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

                                   FORM 10-QSB

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

                  For the quarterly period ended     March 31, 2003
                                                 -----------------------

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

             For the transition period from__________ to __________

                        Commission file number: 0 - 50235
                                                ---------


                         PERFORMANCE CAPITAL MANAGEMENT, LLC
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               California                                 03-0375751
     ------------------------------             -------------------------------
     State or other jurisdiction of            (IRS Employer Identification No.)
     incorporation or organization


          222 South Harbor Blvd., Suite 400, Anaheim, California 92805
    ------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (714) 502-3780
                          ---------------------------
                          (Issuer's telephone number)


       ____________________________________________________________________
    (Former name, former address and former fiscal year, if changed since last
                                    report.)

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date: As of March 31, 2003, the issuer had
571,550  LLC  Units  issued  and  outstanding.


Transitional Small Business Disclosure Format (Check one):  Yes  [ ]  No  [X]


<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                                    INDEX TO
                         QUARTERLY REPORT ON FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 2003


PART I  - FINANCIAL INFORMATION                                             PAGE

Item 1    Financial Statements

          Accountants' Review Report . . . . . . . . . . . . . . . . . . . . .1

          Balance Sheet as of March 31, 2003 (unaudited) and December
          31, 2002 (audited) . . . . . . . . . . . . . . . . . . . . . . . . .2

          Statements of Operations for the three months ended March 31,
          2003 and the period from February 4, 2002 (Inception) to
          March 31, 2002 (unaudited) . . . . . . . . . . . . . . . . . . . . .3

          Statements of Members' Equity for the three months ended
          March 31, 2003 (unaudited) and the year ended December 31,
          2002 (audited) . . . . . . . . . . . . . . . . . . . . . . . . . . .4

          Statements of Cash Flows for the three months ended
          March 31, 2003 and the period from February 4, 2002 (Inception)
          to March 31, 2002 (unaudited). . . . . . . . . . . . . . . . . . . .5

          Notes to the Financial Statements (unaudited). . . . . . . . . . . .6

Item 2    Management's Discussion and Analysis of Financial Condition
          and Results of Operations. . . . . . . . . . . . . . . . . . . . . 16

Item 3    Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . 20

PART II - OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 21

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS



[MOORE STEPHENS WURTH FRAZER AND TORBET, LLP LETTERHEAD]



To  the  Board  of  Directors
Performance  Capital  Management,  LLC
Anaheim,  California

We  have  reviewed  the  accompanying  balance  sheet  of  Performance  Capital
Management,  LLC as of March 31, 2003, and the related statements of operations,
members' equity and cash flows for the three months ended March 31, 2003 and the
period  from  inception (February 4, 2002) through March 31, 2002, in accordance
with  Statements  on  Standards for Accounting and Review Services issued by the
American  Institute of Certified Public Accountants. All information included in
these  financial  statements  is  the  representation  of  the  management  of
Performance  Capital  Management,  LLC.

A  review  of  interim  financial  information  consists principally of applying
analytical  procedures and making inquiries of persons responsible for financial
and  accounting  matters.  It  is  substantially  less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of  an  opinion  regarding  the financial statements taken as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to the accompanying financial statements referred to above for them to
be  in  conformity  with  accounting principles generally accepted in the United
States  of  America.

We  have  previously  audited,  in  accordance with auditing standards generally
accepted  in  the  United  States  of  America, the balance sheet of Performance
Capital  Management,  LLC as of December 31, 2002, and the related statements of
operations,  members'  equity  and  cash  flows  for  the  period from inception
(February  4, 2002) through December 31, 2002 (not presented herein); and in our
report  dated  March  20,  2003,  we  expressed  an unqualified opinion on those
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  balance  sheet  as  of December 31, 2002, is fairly stated, in all
material  respects,  in  relation  to  the  balance sheet from which it has been
derived.


/s/ Moore Stephens Wurth Frazer And Torbet, LLP

May 12, 2003
City of Industry, California


                                        1
<PAGE>
<TABLE>
<CAPTION>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                                 BALANCE SHEETS
                   AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


                                                     March 31,   December 31,
                                                       2003          2002
                                                    (unaudited)   (audited)
                                                    -----------  -------------
<S>                                                 <C>          <C>
                                 ASSETS
                                 ------

     Cash and cash equivalents                      $ 1,685,785  $     850,139
     Restricted cash                                     21,408         21,395
     Other receivables                                   37,815         47,615
     Contract receivable                                103,048              -
     Purchased loan portfolios, net                   2,815,179      4,044,194
     Property and equipment, net                        531,136        578,963
     Deposits                                            56,588         56,588
     Prepaid expenses and other assets                   97,724         69,187
                                                    -----------  -------------

