Resonate Blends, Inc. - Quarter Report: 2002 June (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTER ENDED JUNE 30, 2002

 

COMMISSION FILE NUMBER   0-21202

 

FIRSTWAVE TECHNOLOGIES, INC.

 

 

 

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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

ý

NO

o

 

Indicate the number of shares outstanding of each of the issuer’s classes of commonstock, as of the latest practicable date.

 

                                              Outstanding as of  August 9, 2002

 

                                              Common Stock, no par value                                                    2,212,045 Shares

 

 

FIRSTWAVE TECHNOLOGIES, INC.

 

FORM 10-Q

 

For the quarter ended June 30, 2002

 

 

Index

 

Part  I.   Financial Information
Item 1.   Financial Statements
Consolidated Balance Sheet — December 31, 2001 and June 30, 2002
Consolidated Statement of Operations — For the Three and Six Months Ended June 30, 2001 and June 30, 2002
Consolidated Statement of Changes in Shareholders’ Equity — For the Six Months Ended June 30, 2002
Consolidated Statement of Cash Flows — For the Six Months Ended June 30, 2001 and June 30, 2002
Notes to Consolidated Financial Statements
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II.   Other Information

 

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PART I.  FINANCIAL INFORMATION

 

Item 1.    Financial Statements

 

FIRSTWAVE TECHNOLOGIES, INC.

Consolidated Balance Sheet

(in thousands)

                                                                                                                                                                                                        

		Dec 31,			June 30,
		2001			2002
					(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	1,860		$	4,748
Accounts receivable, less allowance for doubtful accounts of $90 and $56, respectively		1,333			957
Prepaid expenses and other assets		474			411
Total current assets		3,667			6,116
Property and equipment, net		421			287
Software development costs, net		1,762			1,285
Goodwill		166			170
		$	6,016		$	7,858
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	575		$	580
Deferred revenue		663			741
Accrued employee compensation and benefits		145			351
Dividends payable		223			60
Other accrued liabilities		453			375
Total current liabilities		2,059			2,107
Shareholders’ equity		3,957			5,751
		$	6,016		$	7,858

 

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

 

 

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FIRSTWAVE TECHNOLOGIES, INC.

Consolidated Statement of Operations

(in thousands, except per share amounts)

(unaudited)

 

		For the Three Months Ended						For the Six Months Ended
		June 30,			June 30,			June 30,			June 30,
		2001			2002			2001			2002
Net Revenues
Software		$	333		$	651		$	465		$	1,379
Services		796			2,540			1,546			5,415
Maintenance		581			403			1,284			851
Other		35			7			63			12
		1,745			3,601			3,358			7,657
Cost and Expenses
Cost of revenues
Software		329			324			613			647
Services		492			912			961			1,706
Maintenance		172			117			444			280
Other		24			7			42			12
Sales and marketing		539			864			1,330			1,644
Product development		147			167			342			267
General and administrative		601			300			1,264			1,163
		2,304			2,691			4,996			5,719
Operating income/(loss)		(559		)	910			(1,638		)	1,938
Interest income/(expense)		(14		)	20			(44		)	24
Other income, net		92			0			80			0
Income/(loss) before income taxes		(481		)	930			(1,602		)	1,962
Income taxes		(1		)	0			(1		)	0
Net income/(loss)		($482		)	$	930		($1,603		)	$	1,962
Dividends on preferred stock		(38		)	(64		)	(76		)	(130		)
Net income/(loss) applicable to common shareholders		($520		)	$	866		($1,679		)	$	1,832
Basic:
Earnings/(loss) per share		($0.25		)	$	0.41		($0.80		)	$	0.87
Weighted average shares		2,100			2,138			2,098			2,110
Diluted:
Earnings/(loss) per share		($0.25		)	$	0.29		($0.80		)	$	0.63
Weighted average shares		2,100			3,172			2,098			3,130

 

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

 

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FIRSTWAVE TECHNOLOGIES, INC.

Consolidated Statement of Changes in Shareholders’ Equity

(In thousands, except share data)

(unaudited)

 

For the Six Months Ended June 30, 2002

 

 

 

 

																		Accumulated
		Common Stock					Preferred Stock					Add’l			Compre-			Other
												paid-in			hensive			comprehensive		Accumulated
		Shares		Amount			Shares		Amount			capital			income			income/(loss)		Deficit		Total
Balance at December 31, 2001		2,100,351		$	12		33,687		$	2,833		$	22,403		$	0		($26	)	($21,265	)	$	3,957
Exercise of common stock options		544										2										2
Conversion of Series C Preferred Stock to Common Stock		111,125					(2,667	)	(200		)	200										0
Dividends																				(130	)	(130		)
Comprehensive income:
Net income															1,962					1,962		1,962
Foreign currency translation adjustment															(40		)	(40	)			(40		)
Accumulated comprehensive income															1,922
Balance at June 30, 2002		2,212,020		$	12		31,020		$	2,633		$	22,605					($66	)	($19,433	)	$	5,751

 

 

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

 

 

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FIRSTWAVE TECHNOLOGIES, INC.

