UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

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|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2003                  
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission file number

KINTERA, INC.(Exact name of registrant as specified in its charter)

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|Delaware(State or other jurisdiction of
incorporation or organization)                      |  | 74-2947183(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|9605 Scranton Road, Suite 240
San Diego, California(Address of principal executive offices) |  | 92121(Zip Code)                               

Registrant's telephone number, including area code: (858) 795-3000

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)

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 ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K/A or any amendment to this Form 10-K/A. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý



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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 31, 2004
was $181,131,419, based upon the closing price of the registrant's common stock on the Nasdaq National Market.

The
number of shares outstanding of the registrant's common stock was 23,748,575 as of March 31, 2004.

EXPLANATORY NOTE

The undersigned registrant hereby amends entirely Part III of its Annual Report for the fiscal year ended December 31, 2003 on
Form 10-K as set forth in the pages attached hereto:

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PART III

Item 10. Directors and Executive Officers of the Registrant

The Company has a classified board of directors consisting of three Class I directors (Alfred R. Berkeley III, Dennis N. Berman and Philip Heasley), three
Class II directors (Allen B. Gruber, M.D., Robert Korzeniewski and Deborah D. Rieman, Ph.D.) and two Class III directors (Hector Garcia-Molina, Ph.D. and Harry E. Gruber, M.D.) who will
serve until the annual meetings of stockholders to be held in 2004, 2005 and 2006, respectively, and until their respective successors are duly elected and qualified. Upon expiration of the term of a
class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which such term expires. Each director's term is
subject to the election and qualification of his successor, or his earlier death, resignation or removal. The name, age and position of each of our directors are listed below, together with a brief
account of their business experience. Two of our directors, Harry E. Gruber, M.D., and Allen B. Gruber, M.D., are brothers. There are no other family relationships among any of our directors and
executive officers.

|Name                                  |  | Age |  | Position(s)                                                                                 |  | Director
Since
|------------------------------------- |  | --- |  | ------------------------------------------------------------------------------------------- |  | --------------
|Class I directors:                    |  |     |  |                                                                                             |  |               
|Alfred R. Berkeley III (1)(3)         |  | 59  |  | Director                                                                                    |  | 2003          
|Dennis N. Berman                      |  | 53  |  | Executive Vice President, Corporate Development and Vice Chairman of the Board of Directors |  | 2000          
|Philip Heasley (1)(3)                 |  | 54  |  | Director                                                                                    |  | 2003          
|Class II directors:                   |  |     |  |                                                                                             |  |               
|Allen B. Gruber, M.D.                 |  | 47  |  | Executive Vice President, Sales and Marketing and Director                                  |  | 2000          
|Robert J. Korzeniewski, C.P.A. (1)(2) |  | 47  |  | Director                                                                                    |  | 2003          
|Deborah D. Rieman, Ph.D. (2)(3)       |  | 54  |  | Director                                                                                    |  | 2003          
|Class III directors:                  |  |     |  |                                                                                             |  |               
|Harry E. Gruber, M.D.                 |  | 51  |  | President, Chief Executive Officer and Chairman of the Board of Directors                   |  | 2000          
|Hector Garcia-Molina, Ph.D. (2)(3)    |  | 50  |  | Director                                                                                    |  | 2003          

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Alfred R. Berkeley IIIjoined Kintera as a Director in September 2003. Mr. Berkeley was appointed
Vice Chairman of the NASDAQ Stock Market, Inc. in July 2000 and served through July 2003. Mr. Berkeley had served as President of NASDAQ from 1996 until 2000. From 1972 to
1996, Mr. Berkeley served in a number of capacities at Alex. Brown & Sons, Inc. Most recently, he was Managing Director and Senior Banker in the corporate finance department where
he financed computer software and electronic commerce companies. Mr. Berkeley joined Alex. Brown & Sons, Inc. as a research analyst in 1972 and became a general partner in 1983.
From 1985 to 1987, he served as Head of Information Services for the firm. Mr. Berkeley served as a Captain in the United States Air Force from 1968 to 1972. Mr. Berkeley holds a B.A.
from the University of Virginia and received his M.B.A. from The Wharton School at the University of Pennsylvania.