            Total assets                            $ 5,348,683  $   5,668,081
                                                    ===========  =============



                     LIABILITIES AND MEMBERS' EQUITY
                     -------------------------------

LIABILITIES:
     Accounts payable                               $   174,718  $     130,421
     Pre-petition claims                                107,685        139,737
     Accrued liabilities                                492,329        502,279
     Income taxes payable                                19,538         16,590
                                                    -----------  -------------
          Total liabilities                             794,270        789,027

COMMITMENTS AND CONTINGENCIES                                 -              -

MEMBERS' EQUITY                                       4,554,413      4,879,054
                                                    -----------  -------------

            Total liabilities and members' equity   $ 5,348,683  $   5,668,081
                                                    ===========  =============
</TABLE>

         The accompanying notes are an integral part of this statement.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND FROM
                 FEBRUARY 4, 2002 (INCEPTION) TO MARCH 31, 2002
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


                                                  March 31,     March 31,
                                                     2003         2002
                                                 (unaudited)   (unaudited)
                                                 ------------  -----------
<S>                                              <C>           <C>
  REVENUES:
       Portfolio collections                     $ 2,639,618   $1,210,119
       Portfolio sales                               345,961       60,843
                                                 ------------  -----------
            Total revenues                         2,985,579    1,270,962
       Less portfolio basis recovery               1,578,966      899,587
                                                 ------------  -----------

  NET REVENUES                                     1,406,613      371,375
                                                 ------------  -----------

  OPERATING COSTS AND EXPENSES:
       Salaries and benefits                       1,120,108      797,977
       General and administrative                    545,693      384,012
       Depreciation                                   51,501       34,387
                                                 ------------  -----------
            Total operating costs and expenses     1,717,302    1,216,376
                                                 ------------  -----------

  LOSS FROM OPERATIONS                              (310,689)    (845,001)
                                                 ------------  -----------

  OTHER INCOME (EXPENSE):
       Reorganization costs                          (23,523)     (53,598)
       Interest income                                 1,935       25,257
       Other income                                   10,584       12,902
                                                 ------------  -----------
            Total other expense, net                 (11,004)     (15,439)
                                                 ------------  -----------

  LOSS BEFORE INCOME TAX PROVISION                  (321,693)    (860,440)

  INCOME TAX PROVISION                                 2,948        2,948
                                                 ------------  -----------

  NET LOSS                                       $  (324,641)  $ (863,388)
                                                 ============  ===========
</TABLE>

         The accompanying notes are an integral part of this statement.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                      PERFORMANCE CAPITAL MANAGEMENT, LLC

                          STATEMENTS OF MEMBERS' EQUITY
                  (See Independent Accountants' Review Report)
                  --------------------------------------------

                                                                               Total
                                               Unreturned     Accumulated     Members'
                                                 Capital        Deficit        Equity
                                              -------------  -------------  -------------
<S>                                           <C>            <C>            <C>
Balance, February 4, 2002                     $ 38,116,880   $(18,239,185)  $ 19,877,695

Distribution to investors                      (12,000,000)             -    (12,000,000)

Net loss                                                 -       (863,388)      (863,388)
                                              -------------  -------------  -------------

Balance, March 31, 2002                         26,116,880    (19,102,573)     7,014,307

Net loss                                                 -     (2,135,253)    (2,135,253)
                                              -------------  -------------  -------------

Balance, December 31, 2002                      26,116,880    (21,237,826)     4,879,054

Net loss                                                 -       (324,641)      (324,641)
                                              -------------  -------------  -------------

Balance, March 31, 2003                       $ 26,116,880   $(21,562,467)  $  4,554,413
                                              =============  =============  =============
</TABLE>

         The accompanying notes are an integral part of this statement.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                      PERFORMANCE CAPITAL MANAGEMENT, LLC

                                           STATEMENTS OF CASH FLOWS
                                 FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND
                             FROM FEBRUARY 4, 2002 (INCEPTION) TO MARCH 31, 2002
                                 (See Independent Accountants' Review Report)
                                 --------------------------------------------

                                                                           March 31, 2003    March 31, 2002
                                                                            (unaudited)       (unaudited)
                                                                          ----------------  ----------------
<S>                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                             $      (324,641)  $      (863,388)
     Adjustments to reconcile net loss to net cash
          provided by (used in) operating activities:
               Depreciation                                                        51,501            34,387
               Decrease in other receivable                                         9,800            84,211
               Increase in contract receivable                                   (103,048)
               Increase in other current assets                                   (28,537)          (38,615)
               Decrease in loan portfolios                                      1,229,015           199,536
               Increase (decrease) in accounts payable                             44,297           (65,833)
               Decrease in pre-petition claims                                    (32,052)           (2,394)
               (Decrease) increase in accrued liabilities                          (9,950)           64,602
               Increase in income taxes payable                                     2,948             2,948
                                                                          ----------------  ----------------
                    Net cash provided by (used in) operating activities           839,333          (584,546)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property and equipment                                           (3,674)                -

