<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C., 20549

                                   ----------

                                  FORM 10-QSB/A
                                (Amendment No. 1)
                                   ----------

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended December 31, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period                    to

                        Commission file number: 001-15835

                               US DATAWORKS, INC.
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                      84-1290152
(State or other jurisdiction of          (I.R.S. employer identification number)
 incorporation or organization)

        5301 HOLLISTER ROAD, SUITE 250
                HOUSTON, TEXAS                             77040
   (Address of principal executive offices)              (Zip Code)

                    Issuer's telephone number: (713) 934-3855

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]

Number of shares of Common Stock outstanding as of December 31, 2002:
56,535,672.

Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]



<PAGE>

                                EXPLANATORY NOTE

     US Dataworks, Inc. (the "Company"), by this Form 10-QSB/A, Amendment No. 1
to Form 10-QSB, hereby amends and restates Part I, Items 1 and 2, and Part II,
Item 6.



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                                              US DATAWORKS, INC.
                                                                        CONTENTS
                                                               December 31, 2002
--------------------------------------------------------------------------------

                                                                        Page
FINANCIAL STATEMENTS

     Balance Sheet                                                     F-2 - F-3

     Statements of Operations                                             F-4

     Statements of Cash Flows                                          F-5 - F-6

     Notes to Financial Statements                                    F-7 - F-18

                                      F-1


<PAGE>
<TABLE>

                                                                                  US DATAWORKS, INC.
                                                                                       BALANCE SHEET
                                                                                   December 31, 2002
----------------------------------------------------------------------------------------------------
<CAPTION>

                                               ASSETS
                                             (restated)
<S>                                                                                     <C>
CURRENT ASSETS
   Cash and cash equivalents ........................................................   $   196,449
   Accounts receivable, net of allowance for doubtful accounts of $0 (unaudited) ....       523,862
   Prepaid expenses and other current assets ........................................       227,496
                                                                                        ------------
         Total current assets .......................................................       947,807

PROPERTY AND EQUIPMENT, net .........................................................       911,818
GOODWILL, net .......................................................................    14,133,629
OTHER ASSETS ........................................................................        26,456
                                                                                        ------------
              TOTAL ASSETS ..........................................................   $16,019,710
                                                                                        ============

             The accompanying notes are an integral part of these financial statements.

                                                F-2
</TABLE>



<PAGE>
<TABLE>

                                                                                             US DATAWORKS, INC.
                                                                                                  BALANCE SHEET
                                                                                              December 31, 2002
---------------------------------------------------------------------------------------------------------------
<CAPTION>

                                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                                   (restated)
<S>                                                                                               <C>
CURRENT LIABILITIES
   Notes payable, net of unamortized discount of $4,534 .......................................   $    128,697
   Notes payable - related parties ............................................................      1,389,000
   Current portion of capital lease obligations ...............................................         11,095
   Current portion of convertible promissory notes, net of unamortized discount of $51,158 ....      1,615,942
   Deferred revenue ...........................................................................        185,888
   Accounts payable ...........................................................................        512,916
   Accrued expenses ...........................................................................        436,126
   Interest payable, including $60,702 related parties ........................................         74,312
   Net liabilities of discontinued operations .................................................      1,076,078
                                                                                                  -------------
         Total current liabilities ............................................................      5,430,054

CONVERTIBLE PROMISSORY NOTES, net of current portion ..........................................        150,000
                                                                                                  -------------
         Total liabilities ....................................................................      5,580,054

COMMITMENTS

SHAREHOLDERS' EQUITY
   Convertible Series A preferred stock, $0.0001 par value
     800,000 shares authorized, 640,000 shares issued and outstanding,
     $2.50 liquidation preference, dividends of $421,850 in arrears ...........................             64
   Convertible Series B preferred stock, $0.0001 par value
     700,000 shares authorized, 629,666 shares issued and outstanding,
     $0.75 liquidation preference, dividends of $27,186 in arrears ............................             63
   Common stock, $0.0001 par value
     90,000,000 shares authorized and 59,535,672 shares issued and outstanding ................          5,954
   Common stock committed, 642,375 shares .....................................................         38,000
   Additional paid-in capital .................................................................     41,869,474
   Accumulated deficit ........................................................................    (31,473,899)
                                                                                                  -------------
         Total shareholders' equity ...........................................................     10,439,656
                                                                                                  -------------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ......................................   $ 16,019,710
                                                                                                  =============

                   The accompanying notes are an integral part of these financial statements.

                                                      F-3
</TABLE>



<PAGE>
<TABLE>

                                                                                                              US DATAWORKS, INC.
                                                                                                        STATEMENTS OF OPERATIONS
                                                           For the Three Months and Nine Months Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                     FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                                                            DECEMBER 31,                    DECEMBER 31,
                                                                       2002            2001             2002            2001
                                                                   -------------   -------------   -------------   -------------
                                                                    (RESTATED)       (RESTATED)      (RESTATED)      (RESTATED)
<S>                                                                <C>             <C>             <C>
REVENUES
   Software licensing revenues .................................   $    460,000    $    182,500    $  1,137,650    $    655,923
   Software maintenance revenues ...............................         67,189              --         204,653         164,475
   Software service revenues ...................................        217,070         211,254         492,734         287,531
                                                                   -------------   -------------   -------------   -------------
     Total revenues ............................................        744,259         393,754       1,835,037       1,107,929

Cost of sales ..................................................        320,320         138,250         708,242         412,975
                                                                   -------------   -------------   -------------   -------------
     Gross profit ..............................................        423,939         255,504       1,126,795         694,954

OPERATING EXPENSES
   General and administrative ..................................        480,388         557,591       1,887,472       1,768,394
   Depreciation and amortization ...............................         74,058         606,855         227,698       2,169,032
   Consulting - related parties ................................             --              --              --          85,910
                                                                   -------------   -------------   -------------   -------------
      Total operating expense ..................................        554,446       1,164,446       2,115,171       4,023,336
                                                                   -------------   -------------   -------------   -------------
LOSS FROM OPERATIONS ...........................................       (130,507)       (908,942)       (988,376)     (3,328,382)
                                                                   -------------   -------------   -------------   -------------
OTHER INCOME (EXPENSE)
   Financing costs .............................................       (106,707)        (69,574)       (125,167)       (124,874)
   Interest expense ............................................       (130,198)       (229,806)       (608,754)     (2,373,185)
   Interest expense - related parties ..........................        (48,201)        (10,515)        (78,646)        (47,720)
   Loss on disposal of property and equipment ..................             --              --         (50,556)             --
   Other income (expense) ......................................          4,175             638           5,419           3,608
                                                                   -------------   -------------   -------------   -------------
      Total other income (expense) .............................       (280,931)       (309,257)       (857,709)     (2,542,171)
                                                                   -------------   -------------   -------------   -------------
LOSS BEFORE PROVISION FOR INCOME TAXES .........................       (411,438)     (1,218,199)     (1,846,085)     (5,870,553)
PROVISION FOR INCOME TAXES .....................................             --             816              --           1,616
                                                                   -------------   -------------   -------------   -------------
LOSS FROM CONTINUING OPERATIONS ................................       (411,438)     (1,219,015)     (1,846,085)     (5,872,169)
DISCONTINUED OPERATIONS
 Loss from operations of discontinued division, net of
    provision for income taxes of $0 ...........................             --      (1,203,504)             --      (1,103,177)
                                                                   -------------   -------------   -------------   -------------
      Total discontinued operations ............................             --      (1,203,504)             --      (1,103,177)

NET LOSS .......................................................       (411,438)     (2,422,519)     (1,846,085)     (6,975,346)
   Dividends paid ..............................................             --              --              --         264,698
                                                                   -------------   -------------   -------------   -------------
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS ......................   $   (411,438)   $ (2,422,519)   $ (1,846,085)   $ (7,240,044)
                                                                   =============   =============   =============   =============
BASIC AND DILUTED LOSS PER SHARE
  From continuing operation ....................................   $      (0.01)   $      (0.03)   $      (0.03)   $      (0.13)
  From discontinued operations .................................             --           (0.02)             --           (0.03)
  From dividends paid ..........................................             --              --              --           (0.01)
                                                                   -------------   -------------   -------------   -------------
      Total basic and diluted loss per share ...................   $      (0.01)   $      (0.05)   $      (0.03)   $      (0.17)
                                                                   =============   =============   =============   =============
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING ..........     58,164,965      45,920,437      56,657,605      43,539,700
                                                                   =============   =============   =============   =============

                           The accompanying notes are an integral part of these financial statements.

