                          |  | 2002                          |          
|OPERATING ACTIVITIES:                                                                                     |  |                               |          
|Net income (loss)                                                                                         |  | $                             | 1,275,921
|Adjustments to reconcile net income (loss) to net cash provided by operating
activities:                  |  |                               |          
|Depreciation and amortization                                                                             |  |                               | 432,528  
|Provision for bad debt expense                                                                            |  |                               | 299,789  
|Non-cash compensation expense                                                                             |  |                               | 20,000   
|Changes in operating assets and liabilities:                                                              |  |                               |          
|Restricted cash                                                                                           |  |                               | (332,053 
|Accounts receivable                                                                                       |  |                               | (208,735 
|Prepaid expenses and other current assets                                                                 |  |                               | (54,161  
|Other assets                                                                                              |  |                               | 52,074   
|Accounts payable and accrued liabilities                                                                  |  |                               | 16,315   
|Deferred revenue                                                                                          |  |                               | (383,153 
|                                                                                                          |  |                               |          
|Net cash provided by operating activities                                                                 |  |                               | 1,118,525
|                                                                                                          |  |                               |          
|INVESTING ACTIVITIES                                                                                      |  |                               |          
|Purchases of property and equipment                                                                       |  |                               | (88,215  
|                                                                                                          |  |                               |          
|Net cash used in investing activities                                                                     |  |                               | (88,215  
|                                                                                                          |  |                               |          
|FINANCING ACTIVITIES:                                                                                     |  |                               |          
|Proceeds from issuance of common equity                                                                   |  |                               | 30,411   
|Principal payments of capital lease obligations                                                           |  |                               | (44,290  
|Principal payments of long-term debt                                                                      |  |                               | (6,746   
|                                                                                                          |  |                               |          
|Net cash used in financing activities                                                                     |  |                               | (20,625  
|                                                                                                          |  |                               |          
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                 |  |                               | 1,009,685
|CASH AND CASH EQUIVALENTS, beginning of period                                                            |  |                               | 2,901,545
|                                                                                                          |  |                               |          
|CASH AND CASH EQUIVALENTS, end of period                                                                  |  | $                             | 3,911,230
|                                                                                                          |  |                               |          
|SUPPLEMENTAL INFORMATION:                                                                                 |  |                               |          
|Cash paid for interest                                                                                    |  | $                             | 68,178   
|Capital lease obligations incurred for equipment                                                          |  | $                             |         
|Issuance of 200,000 shares of common stock in exchange for note receivable from an
officer of the company |  | $                             |         



See
accompanying notes to condensed consolidated financial statements.





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INTERNET AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. |  | Basis of Presentation
|-- |  | ---------------------



Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to Article 10 of Regulation S-X of the Securities and Exchange Commission. The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management,
all adjustments necessary to achieve a fair statement of the Companys financial position and results of operations for the interim periods presented. All such adjustments are of a normal and recurring nature. These condensed financial
statements should be read in conjunction with the financial statements for the year ended June 30, 2002, included in the Companys Annual Report on Form 10-K (File No 000-25147).



|2. |  | Basic and Diluted Net Income (Loss) Per Share
|-- |  | ---------------------------------------------



There are no adjustments required to be made to net income (loss) for the purpose of computing basic and diluted earnings per share
(EPS) for the three and six months ended December 31, 2002. During the three and six months ended December 31, 2002, options to purchase 58,000 shares of common stock were included in the computation of diluted EPS because the options
were in the money as of December 31, 2002 and it resulted in 51,703 and 49,673 common stock equivalents to be added to the weighted average shares for the three and six months ended December 31, 2002, respectively. During the three and
six months ended December 31, 2001, options to purchase 1,194,870 shares of common stock were not included in the computation of diluted EPS because the Company incurred a net loss for the period and the effect of such instruments was antidilutive.
During the three and six months ended December 31, 2002 and 2001, no options to purchase shares of common stock were exercised.



|3. |  | Issuance of Shares of Common Stock
|-- |  | ----------------------------------



Pursuant to a Stock Purchase Agreement entered into during September 2000, the Company issued 200,000 shares of its common stock to an
officer in exchange for cash of $2,000 and a note receivable, bearing interest at 6.33%, for $685,500. The purchase price per share of the common stock under the Stock Purchase Agreement was the closing price of the common stock on the date the
Companys board of directors approved the transaction. Under the terms of the Stock Purchase Agreement, the officer had the option to put the shares of common stock to the Company during the term of the Stock Purchase Agreement for $3.4375 per
share. The officer exercised the put agreement on August 6, 2001. On that day another stock purchase agreement was entered into between the officer and the Company. The Company issued 200,000 shares of common stock to the officer in exchange for
cash of $2,000 and a note receivable, bearing interest at 6.33%, for $82,000. Under the terms of the new Stock Purchase Agreement, the officer has the option to put the shares of common stock to the Company during the term of the Stock Purchase
Agreement for $0.42 per share. In connection with the put option, the Company recognized a non-cash compensation expense of $20,000 and $54,000 during the six months ended December 31, 2002 and 2001, respectively, which was a result of the decrease
in the price of the Companys common stock between July 1, 2002 and December 31, 2002 and July 1, 2001 and December 31, 2001, respectively.