Dennis N. Bermanco-founded Kintera and has served as our Executive Vice President, Corporate Development and Vice Chairman of
the Board of Directors since 2000. Prior to founding Kintera,

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Mr. Berman
was Vice President of Corporate Development of INTERVU Inc. from 1999 to 2000, where he oversaw strategic alliances and financings. From 1978 to 1985, Mr. Berman was a
law partner and law associate of Fred Adler, a New York City venture capitalist. He has represented technology companies, venture capitalists and underwriters in numerous public and private equity
financings. In addition, he has represented national nonprofit organizations in numerous financings. Mr. Berman holds a B.A. from the University of Pennsylvania and a B.S. from The Wharton
School at the University of Pennsylvania. Mr. Berman also holds a General Course Certificate from the London School of Economics and received his J.D. from Harvard Law School.

Philip Heasleyjoined Kintera as a Director in September 2003. From 2000 until 2003, Mr. Heasley served as Chairman and
Chief Executive Officer of First USA Bank, the credit card subsidiary of Bank One Corp. Prior to joining First USA, Mr. Heasley spent 13 years in executive positions at U.S. Bancorp,
including six years as Vice Chairman and the last two years as President and Chief Operating Officer. Before joining U.S. Bancorp, Mr. Heasley spent 13 years at Citicorp, including three
years as President and Chief Operating Officer of Diners Club, Inc. Mr. Heasley currently serves as a director of Fidelity National Financial, Inc., Ohio Casualty Corporation,
Fair Isaac Corporation, Public Radio International and Catholic Charities of Minneapolis and St. Paul. Mr. Heasley was the past Chairman of the Board of Visa USA, serving in that capacity for
six years. Mr. Heasley holds a B.A. from Marist College and an M.B.A. from Bernard Baruch Graduate School of Business.



Allen B. Gruber, M.D., co-founded Kintera and served as Kintera's initial President. Dr. Gruber
has served as Executive Vice President, Sales and Marketing and a Director of Kintera since 2000. Prior to founding Kintera, Dr. Gruber was a practicing physician specializing in Neurology from
1989 to 1999. Dr. Gruber was also the initial seed investor in INTERVU Inc. and served as a member of its Board of Directors from 1995 until 1996. Dr. Gruber is board certified by
the American Board of Neurology and Psychiatry (Neurology) and has served on the faculty of the University of Texas Health Science Center in San Antonio, Texas. Dr. Gruber worked with the
Muscular Dystrophy Association as a Clinic Director and volunteer and has held various positions with hospitals and health insurance companies. He is on the Board of Directors of the National Multiple
Sclerosis Society in San Diego, California and is a member of Institute of Electrical and Electronics Engineers and the American Academy of Neurology. Dr. Gruber holds a B.A. from the
University of Pennsylvania and received his M.D. from the University of Pennsylvania.

Robert J. Korzeniewski, C.P.A., joined Kintera as a Director in September 2003. Mr. Korzeniewski currently serves as
Executive Vice President, Corporate and Business Development of VeriSign, Inc., a position he has held since June 2000. From 1996 until 2000, Mr. Korzeniewski served as Chief
Financial Officer of Network Solutions, Inc. Prior to joining Network Solutions, Mr. Korzeniewski held various senior financial positions at SAIC from 1987 until 1996.
Mr. Korzeniewski also serves as a director of Talk America Holdings Inc., as well as a number of privately held companies. Mr. Korzeniewski holds a B.S. from Salem State College.

Deborah D. Rieman, Ph.D., joined Kintera as a Director in September 2003. Dr. Rieman currently manages a private investment
fund. From July 1995 to December 1999, Dr. Rieman was the President and Chief Executive Officer of CheckPoint Software Technologies, Inc., an Internet security software
company. Prior to joining CheckPoint, Dr. Rieman held various executive and marketing positions with Adobe Systems Inc., a computer software company, Sun Microsystems Inc., a
computer networking company, and Xerox Corporation, a diversified electronics manufacturer. Dr. Rieman also serves as a director of Altera Corp., Corning Inc., Keynote
Systems, Inc., and Tumbleweed Communications Corporation. Dr. Rieman holds a B.A. from Sarah Lawrence College and received her Ph.D. in mathematics from Columbia University.

