DELAWARE
|
84-1108035
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
employer identification no.)
|
PART I. —
Financial Information
|
|||
ITEM
1.
|
Financial
Statements
|
1
|
|
ITEM
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
2
|
|
ITEM
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
9
|
|
ITEM
4T.
|
Controls
and Procedures
|
10
|
|
PART II. —
Other Information
|
|||
ITEM
1
|
Legal
Proceedings
|
10
|
|
ITEM
1A
|
Risk
Factors
|
10
|
|
ITEM
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
10
|
|
ITEM
3
|
Defaults
Upon Senior Securities
|
10
|
|
ITEM
4
|
Submission
of Matters to a Vote of Security Holders
|
10
|
|
ITEM
5
|
Other
Information
|
10
|
|
ITEM
6.
|
Exhibits
|
11
|
Consolidated
Balance Sheets
|
F-1
|
|||
Consolidated
Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
|
F-2
|
|||
Consolidated
Statements of Cash Flows (Unaudited)
|
F-3
|
|||
Notes
to Consolidated Financial Statements (Unaudited)
|
F-7
|
March
31,
|
June 30,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
and cash equivalents
|
$
|
1,147
|
$
|
1,964
|
||||
Accounts
receivable, net of allowance of $40 and $202
|
2,742
|
3,233
|
||||||
Inventories
|
339
|
615
|
||||||
Prepaid
expenses and other current assets
|
455
|
690
|
||||||
Total
Current Assets
|
4,683
|
6,502
|
||||||
Property
and Equipment, Net
|
960
|
592
|
||||||
Other
Assets
|
||||||||
Goodwill
|
9,404
|
11,878
|
||||||
Amortizable
intangible assets, net
|
3,575
|
4,584
|
||||||
Software
development costs, net
|
1,577
|
1,718
|
||||||
Investments
in available-for-sale securities
|
1,238
|
4,102
|
||||||
Other
long-term assets
|
233
|
426
|
||||||
Total
Assets
|
$
|
21,670
|
$
|
29,802
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
$
|
1,455
|
$
|
2,372
|
||||
Accrued
expenses and other
|
3,450
|
3,508
|
||||||
Payroll
and other taxes
|
715
|
933
|
||||||
Current
portion of long-term debt
|
1,070
|
598
|
||||||
Current
portion of deferred revenue
|
391
|
607
|
||||||
Other
current liabilities
|
377
|
379
|
||||||
Total
Current Liabilities
|
7,458
|
8,397
|
||||||
Long-Term
Liabilities
|
||||||||
Deferred
revenue, net of current portion
|
711
|
545
|
||||||
Deferred
income taxes
|
880
|
880
|
||||||
Long-term
debt, net of current portion and debt discount
|
5,215
|
4,783
|
||||||
Other
|
152
|
142
|
||||||
Total
Liabilities
|
14,416
|
14,747
|
||||||
Commitments
and contingencies
|
||||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Preferred
stock:
|
||||||||
Par
value $0.0001 per share; 10,000,000 shares authorized, none issued and
outstanding
|
-
|
-
|
||||||
Common
stock:
|
||||||||
Par
value $0.0001 per share; 150,000,000 shares authorized, 79,125,953 and
92,733,220 shares issued and outstanding, respectively
|
8
|
9
|
||||||
Additional
paid-in capital
|
29,927
|
31,732
|
||||||
Parent
company common stock
|
-
|
(2,850
|
)
|
|||||
Accumulated
other comprehensive income (loss)
|
(1,395
|
)
|
1,617
|
|||||
Accumulated
deficit
|
(21,286
|
)
|
(15,453
|
)
|
||||
Total
Stockholders' Equity
|
7,254
|
15,055
|
||||||
Total
Liabilities and Stockholders' Equity
|
$
|
21,670
|
$
|
29,802
|
(In
Thousands except for share and per share data)
|
For
the Three Months Ended
|
For
the Nine Months Ended
|
||||||||||||||
March
31,
|
March
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenues
|
$
|
5,027
|
$
|
5,833
|
$
|
15,877
|
$
|
16,833
|
||||||||
Cost
of revenues
|
2,125
|
2,721
|
7,115
|
7,888
|
||||||||||||
Gross
profit
|
2,902
|