                                                              F-4
</TABLE>



<PAGE>
<TABLE>

                                                                                          US DATAWORKS, INC.
                                                                                     STATEMENTS OF CASH FLOW
                                                        For the Nine Months Ended December 31, 2002 and 2001
------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                     2002           2001
                                                                                 ------------   ------------
                                                                                  (RESTATED)     (RESTATED)
<S>                                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss from continuing operations .......................................   $(1,846,085)   $(5,872,169)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization of property and equipment .................       227,698        402,329
     Amortization of goodwill ................................................            --      1,766,703
     Loss on disposal of property and equipment ..............................        50,556             --
     Interest charges on convertible promissory notes ........................       445,071      2,198,180
     Issuance of stock for services rendered .................................       153,774        257,898
     Issuance of stock for legal settlement ..................................         2,900             --
     Issuance of stock for lock-up agreement .................................           400        224,950
     Issuance of stock for extension of notes payable due date ...............        97,416             --
     Issuance of warrants for lock-up agreements .............................            --         11,520
     Issuance of warrants for services .......................................         4,737             --
     Contributed stock for services rendered .................................        13,152             --
     (Increase) decrease in
       Accounts receivable ...................................................      (353,189)       (49,475)
       Work in progress ......................................................        11,312             --
       Prepaid expenses and other current assets .............................       (59,769)        82,682
       Other assets ..........................................................         5,738        (23,845)
     Increase (decrease) in
       Deferred revenue ......................................................       (77,035)        60,188
       Accounts payable ......................................................        66,857        118,010
       Accrued expenses ......................................................       127,158         55,437
       Interest payable ......................................................          (776)        (2,290)
       Interest payable - related parties ....................................        78,308         13,109
                                                                                 ------------   ------------
Net cash used in continuing operations .......................................    (1,051,777)      (756,773)
Net cash used in discontinued operations .....................................      (121,417)      (862,841)
                                                                                 ------------   ------------
Net cash used in operating activities ........................................    (1,173,194)    (1,619,614)
                                                                                 ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment ........................................       (32,929)       (17,102)
   Repayments to related parties .............................................       (54,506)        14,586
                                                                                 ------------   ------------
Net cash used in investing activities ........................................       (87,435)        (2,516)
                                                                                 ------------   ------------

                 The accompanying notes are an integral part of these financial statements.

                                                    F-5
</TABLE>


<PAGE>
<TABLE>

                                                                                US DATAWORKS, INC.
                                                                           STATEMENTS OF CASH FLOW
                                              For the Nine Months Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------------------------
<CAPTION>

                                                                           2002           2001
                                                                       ------------   ------------
                                                                        (RESTATED)     (RESTATED)
<S>                                                                    <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on capital lease obligations ...........................       (13,701)        (6,915)
   Proceeds from notes payable .....................................       210,700        249,000
   Repayment of notes payable ......................................      (227,145)       (90,080)
   Proceeds from notes payable - related party .....................       830,000         50,000
   Repayment of notes payable - related party ......................       (96,000)      (263,789)
   Proceeds from convertible promissory notes ......................       702,500        750,000
   Repayment of convertible promissory notes .......................      (106,400)      (160,000)
   Proceeds from common stock ......................................            --        304,654
   Stock issuance costs ............................................            --        (68,149)
   Proceeds from subscription receivables ..........................        21,010             --
   Proceeds from exercise of warrants ..............................         2,098             --
   Rescission of preferred stock ...................................            --        (10,000)
   Payment of dividends ............................................            --       (264,698)
                                                                       ------------   ------------
Net cash provided by financing activities ..........................     1,323,062        490,023
                                                                       ------------   ------------
Net decrease in cash and cash equivalents ..........................        62,433     (1,132,107)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .....................       134,016      1,159,230
                                                                       ------------   ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ...........................   $   196,449    $    27,123
                                                                       ============   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   INTEREST PAID ...................................................   $   100,312    $   111,439
                                                                       ============   ============
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

     During the nine months ended December 31, 2002, the Company completed the
following:

     o    In April and May 2002, issued 1,424,259 shares of common stock that it
          had committed to issue during the year ended March 31, 2002.

     o    In August, September, November, and December 2002, $267,500 of
          convertible promissory notes were converted into common stock. At
          December 31, 2002, the stock certificates for 380,000 shares of common
          stock on $38,000 of the convertible promissory notes converted had not
          been issued and therefore this amount is included in common stock
          committed.

     o    Accrued interest of $26,000 was transferred to the repayment amount of
          a convertible promissory note from accrued interest.

     During the nine months ended December 31, 2001, the Company completed the
following:

     o    Certain founding stockholders of US Dataworks, Inc. exchanged
          1,528,000 shares of common stock for $220,000 of notes payable.

     o    Recorded deferred financing costs of $891,248 related to the issuance
          of $750,000 of convertible promissory notes.

     o    Issued 475,000 shares of common stock valued at $190,000, which were
          committed prior to March 31, 2001.

   The accompanying notes are an integral part of these financial statements.

                                      F-6


<PAGE>

                               US DATAWORKS, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS

     US Dataworks, Inc. (the "Company" or "US Dataworks"), a Nevada corporation,
develops, markets, and supports transaction processing software for Windows NT
computer systems. Its customer base includes many of the largest financial
institutions as well as credit card companies, government institutions, and
high-volume merchants in the United States. It also has a strategic alliance
with BancTec to license the Company's software for its banking customers and
Thomson Financial Publishing, a unit of Thomson Corporation (TSE: TOC), to
incorporate its EPICWare database into the Company's products. The Company had
an alliance with CheckFree Corporation that was terminated October 31, 2002.
Prior to acquiring US Dataworks, Inc., a Delaware corporation, the Company was a
financial services company specializing in the integration of proprietary
software applications with Applications Service Provider ("ASP") services and an
internet service provider ("ISP"). During July and December 2001, the Company
started shutting down its ISP and ASP operations, respectively, and at March 31,
2002 all ISP and ASP activities had ceased. Effective May 9, 2002, the Company
merged with US Dataworks, Inc., a Delaware corporation, and dissolved the
Delaware corporation.

     Acquisition
     -----------

     Effective March 31, 2002 and with a closing date of April 2, 2001,
Sonicport acquired 100%, or 3,571,429 shares, of the outstanding common stock of
Dataworks (formerly known as Allstate Dataworks, Inc.) in exchange for
14,666,667 new shares of Sonicport's common stock and warrants to purchase
1,000,000 shares of Sonicport's common stock. The warrants have an exercise
price of $0.73, vest immediately, and expire on April 2, 2006. In addition,
certain shareholders of Sonicport transferred their ownership in 4,000,000
shares of Sonicport's common stock to the shareholders of Dataworks and
committed to return 2,200,000 shares of Sonicport's common stock to Sonicport in
exchange for promissory notes in the amount of $220,000. These shareholders had
returned 1,528,000 shares at June 30, 2001. Of the Dataworks shares, 878,572
were acquired from officers of Dataworks who are also officers of Sonicport.

     The Company previously recorded the acquisition of US Dataworks in a manner
similar to a pooling of interests. Management has reassessed the facts and
circumstances of the transaction and has changed the method used to record the
acquisition from a manner similar to a pooling of interests to the purchase
method, which is in conformity with generally accepted accounting principles in
accordance with APB 16, "Business Combinations." The purchase price has been
allocated to the assets acquired and liabilities assumed based on the estimated
fair values at the date of acquisition. The excess of the purchase price over
the estimated fair value of the net assets acquired is attributed to goodwill
which is being amortized over seven years using the straight line method. The
results of operations of US Dataworks will be included in the consolidated
financial statements from April 1, 2001.

