U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


Amendment
#2





x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended September 30, 2009





o TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from to





Commission
file number 000-53136





Accelerated Acquisitions I,
Inc.


(Exact
name of small business issuer as specified in its charter)





Delaware


(State or
other jurisdiction of incorporation or organization)





26-2012582


(I.R.S.
Employer Identification Number)





122 Ocean Park Blvd. Suite
307, Santa Monica, CA 90405


(Address
of Principal Offices)





(310)
396-1691


(Issuer’s
Telephone Number)





No
change


(Former
name, former address and former fiscal year, if changed since last
report)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 o.





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every interactive
Data  File  required to be submitted and posted pursuant to
Rule 405 of Regulation  S-T  during  the preceding
12 months
(or  for  such  shorter  period  that  the  registrant  was
required to submit and post such files).  o Yes  No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large Accelerated Filer
              o
            
            Accelerated Filer o
            
            Non-Accelerated Filer
              o (Do not check if a
              smaller reporting
              company)
            
            Smaller Reporting Company
              þ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No o.




APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 5,000,000 shares of common stock, par value
$.0001 per share, outstanding as of November 10, 2009.





Transitional Small Business Disclosure
Format (Check one):       Yeso      
Nox









ACCELERATED
ACQUISITIONS I, INC.





-
INDEX -




Page(s)PART
      I – FINANCIAL INFORMATION:Item
      1.
                      Financial
      Statements (unaudited):Balance
      Sheets as of September 30, 2009 and December 31, 2008
                      F-1Statements
      of Operations for the three months ended September 30, 2009 and September
      30, 2008 and for the nine months ended September 30, 2009 and for the
      Cumulative Period from Inception (February 15, 2008) to September 30,
      2009
                      F-2Statements
      of Cash Flows for the nine months ended September 30, 2009 and for the
      Cumulative Period from Inception (February 15, 2008) to September 30,
      2009
                      F-3Notes
      to Financial Statements
                      F-4 – F-6Item 2.
                      Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                      1Item 3.
                      Quantitative
      and Qualitative Disclosures About Market Risk
                      2Item 4T.
      Controls and Procedures
                      3PART
      II – OTHER INFORMATION:Item
      1.
                      Legal
      Proceedings
                      3Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      3Item
      3.
                      Defaults
      Upon Senior Securities
                      3Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      3Item
      5.
                      Other
      Information
                      3Item 6.
                      Exhibits
                      3Signatures
                      4









ACCELERATED ACQUISITIONS I,
INC.


A
Development Stage Company


BALANCE
SHEETS




September
      30
                                              
                                              
                                              December
      31,2009
                                              
                                              
                                              2008(unaudited)
                                              
                                              
                                              (audited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                                              
                                              $
                                              691
                                              
                                              
                                              $
                                              691TOTAL
      ASSETS
                                              
                                              $
                                              691
                                              
                                              
                                              $
                                              691LIABILITIES
      AND STOCKHOLDER’S EQUITYCURRENT
      LIABILITIESAccrued
      expenses
                                              
                                              $
                                              4,966
                                              
                                              
                                              $
                                              3,527Shareholder
      advances
                                              
                                              
                                              3,650
                                              
                                              
                                              
                                              -TOTAL
      LIABILITIES
                                              
                                              $
                                              8,616
                                              
                                              
                                              $
                                              3,527STOCKHOLDER’S
      EQUITY:Preferred
      stock, $.001 par value; 10,000,000 shares authorized; none issued and
      outstanding
                                              
                                              
                                              
                                              
                                              
                                              
                                              -Common
      stock, $.001 par value; 100,000,000 shares authorized; 5,000,000 shares
      issued and outstanding
                                              
                                              
                                              500
                                              
                                              
                                              
                                              500Additional
      paid-in capital
                                              
                                              
                                              7,500
                                              
                                              
                                              
                                              7,500Deficit
      accumulated during the development stage
                                              
                                              
                                              (15,925
                                              )
                                              
                                              
                                              (10,836
                                              )TOTAL
      STOCKHOLDER’S DEFICIT
                                              
                                              
                                              (7,925
                                              )
                                              
                                              
                                              (2,836
                                              )TOTAL
      LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
                                              
                                              $
                                              691
                                              
                                              
                                              $
                                              691





See
notes to unaudited financial statements.