3,112
|
8,762
|
8,945
|
||||||||||||
Operating
expenses
|
||||||||||||||||
Research
and development
|
721
|
832
|
2,215
|
2,290
|
||||||||||||
Sales
and marketing
|
550
|
640
|
1,710
|
1,829
|
||||||||||||
General
and administrative
|
1,134
|
2,815
|
4,117
|
6,379
|
||||||||||||
Depreciation
and amortization
|
253
|
321
|
781
|
1,003
|
||||||||||||
Total
operating expenses
|
2,658
|
4,608
|
8,823
|
11,501
|
||||||||||||
Operating
income (loss)
|
244
|
(1,496
|
)
|
(61
|
)
|
(2,556
|
)
|
|||||||||
Other
income (expense)
|
||||||||||||||||
Interest
expense
|
(413
|
)
|
(360
|
)
|
(1,213
|
)
|
(442
|
)
|
||||||||
Write
down of investments in available-for-sale securities
|
-
|
-
|
(3,957
|
)
|
-
|
|||||||||||
Interest
income
|
8
|
-
|
21
|
-
|
||||||||||||
Reduction
in litigation settlement
|
-
|
-
|
-
|
76
|
||||||||||||
Gain
on sale of investment in non-marketable securities
|
-
|
-
|
-
|
1,312
|
||||||||||||
Other,
net
|
(2
|
)
|
36
|
11
|
35
|
|||||||||||
Total
other income (loss), net
|
(407
|
)
|
(324
|
)
|
(5,138
|
)
|
981
|
|||||||||
Loss
before provision for income taxes
|
(163
|
)
|
(1,820
|
)
|
(5,199
|
)
|
(1,575
|
)
|
||||||||
Provision
for income taxes
|
152
|
77
|
465
|
465
|
||||||||||||
Loss
from continuing operations
|
(315
|
)
|
(1,897
|
)
|
(5,664
|
)
|
(2,040
|
)
|
||||||||
Income
from discontinued operations
|
-
|
-
|
-
|
14
|
||||||||||||
Loss
on sale of discontinued operations
|
-
|
-
|
-
|
(26
|
)
|
|||||||||||
Net
loss
|
(315
|
)
|
(1,897
|
)
|
(5,664
|
)
|
(2,052
|
)
|
||||||||
Unrealized
gain (loss) on investments in available-for-sale securities and
Reversal of
unrealized loss on investments in available-for-sale
securities
|
281
|
(234
|
)
|
1,089
|
(188
|
)
|
||||||||||
Foreign
currency translation gain (loss)
|
(458
|
)
|
(503
|
)
|
(4,101
|
)
|
69
|
|||||||||
Total
comprehensive loss
|
$
|
(492
|
)
|
$
|
(2,634
|
)
|
$
|
(8,676
|
)
|
$
|
(2,171
|
)
|
||||
Loss
per share attributed to common stockholders - basic and
diluted
|
||||||||||||||||
Continuing
operations
|
$
|
-
|
$
|
(0.02
|
)
|
$
|
(0.07
|
)
|
$
|
(0.02
|
)
|
|||||
Discontinued
operations
|
-
|
-
|
-
|
-
|
||||||||||||
$
|
-
|
$
|
(0.02
|
)
|
$
|
(0.07
|
)
|
$
|
(0.02
|
)
|
||||||
Weighted
average common shares outstanding- basic and diluted
|
79,123,769
|
85,335,721
|
88,291,870
|
85,637,056
|
For
the Nine Months Ended
|
||||||||
March
31,
|
March
31,
|
|||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$
|
(5,664
|
)
|
$
|
(2,052
|
)
|
||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
781
|
1,003
|
||||||
Writedown
of investments in available-for-sale securities
|
3,957
|
-
|
||||||
Debt
discount and debt issuance cost amortization
|
594
|
-
|
||||||
Stock
compensation expense
|
20
|
-
|
||||||
Gain
on sale of investments in nonmarketable securities
|
-
|
(1,312
|
)
|
|||||
Payment
of litigation costs
|
-
|
(2,000
|
)
|
|||||
Loss
on amount due to parent company
|
-
|
800
|
||||||
Loss
on sale of discontinued operations
|
-
|
26
|
||||||
Gain
on modification of debt settlement
|
-
|
(123
|
)
|
|||||
Warrants
issued for services
|
-
|
27
|
||||||
Changes
in operating assets and liabilities (net of effect of acquisitions and
divestitures):
|
-
|
|||||||
Accounts
receivable
|
491
|
(987
|
)
|
|||||
Inventories
|
276
|
(82
|
)
|
|||||
Prepaid
expenses and other current assets
|
234
|
(321
|
)
|
|||||
Accounts
payable
|
(917
|
)
|
(780
|
)
|
||||
Net
advances to parent company relating to operating
