UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3130, ~~2009~~2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 000-31989

CONVERA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		54-1987541
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1921 Gallows Road, Suite 200, Vienna, Virginia		22182
(Address of principal executive offices)		(Zip Code)

1919 Gallows Road, Suite 1050, Vienna, Virginia22182

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (703) 761-3700

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 the filing requirements for the past 90 days.

Yes ü No

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer Accelerated Filer Non-Accelerated Filer ü Smaller reporting company ü

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes No ü

The number of shares outstanding of the registrant's Class A common stock as of ~~December~~ 14June 10, ~~2009~~2010 was 53,501,183.

CONVERA CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~OCTOBER~~APRIL 3130, ~~2009~~2010

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:	Page
	Consolidated Balance Sheets
	Consolidated Statement of Net Assets in Liquidation (Liquidation Basis) April 30, 2010 (unaudited) and January 31, 2010		3
	October 31, 2009 (unaudited) and January 31, 2009		3
	Consolidated Statement of Changes in Net Assets in Liquidation (Liquidation Basis) Three Months Ended April 30, 2010 (unaudited)		4
	Consolidated Statements of Operations and Comprehensive Loss (unaudited)
	Consolidated Statements of Operations and Comprehensive Loss (Going Concern basis) Three Months Ended April 30, 2009 (unaudited)		5
	Three and Nine months Ended October 31, 2009 and 2008		4
	Consolidated Statements of Cash Flows (Going Concern Basis) Three Months Ended April 30, 2009 (unaudited)		6
	Consolidated Statements of Cash Flows (unaudited)
	Notes to Consolidated Financial Statements		7
	Nine months Ended October 31, 2009 and 2008		5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		17
	Notes to Consolidated Financial Statements		6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		23
PART II. OTHER INFORMATION
Items 1 - 6.			2524
Signatures			2725

Table of Contents

CONVERA CORPORATION AND SUBSIDIARIES

CONSOLIDATED ~~BALANCE~~STATEMENT ~~SHEETS~~OF NET ASSETS IN LIQUIDATION

(LIQUIDATION BASIS)

(in thousands, except share data)

ASSETS	~~October~~April 3130, ~~2009~~2010			January 31, ~~2009~~2010
	(Unaudited)
Current Assets:
Cash and cash equivalents	$	154,~~572~~269		$	2210,~~754~~995
Accounts receivable, net of allowance for doubtful accounts of $74 and $165, respectively		259			620
Restricted cash		340			1,684
Prepaid expenses and other		198			447
Total cash		4,609			12,679
Total current assets		16,029			23,821
Accounts receivable		-			18
Equipment and leasehold improvements, net of accumulated depreciation of $7,741 and $9,672, respectively		66			460
Prepaid expenses and other		76			579
Other assets		621			596
Estimated net realizable value of operation assets and liabilities contributed in VSW merger excluding $340 and $1,684, presented as restricted cash, as of April 30, 2010 and January 31, 2010, respectively		1,603			259
Total assets	$	166,~~716~~288		$	2413,~~877~~535
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	~~421~~67		$	~~502~~129
Accrued expenses		~~1,535~~43			~~1,679~~472
Total liabilities		1,956			2,181
Accrued liquidation costs		962			2,310
Total liabilities		1,072			2,911
Commitments and Contingencies
Shareholders' Equity:
Net assets in liquidation	$	5,216		$	10,624
Common stock Class A, $0.01 par value, 100,000,000 shares authorized; 54,157,738 and 54,157,738 shares issued, respectively; 53,501,183 and 53,501,183 shares outstanding, respectively		540			540
Treasury stock at cost, 656,555 and 656,555 shares, respectively		(1,517	)		(1,517	)
Additional paid-in-capital		1,173,326			1,172,965
Accumulated deficit		(1,155,630	)		(1,147,215	)
Accumulated other comprehensive loss		(1,959	)		(2,077	)
Total shareholders' equity		14,760			22,696
Total liabilities and shareholders' equity	$	16,716		$	24,877

See accompanying notes.

Table of Contents

CONVERA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

(LIQUIDATION BASIS)

FOR THE THREE MONTHS ENDED APRIL 30, 2010

(in thousands, except per share data)




Net assets in liquidation – January 31, 2010	$	10,624

Distributions to shareholders		(5,350	)

Net increase in the estimated costs of liquidation and termination		(58	)

Net change in net assets in liquidation	$	(5,408	)

Net assets in liquidation – April 30, 2010	$	5,216

See accompanying notes.

Table of Contents

CONVERA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(GOING CONCERN BASIS)

(unaudited)

(in thousands, except share and per share data)

	Three Months Ended						Nine Months Ended
	Three months ended
	October 31,						October 31,
	April 30, 2009
	2009			2008			2009			2008
Revenues:
Revenues:
Hosted services	$	199
Hosted services	$	205		$	239		$	595		$	1,110
Expenses:
Expenses:
Cost of revenues		769
Cost of revenues		656			1,892			2,059			5,573
Sales and marketing		242
Sales and marketing		200			911			672			2,560
Research and product development		828
Research and product development		441			1,216			2,011			3,509
General and administrative		1,350
General and administrative		1,251			2,288			4,303			5,712
		3,189
		2,548			6,307			9,045			17,354
Operating loss		(2,990	)
Operating loss		(2,343	)		(6,068	)		(8,450	)		(16,244	)
Other income, net		11
Other income, net		11			98			35			1,222
Loss before income tax expense	$	(2,979	)
Loss before income tax expense	$	(2,332	)	$	(5,970	)	$	(8,415	)	$	(15,022	)
Income tax		-
Income tax		-			-			-			-
Net loss	$	(2,979	)
Net loss	$	(2,332	)	$	(5,970	)	$	(8,415	)	$	(15,022	)
Basic and diluted net loss per common share	$	(0.06	)
Basic and diluted net loss per common share	$	(0.04	)	$	(0.11	)	$	(0.16	)	$	(0.28	)
Weighted-average number of common shares outstanding – Basic and diluted		53,501,183
Weighted-average number of common shares outstanding – Basic and diluted		53,501,183			53,327,033			53,501,183			53,320,101
Other comprehensive loss:
Other comprehensive loss:
Net loss	$	(2,979	)
Net loss	$	(2,332	)	$	(5,970	)	$	(8,415	)	$	(15,022	)
Foreign currency translation adjustment		21
Foreign currency translation adjustment		8			(188	)		118			(213	)
Comprehensive loss	$	(2,958	)
Comprehensive loss	$	(2,324	)	$	(6,158	)	$	(8,297	)	$	(15,235	)

See accompanying notes.

Table of Contents

CONVERA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(GOING CONCERN BASIS)

(unaudited)

(in thousands)

	For the Nine Months Ended October 31,
	Three months ended
	2009			2008
	April 30,2009
Cash Flows from Operating Activities:
Net loss	$	(82,~~415~~979	)	$	~~(15,022~~	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations:
Depreciation and amortization		~~409~~142			~~2,171~~
Provision for doubtful accounts		6248			~~300~~
Stock-based compensation		~~360~~149			~~2,564~~
Gain on disposal of assets		(25	)		(26	)
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Accounts receivable		(47	)
Accounts receivable		344			(703	)
Prepaid expenses and other assets		109
Prepaid expenses and other assets		227			107
Accounts payable and accrued expenses		(349	)
Accounts payable and accrued expenses		(219	)		(499	)
Deferred revenues		60
Deferred revenues		(8	)		(580	)
Net cash used in operating activities		(2,867	)
Net cash used in operating activities		(7,265	)		(11,688	)
Cash Flows from Investing Activities:
Cash Flows from Investing Activities:
Purchases of equipment and leasehold improvements		(9	)
Purchases of equipment and leasehold improvements		(43	)		(1,095	)
Net cash used in investing activities		(9	)
Proceeds from disposal of assets		35			63
Effect of exchange rate changes on cash		11
Net cash used in investing activities		(8	)		(1,032	)
Net decrease in cash and cash equivalents	$	(2,865	)
Cash Flows from Financing Activities:
Cash and cash equivalents, beginning of period	$	22,754
Proceeds from receipt of escrow balance related to the sale of the RetrievalWare business		-			4,000
Cash and cash equivalents, end of period	$	19,889
Payment of working capital adjustment related to the sale of the RetrievalWare business		-			(968	)
Net cash provided by financing activities		-			3,032
Effect of exchange rate changes on cash		91			(136	)
Net decrease in cash and cash equivalents		(7,182	)		(9,824	)
Cash and cash equivalents, beginning of period		22,754			36,641
Cash and cash equivalents, end of period	$	15,572		$	26,817

See accompanying notes.

Table of Contents

CONVERA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts expressed in thousands except share and per share data)

(1) ~~CONVERA~~ORGANIZATION, ~~CORPORATION~~BUSINESS AND PLAN OF LIQUIDATION

~~Nature~~Convera Corporation (and subsidiaries, collectively, the “Company”) was established through the combination of ~~Operations~~ the former Excalibur Technologies Corporation (“Excalibur”) and Intel Corporation’s (“Intel”) Interactive Media Services (“IMS”) division on December 21, 2000. Prior to the Plan of Dissolution and Merger discussed below, Convera provided vertical search services to trade publishers. Convera’s technology and services were designed to help publishers build a loyal online community and increase their internet advertising revenues.

~~Convera~~As the ~~Corporation~~global ~~(“Convera~~economic downturn deepened in early and mid-2009 and our stock price continued to fall,” ~~“us~~in an effort to curtail continuing losses,” “preserve cash and maximize value for our stockholders, the board of directors (the “Board”) orand management of Convera developed a plan of dissolution and liquidation (the “wePlan of Dissolution”), ~~provides~~after ~~vertical~~reviewing ~~search~~our ~~services~~business and financial conditions and tolong-term prospects and considering various alternatives. On September 22, 2009 our majority stockholders approved the ~~websites~~Plan of ~~trade~~Dissolution ~~publishers. Our~~by ~~technology~~written consent providing for our complete dissolution and ~~services~~liquidation. On ~~help~~December ~~publishers~~31, to2009 ~~build~~the Company filed a ~~loyal~~Definitive ~~online~~Information ~~community~~Statement on Schedule 14C with the Securities and ~~increase~~Exchange ~~their~~Commission ~~internet advertising~~with ~~revenues. With~~respect to, among other things, the ~~use~~Plan of ~~our~~Dissolution. ~~vertical~~The ~~search~~Information ~~services~~Statement was mailed to stockholders on or about January 8, 2010. On January 29, 2010, the Company’s Board ~~our~~authorized ~~customers~~the ~~can~~filing ~~create~~of ~~search~~a ~~engines~~Certificate ~~customized~~of toDissolution ~~meet~~according to the ~~specialized~~Plan of ~~information~~Dissolution. ~~needs~~The Plan of ~~their~~Dissolution ~~audience~~contemplates bythe ~~combining~~orderly ~~publisher~~sale ~~proprietary~~of ~~content~~the ~~with~~Company’s anremaining ~~authoritative~~assets ~~subset~~and the discharge of all outstanding liabilities to third parties and, after the ~~World~~establishment ~~Wide~~of ~~Web~~appropriate (“reserves, the distribution ~~Web”~~of all remaining cash to stockholders.) ~~The~~Additionally, the ~~result~~Company isset athe ~~more~~record ~~relevant~~date ~~and~~of ~~comprehensive~~February ~~search~~8, ~~experience~~2010 for ~~the~~an ~~user~~initial liquidating ~~designed~~distribution toand ~~drive~~declared ~~traffic~~an initial liquidating cash distribution of $0.10 per share to stockholders as of the ~~publishers’~~record ~~websites~~date. WeImmediately ~~also~~after ~~offer~~the ~~web~~close ~~site~~of ~~hosting~~market ~~and~~on ~~vertical~~February ~~search~~8, ~~related~~2010, ~~professional~~the ~~services~~Company ~~and~~closed ~~training~~its stock transfer books toand ~~publishers~~the trading of its stock on the NASDAQ Stock Market ceased at the same time.

WeAfter the ~~provide~~close ~~publishers~~of ~~with~~market ~~our~~on ~~vertical~~February ~~search~~8, ~~technology~~2010, onthe aCompany ~~“software~~filed as a ~~service”~~ ~~basis. We~~Certificate ~~provide~~of Dissolution with the ~~technical~~Delaware ~~infrastructure~~Secretary of State, ~~search expertise~~pursuant ~~and~~to ~~best~~the ~~practice~~Plan ~~advice~~of Dissolution ~~required~~and toLiquidation ~~build~~previously ~~vertical~~adopted ~~search applications~~by Convera’s Board. ~~The~~On February ~~publisher~~9, ~~provides~~2010, in connection with the ~~insight~~Plan ~~into~~of Dissolution, the ~~information~~Company ~~needs~~completed ofa merger (the ~~target~~“Merger”) ~~community~~of its wholly-owned subsidiaries B2BNetSearch, Inc., ~~which~~a isDelaware ~~used~~corporation to(“B2B”), ~~customize~~and ~~the~~Convera ~~look~~Technologies, ~~feel~~LLC, ~~and~~a Delaware ~~functionality~~limited ofliability ~~the~~company ~~search~~(“Technologies”), ~~experience~~with toand ~~the~~into ~~needs~~VSW2, ofInc., ~~that~~a Delaware ~~community. Search~~corporation ~~results~~and ~~can~~an beindirect ~~presented~~wholly-owned tosubsidiary ~~the~~of ~~user~~Vertical ~~through~~Search anWorks, ~~intuitive~~Inc., ~~and~~a ~~dynamic~~Delaware ~~page~~corporation ~~layout~~(“VSW”), ~~that~~and isa ~~designed,~~parent ~~controlled~~company ~~and~~of ~~branded~~Firstlight byOnline ~~the~~Limited, ~~publisher~~a U.K. company. ~~Our~~The ~~vertical~~Merger ~~search~~was ~~offering~~conducted ~~can~~pursuant beto ~~integrated into~~an ~~one~~Amended orand ~~more~~Restated Agreement and Plan of Merger (the ~~publisher’s~~“Merger ~~existing~~Agreement”) ~~websites~~dated as orof ~~used~~September to22, ~~establish~~2009 aby ~~new brand~~and oramong ~~product. As~~Convera, anB2B, ~~option~~Technologies, weVSW, ~~can~~and certain ~~host~~related parties. Upon the ~~search~~completion ~~results~~of ~~but still~~the ~~present~~Merger, Convera and the ~~results~~pre-Merger ~~under~~VSW ~~the~~shareholders ~~publisher’s~~each ~~brand~~own 33. ~~Our advertising~~3% ~~server~~and ~~capabilities,~~66.7% ~~which~~of ~~are~~the ~~built~~total outstanding ~~into~~common ~~our~~stock ~~Web~~of ~~Search~~VSW, ~~Platform~~respectively, ~~allow~~ usand toall ~~serve~~operating ~~any~~assets ~~type~~and liabilities of adConvera ~~and~~have ~~measure~~been ~~all~~transferred ~~key~~to ~~analytics~~VSW.

