EXHIBIT 32
The following certification shall not be deemed "filed" for purposes of section
18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, whether made before or after the date hereof and irrespective of any
general incorporation language in any filings.
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
In connection with the Annual Report of Infocrossing, Inc. (the
"Company") on Form 10-K for the period ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each of
the undersigned, Zach Lonstein and William J. McHale, Chairman and Chief
Executive Officer and Chief Financial Officer, respectively, of the Company,
certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
/s/ ZACH LONSTEIN /s/ WILLIAM J. McHALE
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Zach Lonstein William J. McHale
Chairman and Chief Executive Officer Chief Financial Officer
March 16, 2005 March 16, 2005
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.