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distribution to investors                                                          -       (12,000,000)
                                                                          ----------------  ----------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                           835,659       (12,584,546)

CASH AND CASH EQUIVALENTS, beginning of period                                    871,534        15,529,574
                                                                          ----------------  ----------------

CASH AND CASH EQUIVALENTS, end of period                                  $     1,707,193   $     2,945,028
                                                                          ================  ================

SUPPLEMENTAL DISCLOSURE FOR CASH FLOW INFORMATION:

     Income taxes paid                                                    $             -   $        10,874
                                                                          ================  ================

     Interest paid                                                        $             -   $             -
                                                                          ================  ================
</TABLE>

         The accompanying notes are an integral part of this statement.


                                        5
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE  1  -  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Performance  Capital  Management, LLC ("PCM LLC" or "the Company") is engaged in
the business of acquiring assets originated by federal and state banks and other
sources,  for  the  purpose  of  generating  income and cash flow from managing,
collecting,  or  selling  those  assets.  These  assets  consist  primarily  of
non-performing  credit  card  loan  portfolios  and  are  purchased  and sold as
portfolios  ("portfolios").  Additionally,  some  of  the  loan  portfolios  are
assigned  to  third  party  agencies  for  collection.

Reorganization  Under  Bankruptcy
---------------------------------

PCM  LLC  was  formed  under  a  Chapter  11  Bankruptcy Reorganization Plan and
operating  agreement.  The  plan called for the consolidation of five California
limited  partnerships  and  a  California  Corporation  into  the new California
Limited Liability Company.  The five California limited partnerships were formed
for  the  purpose  of  acquiring  investments  in  or  direct  ownership  of
non-performing credit card loan portfolios from financial institutions and other
sources.  The  general partner for the partnerships was Performance Development,
Inc.,  a  California  corporation  ("PDI").  PDI  was removed as general partner
during  bankruptcy.  The  assets  of  the  five  limited  partnerships consisted
primarily  of  non-performing  credit  card loans, as well as cash.  PCM LLC was
formed on January 14, 2002 and commenced operations upon the confirmation of its
Bankruptcy Reorganization Plan ("Reorganization Plan") on February 4, 2002.  The
entities  that  were  consolidated under the Reorganization Plan are as follows:

Performance  Asset  Management  Fund  ,  Ltd.,-  (PAM),  a  California  Limited
Partnership,  formed  in  1991.  Units  in  PAM were sold in a private placement
offering.  PAM  raised  $5,205,000  in  gross  proceeds  from  the  sale  of its
partnership  units.  PAM  was  not  subject to the reporting requirements of the
Securities  and  Exchange  Commission.

Performance   Asset  Management  Fund  II  ,  Ltd.,-  (PAMII),  a  California
Limited  Partnership,  formed  in 1992.  Units in PAMII were sold in  a  private
placement  offering.  PAMII raised $7,670,000 in gross proceeds from the sale of
its  partnership  units.  PAMII was not subject to the reporting requirements of
the  Securities  and  Exchange  Commission.

Performance  Asset  Management  Fund  III, Ltd.,- (PAMIII), a California Limited
Partnership,  formed  in  1992. Units in PAMIII were sold in a private placement
offering  on  a "best efforts" basis. PAMIII raised $9,990,000 in gross proceeds
from  the sale of its partnership units. PAMIII was a public limited partnership
that  was  subject  to the reporting requirements of the Securities and Exchange
Commission.

Performance  Asset  Management  Fund  IV,  Ltd., - (PAMIV), a California Limited
Partnership,  formed in 1992. Units in PAMIV were sold in an intrastate offering
to  residents of California. PAMIV raised $28,595,000 in gross proceeds from the
sale  of  its partnership units. PAMIV was a public limited partnership that was
subject to the reporting requirements of the Securities and Exchange Commission.

Performance   Asset   Management  Fund V,  Ltd., - (PAMV), a  California Limited
Partnership,  formed  in  1994.  Units  in PAMV were sold in a private placement
offering.  PAMV  raised  $5,965,000  in  gross  proceeds  from  the  sale of its
partnership  units.   PAMV  was not subject to the reporting requirements of the
Securities  and  Exchange  Commission.