OnFor ~~May 29,~~all ~~2009,~~the ~~Convera~~periods ~~and~~preceding ~~its~~the ~~wholly~~Board’s ~~owned~~authorization ~~subsidiary~~of ~~B2BNetSearch,~~the ~~Inc.,~~filing aof ~~Delaware corporation~~the ~~(“B2B”)~~Certificate ~~entered into an Agreement and Plan~~ of ~~Merger~~Dissolution ~~with~~on ~~Firstlight Online~~January ~~Limited~~29, ~~a UK company (“Firstlight”). On September 22~~2010, ~~2009,~~ the ~~parties~~Company’s ~~and~~financial ~~their~~statements ~~affiliates,~~are ~~including~~presented ~~the~~on ~~parent~~a ~~company~~going ofconcern ~~Firstlight, Vertical~~basis ~~Search~~of ~~Works, Inc~~accounting. ~~(“VSW”)~~As ~~amended~~required ~~and~~by ~~restated~~generally ~~the~~accepted ~~agreement.~~accounting ~~Prior~~principles, to the ~~closing~~Company ofadopted ~~the~~a ~~merger,~~liquidation ~~Convera~~basis ~~will undergo an internal restructuring, whereby Convera and certain~~ of ~~its~~accounting ~~subsidiaries~~as ~~will assign all~~ of the ~~operating business~~close ~~and~~of business ~~related~~on ~~assets~~January ~~of Convera (including~~29, ~~without~~2010. ~~limitation, internet-search~~Under ~~related patents and $3 million in cash) to B2B, and B2B will assume all~~ the ~~liabilities~~liquidation ofbasis ~~Convera and certain~~ of ~~its subsidiaries. When the merger becomes effective~~accounting, ~~Convera~~assets ~~and~~are ~~the~~stated ~~current~~at ~~VSW~~their ~~shareholders~~estimated ~~will~~net ~~each~~realizable ~~own 33.3%~~value and ~~66.7%~~liabilities ofare ~~the~~stated ~~total~~at ~~outstanding~~their ~~common~~estimated ~~stock~~settlement ~~of VSW~~amounts, ~~respectively, subject to certain adjustments~~ which ~~may~~estimates ~~enable Convera to own up to 42% of VSW. However, there can be no assurances that the merger agreement~~ will be ~~consummated.~~periodically ~~See~~reviewed ~~Note~~and 10adjusted –as ~~Merger Agreement~~appropriate.

~~Convera’s~~At ~~board~~January of31, ~~directors~~2010, ~~adopted~~the aCompany ~~plan~~reported in the accompanying financial statements that its net assets in liquidation aggregated $10.6 million, or $0.20 per share based upon 53,501,183 common shares outstanding at January 31, 2010. As of ~~dissolution~~April 30, ~~which~~2010 ~~will~~the ~~become~~net ~~effective~~assets in liquidation were $5.2 million or $0.10 per share based upon ~~Convera~~53,501,183 ~~stockholder’s~~common ~~approval~~shares outstanding. ~~Convera~~Net ~~will~~assets ~~file~~in aliquidation ~~certificate~~at April 30, 2010 were reduced by an initial cash distribution of ~~dissolution~~$0.10 ~~with~~per ~~the~~share ~~Delaware~~which ~~Secretary~~was declared on January 29, 2010 and made on February 16, 2010 to stockholders of ~~State~~record ~~after~~on February 8, 2010. There can be no assurance that these estimated values will be realized. Such amount should not be taken as an indication of the ~~plan~~timing or amount of ~~dissolution~~future isdistributions ~~approved~~to be made by ~~Convera’s~~the ~~stockholders~~Company.

~~Convera is traded on the NASDAQ stock market (CNVR) and is headquartered at 1921 Gallows Road, Vienna, VA 22182. Our main corporate telephone number is (703) 761-3700.~~7

On September 15, 2009, we received a non-compliance notice from NASDAQ stating that for the preceding 30 consecutive business days the bid price of our common stock had closed below the minimum $1.00 per share required for continued inclusion on The NASDAQ Global Market. The notice indicates that we will be provided with a grace period of 180 calendar day, or until March 15, 2010, to regain compliance with the $1.00 per share minimum bid price requirement.We are not presently considering any actions that may allow us to regain compliance with the NASDAQ continued listing standards and maintain our NASDAQ listing because, as disclosed by us in our press release on June 1, 2009 and current report on Form 8-K on June 4, 2009, we expect to adopt a plan of dissolution and file a certificate of dissolution to orderly wind down our business and operations. At that time, our listing on NASDAQ will cease, if not earlier. For further discussion see Item 1A-Risk Factors in Part II of this quarterly report.

Table of Contents

AsThe offinal ~~October~~amounts ~~31,~~to ~~2009~~be distributed to our shareholders in our liquidation is subject to certain risks and ~~2008~~uncertainties including, ~~Allen~~but ~~Holding~~not limited to, ~~Inc.~~the effect of general business and economic trends, ~~together~~including ~~with~~the ~~Allen~~risk &that our stockholders ~~Company~~may ~~Incorporated,~~be ~~Herbert~~liable Ato ~~Allen~~our ~~and~~creditors ~~certain~~for ~~related~~all ~~parties~~or ~~(collectively~~part of distributions they receive ~~“Allen~~from &us ~~Company”)~~in ~~beneficially~~dissolution ~~owned~~if ~~approximately~~reserves ~~42%~~are inadequate; the amounts of operating expenses incurred by the ~~voting~~Company ~~power~~during its wind down and liquidation of its operations may be higher than expected; the value of ~~Convera~~our investment in VSW may be come impaired by its ability to compete effectively and ~~held~~respond ~~three~~to ~~seats~~rapid technological changes; possible adverse changes to VSW’s intellectual property which could harm VSW’s ability to compete; actual and potential competition by entities with greater financial resources, experience and market presence than VSW; VSW’s reliance on a third party hosting facility; VSW’s dependence on international sales; VSW’s need to attract and retain highly skilled personnel; the ~~Board~~availability of ~~Directors,~~additional capital financing for VSW on terms acceptable if at all; and ~~would~~the ~~therefore~~sufficiency of our internal controls and the present ownership bestructure which includes Allen Holdings Inc. and related parties who are able collectively to significantly influence the outcome of matters requiring a ~~stockholder~~ stockholder vote, such that other shareholders will not have an influence over any such matters.

~~Our operations~~Prior ~~are subject~~ to the ~~certain~~filing ~~risks~~the ~~and~~Certificate ~~uncertainties~~of ~~including~~Dissolution, ~~but~~Convera ~~not~~Corporation provided vertical ~~limited~~search services to, the ~~effect~~websites of ~~general~~trade ~~business~~publishers. With ~~and~~the ~~economic~~use ~~trends, including the~~of ~~recent~~our ~~global~~vertical ~~economic~~search ~~turmoil~~services, ~~and~~our ~~slowdown;~~customers ~~the~~created ~~ability~~search toengines ~~continue~~customized ~~funding~~to ~~operating~~meet ~~losses~~the ~~and~~specialized ~~achieve~~information ~~profitability;~~needs ~~the~~of ~~ability~~their ofaudience ~~our~~by ~~vertical~~combining ~~search~~publisher ~~business~~proprietary tocontent ~~achieve~~with ~~market~~an ~~acceptance;~~authoritative ~~the~~subset ~~ability~~of tothe ~~compete~~World ~~effectively~~Wide ~~and~~Web (“the ~~respond~~Web”.) The toresult ~~rapid~~was ~~technological~~a ~~changes;~~more ~~possible~~relevant ~~adverse~~and ~~changes~~comprehensive ~~to our~~search ~~intellectual~~experience ~~property~~for ~~which~~the ~~could~~user ~~harm~~designed ~~our~~to ~~ability~~drive traffic to ~~compete;~~the ~~actual and~~publishers’ ~~potential~~websites. We ~~competition~~also byoffered ~~entities~~web ~~with~~site ~~greater~~hosting ~~financial~~and ~~resources,~~vertical ~~experience~~search related professional services and ~~market~~training ~~presence~~to ~~than~~publishers. ~~Convera;~~We ~~reliance~~provided onpublishers with aour ~~third~~vertical ~~party~~search ~~hosting~~technology ~~facility;~~on a ~~dependence~~ on“software ~~international~~as ~~sales;~~a ~~the~~service” basis. We ~~need~~provided tothe ~~attract~~technical ~~and~~infrastructure, ~~retain~~search ~~highly~~expertise ~~skilled~~and ~~personnel;~~best ~~the~~practice ~~ability~~advice required to ~~use~~build ~~our~~vertical ~~net~~search applications. The ~~operating~~publisher ~~loss~~provided ~~carryforwards;~~ the ~~sufficiency~~ ofinsight ~~our~~into ~~internal controls;~~ the ~~availability~~information needs of ~~additional~~the ~~capital financing~~target oncommunity, ~~terms~~which ~~acceptable~~was used to ~~us,~~customize ifthe atlook, ~~all;~~feel and functionality of the ~~present~~search ~~ownership structure~~experience ~~which~~to ~~includes~~the ~~Allen~~needs ~~Holdings~~of ~~Inc~~that community. Search ~~and~~results ~~related~~were ~~parties~~presented ~~who are able collectively~~ to ~~significantly influence~~ the ~~outcome~~user ofthrough ~~matters~~an intuitive ~~requiring~~and ~~a stockholder~~dynamic ~~vote,~~page ~~such~~layout that ~~other~~was ~~shareholders~~designed, ~~will~~controlled ~~not~~and ~~have~~branded ~~an influence over~~by ~~any~~the ~~such matters~~publisher.

Convera was traded on the NASDAQ stock market (CNVR) through February 8, 2010 when Convera was delisted in connection with the filing of the Certificate of Dissolution. Convera is headquartered at 1919 Gallows Road, Vienna, VA 22182. Our main corporate telephone number is (703) 761-3700.

As of April 30, 2010 and 2009, Allen Holding, Inc., together with Allen & Company Incorporated, Herbert A Allen and certain related parties (collectively “Allen & Company”) beneficially owned approximately 42% of the voting power of Convera and held one seat and three seats on the board of directors, respectively, and would therefore be able to influence the outcome of matters requiring a stockholder vote.

(2)	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Unaudited~~Basis ~~Interim~~of ~~Financial Information~~Presentation

~~These~~Liquidation ~~consolidated~~Basis ~~financial statements are unaudited and have been prepared pursuant to the rules and regulations~~ of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements, and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2009. In the opinion of management, the consolidated financial statements for the fiscal periods presented herein include all normal and recurring adjustments that are necessary for a fair presentation of the results for these interim periods. The results of operations for the three-month period ended October 31, 2009 are not necessarily indicative of the results for the entire fiscal year ending January 31, 2010. We have evaluated all subsequent events through December 15, 2009, the date the financial statements were issued.Accounting

~~During~~The Company adopted the ~~third~~liquidation ~~quarter~~basis of ~~fiscal~~accounting ~~2010~~effective with the authorization of the filing of the Certificate of Dissolution by the Board as of the close of business on January 29, 2010. The liquidation basis of accounting will continue to be used by the Company ~~adopted~~until such time that the ~~new~~plan ~~Accounting~~is ~~Standards~~terminated. ~~Codification~~Under ~~(“ASC”)~~the liquidation basis of accounting, assets are stated at their estimated net realizable value and liabilities are stated at their estimated settlement amounts, which estimates will be periodically reviewed and adjusted as ~~issued~~appropriate. byA ~~FASB~~Statement of Net Assets in Liquidation and a Statement of Changes in Net Assets in Liquidation are the principal financial statements presented under the liquidation basis of accounting. The ~~ASC~~valuations of ~~has~~assets ~~become~~at their net realizable value and liabilities at their anticipated settlement amounts represent estimates, based on present facts and circumstances, of the net realizable values of assets and the costs associated ~~authoritative~~with ~~source~~carrying out the Plan of USDissolution ~~GAAP~~based ~~recognized~~on bythe ~~FASB~~assumptions set forth below. The actual values and costs associated with carrying out the Plan of Dissolution are expected to differ from the amounts shown herein because of the inherent uncertainty and will be ~~applied~~greater bythan or less than the amounts recorded. ~~non-governmental~~Such ~~entities~~differences may be material. ~~All~~ ~~accounting~~In ~~references~~particular, ~~have~~the ~~been~~estimates ~~updated~~of the Company’s costs will vary with the length of time it operates under the Plan of Dissolution. Accordingly, ~~and~~it is not possible to predict the aggregate amount or ~~therefore~~timing ~~Statement~~of future distributions to stockholders, as long as the plan is in effect, and no assurance can be given that the amount of ~~Financial~~liquidating distributions ~~Accounting~~to ~~Standard~~be ~~(“SFAS”)~~received ~~references~~will ~~have~~equal or exceed the estimate of net assets in ~~been~~liquidation ~~replaced~~presented ~~with~~in ~~ASC~~the ~~references~~accompanying Statements of Net Assets in Liquidation.

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Valuation Assumptions

Under the liquidation basis of accounting, the carrying amounts of assets as of the close of business on January 29, 2010, the date of the authorization of filing of Certificate of Dissolution by the Company, were adjusted to their estimated net realizable values and liabilities, including the estimated costs associated with implementing the Plan of Dissolution, were adjusted to estimated settlement amounts. Such estimates were updated by the Company as of April 30, 2010.

The following are the significant assumptions utilized by management in assessing the value of assets and the expected settlement amounts of liabilities included in the Statements of Net Assets in Liquidation at April 30, 2010.

Net Assets in Liquidation

The majority of the net assets in liquidation at April 30, 2010 were highly liquid and did not require adjustment as their estimated net realizable value approximates their current book value. Cash and other assets are presented at book value. The Company’s remaining asset is the value of the operating assets and liabilities that were contributed to B2B and Technologies and subsequently included in their Merger with VSW on February 9, 2010. This asset represents the Company’s 33.3% investment in VSW after the completion of the Merger and is stated at estimated net realizable value.