     The fair value of assets acquired and liabilities assumed is summarized as
follows:

            Accounts receivable                               $      179,583
            Property and equipment                                 2,238,782
            Goodwill                                              16,489,233
            Other assets                                              14,509
            Notes payable                                         (1,346,754)
            Accounts payable and accrued expenses                    (43,841)
            Other liabilities                                        (41,293)
            Due from related parties                                 (52,957)
                                                                -------------
            Purchase price                                      $ 17,437,262
                                                                =============

                                      F-7


<PAGE>

NOTE 1 - ORGANIZATION AND BUSINESS (CONTINUED)

     The aggregate purchase price was $17,437,262. The value of the 14,666,667
new shares of Sonicport's common stock issued and the 4,000,000 shares
transferred by certain shareholders of Sonicport to the shareholders of US
Dataworks of $16,893,334 was determined based on the average closing market
price of Sonicport's common stock over the period consisting of two days before
and after the terms of the acquisition agreement were agreed to and announced.
The value of the warrants to purchase 1,000,000 shares was determined to be
$543,928 and was derived using the Black Scholes option pricing model using the
following assumptions: expected life of 2 years, risk-free interest rate of
5.49%, expected volatility of 100% and expected dividend yield of 0%.

NOTE 2 - RESTATEMENT

     The Company previously recorded the acquisition of US Dataworks in a manner
similar to a pooling of interests. Management reassessed the facts and
circumstances of the transaction and has changed the method used to record the
acquisition from a manner similar to a pooling of interests to the purchase
method, which is in conformity with generally accepted accounting principles.
The effect of the restatement on net sales, cost of sales, gross profit, net
loss, basic and diluted per common share, current assets, property and
equipment, total assets and current liabilities, total liabilities and total
liabilities and shareholders' deficit as of and for the nine moths ended
December 31, 2002 is as follows:
<TABLE>
<CAPTION>

                                                AS ORIGINALLY    RESTATEMENT
                                                  REPORTED       ADJUSTMENTS     AS RESTATED
                                                -------------   -------------   -------------
<S>                                             <C>             <C>             <C>
   Net Sales ................................   $  1,835,037    $         --    $  1,835,037
   Cost of Sales ............................        708,242              --         708,242
   Gross Profit .............................      1,126,795              --       1,126,795
   Net Loss .................................     (1,668,635)       (177,450)     (1,846,085)

   Loss Per Common Share:
     Basic ..................................          (0.03)             --           (0.03)
     Diluted ................................          (0.03)             --           (0.03)
   Current Assets ...........................   $    947,807    $         --         947,807
   Property and Equipment ...................        142,868         768,950         911,818
   Goodwill .................................             --      14,133,629      14,133,629
   Total Assets .............................      1,117,131      14,902,579      16,019,710
   Current Liabilities ......................      5,430,054              --       5,430,054
   Total Liabilities ........................      5,580,054              --       5,580,054
   Total Liabilities and Shareholders' Equity
     (Deficit) ..............................   $  1,117,131    $ 14,902,579    $ 16,019,710
</TABLE>

                                      F-8


<PAGE>

NOTE 2 - RESTATEMENT (CONTINUED)

     The effect of the restatement on net sales, cost of sales, gross profit,
net loss, basic and diluted loss per common share, current assets, property and
equipment, total assets, current liabilities, total liabilities and total
liabilities and shareholders' deficit as of and for the nine months ended
December 31, 2001 is as follows:
<TABLE>
<CAPTION>

                                                     AS ORIGINALLY    RESTATEMENT
                                                       REPORTED       ADJUSTMENTS     AS RESTATED
                                                     -------------   -------------   -------------
<S>                                                  <C>             <C>             <C>
   Net Sales .....................................   $  1,107,929    $         --    $  1,107,929
   Cost of Sales .................................        412,975              --         412,975
   Gross Profit ..................................        694,954              --          94,954
   Net Loss ......................................     (5,017,841)     (1,957,505)     (6,975,346)

   Loss Per Common Share:
     Basic .......................................          (0.12)          (0.05)          (0.17)
     Diluted .....................................          (0.12)          (0.05)          (0.17)
   Current Assets ................................   $    357,939    $         --         357,939
   Property and Equipment ........................        251,554       1,005,550       1,257,104
   Goodwill ......................................             --      14,722,530      14,722,530
   Total Assets ..................................        643,387      15,728,080      16,371,467
   Current Liabilities ...........................      4,798,545              --       4,798,545
   Total Liabilities .............................      4,815,437              --       4,815,437
   Total Liabilities and Shareholders' Equity ....
     (Deficit) ...................................   $    643,387    $ 15,728,080    $ 16,371,467
</TABLE>

NOTE 3 - DISPOSAL OF OPERATIONS

     Effective July 31, 2001, management of the Company formally decided to
start shutting down the operations of its Internet service provider,
SeeYouOnline. All assets and liabilities of SeeYouOnline were retained by the
Company. SeeYouOnline ceased providing Internet access services on August 15,
2001.

     Effective December 31, 2001, management of the Company formally decided to
start shutting down the operations of its application service provider ("ASP")
division. On February 14, 2002, the Company entered into an agreement (the
"Settlement Agreement") to settle all outstanding matters and terminate any
existing business between the Company and certain affiliates of the Company. As
part of the Settlement Agreement, effective February 14, 2002, the following
occurred:

          o    the Company transferred to an affiliate all rights in its ASP
               technology software which had a net book value of $723,378

          o    664,000 warrants issued on March 31, 2001 with an exercise price
               of $0.73 issued to the controlling stockholders of the affiliates
               were cancelled

          o    an affiliate and two significant stockholders of the Company
               forgave $260,206 of payables due from the Company, and the
               Company forgave $300,519 of receivables due from the affiliate

          o    notes payable in the amounts of $50,000 and $46,000 entered into
               in November 2001 between the Company and the controlling
               stockholders of the affiliates, respectively, remain payable and
               are to be paid off from proceeds from any future finance
               arrangements

          o    a $1,024,400 balance on the note payable due to an affiliate,
               issued to the Subsidiary on July 12, 2000 and refinanced on April
               2, 2001, and accrued expenses for two significant stockholders of
               the Company and an affiliate for $105,600 and $20,000,
               respectively, remain payable and are to be paid off from any
               future financial arrangements.

                                      F-9


<PAGE>

NOTE 3 - DISPOSAL OF OPERATIONS (CONTINUED)

     At December 31, 2002, net liabilities of discontinued activities included
accounts payable of $34,509 and a note payable to an affiliate of $1,041,569.

     The results from discontinued operations for the ASP division and
SeeYouOnline for the nine months ended December 31, 2001 included total revenues
of $697,875 and $176,471, respectively, and income(loss) from operations of
($1,287,879) and $184,702, respectively.

     At March 31, 2002, all activities relating to these two discontinued
divisions had ceased, and additional costs relating to these two divisions are
not expected to be incurred subsequent to March 31, 2002.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation
     ---------------------

     The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-QSB and
Regulation S-B.

     Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
normal, recurring adjustments considered necessary for a fair presentation have
been included. The financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Company's Annual
Report on Form 10-KSB/A for the year ended March 31, 2002. The results of
operations for the nine months ended December 31, 2002 are not necessarily
indicative of the results that may be expected for the year ended March 31,
2003.

     Going Concern
     -------------

     The Company has received a report from its independent auditors that
includes an explanatory paragraph describing the uncertainty as to the Company's
ability to continue as a going concern. These consolidated financial statements
contemplate the ability to continue as such and do not include any adjustments
that might result from this uncertainty.

     Revenue Recognition
     -------------------

     The Company recognizes revenues in accordance with the provisions of the
American Institute of Certified Public Accountants' Statement of Position 97-2,
"Software Revenue Recognition." The Company licenses its software products under
nonexclusive, nontransferable license agreements. For software license
arrangements that require significant modification or customization, the entire
arrangement is accounted for in conformity with Accounting Research Bulletin No.
45, "Long-term Construction-Type Contracts," using the relevant guidance
Statement of Position 81-1, "Accounting for Performance of Construction-Type
Contracts and Certain Production-Type Contracts," using the completed contract
method. Such software license arrangements are considered to be complete
following departure from the site after customization. For those arrangements
that do not require significant modification or customization, revenue is
recognized when a license agreement has been signed, delivery of the software
product has occurred, the related fee is fixed or determinable, and
collectibility is probable.

     For license agreements that include a separately identifiable fee for
contracted maintenance services, such revenues are recognized on a straight-line
basis over the life of the maintenance agreement noted in the license agreement,
but following any installation period of the software.