Performance  Capital  Management,  Inc.  (PCM  INC),  a  California  corporation
incorporated  in  January  1993.  PCM  INC  identified  potential  portfolio
acquisitions,  performed  due  diligence in conjunction with potential portfolio
acquisitions,  acquired  portfolios, and through joint ventures with the limited
partnerships  (PAM,  PAMII, PAMIII, PAMIV, and PAMV) collected and sold acquired
portfolios.  The  limited  partnerships  (PAM,  PAMII,  PAMIII, PAMIV, and PAMV)
collectively  obtained  98.5% of the outstanding shares of PCM INC. The minority
interest  of  1.5%  was  effectively  eliminated  in  the  bankruptcy  plan.


                                        6
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE  1  -  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS  (CONTINUED)

Pre-Petition  Operations
------------------------

At all times before the bankruptcy, Vincent Galewick was the sole or controlling
shareholder  of  PCM  INC and PDI which served as general partner of the limited
partnerships  (PAM,  PAMII,  PAMIII,  PAMIV, and PAMV). A total of approximately
$57.4  million  was  raised  over  the  period  1991  to 1994 by selling limited
partnership interests in PAM, PAMII, PAMIII, PAMIV, and PAMV. Approximately $8.7
million  was  deducted  for brokerage and organizational expenses. Approximately
$49  million  was  used  to purchase non-performing credit card loan portfolios.
These  portfolios  were typically purchased by the limited partnerships from PCM
INC.  PCM  INC  also  collected  the  portfolios  under joint venture agreements
between  itself  and  the  limited  partnerships.

In  the  normal  course  of  business,  loan  portfolios  would  be  purchased,
collections  would  be made and in some cases the portfolios were sold.  PCM INC
was  in  the  business  of  managing  these  loan  portfolios.

PCM INC generally charged a "mark-up" to the limited partnerships for portfolios
purchased  for  the  limited  partnerships.  This  markup averaged 35% above the
price  PCM  INC  paid  for  the portfolios on the open market.  PCM INC was also
contractually entitled to receive 45% of all monies collected on the portfolios.

In addition, PDI, former general partner of the limited partnerships, received a
management fee from the limited partnerships ranging from 2 to 2 1/2% of the net
asset  value  of  the loan portfolio on an annual basis and 10% of the amount of
any  distributions  to  the  limited  partners.

Numerous  issues  and claims were settled between the parties by the bankruptcy.
This  settlement  referred  to as "Intercompany Settlement" removed Mr. Galewick
from  any  further  role in the affairs of PCM INC and the limited partnerships,
transferred  to  the  Trustee  all claims of Mr. Galewick and others against the
limited  partners  and  controlling  interest  in  PCM INC thereby according the
limited  partners control over the entity which administered their assets.   The
Trustee  and  a  committee of equity security holders representing the PAM Funds
released  any  claims  of  the  debtor's  estate  against  Mr.  Galewick and Mr.
Galewick's  affiliates.  Inter-debtor  claims  were released and withdrawn.  Mr.
Galewick  received  consideration  from  the  bankruptcy  estates of the limited
partners.  As part of the settlement, PDI was removed as general partner and the
Trustee  resigned  as  Trustee  for  PDI,  thus  returning control of PDI to Mr.
Galewick.

The  following  is  a  summary  of the ownership interest of Performance Capital
Management,  LLC  pursuant  to  the  terms  of  the  Reorganization  Plan:

Member's  Number of    Number of        Percentage
  Name    Investors  PCM LLC Units  Interest in PCM LLC
--------  ---------  -------------  -------------------

PAM             370         52,050                    9
PAMII           459         76,700                   14
PAMIII          595         99,900                   17
PAMIV          1153        285,950                   50
PAMV            327         56,950                   10
                     -------------  -------------------
   Totals                  571,550                  100
                     =============  ===================


                                        7
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)

The  Reorganization  Plan  calls  for  distributions to be made first to the LLC
Members  to  the  extent  of  and  in  proportion  to  their  unreturned Capital
Contributions;  and  thereafter  to  the  LLC  Members  in  proportion  to their
respective  percentage  ownership  interest.

The  combination  of  the  Partnerships and PCM INC is summarized as follows (in
thousands):

<TABLE>
<CAPTION>
                                   PAM      PAMII     PAMIII    PAMIV      PAMV     PCM INC     Total
                                -----------------------------------------------------------------------
<S>                             <C>        <C>       <C>       <C>       <C>       <C>        <C>
Sale of Limited
  Partnership Units             $  5,205   $ 7,670   $ 9,990   $28,595   $ 5,965   $      -   $ 57,425

Distributions
  to Investors                    (3,704)   (4,137)   (3,719)   (6,920)     (829)         -    (19,309)
                                -----------------------------------------------------------------------

Unreturned Capital                 1,501     3,533     6,271    21,675     5,136          -     38,116

Accumulated Deficit                 (288)   (1,333)   (2,424)   (9,330)   (2,561)    (2,302)   (18,238)
                                -----------------------------------------------------------------------