The Company utilized a business valuation expert to assess the value of its 33% investment in VSW. The initial valuation for the Merger was based upon the discounted cash flows methodology. Specifically, under a discounted cash flows methodology, the value of a company’s stock is determined by discounting to present value the expected returns that accrue to holders of such equity. Projected cash flows for VSW were based upon projected financial data prepared by our management. Estimated cash flows were discounted to present value based upon a range of discount rates, from 25% to 35%. This range of discount rates is reflective of the required rates of return on later-stage venture capital investments. Using liquidation value standards and applying a lack of marketability discount, lack of control discount, a provision for the cost of selling the interest as well as the additional cash contribution expected to be made by Convera, to the going concern Merger valuation resulted in a discounted liquidation value or net realizable ownership value.

Reserve for Estimated Costs during the Liquidation Period

Under the liquidation basis of accounting, the Company is required to estimate and accrue the costs associated with implementing and completing the Plan of Dissolution. These amounts can vary significantly due to, among other things, the costs of retaining personnel and others to oversee the liquidation, including the cost of insurance, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with cessation of the Company’s operations including an estimate of costs subsequent to that date (which would include reserve contingencies for the appropriate statutory periods). As a result, the Company has accrued the projected costs, including corporate overhead and specific liquidation costs of severance and retention bonuses, professional fees, and other miscellaneous wind-down costs expected to be incurred during the projected period required to complete the liquidation of the Company’s remaining assets.

The Company has adjusted this accrual during the three months ended April 30, 2010 and will make further adjusted from time to time as projections and assumptions change.

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The following is a summary of the changes in the Reserve for Estimated Costs during the Liquidation Period:

(in thousands)

	Balance January 31, 2010		Adjustments and Payments			Balance April 30, 2010
Payroll, benefits, severance and retention costs	$	1,328	$	(1,186	)	$	142
Professional fees		300		(42	)		258
Other general and administrative costs		682		(120	)		562
Total	$	2,310	$	(1,348	)	$	962

Going Concern Basis of Accounting

For all periods preceding the Board’s authorization of the Certificate of Dissolution on January 29, 2010, the Company’s financial statements are presented on the going concern basis of accounting. Such financial statements reflect the historical basis of assets and liabilities and the historical results of operations related to the Company’s assets and liabilities for the period from February 1, 2009 to April 30, 2009.

Principles of consolidation

~~The~~Prior to the Merger on February 8, 2010, the consolidated financial statements include the accounts of Convera Corporation and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated. After the Merger, Convera Corporation no longer has any subsidiaries, except for a 33% minority interest in VSW, which is not consolidated into the financial statements of Convera Corporation.

Unaudited Interim Financial Information

These consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements, and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010. In the opinion of management, the consolidated financial statements for the fiscal periods presented herein include all normal and recurring adjustments that are necessary for a fair presentation of the results for these interim periods.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues, expenses and contingent assets and liabilities. We base those estimates on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities and equity that are not readily apparent from other sources. Actual results could differ from those estimates.

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Concentrations of Credit Risk

~~Financial~~With the Company in the process of dissolution, financial instruments that potentially subject us to concentrations of credit risk consist ~~primarily~~ only of cash equivalents ~~and accounts receivable. We believe~~ ~~that~~denominated ~~our~~in ~~investment~~foreign ~~policy limits our exposure to concentrations of credit risk~~currency. ~~Our~~As ~~customers are primarily large publishing companies, many~~ of ~~which~~ ~~are~~April ~~located outside the United States. For the quarters ended October 31~~30, ~~2009~~2010 ~~and 2008, total revenues derived from international sales were~~ approximately ~~$45,000 and $113,000, representing approximately 22~~ 16% ~~and 47%~~ of ~~total~~ ~~revenues,~~our ~~respectively. For~~cash ~~the nine month periods ended October 31, 2009~~ and ~~2008,~~cash ~~total~~equivalents ~~revenues derived from international sales~~ were ~~approximately~~ ~~$128,000~~denominated ~~and~~in ~~$930,000, representing approximately 22% and 84% of~~Canadian ~~total revenues, respectively~~dollars. ~~Most~~Cash ofequivalents ~~our~~consist ~~international~~of ~~sales~~funds ~~are~~deposited in ~~the~~ ~~United~~money ~~Kingdom. Our international operations have historically exposed us to~~market ~~longer~~ accounts ~~receivable~~with ~~and~~original ~~payment~~maturities ~~cycles and fluctuations. We extend credit to our customers based on an evaluation~~ of ~~the~~three ~~customer’s financial~~months ~~condition, typically without requiring a deposit~~ or ~~collateral. Exposure~~ ~~to losses on receivables is principally dependent on each customer’s financial condition~~less. WeThese ~~perform~~money ~~ongoing evaluations~~market offunds ~~our~~are ~~exposure~~only ~~for~~invested ~~credit losses, examining our historical collection experience and our portfolio of customers, taking into consideration the general economic environment as well as the industry~~ in ~~which we~~US ~~operate. We~~Government ~~currently~~notes ~~maintain an allowance of $74,000 for anticipated losses~~ and ~~will~~Treasury ~~periodically~~bills ~~review whether this provision is adequate. Two customers accounted for a total of 46%~~ and ~~53%~~are ofless ~~the revenues~~likely ~~for~~to ~~the~~be ~~quarters ended October 31, 2009 and October 31, 2008,~~negatively ~~respectively. Three~~impacted ~~customers~~by ~~accounted~~redemptions ~~for a total~~ of ~~50%~~funds ofthan ~~the revenues~~money ~~for~~market ~~the~~funds ~~nine~~invested ~~months~~in ~~ended October 31, 2009, individually accounting for~~commercial ~~29%,~~paper ~~11%~~ and ~~10%~~other ofsecurities ~~total~~and ~~revenues,~~consequently ~~respectively. For~~are ~~the~~considered ~~nine-month~~more ~~period ended October 31, 2008 two customers accounted for 74% of total revenues~~liquid.

~~Revenue Recognition~~10

Revenue from our vertical search service offering can consist of hosted services, professional services and advertising revenue shares.

Our vertical search services revenues are recognized using the criteria in ASC 605-10, “Revenue Recognition”, and ASC 985-605, “Software Revenue Recognition”, respectively. We evaluate vertical search services arrangements that have multiple deliverables, in accordance with ASC 605-25 “Multiple Element Arrangements.” Revenue is recognized when the services have been performed, the price is fixed and determinable, persuasive evidence of an arrangement exists and collection of the resulting receivable is reasonably assured. Multiple deliverable arrangements that contain elements that do not qualify as separate units of accounting are recognized ratably over the term of the hosting arrangement.

Our contracts entitle us to receive either: (1) a percentage of the advertising revenue generated by the customer search site (“ad share revenue”) or, (2) fees based on the search volume consumed by the customer (“search volume revenue”). The majority of our current contracts are ad share arrangements that entitle us to receive a percentage of customer search-related advertising revenue earned (typically between 20% and 50% of net advertising revenues). Many of these ad share contracts also contain monthly minimum service fees that we continue to receive until monthly website advertising revenue generated by the publishers’ search sites exceeds these monthly minimum amounts. Search volume contracts entitle us to receive fees based on the search volume consumed by the customer. These arrangements typically include a fixed monthly minimum fee based on the contracted search volume the customer expects to consume on a monthly basis. We are entitled to receive additional fees from customers whose monthly search volumes exceed the contracted amounts. Contract minimums, including both ad share and search volume contract minimums, and other hosting fees or set-up fees are recognized ratably over the term of the vertical search service agreement. Advertising share and search volume revenues in excess of these minimums are recognized when earned under the provisions of the vertical search services agreement.

Revenues from training and professional services are recognized when the services are performed, provided they qualify as separate units of accounting.

Deferred revenue is recorded when payments are received in advance of our performance in the underlying agreements.

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Revenue Recognition

Revenue from our vertical search service consisted of hosted services, professional services and advertising revenue shares.

Our vertical search services revenues were recognized using the criteria in ASC 605-10, “Revenue Recognition”, and ASC 985-605, “Software Revenue Recognition”, respectively. We evaluated vertical search services arrangements that had multiple deliverables, in accordance with ASC 605-25 “Multiple Element Arrangements.” Revenue was recognized when the services had been performed, the price was fixed and determinable, persuasive evidence of an arrangement existed and collection of the resulting receivable was reasonably assured. Multiple deliverable arrangements that contained elements that did not qualify as separate units of accounting were recognized ratably over the term of the hosting arrangement.

Our contracts entitled us to receive either: (1) a percentage of the advertising revenue generated by the customer search site (“ad share revenue”) or, (2) fees based on the search volume consumed by the customer (“search volume revenue”). The majority of our current contracts were ad share revenue arrangements that entitled us to receive a percentage of customer search-related advertising revenue earned (typically between 20% and 50% of net advertising revenues). Many of these ad share contracts also contained monthly minimum service fees that we continued to receive until monthly website advertising revenue generated by the publishers’ search sites exceeded these monthly minimum amounts. Search volume contracts entitled us to receive fees based on the search volume consumed by the customer. These arrangements typically included a fixed monthly minimum fee based on the contracted search volume the customer expected to consume on a monthly basis. We were entitled to receive additional fees from customers whose monthly search volumes exceeded the contracted amounts. Contract minimums, including both ad share and search volume contract minimums, and other hosting fees or set-up fees were recognized ratably over the term of the vertical search service agreement. Advertising share and search volume revenues in excess of these minimums were recognized when earned under the provisions of the vertical search services agreement.

Revenues from training and professional services were recognized when the services were performed, provided they qualified as separate units of accounting.

Deferred revenue was recorded when payments were received in advance of our performance in the underlying agreements.

Stock-based Compensation

On February 1, 2006, we adopted the provisions of and accounted for stock-based compensation in accordance with ASC 718, “Stock Compensation”, that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either: (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 requires that stock-based compensation be accounted for using a fair value based method. We ~~use~~used the Black-Scholes-Merton (“Black–Scholes”) option pricing model to determine the fair value of stock-option awards under ASC 718.

~~Research and~~ Product Development Costs

Our ~~software~~product development costs ~~are~~were accounted for in accordance with ASC 350~~-40~~ “~~Internal~~Intangibles –~~Use~~ Goodwill and ~~Software~~Other”. We ~~expense~~expensed costs incurred in the preliminary project stage and, thereafter, we ~~capitalize~~capitalized permitted costs incurred in the development or acquisition of internal use software. Certain costs such as research and development, maintenance and training were expensed as incurred. Amortization of the capitalized costs was performed on a straight-line basis over the estimated use life of the asset. No product development costs were been capitalized during the three months ended April 30, 2009.

Certain costs such as research and development, maintenance and training are expensed as incurred. Amortization of the capitalized costs is on a straight-line basis over the estimated use life of the asset.11

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Impairment of Long-Lived Assets

We ~~evaluate~~evaluated all of our long-lived assets for impairment in accordance with the provisions of ASC 360~~-10-35~~, “Property, Plant, and ~~Equipment/Overall/Subsequent~~ ~~Measurement~~Equipment. ” ASC 360~~-10-35~~ requires that we review our long-lived assets, ~~including property and equipment, be evaluated~~ for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on expected undiscounted cash flows attributable to that asset. This review requires significant judgments both in assessing events and circumstances as well as estimating future cash flows. Should events indicate that any of our assets are impaired, the amount of such impairment will be measured as the difference between the carrying value and the fair value of the impaired asset and the impairment will be recorded in earnings during the period of such impairment.

Exit and Disposal Activities

We ~~recognize~~recognized ~~exit~~restructuring ~~and disposal~~ costs in accordance with ASC 420, “Exit or Disposal Cost Obligations”. ASC 420 generally requires the recognition of an expense and related liability for one-time employee termination benefits at the communication date and contract termination costs at the cease-use date. The expense and liability are measured at fair value, which is generally determined by estimating the future cash flows to be used in settling the liability.

~~Recently Issued~~(3) ~~Accounting~~RESTRICTED ~~Pronouncements~~CASH

~~In July 2009,~~As ~~the Financial Accounting Standards Board (“FASB”) issued a statement that modifies the GAAP hierarchy by establishing only two levels~~ of ~~GAAP~~April 30, ~~authoritative and nonauthoritative accounting literature. Effective July 2009~~2010, the ~~FASB~~Company ~~ASC,~~had ~~also known collectively as the “Codification~~$340,”000 ~~becomes the single source~~ of ~~authoritative~~restricted ~~U.S.~~cash ~~accounting~~that ~~and~~represents ~~reporting standards~~the ~~applicable~~remaining ~~for~~portion ~~all non-governmental entities, with the exception~~ of ~~guidance issued by~~ the ~~Securities~~funding ~~and~~to ~~Exchange~~be ~~Commission.~~provided ~~The Codification does not change current U.S. GAAP, but changes the referencing of financial standards and is intended~~ to ~~simplify~~VSW ~~user~~pursuant ~~access~~ to ~~authoritative~~the UMerger Agreement.S. ~~GAAP,~~This byadditional ~~providing~~funding ~~all the~~will ~~authoritative~~either ~~literature~~be ~~related~~paid to aVSW ~~particular topic~~ in ~~one~~accordance ~~place. It is~~with ~~organized~~the byMerger ~~topic,~~Agreement ~~subtopic,~~upon ~~section,~~the ~~and~~settlement ~~paragraph, each~~ of ~~which~~the ~~is identified~~dispute bywith aAT&T ~~numerical designation~~Corp. ~~The~~ ~~Codification is effective for~~over the Company’s ~~financial~~early ~~statements~~termination ~~for the quarter ended October 31, 2009. All accounting references have been updated, and therefore Statement~~ of ~~Financial Accounting Standard (“SFAS”) references have been replaced with ASC references. As~~ the ~~Codification~~San isDiego ~~not~~hosting ~~intended~~arrangement ~~to change~~ or ~~alter existing GAAP,~~ it ~~did not~~will ~~have~~disbursed anby ~~impact on~~ the Company’s ~~results~~in its settlement of ~~operations~~this ~~and~~matter ~~financial~~directly with ~~position~~AT&T.