|4. |  | Recently Issued Accounting Pronouncements
|-- |  | -----------------------------------------



In July 2001, the FASB issued SFAS 143, Accounting for Asset Retirement Obligations. SFAS 143 establishes standards associated
with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Companys adoption of this standard did
not have a material impact on its financial statements.



In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS 144 addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived
assets to be disposed of. The provisions of SFAS 144 are generally effective for financial statements issued for fiscal years beginning after December 15, 2001. The Companys adoption of this standard did not have a material impact on its
financial statements.





---



In April 2002,
the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145 rescinds certain standards and modifies certain standards related to the extinguishment of
debt and sale-leaseback transactions. The provisions of SFAS 145 are generally effective after May 15, 2002. The Companys adoption of this standard did not have a material impact on its financial statements.



In June 2002, the FASB issued SFAS 146 Accounting for
Costs Associated with Exit or Disposal Activities. SFAS 146 establishes standards for accounting for costs associated with exit or disposal activities and nullifies EITF 94-3. The provisions of SFAS 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. The Companys adoption of this standard did not have a material impact on its financial statements.



|5. |  | Other Assets
|-- |  | ------------



The carrying value of other assets at December 31, 2002 is as follows:



|                              |  | Goodwill |             |   | Deposits and other |   | Total   | 
|----------------------------- |  | -------- | ----------- | - | ------------------ | - | ------- | 
|Original Cost                 |  | $        | 26,023,407  |   |                    | $ | 103,493 | 
|Less accumulated amortization |  |          | (21,727,930 | ) |                    | $ |        | 
|Other assets, net             |  | $        | 4,295,477   |   |                    | $ | 103,493 | 



The
Company adopted SFAS No. 142 effective July 1, 2002. If the Company had adopted SFAS No. 142 on July 1, 2001, the Companys net loss for the three and six months ended December 31, 2001 would have been as follows:



|                                |  | Three Months Ended December 31, 2001 |            |   | Six Months Ended December 31, 2001 |  
|------------------------------- |  | ------------------------------------ | ---------- | - | ---------------------------------- | -
|Reported net loss               |  | $                                    | (2,975,246 | ) |                                    | $
|Add back: Goodwill amortization |  |                                      | 2,200,000  |   |                                    |  
|Adjusted net loss               |  | $                                    | (775,246   | ) |                                    | $
|Basic loss per share:           |  |                                      |            |   |                                    |  
|Reported net loss               |  | $                                    | (.30       | ) |                                    | $
|Add back: Goodwill amortization |  |                                      | .22        |   |                                    |  
|Adjusted net loss               |  | $                                    | (.08       | ) |                                    | $



|6. |  | Letter of Credit Security Commitment Agreement
|-- |  | ----------------------------------------------



On September 18, 2001, the Company entered into a Letter of Credit Security Commitment Agreement with the Companys Chairman, William
O. Hunt, to finance an appeal bond in the approximate amount of $3.3 million in connection with a judgment entered against the Company. Under this agreement, Mr. Hunt will collateralize a letter of credit in the amount of $3.3 million and the
Company will pay Mr. Hunt a commitment fee of 8% per annum, paid quarterly. If the Company reduces the collateral amount by substituting an alternative collateral for the letter of credit, then Mr. Hunt would have a ninety day option to purchase
shares of common stock of the Company equal in value to all or a portion of the amount of the reduction, based on when it occurs. The purchase price would be $0.35 per share. If a reduction occurs, Mr. Hunt could purchase shares of common stock of
the Company equal in value to the full amount of the reduction.





---

Should the letter of credit be funded in the full amount or in a reduced amount to pay a
settlement or judgment, the Company will enter into a secured convertible promissory note for the funded amount. Interest on the note would accrue at 12% per annum and be payable quarterly during the first two years after issuance. The note could be
converted into common stock within two years of issuance at the purchase price discussed above. If the note was not converted within two years of issuance, the conversion option would terminate and all principal and unpaid accrued interest would be
payable in four quarterly payments over the third year. If the amount of the note is less than the full amount of the letter of credit, the balance would be treated as a reduction and Mr. Hunt would also have the purchase rights discussed above. If
the Company pays the note prior to its maturity, Mr. Hunt would have a thirty day option to purchase shares of common stock of the Company equal in value to the amount of the prepayment at $0.35 per share. If Mr. Hunt does not exercise this thirty
day option, he would be issued a warrant to purchase, at the same price, one-half of the number of shares that were subject to the option. The warrant would terminate, if unexercised, on the second anniversary of the note issuance date.