Consolidated Statement of Cash Flows

(in thousands)

(unaudited)

 

		For the Six Months Ended
		June 30, 2001			June 30, 2002
Cash flows (used in)/provided by operating activities		($315		)	$	3,484
Cash flows from investing activities
Software development costs		(307		)	(164		)
Purchases of property and equipment		(28		)	(93		)
Purchase of investment securities		(711		)	0
Proceeds from sale/maturity of investment securities		691			0
Loss on investment securities		20			0
Net cash used in investing activities		(335		)	(257		)
Cash flows from financing activities
Proceeds from borrowings		750			0
Repayment of borrowings		(2,836		)	0
Proceeds from restricted cash used to secure borrowings		2,200			0
Proceeds from issuance of common stock		12			2
Payment of dividends on preferred stock		(31		)	(293		)
Net cash provided by/(used in) financing activities		95			(291		)
Foreign currency translation adjustment		12			(48		)
Increase/(decrease) in cash and cash equivalents		(543		)	2,888
Cash and cash equivalents, beginning of period		1,281			1,860
Cash and cash equivalents, end of period		$	738		$	4,748
Supplemental disclosure of cash flow information
Cash paid for income taxes		$	1		$	0
Cash paid for interest		$	79		$	0

 

 

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

 

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FIRSTWAVE TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

June 30, 2002

 

 

A.            Basis of Presentation

 

Firstwave Technologies, Inc. (the “Company”) is a provider of flexible Internet-based Customer Relationship Management (CRM) solutions that optimize and strengthen the relationship between a company and its customers.  The Firstwave eCRM (Internet-based Customer Relationship Management) Suite is an integrated, Internet-based suite of applications that easily integrate with existing systems, allowing for rapid deployment and easy customization.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, the consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States and should be read in conjunction with the consolidated financial statements contained in the Company’s Form 10-K for the period ended December 31, 2001.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included.

 

The consolidated financial statements include the accounts of Firstwave Technologies, Inc. and its wholly owned subsidiary Firstwave Technologies UK, Ltd.  All significant intercompany transactions and balances have been eliminated in consolidation.

 

 

B.            Accounting Policies

 

Concentration of revenue

During the first and second quarters of 2002, the Company had a substantial majority of software and services revenue derived from its partnership with a leading global services company.

 

Revenue recognition

Revenue from software product sales is recognized upon shipment of the product when the Company has a signed contract, the fees are fixed and determinable, no significant obligations remain and collection of the resulting receivable is probable.  The Company accrues for estimated warranty costs at the time it recognizes revenue.  Services revenue is recognized as services are performed.  Maintenance revenue is recognized on a pro rata basis over the term of the maintenance agreements.

 

International revenues are primarily generated by Firstwave UK and independent distributors who offer licenses of the Company’s products in specific geographic areas.  Under the terms of the Company’s international distributor agreements, international distributors collect license fees and maintenance revenues on behalf of the Company, and generally remit 50% to 60% of standard license fees and maintenance revenues they produce.  The Company recognizes international sales at the gross license amount, with the amount paid to the distributors reflected as a selling expense.  The Company’s international maintenance fees are reflected as maintenance revenues, with the amount retained by distributors shown as a cost of maintenance revenue.

 

Revenues from nonmonetary exchanges are recorded at the fair value of the products and services provided or received, whichever is more clearly evident.

 

Advanced billings for services and maintenance contracts are recorded as deferred revenue on the Company’s balance sheet, with services revenue recognized as the services are performed and maintenance revenue recognized on a pro-rata basis.

 

                                                Basic and diluted net income or loss per common share

                                                Basic net income or net loss per common share is based on the weighted average number of shares of common stock outstanding during the period.  Stock options and convertible preferred stock have been included in the diluted earnings per share calculation when they are not antidilutive.  Net income or loss applicable to common shareholders includes a charge for dividends related to the Company’s outstanding preferred stock.

 

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Foreign currency translation

The financial statements of the Company’s international subsidiary are translated into U.S. dollars at current exchange rates, except for revenues and expenses, which are translated at average exchange rates during each reporting period.  Currency transaction gains or losses are included in the results of operations.  Net exchange gains or losses resulting from the translation of assets and liabilities are included as a component of accumulated other comprehensive income in shareholders’ equity.

