##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 (Mark One)
 þ
    

    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2007
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act
 For
the transition period from  To
 Commission file number 0-26192
 MakeMusic, Inc.
  Minnesota
    
    41-1716250(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 
  
  
   þ o
  o þ
   o þ




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##### 



MakeMusic, Inc.
 INDEX
 Page No.PART I. FINANCIAL INFORMATIONItem 1
    
    Condensed Financial Statements
    
    3Condensed Balance Sheets
June 30, 2007 and December 31, 2006
    
    3Condensed Statement of Operations
Three and six-month periods ended June 30, 2007 and 2006
    
    4Condensed Statements of Cash Flows
Three and six-month periods ended June 30, 2007 and 2006
    
    5Notes to Condensed Financial Statements
    
    6Item 2
    
    Managements Discussion and Analysis or Plan of Operation
    
    10Item 3
    
    Controls and Procedures
    
    14PART II. OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    15Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    15Item 3
    
    Defaults Upon Senior Securities
    
    15Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    15Item 5
    
    Other Information
    
    15Item 6
    
    Exhibits
    
    15Signatures
    
    16Exhibit Index
    
    17Bylaws302 Certification of Chief Financial Officer302 Certification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial Officer
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Condensed Financial Statements.
 MakeMusic,
Inc.
 
 Condensed Balance Sheets  (In thousands of U.S. dollars)
 June 30,2007
    
    
    December 31,(Unaudited)
    
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,084
    
    
    $
    3,130Accounts receivable (net of allowance of $126 and $149
in 2007 and 2006, respectively)
    
    
    957
    
    
    
    1,664Inventories
    
    
    397
    
    
    
    347Prepaid expenses and other current assets
    
    
    113
    
    
    
    199Total current assets
    
    
    4,551
    
    
    
    5,340Property and equipment, net
    
    
    819
    
    
    
    663Capitalized software products, net
    
    
    1,127
    
    
    
    954Goodwill, net
    
    
    3,630
    
    
    
    3,630Other non-current assets
    
    
    25
    
    
    
    39Total assets
    
    
    10,152
    
    
    
    10,626Liabilities and shareholders equityCurrent liabilities:Current portion of capital lease obligations
    
    
    55
    
    
    
    10Accounts payable
    
    
    231
    
    
    
    507Accrued compensation
    
    
    1,001
    
    
    
    1,066Other accrued liabilities
    
    
    64
    
    
    
    254Post contract support
    
    
    181
    
    
    
    181Reserve for product returns
    
    
    507
    
    
    
    429Current portion of deferred rent
    
    
    26
    
    
    
    25Deferred revenue
    
    
    1,199
    
    
    
    1,199Total current liabilities
    
    
    3,264
    
    
    
    3,671Capital lease obligations, net of current portion
    
    
    161
    
    
    
    15Deferred rent, net of current portion
    
    
    82
    
    
    
    96Shareholders equity:Common stock, $0.01 par value:Authorized shares  10,000,000Issued and outstanding shares  4,119,522 and 3,971,229
in 2007 and 2006, respectively
    
    
    41
    
    
    
    40Additional paid-in capital
    
    
    63,565
    
    
    
    62,896Accumulated deficit
    
    
    (56,961
    )
    
    
    (56,092
    )Total shareholders equity
    
    
    6,645
    
    
    
    6,844Total liabilities and shareholders equity
    
    $
    10,152
    
    
    $
    10,626
  3




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##### Table of Contents



MakeMusic,
Inc.
 