The obligations to Mr. Hunt are secured by the
Companys assets other than accounts receivable. Under a registration agreement, Mr. Hunt has demand and piggyback registration rights with respect to any shares issued under the Letter of Credit Security Commitment Agreement. The demand
registration right is subject to a 120 day deferral if the Board of Directors determines that such registration would be seriously detrimental to the Company or its shareholders.



|7. |  | Restricted Cash
|-- |  | ---------------



On September 18, 2001, we entered into an agreement with our Chairman, William O. Hunt, in which Mr. Hunt collateralized an appeal bond
with a letter of credit in the approximate amount of $3.3 million to appeal a judgment entered against the Company, Mr. Hunt and a former executive officer of the Company. Internet America collateralized a portion of the appeal bond by placing
$200,000 in short term certificates of deposit required to be in place for the duration of the appeal. In August 2002, the Company increased the amount of these short term certificates of deposit by approximately $332,000 in order to significantly
reduce the annual premium of the appeal bond.



|8. |  | Income Taxes
|-- |  | ------------



During the three and six months ended December 31, 2002, the Company generated net income. No provision for income taxes has been recorded
as the Company has reduced the valuation allowance on its net operating losses generated in prior periods. As of December 31, 2002, the Company continues to maintain a full valuation allowance for its net deferred tax assets. Given its limited
history of generating net income, the Company does not consider the future recoverability of the net deferred tax assets to be more likely than not at this time.



|9. |  | Commitments and Contingencies
|-- |  | -----------------------------



There have been no material changes in the legal proceedings previously reported in the Companys Annual Report on Form 10-K for the
year ended June 30, 2002 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.



|10. |  | Reclassifications
|--- |  | -----------------



Certain prior period amounts have been reclassified to conform to the current period presentation.





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ITEM 2



MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Certain statements contained in this Form 10-Q constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements, identified by words such as anticipate, believe, estimate, should, expect
and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject
to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. We do not intend to update the
forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. Our Annual Report on Form 10-K for the fiscal year ended June 30, 2002 and other publicly filed reports discuss some
additional important factors that could cause our actual results to differ materially from those in any forward-looking statements.



Overview



Internet America is an Internet service provider (ISP) that provides a wide array of Internet services tailored to meet the
needs of individual and business subscribers. We afford our subscribers a high quality Internet experience with fast, reliable service and responsive customer care. As of December 31, 2002, we served approximately 111,000 subscribers in the
southwestern United States.



The growth of the
Internet has resulted in increased competition for existing services and increased demand for new products and services. Increases in demand and a surge in Internet users have fostered an increase in the number of ISPs providing access to the
Internet. Our competitors advertise in our existing markets with aggressive new promotions or offers of free Internet access. We believe we are well positioned to deal with these competitive forces by continuing to build high user density and
maintaining a rational business plan.



High user
density is the cornerstone of our business strategy. We will continue to pursue an ambitious growth strategy, but in a controlled manner. Our goal is to rapidly create high user density in specific markets to maintain positive EBITDA (Earnings
Before Interest, Taxes, Depreciation, and Amortization) and net income.



Recent technological developments have facilitated the increased adoption of broadband access via mechanisms such as cable, fixed/mobile wireless, and copper pair allowing voice, video, and data to occur simultaneously over
one connection. The emergence of low-cost broadband solutions will significantly impact the ability of many ISPs to compete. We are committed to being a leader in offering cost effective broadband solutions to individuals and businesses. High-speed
connectivity is essential to the commercially viable deployment of new, value-added services such as Internet telephony, particularly Voice Over Internet Protocol (VoIP), video and audio programming distribution and other high bandwidth
applications. We believe we are well positioned to efficiently market and deploy our broadband products due to the high density of our subscriber base.



Given the high level of competition in the industry for new subscribers, we will be more selective with investing in direct response
advertising. We plan to concentrate our direct response advertising more heavily in markets where we have established branding than in new markets.



Our amortization expense increased through fiscal year 2002 as the costs of purchased subscriber bases were written off. No amortization
expense was recorded for the three and six months ended December 31, 2002 and no amortization expense will be recorded for future quarters because all of the Companys intangible assets, excluding goodwill, were fully amortized by June 30, 2002
and, in addition, the adoption of SFAS No. 142 related to intangible assets resulted in no amortization expense related to goodwill. As a result, in future quarters with otherwise similar results, we expect to report positive EBITDA and net income.
However, there can be no assurance we will be able to sustain positive EBITDA or net income in the future.