F-1





ACCELERATED
ACQUISITIONS I, INC.


(A
Development Stage Company)


Statements
of Operations (Unaudited)






Three Mos.
                                      Ended
                                      September
                                      30,
                                      2009
                                    
                                    
                                    Three Mos.
                                      Ended
                                      September
                                      30,
                                      2008
                                    
                                    
                                    Nine Mos.
                                      Ended
                                      September
                                      30,
                                      2009
                                    
                                    
                                    Feb 15,
      2008
                                      (Inception)
                                      through
                                      September
      30,
                                      2009Revenues
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Operating
      ExpensesGeneral
      and administrative
                                    
                                    
                                    1,304
                                    
                                    
                                    
                                    2,700
                                    
                                    
                                    
                                    5,089
                                    
                                    
                                    
                                    15,475Net
      Operating Expenses
                                    
                                    
                                    1,304
                                    
                                    
                                    
                                    2,700
                                    
                                    
                                    
                                    5,089
                                    
                                    
                                    
                                    15,475Net
      Loss
                                    
                                    $
                                    (1,304
                                    )
                                    
                                    $
                                    (27,000
                                    )
                                    
                                    $
                                    (5,089
                                    )
                                    
                                    $
                                    (15,475
                                    )Basic
      earnings (loss)  per share—Basic and Diluted
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )Weighted
      average number of common shares outstanding
                                    
                                    
                                    5,000,000
                                    
                                    
                                    
                                    5,000,000
                                    
                                    
                                    
                                    5,000,000




see
accompanying notes to financial statements.




F-2


ACCELERATED ACQUISITIONS I,
INC.


A
Development Stage Company


STATEMENTS OF CASH
FLOWS


(unaudited)





For
      the
                              Nine
                              Months
                              ended
                              September
                              30,
      2009
                            
                            
                            For the
                              Cumulative
                              Period from
                              Inception
                              (February
                              15,
      2008)
                              through
                              September
                              30,
                              2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss)
                            
                            $
                            (5,089
                            )
                            
                            $
                            (15,925
                            )Increase
      (decrease) in accounts payable
                            
                            
                            1,439
                            
                            
                            
                            4,966Net
      cash used by operating activities
                            
                            
                            (3,650
                            )
                            
                            
                            (10,959
                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of common stock
                            
                            
                            -
                            
                            
                            
                            8,000Shareholder
      Advances
                            
                            
                            3,650
                            
                            
                            
                            3,650Net
      cash provided by financing activities
                            
                            
                            3,650
                            
                            
                            
                            11,650NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                            
                            
                            -
                            
                            
                            
                            691Cash
      and cash equivalents at beginning of period
                            
                            
                            691
                            
                            
                            
                            -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                            
                            $
                            691
                            
                            
                            $
                            691




See
notes to unaudited financial statements.




F-3


ACCELERATED ACQUISITIONS I,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


SEPTEMBER 30,
2009





NOTE 1
            -
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:




(a) Organization and
Business:




Accelerated
Acquisitions I, Inc. (“the Company”) was incorporated in the state of Delaware
on February 15, 2008 for the purpose of raising capital that is intended to be
used in connection with its business plan which may include a possible merger,
acquisition or other business combination with an operating
business.





The
Company is currently in the development stage. All activities of the Company to
date relate to its organization, initial funding and share
issuances.





(b)     
      Basis of Presentation





The
accompanying Interim Financial Statements are unaudited and have been prepared
in accordance with accounting principles generally accepted for interim
financial statement presentation and in accordance with the instructions to
Regulations S-K.  Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statement presentation. In the
opinion of management, all adjustments for a fair statement of the results and
operations and financial position for the interim periods presented have been
included.  All such adjustments are of a normal recurring nature. The
financial information should be read in conjunction with the Financial
Statements and notes thereto included in the Company’s Form 10-K Annual Report
for the year ended December 31, 2008 and the Company’s Registration Statement on
Form 10. The September 30, 2009 consolidated financial statements presented
herein may not be indicative of the results of the Company for the year ending
December 31, 2009.