activities
|
-
|
(1,769
|
)
|
|||||
Accrued
expenses and other liabilities
|
89
|
2,687
|
||||||
Deferred
revenue
|
(50
|
)
|
265
|
|||||
Taxes
payable
|
(218
|
)
|
(244
|
)
|
||||
Net
cash used in operating activities
|
(407
|
)
|
(4,642
|
)
|
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(98
|
)
|
(113
|
)
|
||||
Proceeds
from the sale of investments in non-marketable securities
|
-
|
2,000
|
||||||
Capitalized
software development costs
|
(185
|
)
|
(619
|
)
|
||||
Net
cash provided by (used in) investing activities
|
(283
|
)
|
1,268
|
|||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from sale of common stock, net of cash issuance Costs
|
-
|
2,037
|
||||||
Proceeds
from sale of Parent company common stock, net of cash issuance
costs
|
841
|
-
|
||||||
Proceeds
from long-term debt, net of cash issuance costs
|
500
|
4,359
|
||||||
Payments
on long-term debt
|
(384
|
)
|
(1,005
|
)
|
||||
Net
cash provided by financing activities
|
957
|
5,391
|
||||||
Effect
of exchange rate changes
|
(1,084
|
)
|
(123
|
)
|
||||
Cash
divested in discontinued operations
|
-
|
(157
|
)
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
(817
|
)
|
1,737
|
|||||
Cash
and cash equivalents, beginning of period
|
1,964
|
665
|
||||||
Cash
and cash equivalents, end of period
|
$
|
1,147
|
$
|
2,402
|
||||
Supplemental
disclosures of cash flow information
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$
|
619
|
$
|
207
|
||||
Income
taxes
|
$
|
318
|
$
|
270
|
Supplemental
disclosures of non-cash investing and financing
activities:
|
||||||||
Value
of distributed shares
|
$
|
29
|
$
|
-
|
||||
Value
of retired shares
|
$
|
2,126
|
$
|
-
|
||||
Shares
issued for accrued litigation costs
|
$
|
-
|
$
|
825
|
||||
Value
of shares returned in revised litigation settlement
|
$
|
-
|
$
|
275
|
||||
Value
of warrants issued in revised litigation settlement
|
$
|
-
|
$
|
152
|
||||
Value
of warrants issued for debt discount/debt issuance costs
|
$
|
-
|
$
|
911
|
||||
Value
of warrants issued for amended debt covenants
|
$
|
15
|
$
|
-
|
||||
Issuance
of debt for property, plant and equipment
|
$
|
403
|
$
|
-
|
||||
Gain
on sale of Parent company common stock
|
$
|
337
|
$
|
-
|
||||
Shares
of Parent company common stock remitted in exchange for Parent company
obligations
|
$
|
193
|
||||||
Parent
company obligations assumed by Company
|
(140
|
)
|
$
|
-
|
||||
Loss
on settlement of Parent company obligations
|
$
|
53
|
$
|
-
|
||||
Divestiture
of MMI (see Note 9):
|
||||||||
Cash
|
$
|
157
|
||||||
Accounts
receivable
|
439
|
|||||||
Inventory
|
6
|
|||||||
Other
|
27
|
|||||||
Current
Assets
|
629
|
|||||||
Property
and equipment
|
156
|
|||||||
Other
long term assets
|
219
|
|||||||
Goodwill
|
723
|
|||||||
Intangible
assets
|
2,242
|
|||||||
Total
Assets
|
3,969
|
|||||||
Liabilities
Assumed
|
(1,739
|
)
|
||||||
Net
assets divested
|
2,230
|
|||||||
Proceeds
received
|
-
|
|||||||
Loss
on Disposal
|
$
|
(2,230
|
)
|
|||||
Divestiture
of EXP (see Note 9):
|
||||||||
Accounts
receivable
|
$
|
1,050
|
||||||
Investments
in available-for-sale securities
|
369
|
|||||||
Current
Assets
|
1,419
|
Goodwill
|
1,640
|
|||
Total
Assets
|
3,059
|
|||
Liabilities
assumed
|
(1,405
|
)
|
||
Net
assets divested
|
1,654
|
|||
Proceeds
- value of shares and receivable (see Note 3)
|
4,041
|
|||
Gain
on disposal
|
$
|
2,387
|
·
|
Level 1 – Fair value based on
quoted prices in active markets for identical assets or
liabilities.