We have an accumulated deficit of $53.9 million at December 31, 2002 and have had annual operating losses since inception until the
current fiscal year as a result of building network infrastructure and rapidly increasing market share.





---

Statement of Operations



Internet services revenue is derived from individual dial-up Internet access, including analog and ISDN
access, DSL access, dedicated connectivity, bulk dial-up access, Web hosting services, and value-added services, such as multiple e-mail boxes and personalized e-mail addresses.



A brief description of each element of our operating expenses follows:



Connectivity and operations expenses consist
primarily of setup costs for new subscribers, telecommunication costs, and wages of network operations and customer support personnel. Connectivity costs include (i) fees paid to telephone companies for subscribers dial-up connections to our
network and (ii) fees paid to backbone providers for connections from our network to the Internet.



Sales and marketing expenses consist primarily of creative and production costs, costs of media placement, management
salaries and call center wages. Advertising costs are expensed as incurred.



General and administrative expenses consist primarily of administrative salaries, professional services, rent and other general business expenses.



Depreciation is computed using the straight
line method over the estimated useful lives of the assets. Data communications equipment, computers, data servers and office equipment are depreciated over three years. We depreciate furniture, fixtures and leasehold improvements over five years.
Purchased subscriber bases and related goodwill are amortized over 30 to 36 months. The assets and liabilities acquired in business combinations are recorded at estimated fair values. The excess of the cost of the net assets acquired over their fair
value is recorded as goodwill and amortized over an estimated life of 36 to 42 months.



Our business is not subject to any significant seasonal influences.



Results of Operations



Three Months Ended December 31, 2002 Compared to Three Months Ended December 31, 2001



The following table sets forth certain unaudited financial data for the three months ended December 31, 2002
and 2001. Operating results for any period are not indicative of results for any future period. Dollar amounts are shown in thousands (except per share data and subscriber counts).





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|                                            |  | Three Months Ended December 31, 2002 |         |   | Three Months Ended December 31, 2001 |      
|------------------------------------------- |  | ------------------------------------ | ------- | - | ------------------------------------ | -----
|                                            |  | (000s)                              |         |   | % of Revenues                        |      
|STATEMENT OF OPERATIONS DATA:               |  |                                      |         |   |                                      |      
|REVENUES:                                   |  |                                      |         |   |                                      |      
|Internet services                           |  | $                                    | 4,617   |   |                                      | 99.8 
|Other                                       |  |                                      | 9       |   |                                      | 0.2  
|                                            |  |                                      |         |   |                                      |      
|Total                                       |  |                                      | 4,626   |   |                                      | 100.0
|                                            |  |                                      |         |   |                                      |      
|OPERATING COSTS AND EXPENSES:               |  |                                      |         |   |                                      |      
|Connectivity and operations                 |  |                                      | 2,077   |   |                                      | 44.9 
|Sales and marketing                         |  |                                      | 137     |   |                                      | 3.0  
|General and administrative                  |  |                                      | 1,212   |   |                                      | 26.2 
|Provision for bad debt expense              |  |                                      | 154     |   |                                      | 3.3  
|Depreciation and amortization               |  |                                      | 199     |   |                                      | 4.3  
|                                            |  |                                      |         |   |                                      |      
|Total                                       |  |                                      | 3,779   |   |                                      | 81.7 
|                                            |  |                                      |         |   |                                      |      
|OPERATING INCOME (LOSS)                     |  |                                      | 847     |   |                                      | 18.3 
|INTEREST EXPENSE, NET                       |  |                                      | (143    | ) |                                      | (3.1 
|NET INCOME (LOSS)                           |  | $                                    | 704     |   |                                      | 15.2 
|                                            |  |                                      |         |   |                                      |      
|NET INCOME (LOSS) PER COMMON SHARE:         |  |                                      |         |   |                                      |      
|BASIC                                       |  | $                                    | 0.07    |   |                                      |      
|                                            |  |                                      |         |   |                                      |      
|DILUTED                                     |  | $                                    | 0.07    |   |                                      |      
|                                            |  |                                      |         |   |                                      |      
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |  |                                      |         |   |                                      |      
|BASIC                                       |  |                                      | 10,228  |   |                                      |      
|DILUTED                                     |  |                                      | 10,280  |   |                                      |      
|OTHER DATA:                                 |  |                                      |         |   |                                      |      
|Subscribers at end of period                |  |                                      | 111,000 |   |                                      |      
|EBITDA(1)                                   |  |                                      | 1,046   |   |                                      |      
|EBITDA margin (2)                           |  |                                      | 22.6    | % |                                      |      

