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

FORM 10-Q/A

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:June 30, 2003

Commission file number:0-20824

INFOCROSSING, INC.(Exact name of registrant as specified in its Charter)

|Delaware(State or other jurisdiction of
incorporation or organization)       |  | 13-3252333(IRS Employer
Identification No.)
|---------------------------------------------------------------------------- |  | -------------------------------------------
|2 Christie Heights Street Leonia, NJ(Address of principal executive offices) |  | 07605(Zip Code)                            

Registrant's
telephone number, including area code:(201) 840-4700

Check
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 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 ý No o

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

There
were 5,386,016 shares of the registrant's Common Stock, $0.01 par value, outstanding as of August 12, 2003.

This
amendment is filed to correct the presentation of deferred revenue on the balance sheet, to expand the presentation of Managements' Discussion and Analysis, to correct the
presentation of EBITDA, and to make certain other technical changes.

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PART IFINANCIAL INFORMATION

ITEM 1FINANCIAL STATEMENTS

INFOCROSSING, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS  (in thousands, except share  and per share amounts)

|                                              |                                                                                                                                                                       | June 30,
2003 |         | December 31,
2002 |  
|--------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ------- | ----------------- | -
|
|ASSETS                                        |                                                                                                                                                                       |               |         |                   |  
|CURRENT ASSETS:                               |                                                                                                                                                                       |               |         |                   |  
|                                              | Cash and equivalents                                                                                                                                                  |               | $       | 8,083             |  
|                                              | Trade accounts receivable, net of allowances for doubtful accounts of $518 and $1,051                                                                                 |               |         | 2,819             |  
|                                              | Due from related parties                                                                                                                                              |               |         | 221               |  
|                                              | Prepaid license fees                                                                                                                                                  |               |         | 567               |  
|                                              | Other current assets                                                                                                                                                  |               |         | 1,976             |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|                                              |                                                                                                                                                                       |               | 13,666  |                   |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|PROPERTY and EQUIPMENT, net                   |                                                                                                                                                                       |               | 19,760  |                   |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|OTHER ASSETS:                                 |                                                                                                                                                                       |               |         |                   |  
|                                              | Deferred software, net                                                                                                                                                |               |         | 1,501             |  
|                                              | Goodwill, net                                                                                                                                                         |               |         | 28,361            |  
|                                              | Other intangible assets, net                                                                                                                                          |               |         | 951               |  
|                                              | Security deposits and other non-current assets                                                                                                                        |               |         | 1,083             |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|                                              |                                                                                                                                                                       |               | 31,896  |                   |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|TOTAL ASSETS                                  |                                                                                                                                                                       | $             | 65,322  |                   | $
|                                              |                                                                                                                                                                       |               |         |                   |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT         |                                                                                                                                                                       |               |         |                   |  
|CURRENT LIABILITIES:                          |                                                                                                                                                                       |               |         |                   |  
|                                              | Accounts payable                                                                                                                                                      |               | $       | 3,738             |  
|                                              | Current portion of long-term debt and capitalized lease obligations                                                                                                   |               |         | 2,155             |  
|                                              | Current portion of accrued loss on leased facilities                                                                                                                  |               |         | 204               |  
|                                              | Accrued expenses                                                                                                                                                      |               |         | 2,743             |  
|                                              | Income taxes payable                                                                                                                                                  |               |         | 125               |  
|                                              | Current deferred revenue                                                                                                                                              |               |         | 1,286             |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|                                              |                                                                                                                                                                       |               | 10,251  |                   |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|LONG-TERM LIABILITES:                         |                                                                                                                                                                       |               |         |                   |  
|                                              | Debentures due in 2005, net of unaccreted discount                                                                                                                    |               |         | 10,288            |  
|                                              | Long-term debt and capitalized lease obligations                                                                                                                      |               |         | 1,555             |  
|                                              | Accrued loss on leased facilities                                                                                                                                     |               |         | 829               |  
|                                              | Deferred revenue, net of current portion                                                                                                                              |               |         | 85                |  
|                                              | Other long-term liabilities                                                                                                                                           |               |         | 911               |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|                                              |                                                                                                                                                                       |               | 13,668  |                   |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|COMMITMENTS AND CONTINGENCIES                 |                                                                                                                                                                       |               |         |                   |  
|REDEEMABLE 8% SERIES A CUMULATIVE CONVERTIBLE |                                                                                                                                                                       |               |         |                   |  
|                                              | PARTICIPATING PREFERRED STOCK; $0.01 par value; 300,000 shares authorized; 157,115 shares issued and outstanding (liquidation preference of $76,870 at June 30, 2003) |               |         | 58,138            |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|STOCKHOLDERS' DEFICIT:                        |                                                                                                                                                                       |               |         |                   |  
|                                              | Preferred stock; $0.01 par value; 2,700,000 shares authorized; none issued                                                                                            |               |         |                  |  
|                                              | Common stock; $0.01 par value; 50,000,000 shares authorized; shares issued of 5,981,006 at June 30, 2003 and 5,973,506 at December 31, 2002                           |               |         | 60                |  
|                                              | Additional paid-in capital                                                                                                                                            |               |         | 61,179            |  
|                                              | Accumulated deficit                                                                                                                                                   |               |         | (75,123           | )
|                                              |                                                                                                                                                                       |               |         |                   |  
|                                              |                                                                                                                                                                       |               | (13,884 | )                 |  
|                                              | Less 594,990 shares of common stock held in treasury, at cost                                                                                                         |               |         | (2,851            | )
|                                              |                                                                                                                                                                       |               |         |                   |  
|TOTAL STOCKHOLDERS' DEFICIT                   |                                                                                                                                                                       |               | (16,735 | )                 |  
|                                              |                                                                                                                                                                       |               |         |                   |  
|TOTAL LIABILITES AND STOCKHOLDERS' DEFICIT    |                                                                                                                                                                       | $             | 65,322  |                   | $
|                                              |                                                                                                                                                                       |               |         |                   |  