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Harry E. Gruber, M.D., co-founded Kintera and has served as our President, Chief Executive Officer and
Chairman of the Board of Directors since 2000. Prior to founding Kintera, Dr. Gruber co-founded INTERVU Inc., a publicly held Internet video and audio delivery company, where
he served as the Chief Executive Officer from 1995 to 2000, and which was acquired by Akamai Technologies, Inc. in 2000. In 1986, Dr. Gruber founded Gensia Pharmaceuticals, Inc.
(now known as SICOR Inc. which was acquired by Teva Pharmaceutical Industries Ltd.) and served as the Vice President, Research of the publicly held biotechnology firm from its inception
until 1995. Dr. Gruber was also the founder of two additional public companies: Aramed, Inc., a central nervous system drug discovery company, and Viagene, Inc., a gene therapy
company, which was acquired by Chiron Corporation. After completing his training in Internal Medicine, Rheumatology and Biochemical Genetics, Dr. Gruber served on the faculty at the University
of California, San Diego from 1977 until 1986. In addition to serving as Chairman of the Board of Directors of Kintera, Dr. Gruber currently is a member of the Board of Overseers of the School
of Arts and Sciences of the University of Pennsylvania, a member of the University of Pennsylvania Medical School Medical Alumni Leadership Council, a board member of the San Diego Regional Chamber of
Commerce Foundation, High Tech High, San Diego and an advisory board member of KPBS and previously served on the UCSD Foundation Board of Directors where he headed the development committee. He is the
author of over 100 original scientific articles and an inventor of 33 issued and numerous pending patents. Dr. Gruber holds a B.A. and an M.D. from the University of Pennsylvania.

Hector Garcia-Molina, Ph.D.,joined Kintera as a member of our Technical Advisory Board and has served as a Director since
September 2003. Dr. Garcia-Molina has been the Leonard Bosack and Sandra Lerner Professor in the Departments of Computer Science and Electrical Engineering at Stanford University since
October 1995 and has served as Chairman of the Department of Computer Science since January 2001. He has been a professor at Stanford University since January 1992. From
August 1994 until December 1997, he was the Director of the Computer Systems Laboratory at Stanford University. Dr. Garcia-Molina also serves on the board of directors of Oracle
Corporation. Dr. Garcia-Molina holds a B.S. in Electrical Engineering from the Instituto Tecnologico de Monterrey, Mexico, and received his M.S. in Electrical Engineering and Ph.D. in Computer
Science from Stanford University.

Information
regarding our executive officers is contained in Item 1 of our Annual Report on Form 10-K filed with the SEC March 30, 2004, under the heading
"Executive Officers."

Audit Committee

The board of directors has established an audit committee which is a standing committee of the board of directors. The members of our audit committee are Alfred
R. Berkeley III, Philip Heasley, and Robert J. Korzeniewski. Each of the members of the Audit Committee is independent for purposes of the Nasdaq rules as they apply to audit committee members.
Mr. Korzeniewski is an audit committee
financial expert, as defined in the rules of the Securities and Exchange Commission ("SEC"). The audit committee oversees, reviews and evaluates our financial statements, accounting and financial
reporting processes, internal control functions and the audits of our financial statements. The audit committee is responsible for the appointment, compensation, retention and oversight of our
independent auditors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Kintera's executive officers, directors and persons who beneficially own more than 10% of
Kintera's common stock to file initial reports of

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ownership
and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish Kintera with copies of all Section 16(a) forms filed by such person.

Based
solely on Kintera's review of such forms furnished to Kintera and written representations from such reporting persons, Kintera believes that all filing requirements applicable to
Kintera's executive officers, directors and more than 10% stockholders were complied with, except that Mr. Korzeniewski filed one late report with respect to the purchase of 2,000 shares of our
common stock in our initial public offering.

Code of Ethics

The Board of Directors has adopted a Code of Ethics that applies to all of our employees, officers and directors. The Code of Ethics is available at the Company's
website at www.kintera.org/site/pp.asp?c=9qLQKYNGE&b=45382.

Item 11. Executive Compensation

The following table summarizes the compensation paid to or earned by our Chief Executive Officer and our other four most highly compensated executive officers
whose total annual salary and bonus during the fiscal year ended December 31, 2003 exceeded $100,000.

Summary Compensation Table

|                                                                                                             |  |           |  | Annual Compensation |                 | Long-Term
Compensation |    |              
|------------------------------------------------------------------------------------------------------------ |  | --------- |  | ------------------- | --------------- | ---------------------- | -- | -------------
|
|Harry E. Gruber, M.D.
President, Chief Executive Officer and Chairman of the Board of Directors              |  | 2003
2002 |  | $$                  | 36,533
140,000  |                        | $  | 65,000
     
|Dennis N. Berman
Executive Vice President, Corporate Development and Vice Chairman of the Board of Directors |  | 2003
2002 |  | $$                  | 36,581
140,000  |                        | $  | 65,000
     
|Jeane Chen, Ph.D.
Executive Vice President, Engineering                                                      |  | 2003
2002 |  | $$                  | 154,450
155,000 |                        | $$ | 37,500
37,500
|Allen B. Gruber, M.D.
Executive Vice President, Sales and Marketing and Director                             |  | 2003
2002 |  | $$                  | 37,079
140,000  |                        |    | 
          
|James A. Rotherham, C.P.A.
Chief Financial Officer                                                           |  | 2003
2002 |  | $$                  | 127,784
130,000 |                        | $  | 65,000
     