 

                                                Use of estimates

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

 

                                                Impairment of long-lived assets

The Company evaluates impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss would be recognized.  Measurement of an impairment loss for long-lived assets would be based on the fair value of the asset.

 

Segment reporting

Management believes that it has only a single segment consisting of software sales with related services and support.  The information presented in the consolidated statement of operations reflects the revenues and costs associated with this segment that management uses to make operating decisions and assess performance.

 

Recent accounting pronouncements

In June 1998, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”).  SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities.  The Company adopted SFAS 133 effective January 1, 2001 and it did not have a material impact on the consolidated financial statements.

 

In September 2000, the FASB issued SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.”  This statement replaces SFAS No. 125 and is effective for transfers and servicing occurring after June 30, 2001 and, for certain provisions, fiscal years ending after December 15, 2000.  The Company accounts for activity under its Accounts Receivable Purchase Agreement pursuant to SFAS No. 140.  As of June 30, 2002 the Company has not borrowed against this Agreement.

 

In July 2001, the FASB issued SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.”  Under these new standards, the FASB eliminated accounting for certain mergers and acquisitions as pooling of interests, eliminated amortization of goodwill and indefinite life intangible assets and established new impairment measurement procedures for goodwill.  For calendar year reporting companies, the standards become effective for all acquisitions completed on or after June 30, 2001, except with regard to business combinations initiated prior to July 1, 2001.  Changes in financial statement treatment for goodwill and intangible assets arising from mergers and acquisitions completed prior to June 30, 2001 became effective January 1, 2002.   As SFAS 141 is effective for transactions on or after June 30, 2001, the Company has effectively adopted this statement with no material impact on the consolidated financial statements.  The Company adopted SFAS 141 effective January 1, 2002 and the adoption did not have a material impact on the consolidated financial statements.  SFAS No. 142 requires goodwill and intangible assets that have indefinite useful lives no longer be amortized but rather tested at least annually for impairment.  During the first six months of 2002, the Company did not record any impairment of goodwill.

 

 

C.            Borrowings

 

In second quarter of 2001, the Company signed an Accounts Receivable Purchase Agreement with a commercial bank whereby the Company could sell up to $500,000 of its eligible accounts receivable, as defined in the agreement.  This agreement had a one-year term and expired on June 5, 2002.

 

The Company has no outstanding long-term debt.

 

 

 

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Item 2.

 

FIRSTWAVE TECHNOLOGIES, INC.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

 

Overview

 

Firstwave Technologies Inc. (NASDAQ:FSTW) is a web-based, Customer Relationship Management (CRM) software innovator that provides Internet-based customer relationship management (eCRM) solutions that automate and optimize the way companies win and keep customers.  Headquartered in Atlanta, Georgia with an office in Surrey, England, we enable businesses to improve customer relations by streamlining sales, marketing and service processes.  We support three product lines: a web-based CRM solution, Firstwave eCRM; a client-server solution, Takecontrol^®; and Firstwave for Unix.

 

 

Results of Operations

 

During the second quarter of 2002 our financial results reflect significant quarter over comparable quarter improvement. Total revenues increased 106.4% from $1,745,000 in the second quarter of 2001 to $3,601,000 in the second quarter of 2002 primarily due to increased software and services revenue.  Year to date total revenues increased 128.0% from $3,358,000 in 2001 to $7,657,000 in 2002.  Software revenues increased 95.5% from $333,000 in the second quarter of 2001 to $651,000 in the second quarter of 2002.  Year to date software revenues increased 196.6% from $465,000 in 2001 to $1,379,000 in 2002.  Our software revenues are significantly dependent upon the timing of closing of license agreements.  Services revenues increased 219.1% from $796,000 in the second quarter of 2001 to $2,540,000 in the second quarter of 2002, and year to date increased 250.3% from $1,546,000 in 2001 to $5,415,000 in 2002.

 

The quarterly and year to date increases in software and services revenues are primarily due to revenues generated through our partnership with a leading global services company.  This partnership has accounted for a substantial majority of our total revenue for both first and second quarter 2002.  We expect that the revenues from this partnership will remain at high levels for the next two quarters based upon projects already in process.  If this partner decreases its purchasing of our software and services, our revenues would be subject to significant decrease if not replaced with other significant accounts.