See Notes to Consolidated Financial Statements (Unaudited).

2

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INFOCROSSING, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS  (Unaudited, in thousands,  except per share amounts)

|                                                      |                                                       | Three Months Ended
June 30, |        | Six Months Ended
June 30, |  
|----------------------------------------------------- | ----------------------------------------------------- | --------------------------- | ------ | ------------------------- | -
|
|REVENUES                                              |                                                       | $                           | 13,582 |                           | $
|                                                      |                                                       |                             |        |                           |  
|COSTS and EXPENSES:                                   |                                                       |                             |        |                           |  
|                                                      | Costs of revenues, excluding depreciation shown below |                             |        | 9,031                     |  
|                                                      | Selling and promotion costs                           |                             |        | 840                       |  
|                                                      | General and administrative expenses                   |                             |        | 1,505                     |  
|                                                      | Depreciation and amortization                         |                             |        | 1,473                     |  
|                                                      |                                                       |                             |        |                           |  
|                                                      |                                                       |                             | 12,849 |                           |  
|                                                      |                                                       |                             |        |                           |  
|INCOME (LOSS) FROM OPERATIONS                         |                                                       |                             | 733    |                           |  
|                                                      |                                                       |                             |        |                           |  
|Interest income                                       |                                                       |                             | (17    | )                         |  
|Interest expense                                      |                                                       |                             | 637    |                           |  
|                                                      |                                                       |                             |        |                           |  
|                                                      |                                                       |                             | 620    |                           |  
|                                                      |                                                       |                             |        |                           |  
|INCOME (LOSS) BEFORE INCOME TAXES                     |                                                       |                             | 113    |                           |  
|Income tax expense                                    |                                                       |                             | 8      |                           |  
|                                                      |                                                       |                             |        |                           |  
|NET INCOME (LOSS)                                     |                                                       |                             | 105    |                           |  
|Accretion and dividends on redeemable preferred stock |                                                       |                             | (2,501 | )                         |  
|                                                      |                                                       |                             |        |                           |  
|NET LOSS TO COMMON STOCKHOLDERS                       |                                                       | $                           | (2,396 | )                         | $
|                                                      |                                                       |                             |        |                           |  
|BASIC AND DILUTED EARNINGS PER SHARE:                 |                                                       |                             |        |                           |  
|                                                      | Net loss to common stockholders                       |                             | $      | (0.45                     | )
|                                                      |                                                       |                             |        |                           |  
|                                                      | Weighted average number of common shares outstanding  |                             |        | 5,383                     |  
|                                                      |                                                       |                             |        |                           |  

See
Notes to Consolidated Financial Statements (Unaudited).

3

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INFOCROSSING, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT  (Unaudited, in thousands)

|                                                      |  | Common
Shares |  | Par Value |    | Additional
Paid in
Capital |   | Accumulated
Deficit |  | Treasury
Stock at Cost |         | Total |  
|----------------------------------------------------- |  | ------------- |  | --------- | -- | -------------------------- | - | ------------------- |  | ---------------------- | ------- | ----- | -
|Balances, December 31, 2002                           |  | 5,974         |  | $         | 60 |                            | $ | 61,135              |  | $                      | (70,549 | )     | $
|Exercises of stock options                            |  | 7             |  |           |   |                            |   | 44                  |  |                        |        |       |  
|Accretion and dividends on Redeemable preferred stock |  |              |  |           |   |                            |   |                    |  |                        | (4,949  | )     |  
|Net income                                            |  |              |  |           |   |                            |   |                    |  |                        | 375     |       |  
|                                                      |  |               |  |           |    |                            |   |                     |  |                        |         |       |  
|Balances, June 30, 2003                               |  | 5,981         |  | $         | 60 |                            | $ | 61,179              |  | $                      | (75,123 | )     | $
|                                                      |  |               |  |           |    |                            |   |                     |  |                        |         |       |  

See
Notes to Consolidated Financial Statements (Unaudited).