(c)       
    Going Concern




The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business. As reflected in the accompanying financial
statements, the Company has a deficit accumulated during the development stage
of $15,925, used cash from operations of $10,959 since its inception, and has
negative working capital of $7,925 at September 30, 2009. The Company’s ability
to continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. The Company’s ability to continue as a going concern is also
dependent on its ability to find a suitable target company and enter into a
possible reverse merger with such company. Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances, however there is no assurance of additional funding
being available. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments that might arise as a result of this
uncertainty.




(d)      
     Use
of Estimates:




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.




F-4





ACCELERATED ACQUISITIONS I,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


SEPTEMBER 30,
2009





NOTE 1
            -
            ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):




(e)           
Cash
and Cash Equivalents:





For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.




(f)            Income
Taxes:




The
Company utilizes the liability method of accounting for income taxes. Under the
liability method deferred tax assets and liabilities are determined based on the
differences between financial reporting basis and the tax basis of the assets
and liabilities and are measured using enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recognized, when it is more likely than not, that such
tax benefits will not be realized.




(g)           
Loss
per Common Share:


Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments for this
reporting period.


(h)           
Fair
Value of Financial Instruments:





The
carrying value of cash equivalents approximates fair value due to the short
period of time to maturity.





NOTE 2
            -
            CAPITAL
      STOCK:





The total
number of shares of capital stock which the Company has authority to issue is
one hundred ten million (110,000,000). These shares are divided into two classes
with 100,000,000 shares designated as common stock at $.0001 par value (the
“Common Stock”) and 10,000,000 shares designated as preferred stock at $.0001
par value (the “Preferred Stock”). The Preferred stock of the Company shall be
issued by the Board of Directors of the Company in one or more classes or one or
more series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the Board of Directors of the
Company may determine, from time to time.





Holders
of shares of Common stock shall be entitled to cast one vote for each share held
at all stockholders’ meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting
rights.  No holder of shares of stock of any class shall be entitled
as a matter of right to subscribe for or purchase or receive any part of any new
or additional issue of shares of stock of any class, or of securities
convertible




F-5





ACCELERATED ACQUISITIONS I,
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


SEPTEMBER 30,
2009





NOTE 2
            -
            CAPITAL
      STOCK (Continued):




On
February 15, 2008, the Company issued 5,000,000 shares of Common stock at a
purchase price of $.0016 per share, for an aggregate purchase price of
$8,000.00.




NOTE 3
            -
            RECENT
      ACCOUNTING PRONOUNCEMENTS:





Recently
issued accounting pronouncements




FASB
Accounting Standards Codification




(Accounting
Standards Update (“ASU”) 2009-01)




In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the SEC, have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting literature not
included in the Codification has become nonauthoritative. The Codification did
not change GAAP, but instead introduced a new structure that combines all
authoritative standards into a comprehensive, topically organized online
database. The Codification is effective for interim or annual periods ending
after September 15, 2009, and impacts the Company’s financial statements as
all future references to authoritative accounting literature will be referenced
in accordance with the Codification. There have been no changes to the content
of the Company’s financial statements or disclosures as a result of implementing
the Codification during the quarter ended September 30, 2009.




As a
result of the Company’s implementation of the Codification during the quarter
ended October 6, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.




Subsequent
Events




(Included
in ASC 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent
Events”)




ASC 855
established general standards of accounting for and disclosure of events that
occur after the balance sheet date, but before the financial statements are
issued or available to be issued (“subsequent events”). An entity is required to
disclose the date through which subsequent events have been evaluated and the
basis for that date. For public entities, this is the date the financial
statements are issued. ASC 855 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. ASC 855
became effective for interim or annual periods ending after June 15, 2009
and did not impact the Company’s consolidated financial statements. The Company
evaluated for subsequent events through November 12, 2009, the issuance
date of the Company’s financial statements.




F-6


Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





Accelerated
Acquisitions I, Inc. (“we”, “our”, “us” or the “Company”) was organized as a
vehicle to investigate and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages of being a publicly held
corporation. Our principal business objective for the next 12 months and beyond
such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. The Company will not
restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





Results of
Operations





For the
three months ending September 30, 2009, the Company had no revenues and incurred
general and administrative expenses of $1.304.