|
·
|
Level 2 – Fair value based on
significant directly observable data (other than Level 1 quoted prices) or
significant indirectly observable data through corroboration with
observable market data. Inputs would normally be (i) quoted prices in
active markets for similar assets or liabilities, (ii) quoted prices in
inactive markets for identical or similar assets or liabilities or (iii)
information derived from or corroborated by observable market
data.
|
·
|
Level 3 – Fair value based on
prices or valuation techniques that require significant unobservable data
inputs. Inputs would normally be a reporting entity’s own data and
judgments about assumptions that market participants would use in pricing
the asset or liability.
|
Balance,
July 1, 2008
|
$
|
11,878,000
|
||
Effect
of exchange rate changes
|
(2,474,000
|
)
|
||
Balance,
March 31, 2009
|
$
|
9,404,000
|
1)
|
When customer acceptance can be
estimated, expenditures are capitalized as work in process and deferred
until completion of the contract at which time the costs and revenues are
recognized.
|
2)
|
When customer acceptance cannot
be estimated based on historical evidence, costs are expensed as incurred
and revenue is recognized at the completion of the contract when customer
acceptance is obtained.
|
2009
|
2008
|
|||||||
Numerator
for basic and diluted loss per share:
|
||||||||
Net
loss
|
$
|
(315,000
|
)
|
$
|
(1,897,000
|
)
|
||
Deemed
distribution to parent company
|
-
|
-
|
||||||
Net
loss available to common shareholders
|
$
|
(315,000
|
)
|
$
|
(1,897,000
|
)
|
||
Denominator
for basic and diluted loss per common share:
|
||||||||
Weighted
average number of shares of common stock outstanding
|
79,123,769
|
85,335,721
|
||||||
Net
loss per common share available to common stockholders - basic and
diluted
|
$
|
-
|
$
|
(0.02
|
)
|
2009
|
2008
|
|||||||
Numerator
for basic and diluted loss per share:
|
||||||||
Net
loss from continued operations
|
$
|
(5,664,000
|
)
|
$
|
(2,040,000
|
)
|
||
Net
loss from discontinued operations
|
-
|
(12,000
|
)
|
|||||
Deemed
distribution to parent company
|
(169,000
|
)
|
-
|
|||||
Net
loss available to common shareholders
|
$
|
(5,833,000
|
)
|
$
|
(2,052,000
|
)
|
||
Denominator
for basic and diluted loss per common share:
|
||||||||
Weighted
average number of shares of common stock outstanding
|
88,291,870
|
85,637,056
|
||||||
Net
loss per common share available to common stockholders - basic and
diluted
|
$
|
(0.07
|
)
|
$
|
(0.02
|
)
|
Fair Value Measurements at March 31, 2009 Using
|
||||||||||||||||
Quoted Prices in
|
Significant Other
|
Significant
|
||||||||||||||
Fair Value at
|
Active Markets for
|
Observable
|
Unobservable
|
|||||||||||||
March 31,
|
Identical Assets
|
Inputs
|
Inputs
|
|||||||||||||
2009
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Investments
in available-for-sale securities
|
$
|
1,238
|
$
|
—
|
$
|
1,238
|
$
|
—
|
March
31,
2009
|
June 30,
2008
|
|||||||
ComVest
Term Loan, net of debt discount of $414,000 and $756,000,
respectively
|
$
|
4,586,000
|
$
|
4,244,000
|
||||
ComVest
Revolving Credit Facility
|
1,000,000
|
500,000
|