Cash and Net Assets
  Transferred to PCM LLC        $  1,213   $ 2,200   $ 3,847   $12,345   $ 2,575   $ (2,302)    19,878
                                ============================================================
-------------------------------------------------------------------------------------------------------

2002 Distribution to Investors                                                                 (12,000)

Net Loss For The Year Ended
  December 31, 2002                                                                             (2,999)
                                                                                              ---------

Members' Equity PCM, LLC
  at December 31, 2002                                                                           4,879

Net Loss For The Three Months
  Ended March 31, 2003                                                                            (325)
                                                                                              ---------

Members' Equity PCM, LLC
  at March 31, 2003                                                                           $  4,554
                                                                                              =========
</TABLE>

Performance  Asset  Management  Fund  III, Ltd. and Performance Asset Management
Fund  IV,  Ltd.,  were  reporting  entities under the Securities Exchange Act of
1934.  PAM,  PAMII,  PAMV,  and PCM INC were not reporting entities. It has been
determined  that  Performance  Capital  Management, LLC is a "successor company"
under  rule  12g-3  of  the  Securities  Exchange  Act of 1934, and therefore is
subject  to  the  reporting requirements of the Securities Exchange Act of 1934.
PCM  LLC's LLC units are not publicly traded securities. The Reorganization Plan
placed  certain  restrictions  on  the  transfer  of  members'  interests.


NOTE  2  -  BASIS  OF  PRESENTATION

Reporting  Entity
-----------------

The Company is a successor entity of six companies emerging from bankruptcy (see
Note  1).  The  accompanying  balance sheets, statements of operations, members'
equity,  and  cash  flows  include balances and transactions since the emergence
from  bankruptcy.


                                        8
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE  2  -  BASIS  OF  PRESENTATION  (CONTINUED)

Transfer  of  Assets  to  Successor  Company
--------------------------------------------

Assets  were  transferred  at  historical  carrying  values  and  post-petition
liabilities were assumed as required by the bankruptcy confirmation plan.


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Use  of  Estimates
------------------

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

Significant  estimates  have  been made by management with respect to the timing
and  amount  of  collection of future cash flows from non-performing credit card
loan  portfolios.  Among  other  things,  the estimated future cash flows of the
portfolios  are  used  to recognize impairment in the purchased loan portfolios.
Management  reviews  the  estimate  of  future collections, and it is reasonably
possible  that  these  estimates  may  change  based on actual results and other
factors.  A  change  could  be  material  to  the  financial  statements.

Purchased  Loan  Portfolios
---------------------------

Purchased  loan  portfolios  consisted  primarily  of non-performing credit card
accounts.  For  substantially all the Company's acquired portfolios, future cash
flows  cannot  be  reasonably  estimated  in order to record an accretable yield
consistently.  Therefore,  the  Company  utilizes  the  cost  recovery method as
required  by AICPA Practice Bulletin 6.  Application of the cost recovery method
requires  that any amounts received be applied first against the recorded amount
of  the  portfolios;  when  that amount has been reduced to zero, any additional
amounts  received  are  recognized  as  net  revenue.  Acquired  portfolios  are
initially  recorded  at  their  respective  costs,  and  no  accretable yield is
recorded  on  the  accompanying  balance  sheet.

The Company provides a valuation allowance for acquired loan portfolios when the
present value of expected future cash flows do not exceed the carrying values of
the  portfolios.

Over the life of the portfolio, the Company's management continues to review the
carrying  values  of  each portfolio for impairment. If net estimated cash flows
fall  below the carrying value of the related portfolio, the valuation allowance
is  adjusted accordingly. Adjustments to the valuation allowance are recorded in
the  statement  of  operations  as  a  provision  for losses on loan portfolios.

Cash  and  Cash  Equivalents
----------------------------

PCM  LLC  defines  cash  equivalents  as  cash,  money  market  investments, and
overnight  deposits  with  original  maturities of less than three months.  Cash
equivalents  are  valued  at  cost,  which  approximates  market.   The  Company
maintains cash balances which exceeded federally insured limits by approximately
$1,845,000  as of March 31, 2003.  The Company has not experienced any losses in
such  accounts.  Management  believes it is not exposed to any significant risks
on  cash  in  bank  accounts.


                                        9
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property  and  Equipment
------------------------

Property and equipment are carried at cost and depreciation is computed over the
estimated  useful  lives  of the assets ranging from 3 to 7 years.  PCM LLC uses
the  straight-line  method  of depreciation.  Property and equipment transferred
under  the Reorganization Plan were transferred at net book value.  Depreciation
is  computed  on  the  remaining  useful  life  at  the  time  of  transfer.