9As of January 31, 2010, the Company had $1.7 million of restricted cash representing the funding amounts due to VSW pursuant to the terms of the Merger Agreement. The $1.7 million of restricted cast consists of $1,344,000 paid to VSW at the close of the Merger in February 2010 and $340,000 that will be disbursed when the AT&T dispute for the San Diego facility is settled.

Additionally, as of April 30, 2010 and January 31, 2010, the Company has certificates of deposit totaling $76,000 and $526,000, respectively, which are pledged to collateralize letters of credit required for leased facilities. The respective balances are included with other assets on the consolidated balance sheet. One certificate of deposit for $450,000 is pledged to a lease commitment through February 2010. Funds from this certificate of deposit were released and included with cash during the quarter ended April 30, 2010. A second certificate of deposit for $76,000 is pledged as collateral for a lease expired in December 2009. We expect funds from this certificate to be released during the second quarter of the current fiscal year.

(4)	NET LOSS PER COMMON SHARE

We followed SFAS No. 128, “Earnings per Share,” for computing and presenting per share information. Basic income or loss per common share is computed by dividing net income or (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per common share excludes common stock equivalent shares and unexercised stock options as the computation would be anti-dilutive.

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In April 2009, the FASB issued accounting standards under ASC 820 “Fair Value Measurements and Disclosures”, (previously FASB Staff Position (“FSP”) FAS 157-4). ASC 820 provides guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This also includes guidance on identifying circumstances that indicate a transaction is not orderly. This standard emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. Implementation of this standard was effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The implementation of this standard did not have a material effect on the Company’s results of operations and financial position.

In April 2009, the FASB issued accounting standards under ASC 825 “Financial Instruments” (previously FASB Staff Position (“FSP”) SFAS No. 107-1 and Accounting Principles Board (“APB”) Opinion No. 28-1) which extend the annual financial statement disclosure requirements for financial instruments to interim reporting periods of publicly traded companies. The new standards were effective for interim and annual reporting periods ending after June 15, 2009. The implementation of these standards during the second quarter of Fiscal Year 2010 did not have a material effect on the Company’s results of operations and financial position.

In May 2009, the FASB issued accounting standards under ASC 855 “Subsequent Events” (previously SFAS No. 165), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 also requires entities to disclose the date through which subsequent events were evaluated as well as the rational as to why the date was selected. The new standards were effective for interim and annual periods ended after June 15, 2009. The implementation of these standards did not have a material effect on the Company’s results of operations and financial position.

In October 2009 the FASB issued Accounting Standards Update (“ASU”) No. 2009-13, “Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements — a Consensus of the FASB Emerging Issues Task Force.” This update provides amendments to the criteria in ASC 605, “Revenue Recognition,” for separating consideration in multiple-deliverable arrangements by establishing a selling price hierarchy. The selling price used for each deliverable will be based on vendor-specific objective evidence (VSOE) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available. ASU 2009-13 also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. ASU 2009-13 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which means that it will be effective for our fiscal year beginning February 1, 2011. We are currently assessing the impact of implementation of this new guidance.

(3) NET LOSS PER COMMON SHARE

We follow ASC 260, “Earnings per Share,” for computing and presenting per share information. Basic income or loss per common share is computed by dividing net income or (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per common share excludes common stock equivalent shares and unexercised stock options as the computation would be anti-dilutive.

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The following tables set forth the computation of basic and diluted net income (loss) per common share (in thousands, except share and per share data):

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30, 2009
	2009			2008			2009			2008
Net loss Numerator:	$	(2,979	)
Numerator – Net loss	$	(2,332	)	$	(5,970	)	$	(8,415	)	$	(15,022	)
Denominator:
Denominator
Weighted average number of common shares outstanding – basic and diluted		53,501,183
Weighted average number of common shares outstanding – basic and diluted		53,501,183			53,327,033			53,501,183			53,320,101
Basic and diluted net loss per common share	$	(0.06	)
Basic and diluted net loss per common share	$	(0.04	)	$	(0.11	)	$	(0.16	)	$	(0.28	)

~~The~~A total ~~following~~of ~~equity~~7,057,834 ~~instruments~~outstanding stock options at April 30, 2009 were not included in the computation of diluted net loss per common share because their effect would be anti-dilutive.

	Three and Nine Months Ended October 31,
	2009		2008
Stock options		5,775,784		8,227,190
Deferred stock		-		300,000
		5,775,784		8,527,190

(5)	SEGMENT REPORTING

~~(4)~~Our ~~SEGMENT~~chief operating ~~REPORTING~~decision-makers reviewed financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by geographic region for purposes of allocating resources and evaluating financial performance. There were no segment managers who were held accountable by our chief operating decision-makers, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we considered ourselves to have operated in a single reporting segment and operating unit structure.

Our chief operating decision-makers review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by geographic region for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable by our chief operating decision-makers, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we consider ourselves to be in a single reporting segment and operating unit structure.

Operations by Geographic Area

Revenues by geographic region ~~are~~were based on the billing addresses of our customers. The following table sets forth revenues and long-lived assets by geographic region (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	April 30, 2009
	2009		2008		2009		2008
Sales to Customers:
Sales to Customers:
United States	$	154
United States	$	160	$	126	$	467	$	180
United Kingdom		45
United Kingdom		45		36		128		739
All other		-
All other		-		77		-		191
	$	199
	$	205	$	239	$	595	$	1,110
Long-lived assets:
United States	$	900
All Other		14
	$	914

	October 31, 2009		January 31, 2009
Long-lived assets:
United States	$	687	$	1,042
All Other		-		14
	$	687	$	1,056

Major Customers

Three customers accounted for a total of 47% of the revenues for the quarter ended April 30, 2009, individually accounting for 25%, 11% and 11% of total revenues, respectively.

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~~(5)~~ FAIR VALUE MEASUREMENTS

~~ASC~~Effective February 1, ~~820~~2008, ~~“Fair~~ ~~Value~~we ~~Measurements~~adopted SFAS 157, except as it applied to the non-financial assets and non-financial liabilities subject to FSP SFAS ~~Disclosures”,~~157-2. SFAS 157 defines fair value as a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. ~~ASC~~SFAS ~~820~~157 requires that assets and liabilities carried at fair value be classified and disclosed according to the following three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 - Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2 – Inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are not supported by market data

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Assets and liabilities measured at fair value are summarized below (unaudited, in thousands):

Fair value measurement at reporting date using

Description

~~October~~April 3130, ~~2009~~2010

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets

Cash equivalents:

Money market funds

141,~~275~~787

(6)	INCOME TAXES

Our interim effective income tax rate is based on management’s best current estimate of the expected annual effective income tax rate. Based on current projections of taxable income for the year ending January 31, 2010, we expect to ~~generate~~ generate additional ~~net~~Net ~~operating~~Operating ~~losses~~Losses (“NOLs”) for the remainder of the year.

AsDue ofto ~~October~~the ~~31,~~substantially ~~2009,~~complete ~~our~~liquidation ~~deferred~~of ~~tax assets exceed~~ our ~~deferred~~UK ~~tax liabilities. As we have not generated earnings~~ and noCanadian ~~assurance can be made of future~~subsidiaries ~~earnings~~during ~~needed~~fiscal to2010, ~~utilize~~their ~~these~~NOL’s ~~assets,~~have abeen ~~valuation~~eliminated. ~~allowance~~Upon in the ~~amount~~complete liquidation of the ~~net~~Company, ~~deferred~~the ~~tax~~remaining ~~assets~~NOL ~~has~~will ~~been~~no ~~recorded~~longer be realizable.

~~We follow the provisions of ASC 740, “Income Taxes”.~~ As of ~~the date~~ ofApril ~~this~~30, ~~report~~2010, ~~there~~our ~~are~~deferred ~~no uncertain~~ tax ~~positions~~assets ~~requiring~~exceeded ~~recognition in our consolidated financial statements. Our policy is to recognize interest and penalties in~~ the ~~period~~deferred ~~in which they occur in the income~~ tax ~~provision~~ ~~(benefit)~~liabilities. As Wewe ~~file~~have ~~income~~not ~~tax~~generated ~~returns~~earnings ~~in the U.S. federal jurisdiction, various states~~ and ~~local~~no ~~jurisdictions~~assurance ~~and in foreign jurisdictions, primarily the U.K.~~can ~~and~~be ~~Canada.~~made ~~Tax~~of ~~years~~future ~~that~~earnings ~~remain~~needed ~~subject~~ to ~~examination~~utilize ~~include:~~these USassets, ~~federal~~a ~~and state~~valuation ~~tax returns from fiscal 2005 to present; Tax returns~~ allowance in the ~~U.K.~~amount ~~from fiscal~~of ~~2006~~the tonet ~~present~~deferred ~~and Canadian~~ tax ~~returns~~assets ~~from~~has ~~fiscal~~been ~~2005 to present~~recorded. ~~We are not currently under audit for income taxes in any jurisdiction.~~

12We adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) on February 1, 2007. As of the date of this report FIN 48 has not had an impact our financial position or results of operations. We concluded that there are no uncertain tax positions requiring recognition in our consolidated financial statements. Our policy is to recognize interest and penalties in the period in which they occur in the income tax provision (benefit). We file income tax returns in the U.S. federal jurisdiction, various states and local jurisdictions. Tax years that remain subject to examination include: US federal and state tax returns from fiscal 2005 to present;. We are not currently under audit for income taxes in any jurisdiction.

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(7)	CONTINGENCIES

From time to time, we may be a party to various legal proceedings, claims, disputes and litigation arising in the ordinary course of business. We believe that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse affect on our financial position, operations or cash flow. However, because of the nature and inherent uncertainties of litigation, should the outcome of these actions or future actions be unfavorable, our financial position, operations and cash flows could be materially adversely affected.

(8)	RELATED PARTY TRANSACTIONS

John C. Botts, was a member of the board of directors of Convera, and is ~~also~~the Chairman of ~~United~~ United Business Media PLC, the parent company of CMP Information LTD (“CMP”) which iswas a customer of Convera’s. Sales to CMP for the three ~~and nine~~ months ~~ended~~ ~~October~~ended 31April 30, 2009 were $23,000 ~~and $62,000, respectively~~. Amounts due from CMP were $23319,000 ~~and~~as ~~$377~~of April 30,~~000~~ ~~(excluding~~2009. A ~~deferred~~contractual ~~revenue)~~dispute aswith ofCMP ~~October~~was resolved during 31the quarter ended April 30, 2009 ~~and~~resulting ~~January~~in 31the balance outstanding, ~~2009~~net of the reserve, ~~respectively~~being paid in full in May 2009.

(9)	STOCK-BASED COMPENSATION

~~ASC~~SFAS ~~718~~No. 123(R) requires the use of a valuation model to calculate the fair value of stock-based awards. We have elected to use the Black-Scholes option-~~valuation~~ pricing model, which incorporates various assumptions including volatility, expected life, risk free interest rates and dividend yields. The expected volatility is based on term-matching historical volatility. The expected life of an award is computed using a combination of historical holding periods combined ~~with~~ with hypothetical holding periods on a weighted average basis. We ~~have~~ have determined that directors and non-directors display significantly different exercise behavior, and accordingly established two groups for option valuation: Group 1 is comprised of directors; Group 2 includes all other employees. As ~~ASC~~SFAS ~~718~~No.123(R) requires that stock-based compensation expense be based on awards that ~~are~~ are ultimately expected to vest, stock-based compensation expense for the ~~three and~~ ~~nine~~quarters ~~months~~ ended ~~October~~April 3130, 2009 ~~and 2008~~ have been reduced for estimated forfeitures.

All stock options that were held by Convera employees were forfeited in conjunction with the Completion of the merger with VSW on February 9. 2010. No stock based compensation expense was recorded for the three months ended April 30, 2010.

Performance Stock Options:

During the first quarter of fiscal 2009, 3.1 million common stock options were issued at an exercise price of $1.92 per share to members of the senior management team. The vesting of the options iswas contingent upon the Company achieving revenue ~~and~~specific ~~EBIDTA~~revenue ofgoals ~~$25 million and $2.5 million, respectively,~~ for the fiscal year ended January 31, 2011. ~~These options were valued using the Black-Scholes~~It ~~option pricing model on the grant date and the aggregate compensation expense for these awards, provided all such options vest,~~ was determined tothat ~~be $3.4 million. Performance stock options are evaluated in accordance with ASC 718 on a periodic basis over the performance period to determine whether~~ achievement of the underlying performance goals iswas ~~probable. As of October 31, 2009 and 2008, the Company has concluded that the achievement of the performance measurements is~~ not probable and ~~therefore has recorded no compensation expense. If the Company determines~~ in aaccordance ~~subsequent~~with ~~period~~ASC ~~that achievement of the performance goals is now probable~~718, ano ~~cumulative~~compensation ~~catch-up~~ expense ~~adjustment~~was or will be ~~required equal to that portion of the total~~ ~~compensation expense attributable to the vesting period that has elapsed~~recorded.

13There were no options granted during the quarter ended April 30, 2009. As of April 30, 2009 a total of $0.8 million of unrecognized compensation cost related to stock options was expected to be recognized over a weighted average period of 1.1 years.

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The following table shows the weighted-average assumptions used to estimate the fair values for all stock option grants that occurred in the periods presented. There were no options granted during the three and nine months ended October 31, 2009.

	Three Months ended October 31, 2008		Nine months Ended October 31, 2008
Expected term of stock options	4.11 Years		4.67 Years
Expected volatility		68%		68%
Risk free interest rates		2.9%		2.63%
Dividend yield	None		None
Weighted average grant date fair value of options granted during the period	$	0.58	$	1.06

As of October 31, 2009 a total of $0.5 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of 1.0 years.

Deferred Stock Compensation Plan

Beginning in fiscal year 2004 several of our senior officers were awarded shares of deferred stock pursuant to the Company’s 2000 Stock Option Plan. The fair value of these awards was recognized as compensation expense over the corresponding service period in accordance with the provisions of ASC 718. All non-vested shares of deferred stock vested prior to the fiscal year ended January 31, 2009. As a result there was no impact of recording stock-based compensation related to deferred stock on our results of operations during the three and nine month periods ended October 31, 2009.