||||||
McKenna
note
|
201,000
|
497,000
|
||||||
Homann
note
|
125,000
|
125,000
|
||||||
Secured
notes
|
360,000
|
-
|
||||||
Other
notes
|
13,000
|
15,000
|
||||||
6,285,000
|
5,381,000
|
|||||||
Less
current portion
|
(1,070,000
|
)
|
(598,000
|
)
|
||||
Long
term portion
|
$
|
5,215,000
|
$
|
4,783,000
|
Issuance
of warrants in connection with the ComVest Loan Agreement (see Note
6):
|
||||
ComVest
|
5,083,333
|
|||
Other
|
250,000
|
|||
5,333,333
|
||||
Issuance
of warrants to a service provider (valued at $27,000)
|
155,549
|
|||
Issuance of
warrants in McKenna settlement (see Note 7 and above)
|
3,437,500
|
|||
Issuance of
warrants to investors in private placement (see
above)
|
5,208,337
|
|||
Issuance
of warrants to placement agent in private placement
|
260,417
|
|||
Issuance
of warrants to a holder of ADNW preferred stock (see Note
4)
|
6,402,999
|
|||
Issuance
of warrants to placement agent (see above)
|
1,000,000
|
|||
Total
issued
|
21,798,135
|
Cash
|
$
|
157
|
||
Accounts
receivable
|
439
|
|||
Inventories
|
6
|
|||
Other
|
27
|
|||
Current
Assets
|
629
|
|||
Property
and equipment
|
156
|
|||
Other
long term assets
|
219
|
|||
Goodwill
|
723
|
|||
Amortizable
intangible assets, net
|
2,242
|
|||
Total
Assets
|
3,969
|
|||
Liabilities
assumed
|
(1,739
|
)
|
||
Net
assets divested
|
2,230
|
|||
Proceeds
|
-
|
|||
Loss
on disposal
|
$
|
(2,230
|
)
|
Accounts
receivable
|
$
|
1,050
|
||
Investments
in available-for-sale securities
|
369
|
|||
Current
Assets
|
1,419
|
|||
Goodwill
|
1,640
|
|||
Total
Assets
|
3,059
|
|||
Liabilities
assumed
|
(1,405
|
)
|
||
Net
assets divested
|
1,654
|
|||
Proceeds
- value of shares and receivable (see Note 3)
|
4,041
|
|||
Gain
on disposal
|
$
|
2,387
|
For the
Period October 1, 2007
until the Date of sale
|
||||
Revenue
|
$
|
410
|
||
Cost
of sales and operating expenses
|
433
|
|||
Loss
from operations
|
(23
|
)
|
||
Income
taxes
|
-
|
|||
Net
loss, net of taxes
|
$
|
(23
|
)
|
For the
Period July 1, 2007
Until the Date of sale
|
||||
Revenue
|
$
|
1,670
|
||
Cost
of sales and operating expenses
|
1,656
|
|||
Income
from operations
|
14
|
|||
Income
taxes
|
-
|
|||
Net
income, net of taxes
|
$
|
14
|
For the Three Months
|
||||||||||||||||
Ended March 31,
|
||||||||||||||||
2009
|
2008
|
Variance $
|
Variance %
|
|||||||||||||
Research
and development
|
$
|
721,000
|
$
|
832,000
|
$
|
(111,000
|
)
|
(13.3
|
)%
|
|||||||
Sales
and marketing
|
550,000
|
640,000
|
(90,000
|
)
|
(14.0
|
)%
|
||||||||||
General
and administrative
|
1,134,000
|
2,815,000
|
(1,681,000
|
)
|
(59.7
|
)%
|
||||||||||
Depreciation
and amortization
|
253,000
|
321,000
|
(68,000
|
)
|
(21.2
|
)%
|
||||||||||
Total
Operating Expenses
|
$
|
2,658,000
|
$
|
4,608,000
|
$
|
(1,950,000
|
)
|
(42.3
|
)%
|
For the Nine Months
Ended March 31,
|
||||||||||||||||
2009
|
2008
|
Variance $
|
Variance %
|
|||||||||||||
Research
and development
|
$
|
2,215,000
|
$
|
2,290,000
|
$
|
(75,000
|
)
|
(3.3
|
)%
|
|||||||
Sales
and marketing
|
1,710,000
|
1,829,000
|
(119,000
|
)
|
(6.5
|
)%
|
||||||||||
General
and administrative
|
4,117,000
|
6,379,000
|
(2,262,000
|
)
|