 Condensed Statements of Operations  (In thousands of U.S. dollars, except share and per share data)
 3 Months
    
    
    6 MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Notation Revenue
    
    
    1,748
    
    
    
    1,598
    
    
    
    4,302
    
    
    
    4,104Smart Music Revenue
    
    
    571
    
    
    
    472
    
    
    
    1,158
    
    
    
    938Other Revenue
    
    
    84
    
    
    
    77
    
    
    
    214
    
    
    
    193NET REVENUE
    
    
    2,403
    
    
    
    2,147
    
    
    
    5,674
    
    
    
    5,235COST OF REVENUES
    
    
    410
    
    
    
    349
    
    
    
    807
    
    
    
    767GROSS PROFIT
    
    
    1,993
    
    
    
    1,798
    
    
    
    4,867
    
    
    
    4,468OPERATING EXPENSES:Development expenses
    
    
    1,026
    
    
    
    834
    
    
    
    2,004
    
    
    
    1,722Selling and marketing expenses
    
    
    871
    
    
    
    857
    
    
    
    1,961
    
    
    
    2,037General and administrative expenses
    
    
    826
    
    
    
    853
    
    
    
    1,827
    
    
    
    1,778Total operating expenses
    
    
    2,723
    
    
    
    2,544
    
    
    
    5,792
    
    
    
    5,537LOSS FROM OPERATIONS
    
    
    (730
    )
    
    
    (746
    )
    
    
    (925
    )
    
    
    (1,069
    )Interest Income
    
    
    33
    
    
    
    32
    
    
    
    66
    
    
    
    51Interest Expense
    
    
    (8
    )
    
    
    0
    
    
    
    (9
    )
    
    
    0Other income (expense)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1Net loss before income tax
    
    
    (705
    )
    
    
    (714
    )
    
    
    (868
    )
    
    
    (1,017
    )Income tax
    
    
    0
    
    
    
    0
    
    
    
    1
    
    
    
    7Net Loss
    
    
    (705
    )
    
    
    (714
    )
    
    
    (869
    )
    
    
    (1,024
    )Loss per common share:Basic
    
    
    (0.17
    )
    
    
    (0.18
    )
    
    
    (0.22
    )
    
    
    (0.26
    )Diluted
    
    
    (0.17
    )
    
    
    (0.18
    )
    
    
    (0.22
    )
    
    
    (0.26
    )Weighted average common shares
outstanding:Basic
    
    
    4,109,392
    
    
    
    3,910,490
    
    
    
    4,074,962
    
    
    
    3,899,360Diluted
    
    
    4,109,392
    
    
    
    3,910,490
    
    
    
    4,074,962
    
    
    
    3,899,360
  4




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##### Table of Contents



MakeMusic,
Inc.
 
 Condensed Statements of Cash Flows  (In thousands of U.S. dollars)
 6 Months EndedJune
    
    June2007
    
    2006Operating activitiesNet loss

    
    (869
    )
    
    
    (1,024
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization of property,
equipment and capitalized software
    
    
    289
    
    
    
    173Issuance of options and warrants for services
    
    
    161
    
    
    
    171Net change in assets and liabilities:Accounts receivable
    
    
    707
    
    
    
    176Inventories
    
    
    (50
    )
    
    
    126Prepaid expenses and other assets
    
    
    97
    
    
    
    43Accounts payable
    
    
    (277
    )
    
    
    (226
    )Accrued liabilities and product returns
    
    
    (189
    )
    
    
    89Deferred revenue
    
    
    0
    
    
    
    29Net cash used in operating activities
    
    
    (131
    )
    
    
    (443
    )Net cash used in investing activitiesPurchases of property & equipment
    
    
    (107
    )
    
    
    (396
    )Capitalized software and other intangibles
    
    
    (305
    )
    
    
    (217
    )Net cash used in investing activities
    
    
    (412
    )
    
    
    (613
    )Net cash provided by financing activitiesProceeds from stock options & warrants exercised
    
    
    509
    
    
    
    121Payments on long-term debt and capital leases
    
    
    (12
    )
    
    
    (3
    )Net cash provided by financing activities
    
    
    497
    
    
    
    118Net decrease in cash and cash equivalents
    
    
    (46
    )
    
    
    (938
    )Cash and cash equivalents, beginning of period
    
    
    3,130
    
    
    
    2,952Cash and cash equivalents, end of period
    
    
    3,084
    
    
    
    2,014Supplemental disclosure of cash flow informationInterest paid
    
    
    8
    
    
    
    0Income taxes paid
    
    
    0
    
    
    
    7Other non-cash investment and financing activitiesEquipment acquired under capital lease
    
    
    203
    
    
    
    0
  5




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MakeMusic,
Inc.
 