The impact on our results of operations of recording stock-based compensation related to stock options and deferred stock for the three and nine month periods ended October 31, 2009 and 2008 was as follows (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2009		2008		2009		2008
Cost of revenues	$	15	$	126	$	32	$	230
Sales and marketing		9		290		34		476
Research and product development		25		231		62		672
General and administrative		62		634		232		1,118
Total	$	111	$	1,281	$	360	$	2,496

(10) MERGER AGREEMENT

On May 29, 2009, Convera and its wholly owned subsidiary, B2BNetSearch, Inc., a Delaware corporation (“B2B”) entered into an Agreement and Plan of Merger with Firstlight Online Limited, a UK company (“Firstlight”). On September 22, 2009, the parties and their affiliates, including the parent company of Firstlight, Vertical Search Works, Inc., a Delaware corporation (“VSW”) amended and restated the agreement (the “Merger Agreement”). Pursuant to the Merger Agreement, two wholly owned subsidiaries, B2B and Convera Technologies, LLC (“Technologies”) will merge with and into an indirect wholly owned subsidiary of VSW, which is a direct parent company of Firstlight , with the VSW subsidiary as the surviving corporation. When the merger becomes effective, Convera and the current VSW shareholders will each own 33.3% and 66.7% of the total outstanding common stock of VSW, respectively, subject to certain adjustments which may enable Convera to own up to 42% of VSW prior to the distribution as described below. VSW and its subsidiaries are in the business of online advertising sales and marketing. The combined new company will bring together the vertical search technology of Convera and the advertising sales and marketing capabilities of VSW. The merger is subject to customary closing conditions and is expected to close early in 2010.

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Convera’s board of directors adopted a plan of dissolution, which will become effective upon Convera stockholder’s approval. Convera will file a certificate of dissolution with the Delaware Secretary of State after the plan of dissolution is approved by Convera’s stockholders.

Pursuant to the Merger Agreement, prior to the closing of the merger, Convera will undergo an internal restructuring, whereby Convera and certain of its subsidiaries will assign all the operating business and business related assets of Convera (including, without limitation, internet-search related patents and $3 million in cash) to B2B, and B2B will assume all the liabilities of Convera and certain of its subsidiaries.

Pursuant to the Merger Agreement, the $3 million cash funding assigned by Convera to B2B will be subject to reduction on a dollar-for-dollar basis by an agreed upon daily amount for delays in the closing beyond 60 days after the Merger Agreement is signed, with specified exceptions. In addition, Convera will provide VSW with a $1 million line of credit, which is convertible into common stock of VSW. VSW will be entitled to draw down the line of credit in whole or in part, for a six-month period following the closing date of the merger. Any portion of the credit line drawn down by VSW will accrue a 10% annual interest and will become due and payable by VSW upon the first anniversary of the closing date of the merger. Convera has the right to convert all or any portion of the draw-down amount into VSW common stock anytime before its repayment in full. The full conversion of the credit line will result in an increase of Convera’s ownership in VSW to up to 42.5% of the total outstanding VSW common stock. If Convera elects to convert less than the entire amount, VSW will issue shares to Convera on a pro rata basis.

On May 29, 2009, Convera entered into a Transition Agreement with Mr. Patrick Condo, its President and Chief Executive Officer, pursuant to which Mr. Condo will transition employment from Convera to B2B. According to the Transition Agreement, Convera will pay Mr. Condo, among other benefits, an aggregate amount of $480,000 in cash in a lump sum on the 30th day after the closing of the merger, provided that Mr. Condo has signed and delivered a general release in favor of Convera and the release has become effective. All of Mr. Condo’s stock options, which are now fully vested, may be exercised for a period of 90 days after the merger. Convera and Mr. Condo have previously entered into an Employment Agreement dated on October 26, 2005, under which Mr. Condo would be entitled to, among other benefits, a severance payment equal to 18 months of his current regular base salary and bonus paid out over Convera’s regular payroll schedule following the effective date of his employment termination. Upon the completion of the merger, Mr. Condo’s previous Employment Agreement will be superseded by the Transition Agreement. Mr. Condo will not resign from his positions at Convera until the closing of the merger.

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~~Item~~The ~~2. Management’s Discussion~~impact ~~and~~on ~~Analysis~~our results of ~~Financial~~operations ~~Condition~~of ~~and~~recording ~~Results~~stock-based ofcompensation ~~Operations~~related to stock options for the three-month periods ended April 30, 2009 was as follows (in thousands):

Forward Looking Statements

	Three Months Ended April 30, 2009

Cost of revenues	$	(1	)
Sales and marketing		14
Research and product development		51
General and administrative		85
Total	$	149

The statements contained in the following discussion that are not purely historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation statements about the expectations, beliefs, intentions or strategies regarding the future of our business. Words such as “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and similar expressions are used to identify these forward-looking statements. These include, among others, statements regarding our future expectations, performance, plans and prospects as well as assumptions about future events. All forward-looking statements included in this Quarterly Report on Form (10-Q) ~~are based~~SUBSEQUENT on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. The forward-looking statements contained herein involve risks and uncertainties discussed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2009. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of such factors, including those set forth in our Annual Report.EVENTS

~~The~~On May ~~following~~26, ~~discussion~~2010, ~~should~~VSW beborrowed ~~read~~$1.0 inmillion ~~conjunction~~under the $1.0 million line of credit available to VSW under the terms of the Credit Agreement between Convera and VSW dated February 9, 2010. The loan bears interest at a rate of 10% per annum with the ~~our~~interest ~~Annual~~and ~~Report~~principal due on the first anniversary of the Merger (February ~~Form 10-K~~9, ~~for~~2011). Under the ~~fiscal~~terms ~~year~~of ~~ended~~the ~~January~~loan, 31VSW can repay the balance of the loan and related interest due at any point before its maturity. Convera may, ~~2009~~at its option either accept the repayment or convert the principal and related accrued interest income into shares of VSW common stock. If Convera chooses to convert the ~~consolidated~~loan into VSW’s common stock, Convera’s ownership in VSW will ~~financial~~increase ~~statements~~from ~~and~~the ~~notes~~present ~~thereto~~33% to as ~~filed~~much ~~with~~as 42%, depending on whether VSW sells any additional common stock prior to the ~~Securities~~conversion ~~and~~of ~~Exchange~~the ~~Commission~~loan.

Overview

We provide vertical search services to trade publishers. Our technology and services help publishers to build a loyal online community and increase their internet advertising revenues. With the use of our vertical search services, our customers can create search engines customized to meet the specialized information needs of their audience by combining publisher proprietary content with an authoritative subset of the Web.

Our principal source of revenue is provided through sales of our vertical search services to the websites of publishers of trade business and specialist publications. Our vertical search technology is a hosted application sold as a service to the publishers. We generate our revenues by receiving a percentage of publishers’ advertising revenues earned by the search sites and by charging minimum fees for our vertical search and advertising services. Many of our contracts with publishers contain monthly minimum fees that we are entitled to receive until website advertising revenue generated by the publishers’ search sites exceeds these monthly minimum amounts. We can also generate revenues from hosting publisher web sites and from providing technical staff training. We offer professional services to customize publisher web sites and optimize search engines, as well as web site monetization consulting.

We use an AT&T facility to host our vertical search offering. This facility, located in Dallas, TX, is operated under a master hosting arrangement that expires in July 2010. We also maintained a hosting facility in San Diego, CA, which was vacated on January 31, 2008 in an effort to appropriately scale our hosting infrastructure. We believe that our Dallas hosting center environment has sufficient equipment capacity and redundancy to host vertical search websites for 200 trade publications each with an average community of 40,000 users at competitive search performance levels, providing sufficient capacity to meet our current needs.

On May 29, 2009, Convera and its wholly owned subsidiary B2BNetSearch, Inc., a Delaware corporation (“B2B”) entered into an Agreement and Plan of Merger with Firstlight Online Limited, a UK company (“Firstlight”). On September 22, 2009, the parties and their affiliates, including Firstlight’s parent company, Vertical Search Works, Inc., a Delaware corporation (“VSW”) amended and restated the agreement. Prior to the closing of the merger, Convera will undergo an internal restructuring, whereby Convera and certain of its subsidiaries will assign all of the operating business and business related assets of Convera (including, without limitation, internet-search related patents and $3 million in cash) to B2B, and B2B will assume all the liabilities of Convera and certain of its subsidiaries. When the merger becomes effective, Convera and the current VSW shareholders will each own 33.3% and 66.7% of the total outstanding common stock of VSW, respectively, subject to certain adjustments which may enable Convera to own up to 42% of VSW.

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~~VSW and~~Item ~~its subsidiaries are in the business of online advertising sales and marketing~~2. Management’s ~~The~~Discussion ~~combined new company will bring together the vertical search technology of Convera~~ and ~~the~~Analysis ~~advertising sales and marketing capabilities~~ of ~~VSW.~~Financial ItCondition ~~is expected to have over 60 corporate customer accounts~~ and ~~120~~Results existing websites with approximately 1500 advertisers. The new company will provide technology and advertising to the publishing market and expects to generate revenue from advertising sales and subscriptions. In addition, it plans to build a series of ~~its own industry search engines.~~ Operations

~~Trends~~Forward Looking Statements

~~As of~~The ~~October~~statements ~~31,~~contained ~~2009,~~in ~~Convera~~the ~~has~~following 60discussion ~~vertical~~that ~~search~~are ~~websites~~not ~~with~~purely ~~23 separate~~historical ~~publishers~~are ~~under~~“forward-looking ~~contract,~~statements” ~~with~~within 50the meaning of ~~these~~Section ~~vertical~~27A ~~search~~of ~~sites~~the Securities inAct ~~production~~ of 1933 and 10Section 21E of the ~~websites~~Securities inExchange ~~development~~Act ~~awaiting~~of ~~launch.~~1934, including Atwithout ~~October~~limitation 31statements about the expectations, ~~2008~~beliefs, ~~Convera~~intentions ~~had~~or 82strategies ~~vertical~~regarding ~~search~~the ~~websites~~future ~~from~~of 28our ~~publishers~~business. Words such ~~under~~as ~~contract~~“expects,” of“intends,” “plans,” “projects,” “believes,” “estimates,” and ~~which~~similar 45expressions ~~were~~are inused ~~production~~to identify these forward-looking statements. These include, among others, statements regarding our future expectations, performance, plans and 37prospects ~~were~~as inwell ~~development~~as ~~awaiting~~assumptions ~~launch~~about future events. ~~Despite~~All ~~the~~forward-looking ~~overall~~statements ~~increase~~included in ~~sites~~this inQuarterly ~~production~~Report on aForm ~~year~~10-Q ~~over~~are based ~~year~~on ~~basis~~information available to us on the date hereof, ~~revenues~~and we assume no ~~generated~~obligation byto ~~the~~update ~~sites~~any ~~have~~such ~~declined~~forward-looking statements. ~~This~~The ~~decline~~forward-looking statements iscontained ~~due~~herein ininvolve ~~part~~risks toand ~~the~~uncertainties discussed in Item ~~renegotiation~~1A. “Risk Factors” of ~~contract~~our ~~rates~~Annual ~~with~~Report aon ~~major~~Form ~~customer~~10-K asfor ~~well~~the asfiscal ~~reduced~~year adended ~~rates~~January 31, 2010. Our adactual ~~share~~results ~~levels~~could ~~have~~differ ~~suffered~~materially asfrom ~~publisher’s~~those anticipated ~~online~~in adthese ~~revenues have~~forward-looking ~~declined~~statements as a result of ~~the~~such ~~current~~factors, including ~~economic~~those ~~downturn~~set forth in our Annual Report.

~~While~~The ~~revenues~~following ~~during~~discussion ~~the~~should ~~past~~be ~~fiscal~~read ~~year~~in ~~have~~conjunction ~~declined~~with ~~we have continued to reduce~~ our ~~expense~~Annual ~~base~~Report ~~by eliminating redundant costs and reducing staff headcount. In~~on ~~November~~Form 10-K ~~2008,~~for ~~we reduced operating costs by streamlining our sales process and reducing~~ the ~~cost~~fiscal ~~structure~~year ofended ~~our~~January ~~sales~~31, ~~marketing~~2010 and ~~customer service functions. This effort resulted in~~ the ~~closing of our U.K. sales~~consolidated ~~office~~financial instatements ~~January 2009~~ and ~~reduced~~notes ~~our~~thereto ~~overall~~as ~~headcount~~filed bywith ~~nine. In February~~the ~~2009,~~Securities ~~we further reduced our operating costs by reorganizing our engineering~~ and ~~hosting operations group. This action reduced~~Exchange ~~headcount in our Carlsbad, CA facility by 23 and reduced our expense base by approximately $2~~Commission.8 million on an annual basis. The reductions in our operating expenses during the current fiscal year compared to the prior fiscal year are primarily attributable to staff reductions throughout the Company.

~~The~~Plan ~~following~~of ~~table compares the average headcount by reporting group for the quarters ending October 31, 2009 and 2008.~~Dissolution

	Three months ended October 31,
	2009		2008		Decrease			% Decrease
Cost of Revenues		6		18		(12	)		-67	%
Sales and Marketing		3		10		(7	)		-70	%
Research and Development		8		24		(16	)		-67	%
General and Administrative		10		15		(5	)		-33	%
Total		27		67		(40	)		-60	%

As the global economic downturn deepened in early and mid 2009 and our stock price continued to fall, in an effort to curtail continuing losses, preserve cash and maximum value for our stockholders, the board of directors and management of Convera developed the Plan of Dissolution, after reviewing our business and financial conditions and long-term prospects and considering various alternatives. On September 22, 2009 our majority stockholders approved the Plan of Dissolution by written consent providing for our complete dissolution and liquidation. On December 31, 2009 the Company filed a Definitive Information Statement on Schedule 14C with the SEC with respect to, among other things, the Plan of Dissolution. The Information Statement was mailed to stockholders on January 8, 2010.

On January 29, 2010, the Company’s Board authorized the filing of a Certificate of Dissolution according to the Plan of Dissolution. The Plan of Dissolution ~~following~~contemplates ~~table~~the ~~compares~~orderly sale of the ~~average~~Company's ~~headcount~~remaining byassets ~~reporting~~and ~~group~~the discharge ~~for~~of all outstanding liabilities to third parties and, after the establishment ~~nine~~of appropriate reserves, the distribution of all remaining cash to ~~months~~stockholders. Additionally, ~~ending~~the ~~October~~Company 31set the record date of February 8, ~~2009~~2010 for an initial liquidating distribution and ~~2008~~declared an initial liquidating cash distribution of $0.10 per share to stockholders as of the record date. Immediately after the close of market on February 8, 2010, the Company closed its stock transfer books and the trading of its stock on the NASDAQ Stock Market ceased at the same time. Accordingly, February 8, 2010 is the record date for all stockholder distributions by the Company.