4

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INFOCROSSING, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  (In thousands)

|                                                                                        |                                                                                              | Six Months Ended
June 30,                                                     |                                                     
|--------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------------------------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                   |                                                                                              |                                                                               |                                                     
|Net income                                                                              |                                                                                              | $                                                                             | 375                                                 
|Adjustments to reconcile net income to cash provided by (used in) operating activities: |                                                                                              |                                                                               |                                                     
|                                                                                        | Depreciation and amortization                                                                |                                                                               |                                                     
|                                                                                        | Accretion of discounted Debentures                                                           |                                                                               |                                                     
|                                                                                        | Decrease (increase) in:                                                                      |                                                                               |                                                     
|                                                                                        |                                                                                              | Trade accounts receivable                                                     |                                                     
|                                                                                        |                                                                                              | Prepaid license fees and other current assets                                 |                                                     
|                                                                                        |                                                                                              | Security deposits and other non-current assets                                |                                                     
|                                                                                        | Increase (decrease) in:                                                                      |                                                                               |                                                     
|                                                                                        |                                                                                              | Accounts payable                                                              |                                                     
|                                                                                        |                                                                                              | Income taxes payable                                                          |                                                     
|                                                                                        |                                                                                              | Accrued expenses                                                              |                                                     
|                                                                                        |                                                                                              | Payments on accrued loss on leased facilities                                 |                                                     
|                                                                                        |                                                                                              | Deferred revenue and other liabilities                                        |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              |                                                                               | Net cash provided by (used in) operating activities 
|                                                                                        |                                                                                              |                                                                               |                                                     
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                   |                                                                                              |                                                                               |                                                     
|                                                                                        | Purchase of property and equipment                                                           |                                                                               |                                                     
|                                                                                        | Purchase of the outstanding stock of AmQUEST, Inc. and payments of related costs             |                                                                               |                                                     
|                                                                                        | Increase in deferred software costs                                                          |                                                                               |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              |                                                                               | Net cash used in investing activities               
|                                                                                        |                                                                                              |                                                                               |                                                     
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                   |                                                                                              |                                                                               |                                                     
|                                                                                        | Proceeds from issuance of Debentures                                                         |                                                                               |                                                     
|                                                                                        | Repayment of debt and capitalized leases                                                     |                                                                               |                                                     
|                                                                                        | Exercises of stock options and warrants                                                      |                                                                               |                                                     
|                                                                                        | Advances to related parties, net                                                             |                                                                               |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              |                                                                               | Net cash (used in) provided by financing activities 
|                                                                                        |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              |                                                                               | Net cash provided by (used in) continuing operations
|                                                                                        |                                                                                              |                                                                               |                                                     
|CASH FLOWS FROM DISCONTINUED OPERATIONS:                                                |                                                                                              |                                                                               |                                                     
|                                                                                        | Payments on portion of accrued loss on leased facilities relating to discontinued operations |                                                                               |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|Net increase (decrease) in cash and equivalents                                         |                                                                                              |                                                                               | 1,057                                               
|Cash and equivalents, beginning of period                                               |                                                                                              |                                                                               | 7,026                                               
|                                                                                        |                                                                                              |                                                                               |                                                     
|Cash and equivalents, end of the period                                                 |                                                                                              | $                                                                             | 8,083                                               
|                                                                                        |                                                                                              |                                                                               |                                                     
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                     |                                                                                              |                                                                               |                                                     
|                                                                                        | Cash paid during the period for:                                                             |                                                                               |                                                     
|                                                                                        |                                                                                              | Interest                                                                      |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              | Income taxes                                                                  |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY:                                 |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              | Fees and other costs accrued in connection with the purchase Of AmQUEST, Inc. |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              | Equipment acquired subject to a capital lease                                 |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:                               |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              | Treasury shares received in payment of a stock option exercise                |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     
|                                                                                        |                                                                                              | Additional Debentures issued in lieu of a cash payment of interest            |                                                     
|                                                                                        |                                                                                              |                                                                               |                                                     

See Notes to Consolidated Financial Statements (Unaudited).

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INFOCROSSING, INC. AND SUBSIDIAIRES  NOTES TO THE CONSOLIDATED INTERIM  FINANCIAL STATEMENTS (UNAUDITED)

1.     BASIS OF PRESENTATION

The consolidated balance sheets as of June 30, 2003, the consolidated statements of operations for the three and six months ended June 30, 2003 and
2002, the consolidated statement of stockholders' deficit for the six months ended June 30, 2003, and the consolidated statements of cash flows for the six months ended June 30, 2003 and
2002 have not been audited. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, results of operations,
and cash flows for the periods indicated have been made. The results of operations for the periods ended June 30, 2003 and 2002 are not necessarily indicative of the operating results for the
full years.

Certain
reclassifications have been made to the prior periods to conform to the current presentation.

Certain
disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.
These consolidated interim financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

The
consolidated financial statements include the accounts of Infocrossing, Inc. and its wholly owned subsidiaries, including, subsequent to its acquisition on February 5,
2002, the accounts of AmQUEST, Inc. (collectively, the "Company"). All significant intercompany balances and transactions have been eliminated.