The  related  cost  and  accumulated depreciation of assets retired or otherwise
disposed  of  are  removed  from  the accounts and the resultant gain or loss is
reflected  in  earnings.  Maintenance  and  repairs are expensed currently while
major  betterments  are  capitalized.

Long-term  assets  of PCM LLC are reviewed annually as to whether their carrying
value  has  become  impaired.  Management considers assets to be impaired if the
carrying  value exceeds the future projected cash flows from related operations.
Management  also  re-evaluates  the periods of amortization to determine whether
subsequent  events  and circumstances warrant revised estimates of useful lives.
As  of  March 31, 2003, management expects these assets to be fully recoverable.

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

Revenue  is  accounted  for  using  the  cost  recovery  method of accounting in
accordance  with  Practice Bulletin No. 6, "Amortization of Discounts on Certain
Acquired  Loans".  Under  the  cost  recovery  method  of  accounting,  all cash
receipts relating to individual loan portfolios are applied first to recover the
cost  of  the  portfolios,  prior  to recognizing any revenue.  Cash receipts in
excess  of cost of purchased loan portfolios are then recognized as net revenue.

Loan portfolio sales occur after the initial portfolio analysis is performed and
the loan portfolio is acquired.  Portfolios sold typically do not meet PCM LLC's
targeted collection characteristics or are located in geographic areas where PCM
LLC is not licensed to collect.  Loan portfolios sold are valued at the lower of
cost  or  market.

Proceeds  from  strategic  sales of purchased loan portfolios, net of cost basis
recovery, are recorded as net revenue when received.

Income  Taxes
-------------

PCM LLC is treated as a partnership for Federal income tax purposes and does not
incur  Federal  income  taxes.  Instead, its earnings and losses are included in
the  personal  returns  of  its  members.

PCM  LLC  is  also  treated as a partnership for state income tax purposes.  The
State  of  California  imposes  an  annual  corporation filing fee and an annual
limited  liability  company  fee.


NOTE  4  -  RECENT  ACCOUNTING  PRONOUNCEMENTS

During June of 2001, the FASB issued Statement of Financial Accounting Standards
No.  141,  "Business  Combinations"  ("FAS  141")  and  Statement  of  Financial
Accounting  Standards  No.  142,  "Goodwill  and  Other Intangible Assets" ("FAS
142").

FAS  141  requires  use  of  the  purchase method of accounting for all business
combinations initiated after June 30, 2001, provides specific guidance on how to
identify  the  accounting  acquirer in a business combination, provides specific
criteria  for  recognizing  intangible  assets  apart from goodwill and requires
additional financial statement disclosures regarding business combinations.  FAS
141  will  impact  the Company's accounting for any business combinations it may
enter  into in the future. However, FAS 141's adoption did not have an impact on
the  Company's  financial  condition  or  results  of  operations.


                                       10
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE  4  -  RECENT  ACCOUNTING  PRONOUNCEMENTS  (CONTINUED)

FAS  142 addresses the accounting for goodwill and other intangible assets after
their initial recognition. FAS 142 changes the accounting for goodwill and other
intangible assets by replacing periodic amortization of the asset with an annual
test  of  impairment  of  goodwill  at either the reporting segment level or one
level  below,  providing  for similar accounting treatment for intangible assets
deemed  to  have  an indefinite life. Assets with finite lives will be amortized
over  their  useful  lives.  FAS  142  also  provides  for  additional financial
statement disclosures about goodwill and intangible assets.  FAS 142 will impact
the  Company's accounting for any business combinations it may enter into in the
future.  However,  FAS  142's  adoption  did not have an impact on the Company's
financial  condition  or  results  of  operations.

In  June  2001,  the FASB issued Statement of Financial Accounting Standards No.
143,  "Accounting for Asset Retirement Obligations" ("FAS 143"). FAS 143 changes
the  recorded  amount  of  liabilities  associated  with  asset  retirements and
requires the accretion of interest expense over the remaining life of the asset.
FAS  143  also  requires  additional  disclosure  regarding  asset  retirement
obligations.  This  Statement is effective for fiscal years beginning after June
15,  2002.  The  adoption  of  this  statement  did  not  have  an impact on the
Company's  financial  condition  or  results  of  operations.

In  August 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for  the  Impairment  or Disposal of Long-Lived Assets" ("FAS
144").  FAS  144  retains the existing requirements to recognize and measure the
impairment  of  long-lived  assets  to  be held and used or to be disposed of by
sale. However, FAS 144 changes the scope and certain measurement requirements of
existing  accounting guidance. FAS 144 also changes the requirements relating to
reporting  the  effects  of  a  disposal  or  discontinuation  of a segment of a
business.  This Statement is effective for fiscal years beginning after December
15,  2001.  The  adoption of this statement did not have a significant impact on
the  financial  condition  or  results  of  operations  of  the  Company.