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Option Grants in Last Fiscal Year

The following table sets forth certain information with respect to stock options granted to the individuals named in the Summary Compensation Table during the
fiscal year ended December 31, 2003, including the potential realizable value over the ten-year term of the options, based on assumed

5

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rates
of stock appreciation of 5% and 10%, compounded annually, minus the applicable per share exercise price. These assumed rates of appreciation are mandated by the rules of the SEC and do not
represent our estimate or projection of our future common stock price. There can be no assurance that any of the values in the table will be achieved. Actual gains, if any, on stock option exercises
will be dependent on the future performance of our common stock and overall stock market conditions.

In
the fiscal year ended December 31, 2003, we granted options to purchase up to an aggregate of 1,657,074 shares of our common stock to employees, directors and consultants. All
options have a term of ten years. The percentage of total options granted is based upon an aggregate of 1,657,074 options granted during 2003.

|                              |  | Individual Grants |  | Potential Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation
for Option Term
|----------------------------- |  | ----------------- |  | ----------------------------------------------------------------------------------------------
|
|Harry E. Gruber, M.D.         |  |                  |  |                                                                                              
|Dennis N. Berman              |  |                  |  |                                                                                              
|Jeane Chen, Ph.D.             |  |                  |  |                                                                                              
|Allen B. Gruber, M.D.         |  |                  |  |                                                                                              
|James A. Rotherham, C.P.A.(1) |  | 45,000            |  | 2.7                                                                                           

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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth for the individuals named in the Summary Compensation Table their option exercises for the fiscal year ended December 31,
2003, and exercisable and unexercisable options held by them as of December 31, 2003.

The
"Value of Unexercised In-the-Money Options at December 31, 2003" is calculated based on the difference between $12.40, the closing price of our common
stock on the Nasdaq National Market on December 31, 2003, and the exercise price for the shares underlying the option, multiplied by the number of shares issuable upon exercise of the option.
All options were granted under our 2000 Stock Option Plan. All options listed below are immediately exercisable; however, as a condition of exercise, the optionee must enter into a stock restriction
agreement granting us the right to repurchase the unvested shares issuable by such exercise at their cost in the event of the optionee's termination of

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employment.
There were no exercises of options by any of the officers named in the Summary Compensation Table during the fiscal year ended December 31, 2003.

|                           |  | Number of Shares
Underlying Unexercised
Options at
December 31, 2003 (#) |  |   |  |  
|-------------------------- |  | ------------------------------------------------------------------------ |  | - |  | -
|
|
|
|Harry E. Gruber, M.D.      |  |                                                                         |  |  |  |  
|Dennis N. Berman           |  |                                                                         |  |  |  |  
|Jeane Chen, Ph.D.          |  | 75,000                                                                   |  |  |  | $
|Allen B. Gruber, M.D.      |  |                                                                         |  |  |  |  
|James A. Rotherham, C.P.A. |  | 150,000                                                                  |  |  |  | $

Employment and Severance Arrangements

None of our executive officers have any employment or severance arrangements.

Compensation of Directors

Each of our non-employee directors is paid a stipend of $1,000 per month and is reimbursed for reasonable expenses incurred in connection with
attending board and committee meetings. Upon their election to our board of directors, each of our non-employee directors is granted an initial option to purchase up to 50,000 shares of
our common stock at the then fair market value pursuant to the terms of our 2003 Equity Incentive Plan. This option vests daily over four years and such vesting is conditioned upon continued status as
one of our directors. In addition, each non-employee director is automatically granted an option to purchase up to 25,000 shares of our common stock if he or she remains on the board of
directors on the date of each annual meeting of stockholders (unless he or she joined our board of directors within six months of such meeting). Such grants will vest ratably over four years. The
options will become fully vested immediately prior to a change in control of our company. Our directors are also eligible for discretionary option grants under the terms of our 2003 Equity Incentive
Plan.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee in the fiscal year 2003 were Dr. Garcia-Molina, Mr. Korzeniewski and Dr. Rieman. None of these
members is or has ever been one of our officers or employees. No interlocking relationship exists between our board of directors or compensation committee and the board of directors or compensation
committee of any other entity, nor has any interlocking relationship existed in the past.