---

|(1) |  | EBITDA (earnings before interest, taxes, depreciation and amortization) EBITDA is not a measurement of financial performance under generally accepted accounting
principles (GAAP) and should not be considered an alternative to net income as a measure of performance. Management has consistently used EBITDA on a historical basis as a measurement of the Companys current operating cash income.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | EBITDA margin represents EBITDA as a percentage of total revenue.
|--- |  | -----------------------------------------------------------------



Total revenue.Total revenue decreased by $1.9 million, or 29.2%, to $4.6 million for the three months
ended December 31, 2002, from $6.5 million for the three months ended December 31, 2001. The Companys subscriber count decreased by 31,000, or 21.8%, to 111,000 as of December 31, 2002 compared to 142,000 as of December 31, 2001. The decrease
in the subscriber count is attributable to tightened credit policies and procedures and normal customer attrition exceeding our rate of new sales and loss of higher revenue DSL customers.





---



Connectivity and operations.Connectivity and operations expense decreased by $1.5 million or 41.7%, to $2.1 million for the three months ended December 31, 2002 from $3.6 million for the three months ended December 31, 2001.
The decrease is primarily due to a decrease in our per unit connectivity costs which resulted mainly from the consolidation of internet and telephone connections and circuits. As a percentage of revenue, connectivity and operations expense decreased
to 44.9% for the three months ended December 31, 2002, from 54.4% for the three months ended December 31, 2001.



Sales and marketing.Sales and marketing expense increased by $92,000, or 204.4%, to $137,000 for the three months ended December
31, 2002, compared to $45,000 for the three months ended December 31, 2001. The expense for the three months ended December 31, 2001 was unusually low due to a credit of $68,000 resulting from the elimination of advertising payables.



General and administrative.General and administrative
expense decreased by $0.2 million, or 14.3%, to $1.2 million for the three months ended December 31, 2002, from $1.4 million for the three months ended December 31, 2001. The decrease is mainly related to the Companys overall effort in cost
reduction. General and administrative expense as a percentage of total revenue increased to 26.2% for the three months ended December 31, 2002, from 21.5% for the three months ended December 31, 2001.



Provision for bad debt expense.Provision for bad debt
expense decreased by $327,000, or 68.0%, to $154,000 for the three months ended December 31, 2002, from $481,000 for the three months ended December 31, 2001. The decrease is mainly related to an overall improvement in the Companys aging of
customer accounts that are at least 90 days old. Provision for bad debt expense as a percentage of revenue decreased to 3.3% for the three months ended December 31, 2002, from 7.4% for the three months ended December 31, 2001. As of December 31,
2002, the Company continues to be fully reserved for all customer accounts that are at least 90 days old.



Depreciation and amortization. Depreciation and amortization decreased significantly by $3.7 million, or 94.9%, to $199,000 for the
three months ended December 31, 2002, from $3.9 million for the three months ended December 31, 2001. Due to the adoption of SFAS No. 142, the Company recorded no amortization expense for the three months ended December 31, 2002. Amortization
expense was $3.5 million for the three months ended December 31, 2001.



Interest expense, net.Interest expense, net decreased by $8,000, or 5.3%, to $143,000 for the three months ended December 31, 2002, from $151,000 for the three months ended December 31, 2001. The slight decrease is
related to the reduction in capital lease and other debt obligations from a year ago. The interest expense for the three months ended December 31, 2002 includes $80,000 in post-judgement interest on an adverse judgement in a lawsuit and $66,000
interest related to a $3.3 million letter of credit agreement with the Companys Chairman, William O. Hunt which was offset by a small amount of interest income.



Six Months Ended December 31, 2002 Compared to Six Months Ended December 31, 2001



The following table sets forth certain unaudited financial
data for the six months ended December 31, 2002 and 2001. Operating results for any period are not indicative of results for any future period. Dollar amounts are shown in thousands (except per share data and subscriber counts.