2.     ACQUISITION

On February 5, 2002, the Company purchased all of the outstanding capital stock of AmQUEST, a Georgia corporation, from its former parent company American
Software, Inc. ("ASI")(the "AmQUEST Acquisition"). As consideration for the purchase of AmQUEST's shares, the Company paid ASI approximately $19,634,000 in cash, after finalizing certain post
closing adjustments. In addition, the Company incurred approximately $612,000 in professional fees and other costs related to the acquisition.

The
Company financed the AmQUEST Acquisition through the application of the proceeds of the financing described in Note 3 and cash on hand.

The
Company acquired client contracts valued at $1,200,000. This intangible asset is being amortized over five years using an accelerated method to approximate the anticipated decline in
the revenues of the acquired contracts as they expire over that time. The acquisition also generated $20,624,000 in goodwill. This goodwill is not amortizable for tax purposes.

The
following unaudited condensed consolidated pro forma financial statement of operations is presented to illustrate the effects of the acquisition of AmQUEST as if such transaction had
occurred on the first day of January, 2002. The pro forma statement of operations may not be indicative of the

6

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results
that actually would have occurred had the combination been in effect on the date indicated, nor does it purport to indicate the results that may be obtained in the future.

Condensed Consolidated Pro Forma Statement of Operations
(In Thousands except Per Share Data)

Six Months Ended
June 30, 2002Revenues

$
25,949Net income

$
478Net loss to common stockholders

$
(4,068
)Net loss to common stockholders per basic and diluted share

$
(0.76
)


3.     DEBENTURES

On February 1, 2002, the Company entered into a Securities Purchase Agreement (the "SPA") with a group of private investors (the "Investors") whereby the
Company issued Senior Subordinated Debentures (the "Debentures") and warrants to purchase, initially, 2,000,000 shares of the common stock of the Company (the "Initial Camden Warrants") in exchange
for $10,000,000. Pursuant to the SPA, the proceeds of the sale of the Debentures were used to fund a portion of the cost of the AmQUEST Acquisition.

The
Debentures were issued at an aggregate face value of $10,000,000 with a maturity of three years from February 1, 2002 (the "Issuance Date"), with the right to extend the term
of the Debentures for one additional year at the Company's sole option. Pursuant to the terms of the Debentures, the Company is required to make semi-annual interest payments of 12% per
annum for the first two years, 13% per annum for the period commencing on February 1, 2004 and ending on February 1, 2005, and (if the Company elects to extend the maturity date as
described above), 14% per annum from February 1, 2005. The Company has the option to pay interest in the form of (a) cash, (b) additional Debentures, or (c) a combination
of cash and additional Debentures. If the Company chooses to make interest payments using additional Debentures, the Company may be required to issue additional warrants (the "Additional Camden
Warrants") pursuant to the terms of the Debentures. Additional Camden Warrants will not be subject to cancellation. The fair market value of Additional Camden Warrants issued, if any, will be recorded
as deferred financing costs and amortized over the remaining term of the Debentures.

The
initial carrying values of the Debentures ($8,280,000) and Initial Camden Warrants ($1,720,000) were determined by apportioning an amount equal to the proceeds from the private sale
multiplied by the relative value of each item as of the Issuance Date. The difference between the carrying value and the face value of the Debentures is being recorded as additional interest expense
through February 1, 2005 (the initial maturity date of the Debentures) using the interest method.

The
Initial Camden Warrants have been issued pursuant to a Warrant Agreement dated as of February 1, 2002 by and between the Company and the Investors (the "Warrant Agreement")
and are subject to certain customary anti-dilution adjustments. The exercise price of the Initial Camden Warrants is $5.86. The Camden Warrants expire on January 31, 2007 and may be
cancelled, in part, upon the prepayment of the Debentures as more fully described in the Warrant Agreement.

On
July 31, 2002, January 31, 2003, and July 31, 2003, the Company made the interest payment then due by issuing additional Debentures totaling $600,000, $636,000,
and $674,160, respectively. The additional Debentures are subject to the same interest rates and other terms as the original

7

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Debentures.
If any Debentures are outstanding at February 1, 2004, the Company will be required to issue Additional Camden Warrants to purchase 191,016 shares of common stock. The exercise
price of the Additional Camden Warrants, if issued, will equal the average daily closing bid price for the Company's common stock for the period consisting of the thirty business days immediately
before February 1, 2004. Any Additional Camden Warrants will expire after the five-year anniversary of issuance of such warrants.

4.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2002, the FASB issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"). SFAS 146 provides guidance on the timing of the recognition of costs associated with exit or disposal activities, requiring such costs to be recognized when
incurred. Previous guidance required the recognition of costs at the date of commitment to an exit or disposal plan. The provisions of SFAS 146 are to be adopted prospectively after
December 31, 2002. Although SFAS 146 may impact the accounting for costs related to exit or disposal activities the Company may enter into in the future, particularly the timing of the
recognition of these costs, the adoption of the statement did not have an impact on the Company's current financial condition or results of operations.

In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement
No. 123," which amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. The transition and annual disclosure provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on reported results. The Company has adopted the disclosure provisions of SFAS No. 148 and continues to account for
stock-based compensation to employees under APB Opinion No. 25 and related interpretations.