                                      F-10


<PAGE>

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Revenue Recognition (Continued)
     -------------------------------

     In December 1999, Securities and Exchange Commission ("SEC") Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements," was issued. SAB No. 101 provides the SEC staff's views in applying
accounting principles generally accepted in the United States of America to
selected revenue recognition issues, including software revenue recognition. The
Company adopted SAB No. 101 in the fourth quarter of the year ended March 31,
2002.

     Goodwill
     --------

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is effective
for fiscal years beginning after December 15, 2001. SFAS 142 prohibits the
amortization of goodwill and intangible assets with indefinite useful lives but
requires that these assets be reviewed for impairment at least annually or on an
interim basis if an event occurs or circumstances change that could indicate
that their value has diminished or been impaired. Other intangible assets will
continue to be amortized over their estimated useful lives. The Company
evaluates the remaining useful lives of these intangibles on an annual basis to
determine whether events or circumstances warrant a revision of the remaining
period of amortization. Pursuant to SFAS 142, amortization of goodwill recorded
in business combinations prior to June 30, 2001 ceased effective March 31, 2002.
Goodwill resulting from business combinations completed after June 30, 2001 will
not be amortized.

     The Company will test goodwill and intangible assets with indefinite lives
for impairment during the fiscal year beginning April 1, 2002 and any resulting
impairment charge will be reflected as a cumulative effect of a change in
accounting principle. Under SFAS 142, the Company is required to screen goodwill
for potential impairment by September 30, 2002 and measure the amount of
impairment, if any, by March 31, 2003.

     The following table reconciles net loss and loss per share as reported for
the three and nine months ended December 31, 2002 and 2001 to net loss and loss
per share as adjusted to exclude amortization expense, net of taxes, related to
goodwill that is no longer being amortized:
<TABLE>
<CAPTION>

                                               FOR THE THREE MONTHS ENDED       FOR THE NINE MONTHS ENDED
                                                      DECEMBER 31,                     DECEMBER 31,
                                                  2002           2001              2002             2001
                                              ------------   --------------   --------------   --------------
<S>                                           <C>            <C>              <C>              <C>
Reported net loss before extraordinary
   item ...................................   $  (411,438)   $  (2,422,519)   $  (1,846,085)   $  (6,975,346)
Reported net loss .........................      (411,438)      (2,422,519)      (1,846,085)      (6,975,346)
Add back:  Goodwill amortization ..........            --          588,901               --        1,766,703
Adjusted net loss .........................   $  (411,438)   $  (1,833,618)   $  (1,846,085)   $  (5,208,643)

Basic loss per share
   Reported net loss before extraordinary
     item .................................   $     (0.01)   $       (0.05)   $       (0.03)   $       (0.17)
   Reported net loss per share ............         (0.01)           (0.05)           (0.03)           (0.17)
   Add back:  goodwill amortization .......            --            (0.01)              --            (0.04)
   Adjusted net loss ......................   $     (0.01)   $       (0.04)   $       (0.03)   $       (0.13)

Diluted loss per share
   Reported net loss before extraordinary
     item .................................   $     (0.01)   $       (0.05)   $       (0.03)   $       (0.17)
   Reported net loss ......................         (0.01)           (0.05)           (0.03)           (0.17)
   Add back:  goodwill amortization .......            --            (0.01)              --            (0.04)
   Adjusted net loss ......................   $     (0.01)   $       (0.04)   $       (0.03)   $       (0.13)
</TABLE>

                                      F-11


<PAGE>

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Reclassifications
     -----------------

     Certain amounts in the December 31, 2001 statement of operations have been
reclassified to conform with the current period presentation. Such
reclassifications did not have any effect on the reported net loss.

     Loss per Share
     --------------

     The Company calculates loss per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share." Basic loss per
share is computed by dividing the loss available to common stockholders by the
weighted-average number of common shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive.

     The following potential common shares have been excluded from the
computation of diluted net loss per share for the periods presented because the
effect would have been anti-dilutive:
<TABLE>
<CAPTION>

                                                                                    For the Nine Months Ended
                                                                                          December 31,
                                                                                     -----------------------
                                                                                        2002         2001
                                                                                     -----------  ----------
                                                                                     (unaudited)  (unaudited)
<S>                                                                                   <C>         <C>
Options outstanding under the Company's stock option plans ........................   1,520,000   3,920,000
Options granted outside the Company's stock option plans ..........................     621,750   1,050,250
Warrants issued in conjunction with convertible Series B preferred stock ..........     629,666     629,666
Warrants issued in conjunction with private placements ............................     531,500     531,500
Warrants issued as a financing cost for notes payable and convertible notes payable   3,409,685   2,520,500
Warrants issued in conjunction with lock-up agreements ............................     729,759     729,759
Warrants issued for services rendered .............................................   1,892,000   1,652,000
Warrants issued as part of the acquisition of US Dataworks, a Delaware corporation      336,000   1,000,000
Convertible Series A preferred stock ..............................................     640,000     640,000
Convertible Series B preferred stock ..............................................     629,666     629,666
</TABLE>

     Concentrations of Credit Risk
     -----------------------------

     The Company sells its products throughout the United States and extends
credit to its customers. It also performs ongoing credit evaluations of such
customers. The Company does not obtain collateral to secure its accounts
receivable. The Company evaluates its accounts receivable on a regular basis for
collectibility and provides for an allowance for potential credit losses as
deemed necessary.

     Two strategic partners of the Company accounted for 1% and 43% of the
Company's net sales for the three ended December 31, 2002, respectively. These
two strategic partners accounted for 37% and 16% of the Company's net sales for
the nine months ended December 31, 2002, respectively. Amounts due from
strategic partners were $0 and $300,000, which is 0% and 57% of accounts
receivable at December 31, 2002, respectively.

                                      F-12


<PAGE>

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Recently Issued Accounting Pronouncement
     ----------------------------------------

     In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." This
statement addresses financial accounting and reporting for costs associated with
exit or disposal activities and nullifies Emerging Issues Task Force ("EITF")
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." This statement requires that a liability for a cost associated
with an exit or disposal activity be recognized when the liability is incurred.
Under EITF Issue 94-3, a liability for an exit cost, as defined, was recognized
at the date of an entity's commitment to an exit plan. The provisions of this
statement are effective for exit or disposal activities that are initiated after
December 31, 2002 with earlier application encouraged. The Company does not
expect adoption of SFAS No. 146 to have a material impact, if any, on its
financial position or results of operations.

     In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires that those transactions be accounted for in accordance with SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." In addition, this statement amends SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," to include certain financial
institution-related intangible assets. This statement is not applicable to the
Company.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," an amendment of SFAS No. 123. SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require more prominent and more frequent disclosures in financial statements
about the effects of stock-based compensation. This statement is effective for
financial statements for fiscal years ending after December 15, 2002. SFAS No.
148 will not have a material impact on the Company's financial statements as
management does not have any intention to change to the fair value method.

NOTE 5 - PROPERTY AND EQUIPMENT

     Property and equipment at December 31, 2002 consisted of the following:

           Furniture and fixtures                                 $    76,536
           Telephone equipment                                         93,798
           Computer equipment                                         149,739
           Computer software                                        1,183,000
           Leasehold improvements                                      13,517
                                                                  ------------
                                                                    1,516,590
           Less accumulated depreciation and amortization             604,772
                                                                  ------------
           TOTAL                                                  $   911,818
                                                                  ============

     Depreciation and amortization expense for the three months ended December
31, 2002 and 2001 was $74,058 and $134,370, respectively. Depreciation and
amortization expense for the nine months ended December 31, 2002 and 2001 was
$227,698 and $402,329, respectively. For the three and nine months ended
December 31, 2001, $0 and $53,156 of depreciation and amortization expense was
related to discontinued operations, respectively.

                                      F-13


<PAGE>

NOTE 6 - NOTES PAYABLE

     Notes payable at December 31, 2002 consisted of the following:

           Notes payable, interest at 6% per annum, unsecured,
               due in February 2003.                                  $   30,707
           Notes payable, interest at 12.2% per annum, unsecured,
               due in July 2003.                                          12,524
           Notes payable, interest at 10% per annum, unsecured,
               due in March, April, and August 2003.                      45,000
           Notes payable, interest at 12% per annum, unsecured,
               due in January 2003.                                       45,000
                                                                      ----------
                                                                         133,231
           Less current portion                                          133,231
                                                                      ----------
                Long-term portion                                     $       --
                                                                      ==========

     On July 1, 2000, the Company entered into a note payable agreement for
$52,500. The note is for a 20-month term and bears interest at 10% per annum.
Principal and interest are due monthly. As of March 31, 2002, the balance on the
note payable was $4,785. In May 2002, the outstanding balance on the note was
paid in full.