 

Maintenance revenues decreased 30.6% from $581,000 in the second quarter of 2001 to $403,000 in the second quarter of 2002 and year to date decreased 33.7% from $1,284,000 in 2001 to $851,000 in 2002.  These decreases are primarily due to cancellations of maintenance agreements of customers who were using the Takecontrol and Firstwave for Unix product lines.  Maintenance revenues are the result of renewal agreements from previous software license sales as well as new license agreements.  While we anticipate increases in maintenance revenues related to the eCRM product, which will be relative to new software license sales, we anticipate a continued decrease in maintenance revenue from the Takecontrol and Unix product lines based on the age and life cycle of those products.  During 2002, we expect an overall decrease of maintenance revenues as compared to 2001 due to an expectation that the decrease in maintenance revenues related to Takecontrol cancellations will exceed the increase in revenues related to new eCRM maintenance agreements.  As our eCRM license revenues increase during 2002, we would expect an improvement in this trend.

 

Cost of software revenues remained consistent at $324,000 in the second quarter of 2002 compared to $329,000 in the second quarter of 2001.  Year to date cost of software revenues increased 5.6% from $613,000 in 2001 to $647,000 in 2002.  The increase is primarily a result of the amortization of capitalized software additions of the Firstwave eCRM product line.  Cost of software revenues include costs of third party software, amortization of capitalized software costs and media costs.

 

Cost of revenues for services increased 85.4% from $492,000 in the second quarter of 2001 to $912,000 in the second quarter of 2002, and year to date increased 77.5% from $961,000 in 2001 to $1,706,000 in 2002.  The increases are a result of increases in payroll, outside consultants, and travel consistent with the increase in services revenue.  Cost of revenues for services as a percentage of services revenues decreased from 61.8% in the second quarter of 2001 to 35.9% in the second quarter of 2002 due to higher utilization rates of service personnel.  Cost of revenues for maintenance decreased 32.0% from $172,000 in the second quarter of 2001 to $117,000 in the second quarter of 2002, and year to date decreased 36.9% from $444,000 in 2001 to $280,000 in 2002 primarily due to decreased payroll and related costs and lower royalty costs consistent with decreased maintenance revenues generated by international distributors.

 

Sales and marketing expense increased 60.3% from $539,000 in the second quarter of 2001 to $864,000 in the second quarter of 2002.  Year to date sales and marketing expense increased 23.6% from $1,330,000 in 2001 to $1,644,000 in 2002.  The increases are attributed to increases in payroll costs due to the expansion of the sales team as well as increases in advertising, marketing materials, tradeshows, and public relations.  During the remainder of 2002, we anticipate continued increases in sales and marketing expenses as we continue to engage in a full range of marketing programs focused on creating awareness and generating qualified leads.

 

The Company’s product development expenditures, which includes amounts capitalized, increased 31.7% from $230,000 in the second quarter of 2001 to $303,000 in the second quarter of 2002 primarily due to increased payroll costs related to an increase in development personnel.  Year to date, product development expenditures decreased 33.6% from $649,000 in 2001 to $431,000 in 2002 due to decreased use of outside development consultants and the reallocation of some

 

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development resources to billable services projects during the first quarter of 2002.  Software development costs capitalized during the three and six months ended June 30, 2001 were $83,000 and $307,000, and for the three and six months ended June 30, 2002, were $136,000 and $164,000 respectively.  On June 30, 2002 we released the latest version of our eCRM product, Version 8.0, which delivers a new interface allowing for faster and easier navigation.  We believe development expenditures will increase for the balance of 2002 as we continue further enhancements to the product to respond to the needs of existing and prospective customers.

 

General and administrative expenses decreased 50.1% from $601,000 in the second quarter of 2001 to $300,000 in the second quarter of 2002 primarily due to a favorable change in the foreign currency translation rate during the quarter.  Year to date general and administrative expenses decreased slightly from $1,264,000 in 2001 to $1,163,000 in 2002.  The year to date decrease is the net effect of the favorable foreign currency rate offset by the write off in the first quarter of 2002 of a third party software asset related to a change in the technology used for our internal web-site development and increased incentives in 2002 related to employee incentive plans.

 

Net interest income/expense decreased 242.9% from $14,000 net interest expense in the second quarter of 2001 to $20,000 net interest income in the second quarter of 2002.  We eliminated interest expense effective September 2001 with the elimination of long-term debt.  Other income of $92,000 in the second quarter of 2001 was primarily related to a settlement agreement pursuant to the cancellation by a third party of a sublease of office space.

 

Dividends on preferred stock increased 68.4% from $38,000 in the second quarter of 2001 to $64,000 in the second quarter of 2002 due to the issuance of Series C Convertible Preferred Stock in September 2001.