In
April 2003, FASB issued SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", which amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This statement is effective for contracts entered into or modified and for hedging relationships designated
after June 30, 2003. The Company does not expect the adoption of this statement to have a material impact on its operating results or financial position.

In
May 2003, the Financial Accounting Standards Board, or FASB, issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and
Equity". The statement improves the accounting for three types of financial instruments that were previously accounted for as equitymandatory redeemable shares, instruments that may
require the issuer to buy back shares and certain obligations that can be settled with shares. The statement requires that those instruments be accounted for as liabilities in the statement of
financial position. The statement is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company does not expect the adoption of this statement to have a material impact on its operating results or financial position.

5.     STOCK-BASED COMPENSATION

The Company accounts for stock options granted to employees and directors under the Plan in accordance with Accounting Principles Board Opinion No. 25 and
related Interpretations. Accordingly,

8

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no
compensation cost has been recognized for stock option awards. Had compensation cost been determined in accordance with Statement of Financial Accounting Standard No. 123 "Accounting for
Stock-Based Compensation", the Company's income (loss) in thousands of dollars and income (loss) per common share for the three and six months ended June 31, 2003 and 2002 would have been as
follows:

Three Months
Ended June 30,

Six Months
Ended June 30,2003

2002

2003

2002Net loss to common stockholders:As reported

$
(2,396
)
$
(3,024
)
$
(4,574
)
$
(3,943
)Deduct: stock-based employee compensation, net of taxes


(704
)

(730
)

(1,434
)

(1,453
)Pro forma

$
(3,100
)
$
(3,754
)
$
(6,008
)
$
(5,396
)Net loss to common stockholders per share:As reported

$
(0.45
)
$
(0.57
)
$
(0.85
)
$
(0.74
)Pro forma

$
(0.58
)
$
(0.70
)
$
(1.12
)
$
(1.01
)


6.     BASIC AND DILUTED EARNINGS PER COMMON SHARE

Statement of Financial Accounting Standards No. 128 "Earnings per Share" ("SFAS 128") requires the presentation of basic and diluted earnings per
share ("EPS"). Basic EPS is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed using
the weighted average number of common shares plus the dilutive effect of common stock equivalents. Common stock equivalents that are antidilutive are excluded from the computation of weighted average
shares outstanding. Certain common stock equivalents that are currently antidilutive may be dilutive in the future. In determining the diluted loss per common share for the three and six month periods
ended June 30, 2003 and 2002, common stock equivalents have been ignored since the effect of including such equivalents would have been antidilutive.

ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Infocrossing is a leading provider of information technology and business process outsourcing services to enterprise clients. We deliver a full suite of managed
and outsourced solutions that enable clients to
leverage our infrastructure and process expertise to improve their efficiency and reduce their operating costs. We have gained significant expertise in managing complex computing environments,
beginning with traditional data center outsourcing services and evolving to a comprehensive set of managed solutions. We support a variety of clients, including Global 2000 companies, and help assure
the optimal performance, security, reliability, and scalability of our clients' mainframes, distributed servers, and networks, irrespective of where the systems' components are located. Due to rapid
changes and increasing complexities in information technology, we believe outsourcing is an efficient solution for many businesses and continues to be a growing trend. We have grown through strategic
acquisitions as well as organic growth.

On
February 5, 2002, we completed the acquisition of AmQUEST, Inc., an Atlanta-based IT outsourcing company, for approximately $19.6 million in cash after certain
post-closing adjustments (the "AmQUEST Acquisition"). This acquisition combined two highly complementary businesses and enabled us to benefit from increased scale, enhanced services, and
expanded geographic reach. The combination strengthens our position as one of the leading providers of IT outsourcing solutions for

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large
and mid-size companies enterprises across a broad range of industries including financial services, security, publishing, healthcare, telecommunications and manufacturing.

THREE MONTHS ENDED JUNE 30, 2003 and 2002

For the three months ended June 30, 2003 (the "Current Quarter"), revenues increased $340,000 (3%) to $13,582,000 from $13,242,000 for the three months
ended June 30, 2002 (the "Prior Quarter"). This growth is attributable to new customer contracts added during the past twelve months.

Costs
of revenues decreased $495,000 (5%) to $9,031,000 during the Current Quarter compared with $9,526,000 for the Prior Quarter, reflecting software and hardware expense reductions
from our integration of AmQUEST.

Selling
and promotion costs decreased $14,000 (2%) to $840,000 in the Current Quarter from $854,000 for the Prior Quarter.

General
and administrative expenses increased $66,000 (5%) to $1,505,000 for the Current Quarter from $1,439,000 for the Prior Quarter. Included in the Current Quarter are $264,000 of
non-recurring professional fees related to strategic corporate activities. Excluding these non-recurring charges, general and administrative expenses decreased $198,000 (14%),
due to savings in labor costs.

Depreciation
and amortization of fixed assets and other intangibles decreased $106,000 (7%), from $1,579,000 for the Prior Quarter to $1,473,000 for the Current Quarter, as a result of
lower expense for the amortization of customer lists.