In  April  2002, the FASB issued Statement of Financial Accounting Standards No.
145  "Rescission of Statements No. 4, 14 and 64, Amendment of FASB Statement No.
13 and Technical Corrections." ("FAS 145").  This Statement rescinds SFAS No. 4,
"Reporting  Gains  and  Losses from Extinguishment of Debt," and an amendment of
that  Statement,  SFAS  No.  64,  "Extinguishments  of  Debt  Made  to  Satisfy
Sinking-Fund  Requirements."  This  Statement  also  rescinds  SFAS  No.  44,
"Accounting for Intangible Assets of Motor Carriers." This Statement amends SFAS
No.  13,  "Accounting  for  Leases,"  to eliminate any inconsistency between the
required  accounting for sale-leaseback transactions and the required accounting
for  certain  lease modifications that have economic effects that are similar to
sale-leaseback  transactions.  FAS  145 also amends other existing authoritative
pronouncements  to  make  various  technical  corrections,  clarify meanings, or
describe  their  applicability  under  changed  conditions.  This  Statement  is
effective  for  fiscal years beginning after May 15, 2002.  The adoption of this
statement  did  not  have  a  significant  impact  on the financial condition or
results  of  operations  of  the  Company.

In  June  2002,  the FASB issued Statement of Financial Accounting Standards No.
146,  "Accounting  for  Costs  Associated with Exit or Disposal Activities." The
standard  requires companies to recognize costs associated with exit or disposal
activities  when  they  are incurred rather than at the date of commitment to an
exit  or  disposal plan. Examples of costs covered by the standard include lease
termination  costs and certain employee severance costs that are associated with
restructuring, discontinued operations, plant closing, or other exit or disposal
activity.  Previous  accounting  guidance  was  provided by EITF Issue No. 94-3,
"Liability  Recognition  for  Certain  Costs,  Employee Termination Benefits and
Other  Costs  to  Exit  an  Activity  (including  Certain  Costs  Incurred  in a
Restructuring)."  SFAS  No.  146  replaces  EITF  94-3  and  is  to  be  applied
prospectively  to exit or disposal activities initiated after December 31, 2002.
The  adoption  of  this  statement  did  not  have  a  significant impact on the
financial  condition  or  results  of  operations  of  the  Company.

In  November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness  of  Others  (FIN  45).  FIN 45 requires the recognition of certain
guarantees  as  liabilities at fair market value and is effective for guarantees
issued  or  modified  after


                                       11
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE  4  -  RECENT  ACCOUNTING  PRONOUNCEMENTS  (CONTINUED)

December  31, 2002. The Company has adopted the disclosure requirement of FIN 45
and  does  not  expect the impact of the fair market value requirement to have a
material  impact  on  its  financial  condition  or results of operations of the
Company.

In  December  2002,  the FASB issued Statement of Financial Accounting Standards
No.  148  "Accounting for Stock-Based Compensation - Transition and Disclosure".
The  statement  allows  for the Company's current method of accounting for stock
options  to continue. Effective for interim periods beginning after December 15,
2002,  disclosure  will  be  required for information on the fair value of stock
options  and the effect on earnings per share (in tabular form) for both interim
and  annual  reports.  The adoption of this statement did not have a significant
impact  on  the  financial  condition  or  results of operations of the Company.


NOTE  5  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  estimated  fair  value and the methods and assumptions used to estimate the
fair values of the financial instruments of the Company as of March 31, 2003 and
2002  are  as  follows.  The  carrying  amount  of  cash  and  cash equivalents,
restricted  cash  and  liabilities approximate the fair value. The fair value of
purchased  loan  portfolios  was  determined  based  on  both market pricing and
discounted expected cash flows. The discount rate is based on an acceptable rate
of  return  adjusted  for the risk inherent in the loan portfolios. The discount
rate  utilized  at  March  31, 2003 and December 31, 2002 was 20%. The estimated
fair  value of loan portfolios was $16,600,000 and $15,000,000 at March 31, 2003
and  December  31,  2002,  respectively.


NOTE  6  -  PURCHASED  LOAN  PORTFOLIOS

The Company acquires portfolios of non-performing credit card loans from federal
and  state  banks  and other sources.  These loans are acquired at a substantial
discount  from  the  actual  outstanding  balance.  The  aggregate  outstanding
contractual  loan  balances  at  March  31,  2003  and December 31, 2002 totaled
approximately  $1.1  billion  and  $1.1  billion,  respectively.

The  Company  initially  records  acquired loans at cost. To the extent that the
cost  of a particular loan portfolio exceeds the discounted present value of the
estimated  amount  of  money  expected to be collected, a valuation allowance is
recognized  in  the  amount  of  such  impairment.