(35.5
|
)%
|
||||||||||
Depreciation
and amortization
|
781,000
|
1,003,000
|
(222,000
|
)
|
(22.1
|
)%
|
||||||||||
Total
Operating Expenses
|
$
|
8,823,000
|
$
|
11,501,000
|
$
|
(2,678,000
|
)
|
(23.3
|
)%
|
(a)
|
Maximum
limits for capital expenditures of $600,000 per fiscal
year;
|
(b)
|
Limitation
on future borrowings, other than in certain circumstances, including to
finance capital expenditures;
|
(c)
|
Limitation
on guaranteeing any obligation, except for obligations in the ordinary
course of business and obligations of our wholly
owned subsidiaries incurred in the ordinary course of
business;
|
(d)
|
Limitation
on entering Sales-Leaseback Transactions with respect to the sale or
transfer of property used or useful in our business
operations;
|
(e)
|
Limitation
on acquiring securities or making
loans;
|
(f)
|
Limitation
on acquiring real property;
|
(g)
|
Limitation
on selling assets of the Company or permitting any reduction in our
ultimate ownership position of any
subsidiary;
|
(h)
|
Limitation
on paying dividends;
|
(i)
|
Limitation
on selling any accounts receivable;
and
|
(j)
|
Requiring
that, at the end of any quarter of any fiscal year, the ratio of (a)
Earnings Before Interest, Depreciation, and Amortization
(“EBIDA”) minus capital expenditures incurred to maintain or replace
capital assets, to (b) debt service (all interest and principle payments),
for the four (4) consecutive quarters then ended, to be not less than 1.25
to 1.00 (the “EBIDA Ratio
Covenant”).
|
Exhibit
Number
|
Description
|
|
10.1
|
May 15, 2008 Waiver and
Amendment (incorporated by reference to
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 27,
2009).
|
|
10.2
|
September 23, 2008 Waiver and
Amendment (incorporated by reference to
Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 27,
2009).
|
|
10.3
|
February 10, 2009 Waiver and
Amendment (incorporated by reference to
Exhibit 10.3 of the Company’s Current Report on Form 8-K filed March 27,
2009).
|
|
10.4
|
April 22, 2009 Amendment
(incorporated by reference
to Exhibit 10.1 of the Company’s current Report on Form 8-K filed April
23, 2009).
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
AFTERSOFT
GROUP, INC.
|
||
Date: May
15, 2009
|
By:
|
/s/
Ian Warwick
|
Ian
Warwick
|
||
Chief
Executive Officer
(Principal
Executive Officer)
|
||
Date
: May 15, 2009
|
By:
|
/s/
Charles F. Trapp
|
Charles
F. Trapp
|
||
Chief
Financial Officer
(Principal
Financial
Officer)
|
Exhibit
Number
|
Description
|
|
10.1
|
May 15, 2008 Waiver and
Amendment (incorporated by reference to
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 27,
2009).
|
|
10.2
|
September 23, 2008 Waiver and
Amendment (incorporated by reference to
Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 27,
2009).
|
|
10.3
|
February 10, 2009 Waiver and
Amendment (incorporated by reference to
Exhibit 10.3 of the Company’s Current Report on Form 8-K filed March 27,
2009).
|
|
10.4
|
April 22, 2009 Amendment
(incorporated by reference
to Exhibit 10.1 of the Company’s current Report on Form 8-K filed April
23, 2009).
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|