 Notes to Condensed Financial Statements
 Note 1
    
    Accounting Policies.The information
furnished in this report is unaudited but reflects all adjustments
that are necessary, in the opinion of management, for a fair
statement of the results for the interim period. The operating
results for three and six months ended June 30, 2007 are not
necessarily indicative of the operating results to be expected for
the full fiscal year. These statements should be read in
conjunction with our most recent Annual Report on Form 10-KSB.Note 2
    
    Net Loss Per Share.Net loss per share was calculated by dividing
the net loss by the weighted average number of shares outstanding
during the period. The following table summarizes the shares of
stock included in calculating earnings per share for the three and
six months ended June 30, 2007 and 2006 respectively, in accordance
with FASB Statement 128 (SFAS 128), Earnings per Share:
 Three Months Ended
    
    Six Months EndedJune 30
    
    June 302007
    
    2006
    
    2007
    
    2006Weighted-average
common shares
outstanding
    
    
    4,109,392
    
    
    
    3,910,490
    
    
    
    4,074,962
    
    
    
    3,899,360Dilutive effect of
stock options and
warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equivalent average
common shares
outstanding 
diluted
    
    
    4,109,392
    
    
    
    3,910,490
    
    
    
    4,074,962
    
    
    
    3,899,360
  Note 3
    
    Income Tax Expense.We did not record a provision for income tax in the three and six
month periods ended June 30, 2007 and 2006 due to the fact that we recorded a net loss for
those periods and the benefit was offset by an increase in the deferred tax valuation
allowance. The only income tax expense recorded during the three and six months ended June 30,
2007 and 2006 was for minimum state and federal income tax payments. Due to the uncertainty
regarding the realization of our federal deferred income tax assets and specifically the net
operating loss carry-forwards, we have recorded a valuation allowance against our deferred
income tax assets for 2007 and 2006.On January 1, 2007, we implemented FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxesan Interpretation of FASB Statement 109 (FIN 48), which clarifies the
accounting for uncertainty in tax positions. This Interpretation provides that the tax
effects from an uncertain tax position can be recognized in our financial statements, only
if the position is more likely than not of being sustained on audit, based on the
technical merits of the position. The provisions of FIN 48 are effective as of the
beginning of fiscal 2007, with the cumulative effect of the change in accounting principle
recorded as an adjustment to opening retained earnings. We have completed our review of
uncertain tax positions and have recorded a FIN 48 reserve and corresponding reduction in
our valuation allowance of approximately $2,962,000. Due to the reduction in our
valuation allowance the adoption of FIN 48 did not have an effect on the net loss for the
three- or six-month periods ended June 30, 2007 and no adjustment was made to opening
retained earnings. Interest and penalties related to any uncertain tax positions would be
accounted for as a long term liability with the corresponding expense being charged to
current period non-operating expense. As of June 30, 2007, we have recognized no
liability related to interest or penalties. The total amount of unrecognized tax
benefits that, if recognized, would affect our effective tax rate is zero based on the
fact that we currently have a full reserve against our unrecognized tax benefits.
 6




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The following table summarizes the effect on our deferred tax asset for uncertain tax
positions which we have taken:
 January 1,
    
    
    FIN 48
    
    
    June 30,2007
    
    
    Reserve
    
    
    2007(In thousands)Deferred tax assets:Beginning Balance January 1, 2007 Deferred Tax Asset
    
    $
    9,066
    
    
    $
    (2,962
    )
    
    $
    6,104Valuation allowance for deferred tax assets
    
    $
    (9,066
    )
    