---



|                                            |  | Six Months Ended December 31, 2002 |         |   | Six Months Ended December 31, 2001 |      
|------------------------------------------- |  | ---------------------------------- | ------- | - | ---------------------------------- | -----
|                                            |  | (000s)                            |         |   | % of Revenues                      |      
|STATEMENT OF OPERATIONS DATA:               |  |                                    |         |   |                                    |      
|REVENUES:                                   |  |                                    |         |   |                                    |      
|Internet services                           |  | $                                  | 9,601   |   |                                    | 99.9 
|Other                                       |  |                                    | 12      |   |                                    | 0.1  
|                                            |  |                                    |         |   |                                    |      
|Total                                       |  |                                    | 9,613   |   |                                    | 100.0
|                                            |  |                                    |         |   |                                    |      
|OPERATING COSTS AND EXPENSES:               |  |                                    |         |   |                                    |      
|Connectivity and operations                 |  |                                    | 4,680   |   |                                    | 48.7 
|Sales and marketing                         |  |                                    | 287     |   |                                    | 3.0  
|General and administrative                  |  |                                    | 2,351   |   |                                    | 24.5 
|Provision for bad debt expense              |  |                                    | 300     |   |                                    | 3.1  
|Depreciation and amortization               |  |                                    | 433     |   |                                    | 4.5  
|                                            |  |                                    |         |   |                                    |      
|Total                                       |  |                                    | 8,051   |   |                                    | 83.8 
|                                            |  |                                    |         |   |                                    |      
|OPERATING INCOME (LOSS)                     |  |                                    | 1,562   |   |                                    | 16.2 
|INTEREST EXPENSE, NET                       |  |                                    | (286    | ) |                                    | (3.0 
|NET INCOME (LOSS)                           |  | $                                  | 1,276   |   |                                    | 13.3 
|                                            |  |                                    |         |   |                                    |      
|NET INCOME (LOSS) PER COMMON SHARE:         |  |                                    |         |   |                                    |      
|BASIC                                       |  | $                                  | 0.13    |   |                                    |      
|                                            |  |                                    |         |   |                                    |      
|DILUTED                                     |  | $                                  | 0.12    |   |                                    |      
|                                            |  |                                    |         |   |                                    |      
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |  |                                    |         |   |                                    |      
|BASIC                                       |  |                                    | 10,198  |   |                                    |      
|DILUTED                                     |  |                                    | 10,248  |   |                                    |      
|OTHER DATA:                                 |  |                                    |         |   |                                    |      
|Subscribers at end of period                |  |                                    | 111,000 |   |                                    |      
|EBITDA(1)                                   |  |                                    | 1,995   |   |                                    |      
|EBITDA margin (2)                           |  |                                    | 20.8    | % |                                    |      
|CASH FLOW DATA:                             |  |                                    |         |   |                                    |      
|Cash flow from operations                   |  |                                    | 1,119   |   |                                    |      
|Cash flow used in investing activities      |  |                                    | 88      |   |                                    |      
|Cash flow used in financing activities      |  |                                    | 21      |   |                                    |      

---

|(1) |  | EBITDA (earnings before interest, taxes, depreciation and amortization) EBITDA is not a measurement of financial performance under generally accepted accounting
principles (GAAP) and should not be considered an alternative to net income as a measure of performance. Management has consistently used EBITDA on a historical basis as a measurement of the Companys current operating cash income.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | EBITDA margin represents EBITDA as a percentage of total revenue.
|--- |  | -----------------------------------------------------------------



Total revenue.Total revenue decreased by $4.2 million, or 30.4%, to $9.6 million for the six months
ended December 31, 2002, from $13.8 million for the six months ended December 31, 2001. The Companys subscriber count decreased by 31,000, or 21.8%, to 111,000 as of December 31, 2002 compared to 142,000 as of December 31, 2001. The decrease
in the subscriber count is attributable to tightened credit policies and procedures and normal customer attrition exceeding our rate of new sales and loss of higher revenue DSL customers.





---



Connectivity and operations.Connectivity and operations expense decreased by $2.3 million, or 32.9%, to $4.7 million for the six months ended December 31, 2002 from $7.0 million for the six months ended December 31, 2001. The
decrease is primarily due to a decrease in our per unit connectivity costs which resulted mainly from the consolidation of internet and telephone connections and circuits. As a percentage of revenue, connectivity and operations expense decreased to
48.7% for the six months ended December 31, 2002, from 50.7% for the six months ended December 31, 2001.



Sales and marketing.Sales and marketing expense decreased by $56,000, or 16.3%, to $287,000 for the six months ended December 31,
2002, compared to $343,000 for the six months ended December 31, 2001. The majority of the decrease relates to a reduction of personnel costs and general advertising programs.



General and administrative.General and administrative expense decreased by $0.6 million, or 20.0%, to
$2.4 million for the six months ended December 31, 2002, from $3.0 million for the six months ended December 31, 2001. The decrease is mainly related to the Companys overall effort in cost reduction. General and administrative expense as a
percentage of total revenue increased to 24.5% for the six months ended December 31, 2002, from 21.5% for the six months ended December 31, 2001.