	Nine months ended October 31,
	2009		2008		Decrease			% Decrease
Cost of Revenues		6		19		(13	)		-68	%
Sales and Marketing		3		9		(6	)		-67	%
Research and Development		8		22		(14	)		-64	%
General and Administrative		11		17		(6	)		-35	%
Total		28		67		(39	)		-58	%

The Company contemplates that within three years after the stockholders approval of the Plan of Dissolution, any remaining assets and liabilities will be transferred into a liquidating trust for the benefit of our stockholder if not already distributed to our stockholders. The liquidating trust would continue in existence until all liabilities have been settled, all remaining assets have been sold and proceeds distributed and the appropriate statutory periods have lapsed.

WeAfter the ~~incurred~~close ~~approximately~~of ~~$322,000~~market inon ~~severance~~February ~~expense~~8, in2010, the ~~second~~Company ~~quarter~~filed a Certificate of ~~fiscal~~Dissolution ~~2010~~with ~~and~~the ~~approximately~~Delaware ~~$581,000~~Secretary ~~for~~of ~~the~~State, ~~nine~~pursuant ~~months~~to ~~ended~~the ~~October~~Plan ~~31,~~of ~~2009~~Dissolution. The ~~related~~description toof the ~~reduction~~terms inand ~~staff. As~~conditions of ~~October~~the ~~31,~~Plan of ~~2009~~Dissolution ~~there was~~in anour ~~unpaid~~current ~~balance~~report ofon ~~approximately~~Form ~~$167,000~~8-K infiled ~~severance~~on ~~related~~June ~~expenses~~4, ~~outstanding~~2009.

On February 9, 2010, in connection with the Plan of Dissolution, the Company completed the merger (the “Merger”) of its wholly owned subsidiaries, B2B and Technologies, with and into VSW2, an indirect wholly-owned subsidiary of VSW, and a parent company of Firstlight. The Merger was conducted pursuant to the Merger Agreement dated as of September 22, 2009 by and among Convera, B2B, Technologies, VSW, and certain related parties.

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~~Results~~For all periods before the Board authorized the filing of ~~Operations~~the Certificate of Dissolution on January 29, 2010, the Company’s financial statements are presented on the going concern basis of accounting. As required by generally accepted accounting principles, the Company adopted the liquidation basis of accounting immediately after the close of business on January 29, 2010.

~~For~~Under the liquidation ~~three~~basis ~~months~~of ~~ended~~accounting, ~~October~~assets ~~31,~~are ~~2009,~~stated ~~total~~at ~~revenues~~their ~~were~~estimated ~~$205~~net realizable values and liabilities are stated at their estimated settlement amounts,~~000,~~ aswhich ~~compared~~estimates will be periodically reviewed and adjusted. Uncertainties as to ~~revenues~~the precise net value of ~~$239,000~~our innon-cash ~~the~~assets ~~comparable~~and ~~period~~the ultimate amount of our liabilities make it impracticable to predict the aggregate ~~prior~~net ~~year~~value that may ultimately be distributable to stockholders. Claims, ~~The~~liabilities ~~net~~and ~~loss~~future expenses for ~~the~~operations ~~three~~will ~~months~~continue ~~ended~~to ~~October~~be incurred ~~31,~~with ~~2009~~execution ~~was~~of $2the plan.3 ~~million,~~These orcosts ~~$(0.04)~~will ~~per~~reduce ~~common~~the ~~share,~~amount ~~compared~~of net assets available for ultimate distribution to stockholders. Although we do not believe that a ~~net~~precise ~~loss~~estimate of ~~$6.0~~those ~~million~~expenses can currently be made, orwe believe ~~$(0~~that available cash is adequate to provide for our obligations, liabilities, operating costs and claims, and to make cash distributions to stockholders.~~11)~~ ~~per~~If ~~common~~available ~~share~~cash is not adequate to provide for ~~the~~our ~~three~~obligations, liabilities, ~~months~~operating ~~ended~~costs ~~October~~and 31claims, ~~2008~~estimated future distributions of cash to our stockholders will be reduced.

~~Three~~Based ~~Months~~on our ~~Ended~~projections ~~October~~of estimated operating expenses and liquidation costs as of January 31, ~~2009~~2010, asthe ~~compared~~Company toreported ~~October~~in the accompanying financial statements that its net assets in liquidation aggregated $10.6 million, or $0.20 per share based upon 53,501,183 shares of common stock outstanding at January 31, 2010. An ~~2008~~initial distribution of $0.10 per share was made on February 16, 2010 to stockholders of record on February 8, 2010. As of April 30, 2010, the Company’s net assets in liquidation aggregated $5.2 million or approximately $0.10 per share based on 53,501,183 common shares outstanding at April 30, 2010.

The ~~following~~valuation ~~chart~~of ~~summarizes~~assets ~~revenues~~at their net realizable value and ~~the~~liabilities ~~categories~~at oftheir anticipated ~~expenses~~settlement amounts necessarily requires many estimates and assumptions. In addition, ~~including~~there are substantial risks and uncertainties ~~the~~associated ~~amounts~~with ~~expressed~~carrying asout athe ~~percentage~~liquidation of ~~total~~the ~~revenues,~~Company’s ~~for~~existing operations. The valuations presented in the ~~three~~accompanying ~~months~~Statement of Net Assets ~~ended~~in ~~October~~Liquidation 31represent estimates, ~~2009~~based on present facts and ~~2008~~circumstances, of the net realizable values of assets and costs associated with the implementation of the Plan of Dissolution.

	Components of Revenue and Expense												Increase
	Three Months Ended October 31,												(Decrease)
	2009			%			2008			%			%
Revenue	$	205			100	%	$	239			100	%		-14	%
Expenses:
Cost of revenues		656			320	%		1,892			792	%		-65	%
Sales and marketing		200			98	%		911			381	%		-78	%
Research and product development		441			215	%		1,216			509	%		-64	%
General and administrative		1,251			610	%		2,288			957	%		-45	%
Total operating expenses		2,548			1243	%		6,307			2639	%		-60	%
Operating loss		(2,243	)					(6,068	)					-61	%
Other income, net		11						98						-89	%
Loss before taxes		(2,332	)					(5,970	)					-61	%
Income tax		-						-						0	%
Net loss	$	(2,332	)				$	(5,970	)					-61	%

As disclosed above, the Company completed the Merger of its wholly-owned subsidiaries B2B and Technologies with and into VSW2, an indirect wholly-owned subsidiary of VSW. Included in the valuation of assets is an amount representing the operating business related assets and liabilities which were included in the Merger. The net value of those assets and liabilities is estimated as net realizable value and represents the estimated net realizable value of the Company’s 33.3% investment in VSW. The actual values and costs are expected to differ from the amounts shown herein and could be greater or lesser than the amounts recorded.

~~Revenues~~Convera is currently disputing a $0.8 million breach of contract claim in a lawsuit brought by AT&T Corp. and may be subject to other litigations arising in the normal course of business, the outcome of which is not presently known. An unfavorable outcome of the litigation may reduce cash available for distribution to stockholders. In addition, we may be subject to final examination by taxing authorities, thus any calculated gain over the cost basis of the liquidated assets not offset by our net operating loss carryforwards may vary from ultimate amounts, which may cause our final distributions to change significantly. Accordingly, it is not possible to predict the aggregate amount that will ultimately be distributable to stockholders and no assurance can be given that the amount to be received in liquidation will equal or exceed the net assets in liquidation per share in the accompanying Statement of Net Assets in Liquidation.

~~Revenue~~Although ~~from~~ our ~~vertical~~Board ~~search~~has ~~services~~not ~~were~~established ~~$205,000~~a ~~and~~timetable ~~$239,000~~ for ~~the~~further ~~three~~liquidating distributions, ~~months~~the ~~ended~~Board ~~October~~intends 31to, ~~2009~~subject ~~and~~to ~~2008,~~contingencies ~~respectively.~~inherent Asin ofwinding ~~October~~up 31our business, ~~2009, there~~make ~~were~~such adistributions ~~total~~as ofpromptly 50as ~~Convera~~practicable ~~supported~~and ~~websites~~periodically inas we ~~production~~convert ~~compared~~our remaining assets to ~~45 at~~cash ~~the~~and ~~end~~pay ofour ~~the~~remaining ~~third~~liabilities ~~fiscal~~and obligations. Further ~~quarter~~liquidation ~~last~~distributions, ~~year.~~if ~~The~~any, ~~slight~~will ~~increase~~be made in ~~the number~~cash ofor ~~sites~~in kind, including in ~~production~~stock ~~from~~or, ~~the~~ownership ~~third~~interests ~~quarter~~in, subsidiaries of the ~~prior~~Company ~~fiscal~~and ~~years has~~remaining ~~been~~assets ~~offset~~of bythe ~~reduced~~Company. adThe ~~sales~~timing toand ~~publishers~~amount ~~which~~of interim ~~have~~liquidating ~~contributed~~distributions toand ~~the~~final liquidating distributions will ~~decrease~~depend inon ~~our~~the adtiming ~~share~~and ~~revenues.~~amount ~~Additionally,~~of aproceeds ~~contract~~the ~~settlement~~Company ~~with~~will areceive upon the ~~major~~sale ~~customer~~of ~~resulted~~the inremaining ~~renegotiated~~assets ~~lower~~and adthe ~~rates~~extent ~~and~~to ~~additional~~which ~~revenue~~reserves for current or ~~from~~future ~~another~~liabilities ~~customer~~are ~~has~~required. ~~continued~~Accordingly, tothere can be ~~deferred~~no ~~due~~assurance tothat there ~~the~~will ~~uncertainty~~be inany ~~the collectability~~liquidating ofdistributions ~~their~~prior ~~account~~to ~~balance~~a final liquidating distribution.

International revenue is generated from publishers located primarily in the United Kingdom. In a cost saving measure, we closed our international sales operation headquartered in the United Kingdom in January 2009. International sales are now generated and supported from our U.S. offices. International revenues decreased to $45,000 during the quarter ended October 31, 2009 from $113,000 in the quarter ended October 31, 2008.

Two customers accounted for a total of 46% of the revenues for the quarter ended October 31, 2009, accounting for 34% and 12%, respectively. Two customers accounted for a total of 53% of the revenues for the quarter ended October 31, 2008, accounting for 32% and 21%, respectively.

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~~Operating~~During ~~Expenses:~~the liquidation of our assets, the Board may authorize the Company to pay any brokerage, agency and other fees and expenses of persons rendering services, including accountants and tax advisors, to the Company in connection with the collection, sale, exchange or other disposition of the Company’s property and assets and the implementation of the Plan of Liquidation.

~~Cost~~ Overview of ~~Revenues~~Business (Going Concern Basis)

~~Our hosted~~We ~~services~~previously ~~cost~~provided ofvertical ~~revenue~~search ~~decreased~~services ~~65%~~ to ~~$0.7~~trade ~~million for the three months ended October 31, 2009 from $1~~publishers.9 ~~million~~Our intechnology ~~the~~and ~~same~~services ~~period~~helped ~~last~~publishers ~~year. This decrease is primarily attributable~~ to abuild ~~$0.5 million decrease in depreciation expense as~~ a ~~result~~loyal ofonline ~~the~~community ~~impairment of hosting-related equipment~~ and ~~purchased~~increase ~~software~~their ininternet ~~the~~advertising ~~fourth~~revenues. ~~quarter~~Utilizing ofour ~~fiscal~~vertical ~~year~~search ~~2009. Personnel-related~~services, ~~costs~~our ~~were~~customers ~~reduced~~created bysearch ~~$0.4~~engines ~~million~~customized asto ameet ~~result of~~ the ~~headcount~~ ~~reduction~~specialized ~~stemming~~information ~~from~~needs ~~reorganization~~ of ~~our~~their ~~hosting~~audience ~~operations~~by ~~group in~~combining ~~February~~publisher ~~2009.~~proprietary ~~Cost~~content ofwith ~~revenue headcount decreased to~~ an ~~average~~authoritative ofsubset ~~6 for the third quarter~~ of ~~fiscal 2010 from an average of 18 in~~ the ~~comparable period of the prior year~~Web.

~~Sales &~~Our ~~Marketing~~principal source of revenue was provided through sales of our vertical search services to the websites of publishers of trade business and specialist publications. Our vertical search technology was a hosted application sold as a service to the publishers. We generated our revenues by receiving a percentage of publishers’ advertising revenues earned by the search sites and by charging minimum fees for our vertical search and advertising services. Many of our contracts with publishers contained monthly minimum fees we were entitled to receive until website advertising revenue generated by the publishers’ search sites exceeded these monthly minimum amounts. Revenues were also generated from hosting publisher web sites and from providing technical staff training. We offered professional services to customize publisher web sites and optimize search engines, as well as web site monetization consulting.

~~Sales~~We ~~and marketing~~utilized ~~expense~~an ~~decreased~~AT&T ~~78%~~facility to ~~$0.2~~host ~~million~~our ~~for~~vertical ~~the~~search ~~three~~offering. ~~months~~This ~~ended October 31~~facility, ~~2009~~located ~~from $0.9 million~~ in ~~the~~Dallas, ~~same~~TX, ~~period last year. The decrease in sales and marketing expense~~ is ~~attributable~~operated tounder ~~the~~a ~~reorganization~~master ofhosting ~~our~~arrangement ~~sales and~~that ~~marketing~~expires ~~operations~~ in ~~the~~July ~~fourth~~2010 ~~quarter~~with ofan ~~fiscal~~annual ~~year 2009. Our~~option ~~personnel-related~~to ~~costs,~~extend asthe ~~well~~contract asfor ~~rent,~~an ~~office~~additional ~~expenses, travel~~12 ~~and~~months. ~~corporate~~We ~~marketing~~also ~~expenses~~maintained ~~were~~a ~~all reduced. Personnel-related~~hosting ~~costs~~facility ~~and~~in ~~stock-based~~San ~~compensation~~Diego, ~~costs each~~CA, ~~declined~~which ~~$0.3~~was ~~million~~vacated ~~during~~on ~~the~~January ~~quarter ended October~~ 31, ~~2009~~2008 ~~compared~~in an effort to ~~the~~ ~~same~~appropriately ~~period~~scale ~~last~~our ~~year~~hosting infrastructure. ~~Sales~~The ~~and~~AT&T ~~marketing~~hosting ~~headcount~~agreement ~~decreased~~assets tohoused anthere ~~average of~~were ~~three~~transferred ~~for~~with the ~~third~~remainder ~~quarter~~of ~~this~~the ~~year~~operating ~~from~~assets anto ~~average~~B2B ofand ~~ten~~were ~~for~~included ~~the comparable~~in ~~period of~~ the ~~prior fiscal year~~Merger.