    $
    2,962
    
    
    $
    (6,104
    )Ending balance June 30th, 2007 Deferred Tax Asset
    
    $
    0
    
    
    $
    0
    
    
    $
    0
  Note 4
    
    Stock-Based Compensation.We currently offer a stock-based compensation plan to our
employees, directors and consultants. The Compensation Committee of the Board of Directors
administers these plans, and determines the persons eligible to receive awards and the number
of shares and/or options subject to each award, the terms, conditions, performance measures,
and other provisions of the award. Readers should refer to Note 5 of our financial statements
in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 for additional
information related to our stock based compensation plans.We account for stock-based compensation arrangements with our employees and directors in
accordance with SFAS No. 123 (revised), Share-Based Payment (SFAS No. 123R). Under the
fair value recognition provisions of SFAS No. 123R we measure stock-based compensation
cost at the grant date based on the fair value of the award and recognize the compensation
expense over the requisite service period, which is generally the vesting period. For the
three months ended June 30, 2007 and 2006, we recognized $64,000 and $75,000,
respectively, and for the six months ended June 30, 2007 and 2006, we recognized $167,000
and $165,000, respectively, of expense related to stock-based compensation.
 7




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##### Table of Contents



Stock Options
  June 30
    
    
    June 30,2007
    
    
    2006Black-Scholes Model:Risk-free interest rate
    
    
    3.8
    %
    
    
    3.2
    %Expected life, in years
    
    
    3.3
    
    
    
    3.8Expected volatility
    
    
    87.2
    %
    
    
    87.7
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Binomial Model:Risk-free interest rate
    
    
    2.1
    %
    
    
    3.6
    %Expected life, in years
    
    
    4.0
    
    
    
    6.0Expected volatility
    
    
    123.5
    %
    
    
    136.3
    %Dividend yield
    
    
    0.00
    %
    
    
    0.0
    %
   WeightedShares
    
    
    
    
    
    
    AverageReserved
    
    
    
    
    
    
    Exercisefor Grant
    
    
    Plan Options
    
    
    PriceOutstanding at December 31, 2006
    
    
    208,819
    
    
    
    671,495
    
    
    $
    3.81Granted
    
    
    (231,333
    )
    
    
    231,333
    
    
    $
    5.97Expired
    
    
    
    
    
    
    (7,802
    )
    
    $
    29.87Cancelled
    
    
    112,505
    
    
    
    (112,505
    )
    
    $
    4.15Exercised
    
    
    
    
    
    
    (101,417
    )
    
    $
    3.54Outstanding at June 30, 2007
    
    
    89,991
    
    
    
    681,104
    
    
    $
    4.23Outstanding Exercisable at June 30, 2007
    
    
    
    
    
    
    245,163
    
    
    $
    3.60
   8




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Note 5
    
    Material Contingencies.NoneNote 6
    
    New and Pending Accounting Pronouncements.In September 2006, FASB issued Statement 157, Fair Value Measurements. This statement
defines fair value and establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP). More precisely, this statement sets forth a standard
definition of fair value as it applies to assets or liabilities, the principal market (or
most advantageous market) for determining fair value (price), the market participants,
inputs and the application of the derived fair value to those assets and liabilities. The
effective date of this pronouncement is for all full fiscal and interim periods beginning
after November 15, 2007. We are currently evaluating the impact of adopting FASB Statement
157 on our financial statements.In February 2007, FASB issued Statement 159, The Fair Value Option for Financial Assets and
Financial Liabilities. This statement allows all entities to choose, at specified election
dates, to measure eligible items at fair value. Under this option, an entity will report
unrealized gains and losses on items for which the fair value option has been elected in
earnings. This statement is effective as of the beginning of the first fiscal year which
begins after November 15, 2007. Early adoption is permitted as of the beginning of the
fiscal year that begins on or before November 15, 2007 provided the company has also elected
to apply the provisions of FASB Statement No. 157, Fair Value Measurements. We are currently
evaluating the impact of adopting FASB Statement 159 on our financial statements.
 9




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Item 2. Managements Discussion and Analysis or Plan of Operation.
 Executive Overview
   ® ® ® ®
      10




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Results of Operations
  3 Months Ended June 30,
    