Provision for bad debt expense.Provision for bad debt expense decreased by $700,000, or 70.0%, to $300,000 for the six months
ended December 31, 2002, from $1.0 million for the six months ended December 31, 2001. The decrease is mainly related to an overall improvement in the Companys aging of customer accounts that are at least 90 days old. Provision for bad debt
expense as a percentage of revenue decreased to 3.1% for the six months ended December 31, 2002, from 7.5% for the six months ended December 31, 2001. As of December 31, 2002, the Company continues to be fully reserved for all customer accounts that
are at least 90 days old.



Depreciation and
amortization. Depreciation and amortization decreased significantly by $7.4 million, or 94.9%, to $433,000 for the six months ended December 31, 2002, from $7.8 million for the six months ended December 31, 2001. Due to the adoption of SFAS No.
142, the Company recorded no amortization expense for the six months ended December 31, 2002. Amortization expense was $7.1 million for the six months ended December 31, 2001.



Interest expense, net.Interest expense, net increased by $38,000, or 15.3%, to $286,000 for the six
months ended December 31, 2002, from $248,000 for the six months ended December 31, 2001. The increase is due to recognition of interest expense of $132,000 related to a $3.3 million letter of credit agreement with the Companys Chairman,
William O. Hunt for a full six month period for the six months ended December 31, 2002 compared to only $77,000 for the six months ended December 31, 2001.



Liquidity and Capital Resources



We have financed our operations to date primarily through (i) public and private sales of equity securities, (ii) loans from shareholders
and third parties and (iii) cash flows from operations.



Cash provided by operating activities totaled $1.1 million and $1.3 million for the six months ended December 31, 2002 and 2001, respectively. Cash provided by operating activities for the six months ended December 31, 2002 was the
result of $2.0 million in positive EBITDA which was offset by uses of cash for restricted cash, accounts receivable and deferred revenue for a total of $924,000.



Cash used in investing activities totaled $88,000 and $320,000 for the six months ended December 31, 2002 and
2001, respectively, which consisted of routine purchases of property and equipment to expand and upgrade our network.



Cash used in financing activities totaled $21,000 and $675,000 for the six months ended December 31, 2002 and 2001, respectively. Cash
used in financing activities for the six months ended December 31, 2002 consisted mainly of payments of $51,000 to service capital leases and long-term obligations which was reduced by proceeds of $30,000 from the issuance of common stock related to
the employee stock purchase plan.



On September
18, 2001, we entered into an agreement with our Chairman, William O. Hunt, in which Mr. Hunt collateralized an appeal bond with a letter of credit in the approximate amount of $3.3 million to appeal a judgment entered against the Company, Mr. Hunt
and a former executive officer of the Company. Internet America



---

collateralized a portion of the appeal bond by placing $200,000 in short term certificates of deposit required to be in place for the
duration of the appeal. In August 2002, the Company increased the amount of these short term certificates of deposit by approximately $332,000 in order to significantly reduce the annual premium of the appeal bond. There were one time transaction
costs to post this appeal bond. Annual recurring financing costs for this bond are up to $333,000.



In addition, if the letter of credit is funded in the full amount or in a reduced amount to pay a judgment or settlement, Internet America
would enter into a convertible secured promissory note for the funded amount. Interest would accrue at 12% per annum and be payable quarterly for the first two years after issuance. If the note was not converted within two years of issuance, the
conversion option would terminate and all principal and unpaid accrued interest would be payable in four quarterly payments over the third year. In connection with the agreement, we granted Mr. Hunt a security interest in our assets other than
accounts receivable.



We estimate that cash on
hand of $3.9 million at December 31, 2002 along with anticipated EBITDA and the appeal bond financing discussed above will be sufficient for meeting our working capital needs for fiscal 2003 with regard to continuing operations in existing markets.
Additional financing will be required to fund acquisitions or expansion into new markets.



Safe Harbor Statement



The following Safe Harbor Statement is made pursuant to the Private Securities Litigation Reform Act of 1995. Certain of the Statements contained in the body of this Report are forward-looking statements (rather
than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. With respect to such forward-looking statements, we seek the protections
afforded by the Private Securities Litigation Reform Act of 1995. These risks include, without limitation, that (1) we will not retain or grow our subscriber base, including DSL and commercial services customers, (2) we will not increase revenues,
EBITDA, profitability or product margins, (3) we will not continue to achieve operating efficiencies, (4) we will not be competitive with existing or new competitors, (5) we will not keep up with industry pricing or technological developments
impacting the Internet, (6) needed financing will not be available to us if and as needed, and (7) we will be adversely affected by dependence on network infrastructure, telecommunications providers and other vendors, by regulatory changes and by
general economic and business conditions. This list is intended to identify certain of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements included elsewhere herein. These
factors are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements included in our other publicly filed reports and documents.



ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET
RISK



No material changes have occurred to
the Companys previously reported risk profile for market-risk sensitive instruments.