We
recorded net interest expense of $620,000 for the Current Quarter compared with $570,000 for the Prior Quarter. The net change of $50,000 reflects an increase of $15,000 in interest
expense on a larger average outstanding debt balance than in the Prior Quarter and a decrease in interest income of $35,000, due to a lower average balance of interest-earning assets during the
Current Quarter. Also, to a lesser extent the decrease in interest income results from lower interest rates.

In
the Current Quarter, we recorded income tax expense of $8,000 related to estimated state income tax obligations. No tax expense was recorded in the Prior Quarter. At June 30,
2003, we have net operating loss carryforwards of approximately $44.1 million for federal income tax purposes that begin to expire in 2019. The net operating loss carryforwards include
approximately $8.1 million acquired in the AmQUEST Acquisition. The use of the net operating loss carryforwards from the AmQUEST Acquisition may be restricted under current tax rules. Any
future tax benefit generated by the use of the net operating loss acquired in the AmQUEST Acquisition will be treated as a reduction of goodwill. The deferred tax asset associated with carrying
forward cumulative pre-tax losses has been fully offset by a valuation allowance due to the uncertainty of realizing such tax benefits.

We
had net income of $105,000 for the Current Quarter compared with a loss of $726,000 for the Prior Quarter. Net loss to common stockholders after accretion and accrued dividends on
preferred stock was $2,396,000 for the Current Quarter compared with $3,024,000 for the Prior Quarter. The loss per common share was $0.45 for the Current Quarter compared with $0.57 for the Prior
Quarter, on both a basic and diluted basis. Common stock equivalents were ignored in determining the net loss per share for both periods, since the inclusion of such equivalents would be antidilutive.

SIX MONTHS ENDED JUNE 30, 2003 and 2002

For the six months ended June 30, 2003 (the "Current Period"), revenues increased $2,237,000 (9%) to $26,711,000 from $24,474,000 for the six months ended
June 30, 2002 (the "Prior Period"). This revenue growth is attributable to new customer contracts added during the past twelve months.

Costs
of revenues increased $2,387,000 (16%) to $17,711,000 during the Current Period compared with $15,324,000 for the Prior Period. Costs of revenues for the Prior Period reflect a
settlement of

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certain
claims with a software licensor whereby we received benefits of $2,796,000 consisting of $2,000,000 in credits that were applied against the cost of future purchases and $796,000 in the
reversal of accrued expenses relating to maintenance and support. Excluding these benefits, costs of revenues decreased by $409,000 (2%) during the Current Period compared with the Prior Period.

Selling
and promotion costs increased $19,000 (1%) to $1,646,000 in the Current Period from $1,627,000 in the Prior Period.

General
and administrative expenses decreased $158,000 (5%) to $2,869,000 for the Current Period from $3,027,000 for the Prior Period. Included in the Current Period are $264,000 of
non-recurring professional fees related to strategic corporate activities. Excluding these non-recurring charges, general and administrative expenses decreased $422,000 (14%),
due to savings in labor costs.

Depreciation
and amortization for fixed assets and other intangibles decreased $53,000 (2%), from $2,942,000 for the Prior Period to $2,889,000 for the Current Period, primarily as a
result of lower expense from amortization of customer lists.

We
recorded net interest expense of $1,193,000 for the Current Period compared with $950,000 for the Prior Period. The net change of $243,000 reflects an increase of $143,000 in interest
expense on a larger average outstanding debt balance than in the Prior Period and a decrease in interest income of $100,000, due to a lower average balance of interest-earning assets during the
Current Period. Also, to a lesser extent the decrease in interest income results from lower interest rates.

In
the Current Period, we recorded income tax expense of $28,000, related to estimated state income tax obligations. No tax expense was recorded in the Prior Period. At June 30,
2003, we have net operating loss carryforwards of approximately $44.1 million for federal income tax purposes that begin to expire in 2019. The net operating loss carryforwards include
approximately $8.1 million acquired in the AmQUEST Acquisition. The use of the net operating loss carryforwards from the AmQUEST Acquisition may be restricted under current tax rules. Any
future tax benefit generated by the use of the net operating loss acquired in the AmQUEST Acquisition will be treated as a reduction of goodwill. The deferred tax asset associated with carrying
forward cumulative pre-tax losses has been fully offset by a valuation allowance due to the uncertainty of realizing such tax benefits.

We
had net income of $375,000 for the Current Period compared with $604,000 for the Prior Period. Net income for the Prior Period includes $2,796,000 related to the settlement of a
dispute with a software licensor, as previously described. Excluding the settlement of the dispute in the Prior Period, net income increased by $2,567,000. Net loss to common stockholders after
accretion and accrued dividends on preferred stock was $4,574,000 for the Current Period compared with $3,943,000 for the Prior Period. The loss per common share was $0.85 for the Current Period
compared with $0.74 for the Prior Period, on both a basic and diluted basis. Common stock equivalents were ignored in determining the net loss per share for both periods, since the inclusion of such
equivalents would be antidilutive.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was approximately $3,706,000 for the six months ended June 30, 2003. During the Current Period, we had $375,000
of net income, $2,889,000 of depreciation and amortization, and $280,000 of debenture discount amortization. Among other operating items, the decrease in accounts receivable was offset by increases in
other current and non-current assets and decreases in accounts payable, accrued expenses and other liabilities.