~~Research and~~Results ~~Development~~of Operations

~~Research~~Three ~~and product development costs decreased 64% to $0.4 million for the three~~ months ended ~~October~~April 3130, 2009 from $1.2 million in the same period last year. The decrease in research and development costs is primarily due to the reorganization of the engineering group in February 2009. This reorganization resulted in a reduction in personnel-related costs of $0.6 million in the third quarter this year compared to the same period last year. Stock option expense also declined $0.1 million as a result of the reduced headcount. Research and development headcount decreased to an average of eight for the third quarter of fiscal 2010 ~~from~~(Liquidation ~~an average of 24 for the same period last year.~~Basis)

~~General~~Upon the Board’s approval of the filing the Certificate of Dissolution on January 29, 2010, the Company adopted the liquidation basis of accounting. Accordingly, the financial statements for the three months ended April 30, 2010 are presented on liquidation basis. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and ~~Administrative~~liabilities are stated at their estimated settlement amounts and include the estimated costs associated with carrying out the liquidation of the Company. These estimates will be periodically reviewed and adjusted.

~~General and~~The ~~administrative~~valuation ~~expense~~of ~~decreased~~assets ~~45%~~at totheir ~~$1.3~~net ~~million~~realizable ~~for~~value ~~the~~and ~~three~~liabilities ~~months ended~~at ~~October~~their ~~31,~~anticipated ~~2009~~settlement ~~from~~amounts ~~$2.3~~necessarily ~~million~~requires inmany ~~the~~estimates ~~same~~and ~~period last year~~assumptions. ~~Staff~~ ~~reductions~~Uncertainties ~~over~~as to the ~~past~~precise ~~year~~net ~~have~~value ~~resulted~~of inour anon-cash ~~decrease in~~assets ~~personnel-related~~and ~~expenses~~the ultimate amount of ~~$0.3~~our ~~million.~~liabilities ~~Stock-based~~make ~~compensation~~it ~~declined $0.6~~impracticable ~~million~~to inpredict the ~~third~~aggregate ~~quarter~~net ~~compared~~value tothat ~~the~~may ~~same~~ultimately ~~period~~be ~~last year~~distributable to stockholders. ~~Overall~~ ~~corporate~~Claims, ~~expenses~~liabilities ~~were~~and ~~reduced~~future ~~despite~~expenses afor ~~$0.2~~operations ~~million increase~~will incontinue ~~legal~~to ~~fees~~be incurred aswith aexecution ~~result~~ of the ~~pending VSW merger~~plan. ~~General and~~The ~~administrative~~actual ~~headcount~~realization ~~decreased~~of tothe anassets ~~average~~and settlement of ~~10 in~~ the ~~second~~liabilities ~~quarter of~~could ~~fiscal~~be ~~2010~~higher ~~from~~or anlower ~~average~~than ofthe 15amounts indicated in our estimates as of the ~~same~~date ~~period~~of ~~last~~the ~~year~~financial statements.

~~Other income~~For the three months ended April 30, 2010, net assets in liquidation decreased by approximately $5.4 million, from $10.6 million at January 31, 2010 to $5.2 million at April 30, 2010. The decrease in net assets in liquidation includes the $5.4 million ($0.10 per share) initial liquidating dividend distributed to shareholders in February 2010 and a $58,000 increase in estimated liquidation costs primarily related to an increase in estimated professional fees to be incurred during the liquidation period.

~~Other~~Under the ~~income,~~liquidation ~~which~~basis ~~consists~~of ~~almost~~accounting, ~~entirely~~we ofare ~~net~~required ~~interest~~to ~~income,~~estimate ~~decreased~~and ~~89%~~accrue tofor ~~$11,000~~costs ~~during~~associated with implementing and completing the ~~three~~Plan ~~months~~of ~~ended~~Dissolution. ~~October~~The accrual ~~31,~~for ~~2009~~estimated ~~from~~costs ~~$98~~is divided into three categories: payroll,~~000~~ inbenefits, severance ~~the~~and ~~same~~retention costs; professional fees; and other general and administrative costs. During the liquidation period ~~last~~all ~~year.~~expenditures for ~~The~~operating ~~decrease~~expenses inare ~~the~~charged ~~third~~directly against this accrual. During the quarter ofended ~~fiscal~~April 30, 2010, ~~was~~we ~~primarily~~made payments of ~~due~~$1.4 tomillion ~~the~~against ~~lower~~accrued ~~interest~~liquidation ~~rates~~costs. The asbalance ~~well~~of accrued liquidation costs was $1.0 million as aof ~~lower~~April ~~average~~30, ~~cash balance~~2010.

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~~Nine Months~~Three months Ended ~~October~~April 3130, 2009 as(Going ~~compared~~Concern ~~to October 31, 2008~~Basis)

~~The~~For the ~~following~~three ~~chart~~months ~~summarizes~~ended ~~revenues~~April ~~and~~30, ~~the categories of expenses~~2009, ~~including the~~total ~~amounts~~revenues ~~expressed~~were as$0.2 amillion. ~~percentage~~The ofnet loss ~~total revenues,~~ for the ~~nine~~three months ended ~~October~~April 3130, 2009 ~~and~~was ~~2008~~$3.0 million, or $(0.06) per common share.

	Components of Revenue and Expense												Increase
	Nine Months Ended October 31,												(Decrease)
	2009			%			2008			%			%
Revenue	$	595			100	%	$	1,110			100	%		-46	%
Expenses:
Cost of revenues		2,059			346	%		5,573			502	%		-63	%
Sales and marketing		672			113	%		2,560			231	%		-74	%
Research and product development		2,011			338	%		3,509			316	%		-43	%
General and administrative		4,303			723	%		5,712			515	%		-25	%
Total operating expenses		9,045			1520	%		17,354			1564	%		-48	%
Operating loss		(8,450	)					(16,244	)					-48	%
Other income, net		35						1,222						-97	%
Loss before taxes		(8,415	)					(15,022	)					-44	%
Income tax		-						-						0	%
Net loss	$	(8,415	)				$	(15,022	)					-44	%

The following chart summarizes the components of revenues and the categories of expenses, including the amounts expressed as a percentage of total revenues, for the three months ended April 30, 2009.

Components of Revenue and Expense
Three Months Ended April 30, 2009

	Amount			%

Revenue	$	199			100	%

Expenses:
Cost of revenues		769			386	%
Sales and marketing		242			122	%
Research and product development		828			416	%
General and administrative		1,350			678	%
Total operating expenses		3,189			1,602	%

Operating loss		(2,990	)

Other income, net		11

Loss before taxes		(2,979	)

Income tax		-

Net loss	$	(2,979	)

Revenues

~~Revenue~~Hosted services revenue from our vertical search services offering for the ~~nine~~three months ended ~~October~~April 3130, 2009 ~~decreased~~were ~~46% to~~ $0.62 million ~~from $1~~.1 As ~~million~~of inApril ~~the~~30, ~~same~~2009, ~~period of the~~there ~~prior~~were ~~fiscal~~a ~~year~~total ~~due~~of to62 aConvera ~~contract~~supported ~~settlement~~websites ~~with~~in aproduction. Although there ~~major~~was ~~customer~~an ~~which resulted~~overall increase in ~~renegotiated~~the ~~lower~~number adof ~~rates~~vertical ~~while~~search ~~additional~~sites ~~revenue from another~~in ~~customer~~production ~~was~~several ~~deferred~~factors ~~due~~contributed to anthe ~~uncertainty~~revenue decline in the ~~collectability of their~~quarter ~~account~~ended ~~balance. As~~April ~~of October 31~~30, 2009,. The ~~there~~current ~~were~~economic aslowdown ~~total~~resulted ~~of 50~~in ~~Convera~~reduced ~~supported~~ad ~~websites~~sales into ~~production~~publishers ~~compared~~which contributed to 45the ~~websites~~decrease in ~~production at~~our ~~October~~ad ~~31, 2008~~share revenues.

~~Revenue from international operations is generated from publishers located primarily in the United Kingdom.~~ International revenues ~~were~~decreased to $~~128~~45,000 induring the ~~nine months~~quarter ended ~~October~~April 3130, 2009 ~~compared to $0~~.9 ~~million in the nine months ended~~Three ~~October~~customers ~~31,~~accounted ~~2008. The~~for ~~aforementioned~~a ~~renegotiated~~total ~~lower~~of ad47% ~~rates and deferral~~ of ~~revenue~~the ~~due~~revenues tofor the ~~uncertainty~~quarter ofended April ~~collection~~30, ~~are~~2009, ~~related~~individually ~~to international~~accounting ~~sales~~for ~~customers~~25%, 11% and ~~have~~11% ~~contributed~~of tototal ~~the declining sales in~~revenues, ~~that sector~~respectively.

Three customers accounted for a total of 50% of the revenues for the nine months ended October 31, 2009, individually accounting for 29%, 11%, and 10% of total revenues, respectively. Two customers accounted for a total of 74% of the revenues generated in the nine months ended October 31, 2008, individually accounting for 57% and 17%, respectively.

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Operating Expenses:

Cost of Revenues

~~Hosted~~Our hosted services cost of revenue ~~decreased~~was ~~63% to~~ $20.18 million for the ~~nine~~three months ended ~~October~~April 3130, 2009 ~~from $5~~.6 ~~million~~The decrease in ~~the~~costs ~~same~~during the period ~~last~~was ~~year. This decrease is~~ primarily attributable to areduced ~~$1.5 million decrease in~~ depreciation expense ~~as a~~resulting ~~result~~from of the impairment of hosting-related equipment and purchased software in the ~~fourth~~ quarter ofended ~~fiscal~~January 31, ~~year~~ 2009. ~~The~~Personnel-related ~~reorganization~~costs ~~in February~~were ~~2009~~reduced ~~produced~~as a ~~lower~~result ~~headcount~~of ~~resulting in a $1.2 million decrease in~~the ~~personnel-related~~headcount ~~expenses~~reduction ~~for~~stemming ~~the~~from ~~first~~reorganization ~~nine~~of ~~months~~our ~~ended~~hosting ~~October~~operations ~~31, 2009~~group ~~compared~~in toFebruary ~~the same period last year~~2009. ~~Equipment/maintenance~~ ~~expenses were also reduced as a result of the reorganization.~~ Cost of revenue headcount decreased to an average of ~~six~~6 for the ~~nine months ended October 31, 2009 from~~ anfirst ~~average~~quarter of 19fiscal ~~in the same period last year~~2010.

Sales & Marketing

Sales and marketing expense ~~decreased~~was ~~74% to~~ $0.72 million for the ~~nine~~three months ended ~~October~~ ~~31,~~April 30, 2009 ~~from $2~~.~~6 million in the same period last year.~~ ~~The decrease~~Sales ~~in sales~~ and marketing expense iswere ~~primarily~~being ~~attributable~~reduced toas a ~~decrease~~result of inthe ~~personnel-related~~reorganization ~~costs~~ of ~~$0.9~~our ~~million~~sales and amarketing ~~$0.4~~operations ~~million~~in ~~decrease~~the infourth quarter ~~stock-based~~of ~~compensation~~fiscal year 2009. ~~These~~This ~~decreases~~reorganization ~~are~~resulted in the ~~result~~closing of ~~lower~~ ~~headcount~~our ~~related~~UK tooffice ~~the~~and ~~restructuring~~reduced ~~actions~~our ~~taken~~sales inand ~~November~~marketing ~~2008~~headcount. ~~Marketing~~Personnel-related ~~program~~costs, ~~expenditures~~as ~~have~~well ~~declined~~as ~~$0.2~~rent, ~~million~~office ~~compared~~expenses, totravel ~~the~~and ~~same~~corporate ~~period~~marketing ~~last~~expenses ~~year~~all ~~due~~decreased toas ~~reduced~~a ~~marketing efforts~~result. Sales and marketing ~~head~~headcount ~~count~~ decreased to an average of three for the ~~nine~~first ~~months~~quarter ~~ended October 31, 2009 from an average~~ of ~~nine~~fiscal ~~in the same period last year~~2010.

Research and Development

Research and product development costs ~~decreased~~were ~~43% to~~ $2.0.8 million for the ~~nine~~three months ended ~~October 31~~April 30, 2009 ~~from $3~~.5 ~~million~~A ~~in the same period last year. The~~ reorganization of the engineering group in February 2009 ~~reduced~~produced lower ~~the~~ overall ~~headcount~~ ~~and~~expenses ~~has~~during ~~resulted~~the inquarter ~~decreases~~ended inApril ~~personnel-related costs of $0.9 million~~30, ~~stock-based compensation of $0~~2009.3 As ~~million, and bonus expense of $0.1~~a ~~million.~~result ~~These decreases were offset by severance costs~~ of ~~$0.3~~this ~~million~~reorganization ~~due~~headcount ~~to the departure of an executive~~ in the ~~second~~engineering ~~quarter~~group ofwas ~~fiscal~~reduced ~~2010~~by 16. Research and development headcount decreased to an average of nine ~~eight~~ for the ~~nine~~first ~~months~~quarter ~~ended October 31, 2009 from an average~~ of 22fiscal ~~for the same period last year~~2010.

General and Administrative

General and administrative ~~expense~~expenses ~~decreased~~were ~~25% to~~ $41.34 million for the ~~nine~~three months ended ~~October 31~~April 30, 2009. Stock ~~from~~option ~~$5.7~~expense ~~million~~declined induring ~~the~~this ~~same~~quarter ~~period~~as ~~last~~the ~~year. The~~vesting ~~decrease~~and ~~includes~~expense aamortization ~~$0.6~~periods ~~million~~for ~~reduction~~stock inoptions held by the majority ~~personnel-related~~of ~~costs~~the ~~and~~G&A $0group had been completed.9 ~~million~~Staff inreductions ~~stock-based~~over ~~compensation~~the ~~due~~previous toyear ~~staff~~resulted ~~reductions~~in reduced personnel-related expenses. ~~Decreases~~Reductions to ~~professional~~accounting and consulting ~~corporate~~fees ~~expenses~~of $0.2 million were offset by ~~increased~~a ~~legal~~$0.2 million increase in legal fees incurred ~~due~~as toa result of the ~~pending~~impending ~~VSW~~Firstlight ~~merger~~Merger. General and administrative headcount decreased to an average of 1112 ~~for the nine months ended October 31, 2009 from an average of 17~~ in the ~~same~~first ~~period~~quarter ~~last~~of ~~year~~fiscal 2010.