    
    6 Months Ended June 30,2007
    
    
    2006
    
    
    Incr (Decr)
    
    
    %
    
    
    2007
    
    
    2006
    
    
    Incr (Decr)
    
    
    %(In $ thousands)Notation revenue
    
    $
    1,748
    
    
    $
    1,598
    
    
    $
    150
    
    
    
    9
    %
    
    $
    4,302
    
    
    $
    4,104
    
    
    $
    198
    
    
    
    5
    %SmartMusic revenue
    
    
    571
    
    
    
    472
    
    
    
    99
    
    
    
    21
    %
    
    
    1,158
    
    
    
    938
    
    
    
    220
    
    
    
    23
    %Other revenue
    
    
    84
    
    
    
    77
    
    
    
    7
    
    
    
    9
    %
    
    
    214
    
    
    
    193
    
    
    
    21
    
    
    
    11
    %Net revenue
    
    
    2,403
    
    
    
    2,147
    
    
    
    256
    
    
    
    12
    %
    
    
    5,674
    
    
    
    5,235
    
    
    
    439
    
    
    
    8
    %Cost of revenues
    
    
    410
    
    
    
    349
    
    
    
    61
    
    
    
    17
    %
    
    
    807
    
    
    
    767
    
    
    
    40
    
    
    
    5
    %Gross profit
    
    
    1,993
    
    
    
    1,798
    
    
    
    195
    
    
    
    11
    %
    
    
    4,867
    
    
    
    4,468
    
    
    
    399
    
    
    
    9
    %Percentage of net sales
    
    
    83
    %
    
    
    84
    %
    
    
    
    
    
    
    
    
    
    
    86
    %
    
    
    85
    %Development expenses
    
    
    1,026
    
    
    
    834
    
    
    
    192
    
    
    
    23
    %
    
    
    2,004
    
    
    
    1,722
    
    
    
    282
    
    
    
    16
    %Selling and marketing
expense
    
    
    871
    
    
    
    857
    
    
    
    14
    
    
    
    2
    %
    
    
    1,961
    
    
    
    2,037
    
    
    
    (76
    )
    
    
    (4
    )%General and
administrative expense
    
    
    826
    
    
    
    853
    
    
    
    (27
    )
    
    
    (3
    )%
    
    
    1,827
    
    
    
    1,778
    
    
    
    49
    
    
    
    3
    %Total operating expense
    
    
    2,723
    
    
    
    2,544
    
    
    
    179
    
    
    
    7
    %
    
    
    5,792
    
    
    
    5,537
    
    
    
    255
    
    
    
    5
    %Operating loss
    
    
    (730
    )
    
    
    (746
    )
    
    
    16
    
    
    
    2
    %
    
    
    (925
    )
    
    
    (1,069
    )
    
    
    144
    
    
    
    13
    %Other income
    
    
    25
    
    
    
    32
    
    
    
    (7
    )
    
    
    (22
    )%
    
    
    57
    
    
    
    52
    
    
    
    6
    
    
    
    12
    %Net loss before taxes
    
    $
    (705
    )
    
    $
    (714
    )
    
    $
    9
    
    
    
    1
    %
    
    $
    (868
    )
    
    $
    (1,017
    )
    
    $
    150
    
    
    
    15
    %Income tax provision
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    %
    
    
    1
    
    
    
    (7
    )
    
    
    7
    
    
    
    n/aNet loss
    
    $
    (705
    )
    
    $
    (714
    )
    
    $
    9
    
    
    
    1
    %
    
    $
    (869
    )
    
    $
    (1,024
    )
    
    $
    157
    
    
    
    15
    %
 11




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Comparison of the three-month and six-month periods ended June 30, 2007 to the three-month and
six-month periods ended June 30, 2006
 Net Revenues. ®
   Gross Profit.
 Development Expenses.
 12




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Sales and Marketing Expenses.
 General and Administrative Expenses.
 Net Loss from Operations
 Net Loss
 Liquidity and Capital Resources
    13