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Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning the beneficial ownership of the shares of our common stock as of March 31, 2004, by
(i) each person we know to be the beneficial owner of 5% or more of the outstanding shares of our common stock, (ii) each executive officer listed in the Summary Compensation Table,
(iii) each of our directors, and (iv) all of our executive officers and directors as a group.

Except
in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and
investment power with respect to all shares of our common stock shown as beneficially owned by such stockholder. The address of the individuals listed below is the address appearing on the cover of
the registration statement of which this prospectus is part.

Name or Group of Beneficial Owners

Number of
Shares
Beneficially
Owned

Percentage of Shares
Beneficially Owned(1)5% Stockholder:Wasatch Advisors, Inc.(2)
150 Social Hall Avenue
Suite 400
Salt Lake City, UT 84111

1,295,063

5.5
%Executive Officers:Harry E. Gruber, M.D.(3)

4,170,000

17.6
%Allen B. Gruber, M.D.

3,600,500

15.2
%Dennis N. Berman(4)

3,327,850

13.6
%Jeane Chen, Ph.D.(5)

524,950

2.2
%James A. Rotherham, C.P.A.(6)

151,500

*Directors:Hector Garcia-Molina, Ph.D.(7)

60,000

*Alfred R. Berkeley III(8)

50,000

*Deborah D. Rieman, Ph.D.

50,000

*Robert J. Korzeniewski, C.P.A.(9)

52,000

*Philip Heasley(10)

50,000

*Executive officers and directors as a group (10 persons):

12,036,800

49.6
%


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Item 13. Certain Relationships and Related Transactions

Since January 2003, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are a party
in which the amount involved exceeds $60,000 and in which any director, executive officer or beneficial holder of more than 5% of any class of our voting securities or members of such person's
immediate family had or will have a direct or indirect material interest other than the transactions described below. All future transactions between us and any of our directors, executive officers or
related parties will be subject to the review and approval of our audit committee.

In
2000, we provided one of our executive officers, Jeane Chen, Ph.D., with a relocation loan of $150,000. The loan will be forgiven pro rata over four years if Dr. Chen's
employment has not been terminated at such times. As of December 31, 2003, $37,500 of this relocation loan has not been forgiven and remains outstanding.

From
March through September 2003, we sold in a private placement 549,926 shares of Series G preferred stock in exchange for an aggregate purchase price of $5,499,260 in
cash. In connection with such offering, the Gruber Living Trust, Family Share, Jean Gruber, Trustee, purchased 10,000 shares of Series G preferred stock. All shares of our Series G
preferred stock converted into shares of our common stock upon the closing of our initial public offering of shares of our common stock in December 2003. Jean Gruber, the mother of Harry E.
Gruber, M.D., and Allen B. Gruber, M.D., each
of whom is one of our directors and executive officers, is the trustee of the Gruber Living Trust, Family Share, Jean Gruber, Trustee.

In
addition, in connection with such offering, Harry E. Gruber & Joan D. Cunningham TR. DTD. 7/12/88 purchased 100,000 shares of Series G preferred stock, which converted
into shares of our

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common
stock upon the closing of our initial public offering of shares of our common stock in December 2003. Harry E. Gruber, M.D., one of the trustees thereof, is our Chief Executive Officer
and one of our directors, and Joan Cunningham, one of the trustees thereof, is the wife of Harry E. Gruber, M.D.

In
December 2003, we provided services to Dot Org Foundation, a related party and recognized $475,000 in revenue relating to the services provided. This revenue was from a single
customer and was classified as related party revenue as a member of the executive management of the customer is a family relative of certain of our executive officers.

Item 14. Principal Accounting Fees and Services

Fees Paid to Ernst & Young LLP

The following table sets forth the aggregate fees billed to Kintera for the fiscal years ended 2002 and 2003 by Ernst & Young LLP:

Fiscal 2002

Fiscal 2003Audit Fees (1)

$
39,628

$
532,863Audit-Related Fees (2)

$
0

$
172,734Tax Fees

$
0

$
0All Other Fees

$
0

$
0


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The
Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by our independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular
service or category of services. The independent auditor and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditor
in accordance with this pre-approval. The chairperson of the Audit Committee is also authorized, pursuant to delegated authority, to pre-approve additional services of up to
$25,000 per engagement on a case-by-case basis, and such approvals are communicated to the full Audit Committee at its next meeting. This authority may be delegated to any
other member of the Audit Committee as well.

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PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

The following documents are filed as part of this report:

Exhibits.

|Exhibit
Number |  | Description of Document                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1           |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2           |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K

None.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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.

|               |  | KINTERA, INC.
|-------------- |  | -------------
|April 29, 2004 |  | By:          

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