Other income

Other income ~~decreased 97% to $35~~,~~000~~ ~~for~~which ~~the~~consists ~~nine~~almost ~~months~~entirely ~~ended~~of ~~October~~net 31interest income, ~~2009~~was ~~from~~ $~~1.2~~11,000 during ~~million in~~ the ~~same~~three ~~period last year. Other income for the nine~~ months ended ~~October~~April 3130, 2009. ~~consists~~Interest ~~primarily of interest~~ income~~. Other~~ ~~income~~decreased ~~for~~due ~~the same period last year total includes~~to ~~$0.7 million from satisfying an obligation for~~ the ~~delivery~~declining ~~of a discontinued product to a U.S. Government customer and $0.5 million of~~ interest ~~income.~~rates ~~The decrease~~as inwell ~~interest~~as ~~income was due to the combined effects of~~ a lower average ~~cash~~ cash balance ~~and declining interest rates~~.

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Liquidity and Capital Resources

~~Our~~On January 29, 2010 the Company adopted liquidation basis accounting and commenced the process of winding up the operations of the Business and distributing the remaining amounts to our shareholders. Our combined balance of cash and cash equivalents at ~~October~~April 3130, ~~2009~~2010 as compared to January 31, ~~2009~~2010 is summarized below (in thousands).

October 31, 2009

January 31, 2009

Change

April 30, 2010

January 31, 2010

Change

Cash and cash equivalents

154,~~572~~609

2212,~~754~~679

(78,~~182~~070

)

AtThe $8.1 ~~October~~million ~~31,~~decrease ~~2009~~in cash and cash equivalents during the three months ended April 30, ~~our~~2010 ~~principal~~includes ~~source~~a payment of ~~liquidity~~$1.3 ~~was~~million ~~cash~~at closing to VSW for the Merger in accordance with the Merger Agreement and a cash distribution of $5.4 ~~equivalents~~million ($0.10 per share) paid to shareholders on February 16, 2010. Payment of accrued liquidation costs consumed $151.64 million while accounts payable and accrued expenses payments totaling $0.5 million were offset by a $0.5 million increase in cash from the redemption of the certificate of deposit that was the security deposit for the lease of the Company’s former Carlsbad facility that expired in March 2010.

Operating activities used $7.3 million in cash during the nine months ended October 31, 2009. The principal use of cash from operating activities was the net loss of $8.4 million. Non-cash expenses consisting of depreciation of $409,000, the provision for doubtful accounts of $62,000 and stock-based compensation of $360,000 partially offset the net loss. Decreases to accounts receivable and prepaid expenses and other assets provided $344,000 and $227,000, respectively. Decreases to accounts payable and accrued expenses consumed $219,000 while decreases to deferred revenues used $8,000.

Operating activities consumed $11.7 million in cash during the nine months ended October 31, 2008. The primary use of cash from operating activities was the net loss of $15.0 million. The loss was reduced for non-cash expenses represented by depreciation of $2.2 million and stock-based compensation of $2.6 million. Increases to accounts receivable reduced operating cash by $0.7 million and payments of accounts payable and accrued expenses used $0.5 million. In addition, the Company recognized $0.6 million of deferred revenue which had been previously received

Investing activities consisting of equipment purchases of $43,000 offset by asset disposal proceeds of $35,000 used a net of $8,000 in cash during the nine months ended October 31, 2009. Investing activities used $1.0 million in cash during the nine months ended October 31, 2008. Purchases of equipment totaling $1.1 million were partially offset by proceeds from the sale of assets of $63,000.

There were no cash flows from financing activities for the nine months ended October 31, 2009. Financing activities provided a net of approximately $3.0 million during the nine months ended October 31, 2008. Funds of $4.0 million held in escrow were received upon the finalization of the sale of the RetrievalWare Enterprise Search Business to FAS, partially offset by the payment of the $1.0 million working capital adjustment that was paid during the quarter ended April 30, 2008.

On June 1, 2009, we announced our plans to merge our search business with Vertical Search Works, Inc. and our expectation to adopt a plan of dissolution with orderly wind down and liquidation of Convera before the closing of the merger. The merger with VSW contemplates the transfer of all the business assets and obligations of the search business, including $3.0 million in cash and a $1.0 million line of credit to VSW, subject to certain adjustments. The plan of dissolution contemplates a $10.0 million dividend to shareholders of record at the close of the transaction and an orderly wind up of Convera’s remaining obligations over the twelve months after closing. We believe that we have sufficient cash resources on hand to complete the merger and the plan of dissolution. We expect the conditions for the closing of the VSW transaction will be met early in 2010. However, we make no assurances that either the merger or the plan of dissolution will be completed.

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Item 3. Quantitative and Qualitative Disclosure about Market Risk

Currency Risk

Our market risk is principally confined to changes in foreign currency exchange rates. ~~With~~and ~~the~~potentially ~~closure~~adverse effects of ~~our~~differing ~~foreign~~tax ~~sales subsidiary located in the United~~structures. As ~~Kingdom~~of ~~international~~April ~~sales~~30, ~~are~~2010 ~~now~~approximately ~~made~~16% ~~from~~of our ~~U.S.~~cash ~~office~~ and ~~are~~cash ~~typically~~equivalents were denominated in ~~British~~Canadian ~~pounds~~dollars. ~~International~~ ~~revenues~~Cash ~~for~~equivalents ~~the~~consist ~~three and~~of ~~nine~~funds ~~month~~deposited ~~periods~~in money ~~ended~~market ~~October~~accounts ~~31,~~with ~~2009~~original ~~were~~maturities ~~approximately~~of ~~22%~~three ~~and~~months ~~21% of~~or ~~total revenues, respectively~~less. ~~For~~These ~~the~~money ~~three~~market ~~and~~funds ~~nine~~are ~~month periods~~only ~~ended~~invested ~~October~~in ~~31,~~US ~~2008~~Government ~~international~~notes ~~revenues~~and ~~were~~Treasury ~~approximately~~bills ~~47%~~ and ~~84%~~are ~~of total~~less ~~revenues,~~likely ~~respectively. As~~to ofbe negatively ~~October~~impacted ~~31,~~by ~~2009,~~redemptions ~~approximately 23%~~ of ~~total~~funds ~~consolidated~~than ~~accounts~~money ~~receivable~~market ~~was~~funds ~~denominated~~invested in ~~British~~ ~~pounds. The~~commercial ~~majority~~paper ofand ~~these~~other ~~receivables~~securities and consequently are ~~due~~considered ~~within~~more liquid. We 90also ~~days~~have ~~of the~~a ~~end~~certificate of ~~the~~deposit ~~third~~of ~~fiscal quarter~~$76,000 included ~~and~~in ~~all~~Other ~~receivables~~assets. Given ~~are~~the ~~due~~relatively ~~within~~short ~~one~~maturity periods ~~year. Additionally,~~of wethese ~~are~~cash ~~exposed~~equivalents, tothe ~~potential~~cost ~~foreign~~of ~~currency gains~~these orinvestments ~~losses~~approximates ~~resulting~~their ~~from~~fair values ~~intercompany~~and ~~accounts~~our ~~that~~exposure ~~are~~to ~~not~~fluctuations ofin ainterest ~~long-term~~rates is ~~nature~~limited.

As of October 31, 2009, approximately eight percent of our cash and cash equivalents were denominated in British pounds, EUROs or Canadian dollars.

Credit Risk

~~Financial instruments~~As ~~that potentially subject us to concentrations~~ of ~~credit risk consist~~ ~~primarily~~April of cash equivalents and accounts receivable. Cash equivalents consist of funds deposited in money market accounts with original maturities of nine months or less. These money market funds are only invested in US Government notes and Treasury bills and are less likely to be negatively impacted by redemptions of funds than money market funds invested in commercial paper and other securities and consequently are considered more liquid. We also have certificates of deposit of $7630,~~000~~ ~~and $450~~2010,~~000 included~~ ~~in Other assets which are pledged to collateralize letters of credit required for leased facilities. Given~~ the ~~relatively~~Company ~~short~~has ~~maturity periods~~no ofcustomers ~~these~~or ~~cash~~outstanding ~~equivalents, the cost of these investments approximates~~accounts ~~their fair values and our exposure to fluctuations in interest rates is limited~~receivable.

We believe that our investment policy limits our exposure to concentrations of credit risk. Our customers are primarily large publishing companies, many of which are located outside the United States. Our international operations have historically exposed us to longer accounts receivable and payment cycles and fluctuations. We extend credit to our customers based on an evaluation of the customer’s financial condition, typically without requiring a deposit or collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. We perform ongoing evaluations of our exposure for credit losses, examining our historical collection experience and our portfolio of customers, taking into consideration the general economic environment as well as the industry in which we operate. We currently maintain an allowance of $74,000 for anticipated losses and will periodically review whether this provision is adequate. The credit and financial markets are currently experiencing unprecedented volatility, stress, illiquidity and disruption around the world. Many of our customers may encounter much uncertainty and risks due to the weakening business environment and credit availability, particularly in the publishing area. As a result, these customers may be unable to satisfy their contract obligations, may delay payments, or may delay purchasing our services, which could negatively affect our business and financial performance.22

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Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Acting Chief Executive Officer and ~~Chief~~ Chief Financial Officer, evaluated the effectiveness of the design and operation of of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and determined that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation considered the procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

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(b) Changes in Internal Control over Financial Reporting

During the ~~period~~quarter ~~covered~~ended byApril ~~this~~30, ~~Quarterly~~2010, ~~Report~~our ondirector ~~Form~~of ~~10-Q~~internal audit left the company. In light of resource constraints and the current dissolution of the Company, ~~there~~we ~~was~~have no ~~change~~plans into replace this individual. We will continue to comply with our policies and procedures and will monitor the controls currently in place. Management will continually assess the effectiveness of our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) ~~that~~during ~~has~~the ~~materially affected, or~~fiscal ~~is reasonably likely to materially affect, our internal control over financial reporting~~year.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II-- OTHER INFORMATION

Item 1. Legal ProceedingsNone.

Item 1.	Unregistered Sales of Equity Securities and Use of Proceeds	None.


Item 1A.	Risk Factors

In addition to the information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended January 31, 2010, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes from the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended January 31, 2010.

Item 1A. Risk Factors

In addition to the information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended January 31, 2009, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes from the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended January 31, 2009 other than the following.

Our common stock may be involuntarily delisted from trading on NASDAQ if the closing bid prices of our common stock remain below $1.00 per share. A notification of delisting or a delisting of our common stock would adversely affect the price and liquidity of our common stock.

NASDAQ’s quantitative listing standards require, among other things, that listed companies maintain a minimum closing bid price of $1.00 per share. On September 15, 2009, we received a non-compliance notice from NASDAQ starting that for the preceding 30 consecutive business days the bid price of our common stock had closed below the minimum $1.00 per share required for continued inclusion on The NASDAQ Global Market under Marketplace Rule 5450(a)(1). The letter indicates that, in accordance with Marketplace Rule 5810(c)(3)(A), we will be provided with a grace period of 180 calendar days, or until March 15, 2010, to regain compliance with the minimum $1.00 per share minimum bid price requirement. NASDAQ’s staff may determine that we have regained compliance with Marketplace Rule 5450(a)(1) if at any time before March 15, 2010, the bid price of our common stock closes at $1.00 per share or more for a minimum of ten consecutive business days. If we cannot demonstrate that we have regained compliance within such time period, we will receive written notification that our securities are subject to delisting. A notification of delisting or delisting of our common stock could materially adversely affect the market price and market liquidity of our common stock and our ability to raise necessary capital. We are not presently considering any actions that may allow us to regain compliance with the NASDAQ continued listing standards and maintain our NASDAQ listing because, as disclosed by us in our press release on June 1, 2009 and current report on Form 8-K on June 4, 2009, we expect to adopt a plan of dissolution and file a certificate of dissolution to orderly wind down our business and operations. At that time, our listing on NASDAQ will cease, if not earlier.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	None.


Item 3.	Defaults upon Senior Securities	None.


Item 4.	Submission of Matters to Vote of Security Holders	None


Item 5.	Other Information	None.


Item 6.	Exhibits

Exhibit No.		Exhibit Title
31.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to Securities Exchange Act of 1934 Rules 13a-14(a) and 15d-14(a) (filed herewith)

32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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Exhibit No.		Exhibit Title
2.1		Amended and Restated Agreement and Plan of Merger by and among Convera Corporation, B2BNetSearch, Inc., Convera Technologies, LLC, Vertical Search Works, Inc., VSWI, Inc., VSW2, Inc., and Firstlight Online Limited, dated as of September 22, 2009 (incorporated by reference to Annex B to the Preliminary Information Statement filed on September 25, 2009 of Form 8-K filed June 4, 2009 )
2.2		Plan of Dissolution and Liquidation of Convera Corporation (incorporated by reference to Exhibit 2.2 of Form 8-K filed June 4, 2009)
10.1		Transition Agreement by and between Convera Corporation and Patrick C. Condo dated May 29, 2009 (incorporated by reference to Exhibit 10.1 of Form 8-K filed June 4, 2009)
10.2		Office Sublease (sublandlord – Regency Centers, L.P., 1919 Gallows Road, Vienna, Virginia) commencing August 16, 2009 (filed herewith)
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rules 13a-14(a) and 15d-14(a) (filed herewith)
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rules 13a-14(a) and 15d-14(a) (filed herewith)
32.1		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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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.
	CONVERA CORPORATION
December 15, 2009	By:/s/ Patrick C. Condo
June 14, 2010	By:/s/ Matthew G. Jones
	Patrick C. Condo
	President and Chief Executive Officer
	(Principal Executive Officer)
December 15, 2009	By:/s/ Matthew G. Jones
	Matthew G. Jones
	Chief Financial Officer
	Acting Chief Executive Officer and Chief Financial Officer
	(Principal Financial and Accounting Officer)
	(Principal Executive, Financial and Accounting Officer)

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