For the
nine months ending September 30, 2009, the Company had no revenues and incurred
general and administrative expenses of $5,089.





For the
period from inception (February 15, 2008) through September 30, 2009, the
Company had no activities that produced revenues from operations and had a net
loss of $(15,475), due to legal, accounting, audit and other professional
service fees incurred in relation to the formation of the Company and the filing
of the Company’s Registration Statement on Form 10 filed in March 2008 and other
SEC-related compliance matters..





Liquidity
and Capital Resources





As of
September 30, 2009, the Company had assets equal to $691 comprised exclusively
of cash. The Company had current liabilities of $8,616 as of September 30,
2009.





The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:




For the
Cumulative Period from Inception (February 15, 2008) through September 30,
2009




Operating
      activities
                    
                    $
                    (10,959
                    )Investing
      activities
                    
                    
                    -Financing
      activities
                    
                    $
                    11,650Net
      effect on cash
                    
                    $
                    691




The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. If continued funding and
capital resources are unavailable at reasonable terms, the Company may not be
able to implement its plan of operations.





Plan
of Operations





The
Company currently does not engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our
treasury.





During
the next twelve months we anticipate incurring costs related to:





(i)
            filing
      of reports under the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), and




1





(ii)
            consummating an
      acquisition.




We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our sole
stockholder, management or other investors.





The
Company may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.





Since our
Registration Statement on Form 10SB became effective, our officers and sole
director have had limited contact or discussions with representatives of other
entities regarding a business combination with us. Any target business that is
selected may be a financially unstable company or an entity in its early stages
of development or growth, including entities without established records of
sales or earnings. In that event, we will be subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of risk,
and, although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.





The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





Off-Balance
Sheet Arrangements




The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.




2


ITEM
4T.      Controls and Procedures





a.
            Evaluation
      of Disclosure Controls and
Procedures





Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934), as of the end of the period covered by this Quarterly Report on Form
10-Q.  Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were not
effective to ensure that information we are required to disclose in reports that
we file or submit under the Securities Exchange Act of 1934 (i) is recorded,
processed, summarized and reported within the times periods specified in the
Securities and Exchange Commission rules and forms and (ii) is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.  It was determined that such controls and procedures were
not effective because the Company failed to provide an evaluation of its
disclosure controls and procedures in its originally filed Form 10-Q for the
period ended September 30, 2009 in accordance with Item 307 of Regulation S-K.
While the omission was an oversight, the Company recognizes that the failure to
make the required disclosure could be indicative of an overall ineffectiveness
in the Company’s disclosure controls and procedures in general.  As a
result, the mere fact that the disclosure required by Item 307 was not made
requires that the Company conclude that for the period reported such controls
were not effective.





Remediation
Measures.  The Company has now re-examined its disclosure
controls and procedures to ensure that such examination is carried out on a
going forward basis in the manner required by Rule 13a-15 and thereafter
reported in accordance with Item 307.





b.
            Changes
      in Internal Controls





There
were no changes in our internal controls over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.




PART II — OTHER
INFORMATION





Item
1. Legal Proceedings.





To the
best knowledge of the sole officer and sole director, the Company is not a party
to any legal proceeding or litigation.





Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.None.





Item 3. Defaults Upon Senior
Securities. None.





Item 4. Submission of Matters to a
Vote of Security Holders. None.





Item 5. Other Information.
None.




Item
6. Exhibits.




Exhibit
                No.
              
              Description31
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
      ended September 30, 2009.32
              
              Certification
      of the Company’s Principal Executive Officer  and Principal
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes Oxley Act of
  2002.




3


SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Dated:
      January 22, 2010ACCELERATED
      ACQUISITIONS I, INC.By:
              /s/ Timothy J.
      NeherTimothy
      J. NeherPresident




4





EXHIBIT
INDEX





Exhibit
                  No.
                
                Description31
                
                Certification
      of Principal Executive Officer and Principal Financial Officer filed
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
                
                Certification
      of Principal Executive Officer and Principal Financial Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.




5