     During the period October 30, 2001 through January 28, 2002, the Company
entered into Subscription Agreements to issue certain units in exchange for
gross proceeds of $125,000. The first unit was for $50,000 and consisted of a
promissory note, a warrant to purchase 2,500 shares of the Company's common
stock, and 18,750 shares of the Company's common stock. The second unit was for
$15,000 and consisted of a promissory note, a warrant to purchase 1,500 shares
of the Company's common stock, and 11,250 shares of the Company's common stock.
Six other units were each for $10,000, and each unit consisted of a promissory
note, a warrant to purchase 1,000 shares of the Company's common stock, and
7,500 shares of the Company's common stock. The $50,000 promissory note is for a
six-month term, the $15,000 promissory note is for a one-year term, and the
$10,000 promissory notes are for a term of one year. All of the notes bear
interest at 12% per annum and are unsecured. In May 2002, the Company repaid
$25,000 on the $50,000 promissory note. The remaining $25,000 was repaid in
August 2002. In November and December 2002, the Company repaid three $10,000
promissory notes.

     In April 2002, the Company entered into Subscription Agreements for gross
proceeds of $30,000. Each of the three $10,000 units consisted of a promissory
note and a warrant to purchase 1,000 shares of the Company's common stock. The
promissory notes are for a term of one year, bear interest at 10% per annum, and
are unsecured. Each warrant vests immediately and entitles the holder to
purchase one share of the Company's common stock at $0.40 per share and expires
three years from the date of issuance. The amount to be allocated to the
warrants as a debt discount was determined to be immaterial.

     In July 2002, the Company entered into a loan agreement to finance an
insurance policy. The amount financed was $132,010 at 6% per annum, due in nine
monthly installments of principal and interest totaling $15,353. The principal
balance at December 31, 2002 was $30,707.

     In August 2002, the Company entered into Subscription Agreements for gross
proceeds of $5,000. The $5,000 unit consisted of a promissory note and a warrant
to purchase 250 shares of the Company's common stock. The promissory notes are
for a term of one year, bear interest at 10% per annum, and are unsecured. Each
warrant vests immediately and entitles the holder to purchase one share of the
Company's common stock at $0.20 per share and expires three years from the date
of issuance. The amount to be allocated to the warrants as a debt discount was
determined to be immaterial.

     In November 2002, the Company entered into a loan agreement to finance an
insurance policy. The amount financed was $15,314 at 12.2% per annum, due in
nine monthly installments of principal and interest totaling $1,789. The
principal balance at December 31, 2002 was $12,524.

                                      F-14


<PAGE>

NOTE 7 - NOTES PAYABLE - RELATED PARTIES

     On November 1 and November 28, 2001, the Company entered into note
agreements with a stockholder and an affiliate for $50,000 and $46,000,
respectively. The notes bear interest at 5% per annum, are unsecured, and are
due upon demand. During May 2002, the principal was repaid, and the interest
accrued was forgiven by the note holders.

     During the nine months ending December 31, 2002, the Company entered into
seven separate note agreements totaling $830,000 with the Company's Chief
Executive Officer. The note proceeds were used to fund the Company's business
operations. The notes bear interest at 12% per annum, are unsecured, and are due
upon demand.

NOTE 8 - CONVERTIBLE PROMISSORY NOTES

     On May 7, 2002 through October 11, 2002, the Company entered into
Subscription Agreements in exchange for gross proceeds of $702,500. The units
issued consisted of 45 convertible promissory notes and warrants to purchase
405,250 shares of the Company's common stock. The holders of forty-three of the
promissory notes for a total of $562,500 have the option to convert the notes at
any time after 31 days following the issuance date of the note. The holders of
two of the promissory notes for a total of $140,000 have the option to convert
the notes at any time after 91 days following the issuance date of the note.

     The Company has the option to redeem $562,500 of the notes at any time
prior to the notes' maturity date at 105% of the face value of the note, plus
accrued interest, if any, at any time prior to the maturity date. The notes are
convertible at 80% of the average closing price for the 20 trading days
immediately preceding the conversion date, but not less than $0.20 per share
(for $10,000 of the notes) or $0.15 per share (for $160,000 of the notes) or
$0.12 per share (for $229,500 of the notes) or $0.10 per share (for $163,000 of
the notes). The notes earn interest at 10% per annum, the principal and any
unpaid interest are due one year following the issuance date of the note, and
interest is payable in cash on June 1, 2002, September 1, 2002, December 1,
2002, and March 1, 2003.

     The Company has the option to redeem $140,000 of the notes at any time
prior to the notes' maturity date at 110% of the face value of the notes if the
notes are redeemed within 90 days of the issuance date of the notes, or at 105%
of the face value of the notes if the notes are redeemed more than 90 days from
the issuance date of the notes. The notes are convertible at 80% of the average
closing price for the 20 trading days immediately preceding the conversion date,
but not less than $0.13 per share. The notes earn interest at 10% per annum, the
principal and any unpaid interest are due one year following the issuance date
of the notes, and interest is payable in cash on September 1, 2002, December 1,
2002, and March 1, 2003.

     The warrants to purchase 405,250 shares of the Company's common stock are
exercisable at prices ranging from $0.10 to $0.23 per share and expire three
years from the date of issuance.

     The Company allocates the proceeds received from debt or convertible debt
with detachable warrants or shares of common stock using the relative fair value
of the individual elements at the time of issuance. The amount allocated to the
warrants as a debt discount was calculated at $40,911 and will be recognized as
interest expense over the period until the notes mature. In the event the debt
is settled prior to the maturity date, an expense will be recognized based on
the difference between the carrying amount and the amount of the payment. During
the nine months ended December 31, 2002, the Company recognized $20,502 in
interest expense related to the accretion of the debt discount.

     In accordance with generally accepted accounting principles, the difference
between the conversion price and the Company's stock price on the date of
issuance of the notes is considered to be interest expense. It will be
recognized in the statement of operations during the period from the issuance of
the notes to the time at which the notes first become convertible. The Company
recognized interest expense of $254,457 in the accompanying statement of
operations for the nine months ended December 31, 2002.

                                      F-15


<PAGE>

NOTE 8 - CONVERTIBLE PROMISSORY NOTES (CONTINUED)

     On January 17 and January 26, 2000, the Company entered into a Subscription
Agreement for two, 10% Convertible Promissory Notes (the "January Notes") for
$100,000 and $150,000, respectively, with a director of the Company. The holder
of the January Notes has the option to convert the January Notes at any time
after the closing date of the January Notes. The January Notes are convertible
at the lesser of $2.50 or 75% of the average closing bid price of the Company's
common stock for the five trading days prior to conversion.

     The Company recorded a financing charge of $169,374, representing the
difference between the $2.50 exercise price of the January Notes and the
Company's stock price of $4.20 and $4.19 on the respective issuance dates.
Interest is due on the January Notes on April 1 and October 1. Principal and any
unpaid interest are due on February 28, 2002, if the January Notes have not been
converted prior to such date by either party to the January Notes.

     On May 9, 2002, the note holder resigned as a director. On August 13, 2002,
the Company settled with the note holder for $299,800, representing the
principal of $250,000 plus accrued interest to the settlement date of $49,800,
plus 10% interest on the settlement amount, with the settlement amount to be
paid over 12 months from the settlement date. During the three months ended
December 31, 2002, the Company paid principal of $71,400 on the note.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

     Litigation
     ----------

     On July 19, 2002, an individual and former director of US Dataworks, H. J.
Frazier, filed a lawsuit against US Dataworks in Los Angeles Superior Court
alleging breach of debenture agreement. In the complaint, the plaintiff prays
for damages in the amount of $275,000, plus prejudgment interest and cost of
suit. US Dataworks and Mr. Frazier have reached a settlement pursuant to which
US Dataworks will make monthly payments in the amount of $23,800 per month until
March 1, 2003. On March 1, 2003, US Dataworks has the option to pay the
remaining balance or to make monthly payments in the amount of $26,167 through
August 1, 2003. US Dataworks also agreed to pay Mr. Frazier's attorney's fees
and costs, up to a maximum of $5,000, and reimburse Mr. Frazier for the cost of
the suit. Upon payment in full, Mr. Frazier will dismiss the lawsuit with
prejudice. As of December 31, 2002, the Company has made timely payments and is
current regarding this agreement.