ITEM 4. CONTROLS AND PROCEDURES



Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer
and Chief Accounting Officer concluded that the design and operation of these disclosure controls and procedures were effective in timely alerting them to the material information relating to the Company required to be included in its periodic
filings with the Securities and Exchange Commission. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the conclusion of their evaluation.



---



PART IIOTHER
INFORMATION



ITEM 1. LEGAL PROCEEDINGS



There have been no material changes in the legal proceedings
previously reported in the Companys Annual Report on Form 10-K for the year ended June 30, 2002 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



On November 11, 2002, the Company held its 2002 annual
meeting of shareholders, at which the shareholders voted as follows:



|MATTER VOTED ON                                           |  | SHARES VOTED FOR |  | AUTHORITY WITHHELD
|--------------------------------------------------------- |  | ---------------- |  | ------------------
|The election of William O. Hunt to the board of directors |  | 9,202,522        |  | 138,249           



Other
directors whose terms of office continued after the meeting are Jack T. Smith, Peter C. Gibbons, William E. Ladin, Jr. and Gary L. Corona.



|                                                                                                                                                                                      |  | NUMBER OF SHARES
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|MATTER VOTED ON                                                                                                                                                                       |  | FOR             
|Approval of an amendment to the Internet America, Inc. Employee Stock Purchase Plan to
increase by 500,000 the number of shares of common stock reserved for issuance under such plan |  | 9,078,454       



ITEM 6. EXHIBITS AND
REPORTS ON FORM 8-K



(a) Exhibits



|    
|----
|3.1 
|    
|3.2 
|    
|4.1 
|    
|4.2 
|    
|11  
|    
|99.1
|    
|99.2

---

|(1) |  | See note 2 to the financial statements.
|--- |  | ---------------------------------------



(b) Reports on Form 8-K



The Company filed a report on Form 8-K on November 14, 2002 reporting the certifications required by 18 U.S.C. Section
1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.



---



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.



|               |  |     |  | INTERNET AMERICA, INC. (Registrant)                
|-------------- |  | --- |  | ---------------------------------------------------
|              
|Date: 02/14/03 |  | By: |  | /s/ Jack T. Smith                                  
|               |  |     |  | Jack T. Smith President and Chief Executive Officer
|              
|Date: 02/14/03 |  | By: |  | /s/ Mark Novy                                      
|               |  |     |  | Mark Novy Controller and Chief Accounting Officer  



---



CERTIFICATIONS



I, Jack T. Smith, certify
that:



1. I have reviewed this quarterly report on Form 10-Q of
Internet America, 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
officers 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 we 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 officers 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;



6. The registrants other certifying officers 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.



Date: February 14, 2003



|                                     
|-------------------------------------
|/s/ Jack T. Smith                    
|Jack T. Smith Chief Executive Officer



---



I, Mark Novy, certify that:



1. I have reviewed this quarterly report on Form 10-Q of
Internet America, 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
officers 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 we 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 officers 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;



6. The registrants other certifying officers 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.



Date: February 14, 2003



|                                                 
|-------------------------------------------------
|/s/ Mark Novy                                    
|Mark Novy Controller and Chief Accounting Officer



---



INDEX TO
EXHIBITS



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|3.1         |  | Articles of Incorporation, as amended, incorporated by reference to Exhibit Nos. 3.1 and 3.2 on Form SB-2, as
amended, initially filed with the Securities and Exchange Commission on July 21, 1998 (File No. 333-59527).                                                                                                                        
|           
|3.2         |  | By-Laws, as amended, incorporated by reference to Exhibit Nos. 3.3 and 3.4 of the Companys Registration
Statement on Form SB-2, as amended, initially filed with the Securities and Exchange Commission on July 21, 1998 (File No. 333-59527), and Exhibit No. 3.3 to the Companys Form 10-QSB filed on November 15, 1999 (File No.
000-25147).
|           
|4.1         |  | Specimen Common Stock Certificate, incorporated by reference to Exhibit No. 4.1 of the Companys Registration
Statement on Form SB-2, as amended, initially filed with the Securities and Exchange Commission on July 21, 1998 (File No. 333-59527).                                                                                             
|           
|4.2         |  | Pages from the Articles and By-Laws that define the rights of holders of Common Stock, incorporated by reference to
Exhibit 4.2 of the Companys Registration Statement on Form SB-2, initially filed with the Securities and Exchange Commission on January 21, 2000 (File No. 333-95179).                                                      
|           
|11          |  | Computation of earnings per share (1)                                                                                                                                                                                                                                                                                                            
|           
|99.1        |  | Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of
the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                             
|           
|99.2        |  | Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of
the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                             

---

|(1) |  | See note 2 to the financial statements.
|--- |  | ---------------------------------------