Principal
investing activities include $1,202,000 for the purchase of property and equipment. During the first six months of 2003, we also entered into capital leases having a carrying
value of approximately $1,512,000.

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Financing
activities included $1,049,000 in payments of principal with respect to debt and capital lease obligations.

On
February 1, 2002, the Company entered into a Securities Purchase Agreement (the "SPA") with a group of private investors (the "Investors") whereby the Company issued Senior
Subordinated Debentures (the "Debentures") and warrants to purchase, initially, 2,000,000 shares of the common stock of the Company (the "Initial Camden Warrants") in exchange for $10,000,000.

The
Debentures were issued at an aggregate face value of $10,000,000 with a maturity of three years from February 1, 2002 (the "Issuance Date"), with the right to extend the term
of the Debentures for one additional year at the Company's sole option. Pursuant to the terms of the Debentures, the Company is required to make semi-annual interest payments of 12% per
annum for the first two years, 13% per annum for the period commencing on February 1, 2004 and ending on February 1, 2005, and (if the Company elects to extend the maturity date as
described above), 14% per annum from February 1, 2005. The Company has the option to pay interest in the form of (a) cash, (b) additional Debentures, or (c) a combination
of cash and additional Debentures. If the Company chooses to make interest payments using additional Debentures, the Company may be required to issue
additional warrants (the "Additional Camden Warrants") pursuant to the terms of the Debentures. Additional Camden Warrants will not be subject to cancellation. The fair market value of Additional
Camden Warrants issued, if any, will be recorded as deferred financing costs and amortized over the remaining term of the Debentures.

On
July 31, 2002, January 31, 2003, and July 31, 2003, the Company made the interest payment then due by issuing additional Debentures totaling $600,000, $636,000,
and $674,160, respectively. The additional Debentures are subject to the same interest rates and other terms as the original Debentures. If any Debentures are outstanding at February 1, 2004,
the Company will be required to issue Additional Camden Warrants to purchase 191,016 shares of common stock. The exercise price of the Additional Camden Warrants, if issued, will equal the average
daily closing bid price for the Company's common stock for the period consisting of the thirty business days immediately before February 1, 2004. Any Additional Camden Warrants will expire
after the five-year anniversary of issuance of such warrants.

As
of June 30, 2003, we had cash and equivalents of $8,083,000. We believe that our cash, current assets, and cash generated from future operating activities will provide adequate
resources to fund our ongoing operating requirements. We would need to obtain additional financing to fund any significant acquisitions or other substantial investments.

EBITDA

EBITDA represents net income before interest, taxes, depreciation and amortization. The Company presents EBITDA because it considers such information an important
supplemental measure of the Company's performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with comparable market
capitalization to the Company, many of which present EBITDA when reporting their results. The Company also uses EBITDA for the following purposes. EBITDA is one of the factors used to determine the
total amount of bonuses available to be awarded to executive officers and other employees. The Company's credit agreement uses EBITDA (with additional adjustments) to measure compliance with covenants
such as interest coverage and debt incurrence. EBITDA is also used by prospective and current lessors as well as potential lenders to evaluate potential transactions with the Company. EBITDA is also
widely used by the Company and other buyers to evaluate and price potential acquisition candidates.

For
the six months ended June 30, 2003, our EBITDA was $4,485,000 compared with $4,496,000 in the Prior Period. EBITDA for the Prior Period includes $2,796,000 related to the
settlement of a dispute with a software licensor, as previously described. Excluding the settlement of the dispute in the

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Prior
Period, Management believes that the significant improvement in EBITDA reflects the contribution of AmQUEST to our operations along with organic revenue growth and the additional cost savings
noted above.

EBITDA
has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these
limitations are: (a) EBITDA does not reflect changes in, or cash requirements for, the Company's working capital needs; (b) EBITDA does not reflect the significant interest expense, or
the cash requirements necessary to service interest or principal payments, on the Company's debts; and (c) Although depreciation and amortization are non-cash charges, the assets
being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA should not
be considered as a principal indicator of the Company's performance. The Company compensates for these limitations by relying primarily on its GAAP results and using EBITDA only supplementally.

The
following table reconciles EBITDA to net income for the Current and Prior Periods.

Reconciliationin Thousands

Six Months Ended June 30,2003

2002NET INCOME

$
375

$
604Add back:Tax expense


28


Net interest expense


1,193


950Depreciation and amortization


2,889


2,942EBITDA

$
4,485

$
4,496


EBITDA
is a measure of the Company's performance that is not required by, or presented in accordance with, GAAP. EBITDA is not a measurement of the Company's financial performance under
GAAP and should not be considered as an alternative to net income, income (loss) from operating activities or any other performance measures derived in accordance with GAAP.