NOTE 10 - STOCKHOLDERS' DEFICIT

     Convertible Series A Preferred Stock
     ------------------------------------

     At December 31, 2002, there were dividends in arrears of $421,850, or $0.66
per share.

     Convertible Series B Preferred Stock
     ------------------------------------

     At December 31, 2002, there were dividends in arrears of $27,186, or $0.04
per share.

     Payment of Dividends
     --------------------

     On May 24, 2001 and June 4, 2001, the Company declared and paid dividends
of $120,000 and $120,000, respectively, on the Company's Series A. On April 18,
2001, the Company declared and paid dividends of $24,698 on the Company's Series
B.

     Common Stock and Warrants
     -------------------------

     During the nine months ended December 31, 2002, the Company completed the
following:

          o    In April and May 2002, issued 1,424,259 shares of common stock
               that it had committed to issue during the year ended March 31,
               2002.

                                      F-16


<PAGE>

NOTE 10 - STOCKHOLDERS' DEFICIT (CONTINUED)

     Common Stock and Warrants (Continued)
     -------------------------------------

          o    In April 2002, issued 10,000 shares of common stock as a
               litigation settlement.

          o    In May 2002, issued 6,250 warrants as payment for services
               rendered valued at $1,875, which was the fair market value of the
               services rendered.

          o    In May 2002, issued 74,300 shares of common stock as part of a
               financing agreement that ended March 31, 2002. As of March 31,
               2002, there was a subscription receivable of $21,010 that was
               subsequently written off because the Company determined it to be
               uncollectible.

          o    In June 2002, issued 6,250 shares of common stock in exchange for
               proceeds of $1,500 upon the exercise of warrants.

          o    In August, September, and November 2002, $267,500 of convertible
               promissory notes were converted into 1,359,167 shares of common
               stock. During November 2002, the stock certificates for 1,079,167
               share of common stock were issued. At December 31, 2002, the
               stock certificates for 280,000 of common stock on $28,000 of the
               convertible promissory notes converted had not been issued and
               therefore this amount is included in common stock committed.

          o    In November 2002, two convertible promissory notes totaling
               $100,000 were converted into 833,334 shares of common stock.

          o    In December 2002, a convertible promissory note for $10,000 was
               converted into 100,000 shares of common stock. At December 31,
               2002, the stock certificate had not been issued and therefore the
               amount is included in common stock committed.

     Common Stock for Services Rendered
     ----------------------------------

     During the nine months ended December 31, 2002, the Company completed the
following:

          o    In May 2002, the Company issued 108,750 shares of common stock as
               payment for services rendered valued at $40,865, which was the
               fair market value of the services rendered.

          o    In June 2002, the Company issued 525,000 shares of common stock
               for services rendered valued at $99,750, which was the Fair
               market value of the services rendered.

          o    In December 2002, the Company issued 375,000 shares of common
               stock and a warrant to purchase 150,000 shares of common stock,
               and a third party contributed a further 375,000 shares of common
               stock, as payment for services to be rendered over an eighteen
               month period valued at $150,000, which was the fair market value
               of the services rendered.

     Common Stock for Lock-Up Agreements
     -----------------------------------

     In May 2002, the Company issued 1,740 shares of common stock valued at
$400. This stock was issued to certain purchasers of the Company's common stock
as consideration for the purchasers to enter into lock-up agreements for the
sale of their shares of common stock for a period of one year. The cost of the
issuance of the shares was recognized as a financing cost in the statement of
operations.

                                      F-17


<PAGE>

NOTE 10 - STOCKHOLDERS' DEFICIT (CONTINUED)

     Common Stock and Warrants as a Financing Cost
     ---------------------------------------------

          o    In July 2002, the Company issued 5,137 shares of common stock and
               warrants to purchase 685 shares of common stock to a note holder
               as compensation for the note holder to extend the maturity date
               of $25,000 of the holder's $50,000 promissory Note with the
               Company. This note was paid in full in August 2002.

          o    In December 2002, the Company issued 440,000 shares of common
               stock to a convertible promissory note holder as compensation for
               the note holder to extend the maturity date of a $165,000
               promissory note with the Company until January 2003. This note
               was paid in full in January 2003.

NOTE 11 - RELATED PARTY TRANSACTIONS

     During the three and nine months ended December 31, 2002, the Company paid
rent expense totaling $0 and $3,000 respectively, to an affiliated company,
which is owned by significant stockholders of the Company.

NOTE 12 - SUBSEQUENT EVENTS

     Granting of Stock Options
     -------------------------

     In January 2003, the Board granted an option to purchase 250,000 shares of
common stock to an employee based on the employment agreement with that
employee.

     Backlog
     -------

     Subsequent to December 31, 2002, the Company signed various contracts with
major retailers and banks resulting in a total backlog of $1.2 million in
software license and software service fees. This backlog includes $167,000 in
software service fees remaining from the previous quarter. We expect the
majority of software under such contracts will be installed by March 31, 2003.

                                      F-18


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion and analysis of our financial condition and
results of operations should be read with the unaudited consolidated financial
statements and related notes included elsewhere in this Report.

     When used in this Report, the words "expects," "anticipates," "believes,"
"plans," "will" and similar expressions are intended to identify forward-looking
statements. These are statements that relate to future periods and include, but
are not limited to, statements as to statements regarding benefits related to
our strategic alliances, our critical accounting policies, installation of our
software, expectations regarding our revenue, adequacy of cash, expectations
regarding net losses and cash flow, statements regarding our growth and
profitability, investments in marketing, promotion, and operating
infrastructure, our need for future financing, our dependence on personnel and
our ability to respond to rapid technological change. Forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those projected. These risks and uncertainties
include, but are not limited to, those discussed below, as well as risks related
to our ability to develop and timely introduce products that address market
demand, the impact of alternative technological advances and competitive
products, market fluctuations, our ability to obtain future financing, and the
risks set forth below under "Factors that May Affect Our Results." These
forward-looking statements speak only as of the date hereof. US Dataworks
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

     All references to "US Dataworks," "we," "us" or "our" means US Dataworks,
Inc.

     MICRworks, Returnworks, Remitworks and Remoteworks are trademarks of US
Dataworks. Other trademarks referenced herein are the property of their
respective owners.

OVERVIEW

     US Dataworks is a developer of electronic check processing software,
serving several of the top banking institutions, credit card issuers, and the
United States Government. We generate revenue from the licensing, system
integration and maintenance of our core products: MICRworks, Returnworks,
Remitworks and Remoteworks for the financial services industry. The software
developed by us is designed to enable organizations to transition from
traditional paper-based payment and billing processes to electronic solutions.
US Dataworks' products include check processing, point-of-purchase transactions
and turnkey Automated Clearing House, or ACH, payments. Our products are
designed to provide organizations with an in-house solution that will complement
such organizations' existing technologies and systems. We also offer
comprehensive solutions to support the outsourcing requirements of traditional
and Internet-based organizations, in particular, financial service-related
vendors. US Dataworks' strategy is to identify, design and develop products that
fill specific niches in the financial transaction processing industry.

     On September 25, 2002, our stockholders elected a new board of directors
consisting of Joe Abrell and John L. Nicholson, M.D. as Class I directors,
Hayden D. Watson and Thomas L. West, Jr. as Class II directors, and Charles E.
Ramey and Terry Stepanik as Class III Directors. Following the Stockholders'
meeting, the board of directors appointed Terry Stepanik as our Interim Chief
Financial Officer.

     On October 31, 2002, we entered into a mutual settlement agreement with
Checkfree Corporation terminating our strategic alliance with Checkfree. Under
the terms of the agreement, we will continue to receive revenues generated under
the contracts entered into with the customers established through our alliance
with Checkfree.