 

The above factors combined to result in a 266.5% increase in net income available to common shareholders from a net loss of $520,000 in the second quarter of 2001 to a net income of  $866,000 in the second quarter of 2002, and a net loss per basic and diluted share of $0.25 for the second quarter of 2001 compared to a net income per basic share of  $0.41 and net income per diluted share of $0.29 for the second quarter of 2002.   Year to date, net income available to common shareholders increased 209.1% from a net loss of $1,679,000 in 2001 to a net income of  $1,832,000 in 2002, and a net loss per basic and diluted share of $0.80 in 2001 compared to a net income per basic share of  $0.87 and net income per diluted share of $0.63 for 2002.

 

 

 

Balance Sheet

 

Net accounts receivable decreased 28.2% from $1,333,000 at December 31, 2001 to $957,000 at June 30, 2002 primarily due to the collection of outstanding receivables related to annual maintenance agreements billed in advance at year end.   Property and equipment decreased 31.8% from $421,000 at December 31, 2001 to $287,000 at June 30, 2002, due to year to date depreciation and the write off of a third party software asset resulting from a change in technology used in our internal web-site development offset by additional fixed asset purchases.  Capitalized software decreased 27.1% from $1,762,000 at December 31, 2001 to $1,285,000 at June 30, 2002 due to additional capitalization of $164,000 in development costs net of $641,000 in amortization.  Deferred revenue increased 11.8% from $663,000 at December 31, 2001 to $741,000 at June 30, 2002 primarily due to annual maintenance billed in advance during first and second quarter 2002 offset by the recognition of three months of maintenance revenue billed in advance at December 31, 2001.  Accrued employee compensation and benefits increased 142.1% from $145,000 at December 31, 2001 to $351,000 at June 30, 2002 due to increased accruals related to increased incentives and commissions consistent with increased software revenues and improved overall financial performance.  Some of these accrued incentives are not payable until current year-end results are determined.  Dividends payable decreased 73.1% from $223,000 at December 31, 2001 to $60,000 at June 30, 2002 due to the payment of dividends on preferred stock.  Other accrued liabilities decreased 17.2% from $453,000 at December 31, 2001 to $375,000 at June 30, 2002 primarily due to the timing of payments of sales tax, VAT and payroll taxes.

 

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Liquidity and Capital Resources

 

As of June 30, 2002, the balance of cash and cash equivalents was $4,748,000 compared to $1,860,000 at December 31, 2001, which is an increase of $2,888,000 resulting from increased cash flow from operations.  We have no outstanding long-term debt.

 

During the first six months of 2002, a substantial majority of our total revenue has been attributed to our partnership with a leading global services company.  While we expect that the revenues from this partnership will remain at high levels for the next two quarters based upon projects already in process, if this partner decreases its purchasing of our software and services, our revenues and cash position would be subject to significant decrease if not replaced with other significant accounts.

 

On July 30, 2002, Firstwave signed an agreement with ExtremeLogic, Microsoft’s Partner of the Year, to provide a .Net-based workflow and scripting engine and services to enhance our eCRM technology.  The investment of purchased software and services will be in the range of $900,000, payable in the third and fourth quarters of 2002.  By licensing this proven technology, we feel the technology risk associated with new development is diminished, we gain a time-to-market advantage, and the cost to develop is less than building the technology in-house.  We also believe that our current cash position and cash received from operations will continue to satisfy our cash requirements.

 

Our future capital requirements will depend on many factors, including our ability to maintain positive cash flows, as well as the timing and extent of spending to support product development efforts and expansion of sales and marketing, and market acceptance of our products.  Although we have historically been able to satisfy our cash requirements, there can be no assurance that efforts to maintain positive cash flows from operations will be successful in the future.  Our future capital needs will be highly dependent upon our ability to control expenses and generate software license revenues, and any projections of future cash needs and cash flows are subject to substantial uncertainty.  If we are not able to generate sufficient cash from revenues, we may need to raise additional capital.

 

 

PART II.  OTHER INFORMATION

 

Item 1.    Legal Proceedings

                Not Applicable

 

Item 2.    Changes in Securities

None

 

Item 3.    Defaults Upon Senior Securities

                Not applicable

 

 

Item 4.    Submission of Matters to a Vote of Security Holders

                None

 

 

Item 5.    Other Information

Not applicable

 

 

Item 6.    Exhibits and Reports on form 8-K

                Exhibit 99.1

 

 

SIGNATURES

 

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

 

                                                                FIRSTWAVE TECHNOLOGIES, INC.

 

 

DATE:   August 9, 2002			/s/ Judith A. Vitale
			Judith A. Vitale
			Chief Financial Officer

 

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