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14




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Item 3. Controls and Procedures.
 Evaluation of disclosure controls and procedures
 Changes in internal controls
 Forward Looking and Cautionary Statements
 The preceding discussion and analysis should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report and the audited consolidated
financial statements and notes thereto and Managements Discussion and Analysis or Plan of
Operation contained in our annual report on Form 10-KSB for the fiscal year ended December 31,
2006. Managements Discussion and Analysis may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide
current expectations or forecasts of future events and can be identified by the use of terminology
such as believe, estimate, expect, intend, may, could, will, anticipate, and
similar words or expressions. The forward-looking statements in this report generally relate to:
our expectation that our Finale and SmartMusic will facilitate the continued improvement of our
market share in the industry; our expectation that the release of SmartMusic 10.0 and SmartMusic
Impact will result in continued revenue growth beginning in fall of 2007; our expectation that
amortization will increase as we add additional products and repertoire to SmartMusic; our plans to
enter new geographic markets and develop new products; our expectation that development costs and
sales and marketing expenses may increase in connection with the promotion of new products and
expansion to a direct sales staff for SmartMusic district sales and our belief that cash flows will
remain sufficient to finance operations. Forward-looking statements cannot be guaranteed and
actual results may vary materially due to the uncertainties and risks, known and unknown,
associated with such statements. MakeMusic cautions investors that many important factors have
affected, and in the future could affect our actual results of operations and cause such results to
differ materially from those anticipated in forward-looking statements made in this release and
elsewhere by MakeMusic or on its behalf. These factors include, but are not limited to our possible
need for and ability to obtain additional capital; the market acceptance of Finale, SmartMusic,
SmartMusic Impact and other products; our ability to successfully identify, establish and maintain
new strategic relationships that will allow us to enter new geographic markets; our dependence
upon new product development efforts; our dependence on releasing annual Finale upgrades; the
maintenance of strategic relationships; the success of MakeMusics SmartMusic subscription
business; maintaining license agreements with a limited number of publishers; the limited and
fluctuating sales of certain of our products; the intense competition MakeMusic faces; the rapid
technological changes and obsolescence in software industry; MakeMusics dependence on key
personnel and the proprietary nature of our technology; other general business and economic
conditions; and those risks described from time to time in MakeMusics reports to the Securities
and Exchange Commission (including its Annual Report on Form 10-KSB). It is not possible to foresee
or identify all factors that could cause actual results to differ from expected or historic
results. As such, investors should not consider any list of such factors to be an exhaustive
statement of all of the risks, uncertainties or potentially inaccurate assumptions that investors
should take into account when making investment decisions. Shareholders and other readers are
cautioned not to place undue reliance on forward-looking statements, which speak only as of the
date on which they are made. MakeMusic undertakes no obligation to update publicly or revise any
forward-looking statements.
 15




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.None
 
 Item 2. Unregistered Sales of Equity Securities and Use of ProceedsPursuant to the exercise of warrants by two warrant holders on April 16, 2007 and
April 19, 2007, an aggregate of 46,875 shares were sold at $3.20 per share. For these
transactions, we relied upon Section 4(2) of the Securities Act for an exemption for
transactions not involving a public offering.
 
 Item 3. Defaults Upon Senior SecuritiesNone
 
 Item 4. Submission of Matters to a Vote of Security Holders
     
 Item 5. Other InformationNone
 
 Item 6. Exhibits
 See the attached exhibit index.
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SIGNATURES
  Date: August 3, 2007
    MAKEMUSIC, INC.By:
    /s/ John W. PaulsonJohn W. Paulson, Chief Executive Officer(Principal Executive Officer)And:
    /s/ Karen L. VanDerBoschKaren L.VanDerBosch, Chief Financial Officer(Chief Financial Officer) 17




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##### Table of Contents



EXHIBIT INDEX
 Form 10-QSB
 The quarterly period ended June 30, 2007
 Exhibit No.
    
    Description3.1*
    
    Bylaws as amended and corrected.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.
 
 *
    
    Filed herewith. 18