     On November 13, 2002, we formed a strategic alliance with BancTec, Inc.,
which we anticipate will promote our brand name and expand our client base.

CRITICAL ACCOUNTING POLICIES

     The following discussion is based upon our financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses,

                                       1


<PAGE>

and related disclosure of contingent assets and liabilities. On an on-going
basis, we evaluate these estimates, including those related to revenue
recognition and concentration of credit risk. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

     We believe that of the significant accounting policies used in the
preparation of our financial statements (see Note 4 to the Financial
Statements), the following are critical accounting policies, which may involve a
higher degree of judgment, complexity and estimates.

     REVENUE RECOGNITION

     We license our software products under non-exclusive, non-transferable
license agreements. For license agreements that require significant modification
or customization, we do not recognize revenue until we have completed the work
under the agreement. For those license agreements that do not require
significant modification or customization, we recognize revenue when the license
agreement has been signed, delivery of the software product has occurred, the
related fee is fixed or determinable, and collectibility is probable. If the
license agreement includes a separate fee for maintenance services, we recognize
revenue ratably over the term of the agreement.

     CONCENTRATIONS OF CREDIT RISK

     We perform ongoing credit evaluations of our customers and extend credit to
our customers. We do not obtain collateral from our customers to secure our
accounts receivables. We evaluate our accounts receivable on a regular basis for
collectibility and provide for an allowance for potential credit losses as
deemed necessary. If credit losses do occur, those losses could have an adverse
effect on our financial condition.

RESULTS OF OPERATIONS

     The results of operations reflected in this discussion include the
operations of US Dataworks for the three months and nine months ended December
31, 2002 and 2001. The acquisition agreement between US Dataworks (then
Sonicport, Inc.) and US Dataworks, Inc., a Delaware corporation, was signed on
March 31, 2001, with an effective date of April 2, 2001. Balance sheet
information, as well as revenue and expenses, are affected by this consolidation
and it is important to understand this when viewing the overall results.

     REVENUE

     Revenue increased by $350,505 or 89% to $744,259 for the three months ended
December 31, 2002 from $393,754 for the three months ended December 31, 2001.
The increase in revenue was primarily attributable to an increase in the number
of license and software service agreements we entered into in the three months
ended December 31, 2002. Revenue increased by $727,108 or 66% to $1,835,037 for
the nine months ended December 31, 2002 from $1,107,929 for the nine months
ended December 31, 2001. This increase was primarily due to discontinuing our
internet service provider, or ISP, and application service provider, or ASP,
divisions and focusing our efforts in building our electronic check processing
software business, which resulted in an increased number of software license and
software service agreements being sold. Subsequent to December 31, 2002, the
Company signed various contracts with major retailers and banks resulting in a
total backlog of $1.2 million in software license and software service fees.
This backlog includes $167,000 in software service fees remaining from the
previous quarter. We expect the majority of software under such contracts will
be installed by March 31, 2003. Upon such installations, we anticipate
recognizing the revenue for these contracts during the period in which the
installations are complete.

     COST OF SALES

     Cost of sales increased by $182,070 or 132% to $320,320 for the three
months ended December 31, 2002 from $138,250 for the three months ended December
31, 2001. The increase was primarily attributable to an increase in labor
related costs. Cost of sales increased by $295,267 or 71% to $708,242 for the
nine months ended December 31, 2002 from $412,975 for the nine months ended
December

                                       2


<PAGE>

31, 2001. The primary reason for this increase was also due to labor
related costs.

     OPERATING EXPENSES

     Total operating expenses decreased by $610,000 or 52% to $554,446 for the
three months ended December 31, 2002 from $1,164,446 for the three months ended
December 31, 2001. The decrease was primarily attributable to a $588,901
decrease in the amortization of goodwill. The Company ceased the periodic
amortization of goodwill as of March 31, 2002 (see Note 4 to the Financial
Statements). Total operating expenses decreased by $1,908,165 or 53% to
$2,115,171 for the nine months ended December 31, 2002 from $4,023,336 for the
nine months ended December 31, 2001. This decrease in operating expenses for the
nine month period was also due to a $1,766,703 decrease in the amortization of
goodwill.

     OTHER EXPENSES

     Other expenses, including interest expense and financing costs, decreased
during the three months ended December 31, 2002 primarily due to interest
charges on our convertible promissory notes in the form of fixed conversion
features and amounts allocated to warrants as a debt discount. Interest expense
decreased by $61,922 or 26% to $178,399 for the three months ended December 31,
2002 from $240,321 for the three months ended December 31, 2001. Interest
expenses decreased by $1,733,500 or 72% to $687,405 for the nine months ended
December 31, 2002 from $2,420,905 for the nine months ended December 31, 2001.
This decrease is attributable to the issuance in the prior year of approximately
$2.3 million of convertible promissory notes that had substantial beneficial
conversion features. These beneficial conversion features resulted in interest
expense of $2 million that was expensed in the three months ended June 30, 2001.

     DISCONTINUED OPERATIONS

     For the three months and nine months ended December 31, 2002, we did not
recognize a gain or a loss on discontinued operations of our internet service
provider, or ISP, and application services provider, or ASP, divisions, as
compared to a loss of $1,203,504 and $1,103,177 for the three months and nine
months ended December 31, 2001, respectively. In April 2001, we completed the
acquisition of US Dataworks, Inc., a Delaware corporation, a developer of
electronic check processing software. In August 2001, we ceased operations in
our ISP division due to the increased competition in the ISP market and the
resulting negative effect on our cash flow. In February 2002, we sold our ASP
technology software and ceased operations in our ASP division in order to focus
on our core business of software development.

     NET LOSS

     Net loss decreased by $2,011,081 or 83% to a net loss of $411,438 for the
three months ended December 31, 2002 from $2,422,519 for the three months ended
December 31, 2001. Net loss decreased by $5,129,261 or 74% to a net loss of
$1,846,085 for the nine months ended December 31, 2002 from $6,975,346 for the
nine months ended December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents increased by $169,324 or 624% to $196,449 for the
nine months ended December 31, 2002 compared to an increase of $27,123 for the
nine months ended December 31, 2001. This increase was primarily due to an
increase in proceeds received from our financing activities. Cash used for
operating activities was $1,173,194 for the nine months ended December 31, 2002,
of which $121,417 was used in discontinued operating activities, compared to
$1,619,614 for the nine months ended December 31, 2001, of which $862,841 was
used in discontinued operating activities.

     Cash used for investment activities for the nine months ended December 31,
2002 consisted of repayments to our affiliates and the purchase of property and
equipment totaling $87,435. Cash used for investment activities for nine months
ended December 31, 2001 consisted of the purchase of property and equipment for
$17,102, which was offset by advances of $14,586 from our affiliates.

                                       3


<PAGE>

     Financing activities provided cash of $1,323,062 for the nine months ended
December 31, 2002 and included the issuance of $702,500 in convertible
promissory notes, $210,700 in promissory notes, and $830,000 in promissory notes
to a related party.

     Financing activities provided cash of $490,023 for the nine months ended
December 31, 2001 and included the issuance of $249,000 in promissory notes,
$750,000 in convertible promissory notes, and $304,654 from the sales of our
common stock.

FACTORS THAT MAY OUR AFFECT RESULTS

WE HAVE A GENERAL HISTORY OF LOSSES AND CANNOT ASSURE YOU THAT WE WILL OPERATE
PROFITABLY IN THE FUTURE.

     We have incurred significant losses for the last two fiscal years and
expect that our net losses and negative cash flow will continue for the
foreseeable future. As of December 31, 2002, our accumulated deficit was
$31,473,899. Our auditors have included an explanatory paragraph in their
Independent Auditor's Report included in our audited financial statements for
the years ended March 31, 2002 and 2001 filed with our annual report on Form
10-KSB for fiscal year ended March 31, 2002, to the effect that our loss from
operations for the year ended March 31, 2002, and the accumulated deficit at
March 31, 2002 raise substantial doubt about our ability to continue as a going
concern. We believe that our planned growth and profitability will depend in
large part on our ability to continue to promote our brand name and gain and
expand clients for whom we would provide licensing agreements and system
integration. Accordingly, we intend to invest heavily in marketing, strategic
partnerships, development of our client base, and development of our marketing
technology and operating infrastructure. If we are not successful in promoting
our brand name and expanding our client base, it will have a material adverse
effect on our financial condition and our ability to continue to operate our
business.