NEW FINANCIAL ACCOUNTING STANDARDS

In July 2002, the FASB issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"). SFAS 146 provides guidance on the timing of the recognition of costs associated with exit or disposal activities, requiring such costs to be recognized when
incurred. Previous guidance required the recognition of costs at the date of commitment to an exit or disposal plan. The provisions of SFAS 146 are to be adopted prospectively after
December 31, 2002. Although SFAS 146 may impact the accounting for costs related to exit or disposal activities the Company may enter into in the future, particularly the timing of the
recognition of these costs, the adoption of the statement will not have an impact on the Company's current financial condition or results of operations.

In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement
No. 123," which amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. The transition and annual disclosure provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on reported results. The Company has adopted the disclosure provisions of SFAS No. 148 and continues to account for
stock-based compensation to employees under APB Opinion No. 25 and related interpretations.

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In April 2003, FASB issued SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", which amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This statement is effective for contracts entered into or modified and for hedging relationships designated after June 30, 2003. The Company does not expect the
adoption of this statement to have a material impact on its operating results or financial position.

In
May 2003, the Financial Accounting Standards Board, or FASB, issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and
Equity". The statement improves the accounting for three types of financial instruments that were previously accounted for as equitymandatory redeemable shares, instruments that may
require the issuer to buy back shares and certain obligations that can be settled with shares. The statement requires that those instruments be accounted for as liabilities in the statement of
financial position. The statement is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company does not expect the adoption of this statement to have a material impact on its operating results or financial position.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

General

The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the U. S., which require the selection and
application of significant accounting policies, and which require management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas
in the application of our accounting polices.

Revenue Recognition

The Company's services are provided under a combination of fixed monthly fees and time and materials billings. Contracts with customers typically range from one
to five years. Revenue is recognized (1) after we have obtained an executed service contract from the customer; (2) as the services are rendered; (3) when the price is fixed as
per the service contract; and (4) when the Company believes that collectibility is reasonably assured based on the credit risk policies and procedures that the Company employs.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Tangible and Intangible Assets

We have significant tangible and intangible assets on our balance sheet, primarily property and equipment, deferred software costs, and intangible assets,
primarily goodwill, related to acquisitions. The assignment of useful lives to these assets and the valuation and classification of intangible assets involves significant judgments and the use of
estimates. The testing of these tangible and intangibles under established accounting guidelines for impairment also requires significant use of judgment and assumptions. Our assets are tested and
reviewed for impairment on an ongoing basis under the established accounting guidelines. Changes in business conditions or changes in the decisions of management as to how assets will be deployed in
our operations could potentially require future adjustments to asset valuations.

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. As such, final
results could differ from estimates or expectations due to risks and uncertainties including, but not limited to: incomplete or preliminary information; changes in government regulations and policies;
continued acceptance of the Company's products and services in the marketplace; competitive factors; new products; technological changes; the Company's dependence on third party suppliers;
intellectual property rights; and other risks. For any of these
factors, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended.

ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company is not exposed to material gains or losses related to the impact of interest rate changes, foreign currency fluctuations, or changes in the market
values of its investments. The Company generally invests in fixed income securitiestypically commercial paper, certificates of deposit, and money market accounts issued only by major
corporations and financial institutions of recognized strength and securityand holds all investments to maturity.

At
June 30, 2003, the Company's outstanding fixed rate debt was approximately $14,946,000. If market rates decline, the Company runs the risk that the related required payments on
the fixed rate debt will exceed those that would be paid based on current market rates.

Market Risk

The Company's accounts receivable are subject, in the normal course of business, to collection risks. The Company regularly assesses these risks and has policies
and business practices to mitigate the adverse effects of collection risks. As a result, the Company does not anticipate any material losses in this area in excess of the recorded allowance for
doubtful accounts.

Foreign Currency Risks

The Company has no material foreign operations.

ITEM 4CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Senior Vice
President of Finance, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the Chief
Executive Officer and the Senior Vice President of Finance, concluded that the Company's disclosure controls and procedures were effective as of June 30, 2003. There have been no changes in the
Company's internal controls over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's
internal controls over financial reporting.

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PART IIOTHER INFORMATION

ITEM 1LEGAL PROCEEDINGS

None.

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

At the Annual Meeting of Stockholders held on June 24, 2003, the stockholders elected three directors for a three-year term. The votes were as
follows:

FOR

WITHHELDPeter J. DaPuzzo

7,270,500

1,980Richard A. Keller

7,270,500

1,980Tyler T. Zachem

7,270,500

1,980


Ms. Kathleen
A. Perone, Ms. Samantha McCuen, and Messrs. Zach Lonstein, Robert B. Wallach, Timothy W. Billings, and Michael B. Targoff have terms expiring in 2004
and beyond and continue as directors of the Company.

ITEM 6EXHIBITS AND REPORTS ON FORM 8-K

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|                 |  | INFOCROSSING, INC.                                                     
|---------------- |  | -----------------------------------------------------------------------
|February 6, 2004 |  | /s/ ZACH LONSTEINZach Lonstein Chairman & Chief Executive Officer      
|February 6, 2004 |  | /s/ WILLIAM J. McHALEWilliam J. McHale Senior Vice President of Finance

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