WE WILL NEED TO RAISE ADDITIONAL CAPITAL IN THE NEXT 6 MONTHS.

     We believe we currently have adequate cash to fund anticipated cash needs
for at least the next six months. We will need to raise additional capital and
are actively pursuing various financing options. However, we may not be able to
raise additional funds on favorable terms or at all. If we are unable to acquire
additional capital or are required to raise it on terms that are less
satisfactory than we desire, it will have a material adverse effect on our
financial condition and our ability to continue to operate our business. If we
raise capital through additional equity financings, these financings may result
in dilution to existing stockholders.

OUR OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS CAUSED BY MANY FACTORS WHICH
COULD CAUSE US TO FAIL TO ACHIEVE OUR REVENUE OR PROFITABILITY EXPECTATIONS.

     Our operating results can vary significantly depending upon a number
factors, many of which are outside our control. Factors that may affect our
quarterly operating results include: o market acceptance of and changes in
demand for our products and services;

          o    gain or loss of clients or strategic relationships;

          o    announcement or introduction of new software, services and
               products by us or by our competitors;

          o    our ability to build brand recognition;

          o    timing of sales to customers;

          o    price competition;

          o    our ability to upgrade and develop systems and infrastructure to
               accommodate growth;

          o    our ability to attract and integrate new personnel in a timely
               and effective manner;

                                       4


<PAGE>

          o    our ability to introduce and market products and services in
               accordance with market demand;

          o    changes in governmental regulation;

          o    reduction in or delay of capital spending by our clients due to
               the effects of terrorism, war and political instability; and

          o    general economic conditions, including economic conditions
               specific to the financial services industry.

     Most of our operating expenses are relatively fixed in the short-term. We
may be unable to adjust spending rapidly to compensate for any unexpected sales
shortfall, which could harm our quarterly operating results. Because of the
emerging nature of the markets in which we compete, we do not have the ability
to predict future operating results with any certainty. Because of the above
factors, you should not rely on period-to-period comparisons of results of
operation as an indication of future performances.

OUR BUSINESS IS DEPENDENT ON GENERAL ECONOMIC AND BUSINESS CONDITIONS.

     The revenue growth and profitability of our business depends on the overall
demand for computer software and services in the product segments in which we
compete. Because our sales are primarily to major banking and government
customers, our business also depends on general economic and business
conditions. A softening of demand caused by a weakening of the economy may
result in decreased revenue or lower growth rates.

WE MAY NOT BE ABLE TO ATTRACT, RETAIN OR INTEGRATE KEY PERSONNEL, WHICH MAY
PREVENT US FROM SUCCEEDING.

     We may not be able to retain our key personnel or attract other qualified
personnel in the future. Our success will depend upon the continued service of
key management personnel. The loss of services of any of the key members of our
management team or our failure to attract and retain other key personnel could
disrupt operations and have a negative effect on employee productivity and
morale and harm our financial results.

WE OPERATE IN A MARKET THAT IS INTENSELY AND INCREASINGLY COMPETITIVE AND IF WE
FAIL TO COMPETE EFFECTIVELY, WE MAY LOSE OR FAIL TO GAIN MARKET SHARE.

     The market for financial services software is relatively new and highly
competitive. Our future success will depend on our ability to adapt to rapidly
changing technologies, evolving industry standards, product offerings and
evolving demands of the marketplace.

     Some of our competitors have longer operating histories, larger installed
customer bases, greater name recognition and longer relationships with clients
and significantly greater financial, technical, marketing and public relations
resources than US Dataworks. Our competitors may also be better positioned to
address technological and market developments or may react more favorably to
technological changes. We compete on the basis of a number of factors, including
the breadth and quality of services, creative design and systems engineering
expertise, pricing, and technological innovation and understanding clients'
strategies and needs. Competitors may develop or offer strategic services that
provide significant technological, creative, performance, price or other
advantages over the services offered by US Dataworks. If we fail to gain market
share or lose existing market share, our financial condition, operating results
and business could be adversely affected and the value of the investment in us
could be reduced significantly. We may not have the financial resources,
technical expertise or marketing, distribution or support capabilities to
compete successfully.

OUR PRINCIPAL STOCKHOLDERS, EXECUTIVE OFFICERS AND DIRECTORS HAVE SIGNIFICANT
VOTING POWER AND MAY TAKE ACTIONS THAT MAY NOT BE IN THE BEST INTEREST OF OUR
OTHER STOCKHOLDERS.

     Our principal stockholders, executive officers, directors and their
affiliates, in the aggregate, own more than 40% of our outstanding common stock.
These stockholders, if they act together, may be able to control our management
and affairs and all matters requiring stockholder approval, including the
election and removal of directors and approval of significant corporate
transactions. This influence over our affairs might be adverse to the

                                       5


<PAGE>

interest of our other stockholders. In addition, this concentration of ownership
may delay or prevent a change in control and might have an adverse effect on the
market price of our common stock.

FUTURE SALES OF OUR COMMON STOCK MAY CAUSE THE MARKET PRICE OF OUR COMMON STOCK
TO DECLINE.

     As of December 31, 2002, there were 59,535,672 shares of common stock
outstanding, of which approximately 45,000,000 are restricted securities under
the Securities Act, a majority of which are held by affiliates of US Dataworks.
These restricted securities will be eligible for sale from time to time upon
expiration of applicable holding periods under Rule 144 under the Securities
Act. If these holders sell in the public market, these sales could cause the
market price of our common stock to decline. This also could make it more
difficult for us to raise funds through future offerings of our common stock.

OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY MAY HINDER OUR ABILITY TO
COMPETE.

     We rely on a combination of patent, trademark, trade secrets,
confidentiality procedures and contractual procedures to protect our
intellectual property rights. If we are unable to adequately protect our
intellectual property, our business may suffer from the piracy of our technology
and the associated loss in revenue. Any patents that we may hold may not
sufficiently protect our intellectual property and may be challenged by third
parties. Our efforts to protect our intellectual property rights, may not
prevent the misappropriation of our intellectual property. Other parties may
also independently develop similar or competing products that do not infringe
upon our intellectual property rights. These infringement claims or any future
claims could cause us to spend significant time and money to defend our
products, redesign our products or develop or license a substitute technology.
We may be unsuccessful in acquiring or developing substitute technology and any
required license may be unavailable on commercially reasonable terms, if at all.
In the event of litigation to determine the validity of any third party claims
or claims by us against such third party, such litigation, whether or not
determined in our favor, could result in significant expense and divert the
efforts of our technical and management personnel, regardless of the outcome of
such litigation.

                          PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.

     The exhibits listed below are required by Item 601 of Regulation S-B.

         EXHIBIT
          NUMBER                  DESCRIPTION OF DOCUMENT
          ------                  -----------------------

          3(ii)*         Amended and Restated Bylaws.

          99.1           Statement of Chief Executive Officer and Chief
                         Financial Officer under 18 U.S.C. ss. 1350.
        ______________
       * Previously filed.

                                       6


<PAGE>

                                    SIGNATURE

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

     Dated:  June 10, 2003

                                 US DATAWORKS, INC.

                                 By /s/ John S. Reiland
                                    --------------------------------------------
                                    John S. Reiland
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       7


<PAGE>

CERTIFICATIONS
--------------

I, Charles E. Ramey, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A, Amendment No. 1 to
Form 10-QSB, of US Dataworks, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: June 10, 2003

                                                  /s/ Charles E. Ramey
                                                  ------------------------------
                                                  Charles E. Ramey
                                                  Chief Executive Officer



<PAGE>

I, John S. Reiland, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A, Amendment No. 1 to
Form 10-QSB, of US Dataworks, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: June 10, 2003

                                                  /s/ John S. Reiland
                                                  ------------------------------
                                                  John S. Reiland
                                                  Chief Financial Officer



<PAGE>

                                  EXHIBIT INDEX

    EXHIBIT
    NUMBER                         DESCRIPTION OF DOCUMENT
    ------                         -----------------------

     3(ii)*         Amended and Restated Bylaws.

     99.1           Statement of Chief Executive Officer and Chief Financial
                    Officer under 18 U.S.C. ss. 1350.

     ________________
     * Previously filed.