The  carrying amount of loans included in the accompanying balance sheets are as
follows:

                                        As of                As of
                                    March 31, 2003     December 31, 2002
                                  ------------------  -------------------
Unrecovered cost balance,
  beginning of period             $       9,517,146   $       10,236,158
Valuation allowance,
  beginning of period                    (5,472,952)          (5,472,952)
                                  ------------------  -------------------
Net balance, beginning of period          4,044,194            4,763,206
Net portfolio activity                   (1,229,015)            (719,012)
                                  ------------------  -------------------
Net balance, end of period        $       2,815,179   $        4,044,194
                                  ==================  ===================


                                       12
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE 6 - PURCHASED LOAN PORTFOLIOS (CONTINUED)

The  activity in the loan portfolios in the accompanying financial statements is
as  follows:

                                        Three months        From February 4,
                                           ended          2002 (Inception) to
                                       March 31, 2003       March 31, 2002
                                   ---------------------  ------------------

Purchases of loan portfolios       $            349,951   $         700,050
Collections on loan portfolios               (2,639,618)         (1,210,120)
Sales of loan portfolios                       (345,961)            (60,843)
Revenue recognized on collections             1,351,509             349,352
Revenue recognized on sales                      55,104              22,024
                                   ---------------------  ------------------
Net portfolio activity             $         (1,229,015)  $        (199,537)
                                   =====================  ==================


The  valuation  allowance  related  to  the  loan portfolios in the accompanying
financial  statements  are  as  follows:

                                                As of              As of
                                           March 31, 2003    December 31, 2002
                                          -----------------  ------------------

Valuation allowance, beginning of period  $       5,472,952  $        5,472,952
Change in valuation allowance                             -                   -
                                          -----------------  ------------------
Valuation allowance, end of period        $       5,472,952  $        5,472,952
                                          =================  ==================


NOTE  7  -  OTHER  RECEIVABLES

Other receivables consist of collections on portfolios received by a third party
collection  agency.


NOTE  8  -  CONTRACT RECEIVABLE

The  Company  has  a  contract receivable related to the sale of loan portfolios
from a third party in the amount of $103,048 as of March 31, 2003. This contract
is non-interest bearing and payable in six equal monthly installments commencing
on  April  15,  2003  and  is  secured  by  a  letter  of  credit.


NOTE  9  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  is  as  follows:

                                      As of               As of
                                  March 31, 2003    December 31, 2002
                                ------------------  ------------------

Office furniture and equipment  $          272,111  $          269,685
Computer equipment                         467,242             465,994
Leasehold improvements                      36,982              36,981
                                ------------------  ------------------
  Totals                                   776,335             772,660
Less accumulated depreciation              245,199             193,697
                                ------------------  ------------------
  Property and equipment, net   $          531,136  $          578,963
                                ==================  ==================


                                       13
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE  9  -  PROPERTY  AND  EQUIPMENT  (CONTINUED)

Depreciation  expense  for  the three months ended March 31, 2003 and the period
from  inception  (February  4,  2002)  to March 31, 2002 amounted to $51,501 and
$34,387  respectively.


NOTE  10  -  PRE-PETITION  CLAIMS

Under  the  Reorganization  Plan  PCM  LLC  was  required to pay certain allowed
pre-petition  claims  and professional fees totaling to approximately $1,400,000
of  which  $884,274  remained  outstanding  at inception (February 4, 2002).  At
March  31,  2003  all  of  these  claims  had  been  paid  or settled except for
approximately  $28,000  which  was  related primarily to operating expenses.  At
March  31,  2003,  the  Company  has approximately $108,000 accrued to cover the
pre-petition  claims  and  related  expenses.


NOTE  11  -  COMMITMENTS  AND  CONTINGENCIES

Lease  Commitments
------------------

The  Company  currently  leases  office  space  in  Anaheim,  California under a
non-cancelable  five  year  operating lease.  Under the lease agreement, PCM LLC
must  pay  a basic monthly rental charge plus a portion of the building's common
area  expenses.

Future minimum lease commitments as of March 31, 2003 are as follows:

     Year ending
      March 31,
    ------------
       2004                                    $    299,000
       2005                                         307,000
       2006                                         316,000
       2007                                         214,000
       Thereafter                                         -

Rental  expense  for  the three months ending March 31, 2003 and the period from
inception  (February  4,  2002)  to  March  31,  2002  was  $77,581 and $95,069,
respectively.

Purchase  Commitment
--------------------

In December 2002, the Company entered into an agreement that commits the Company
to  purchase  loan  portfolios.  The  initial  term of the agreement is 6 months
(December  2002 - May 2003) and the Company has the right to extend the term for
an  additional  6  months if it expresses the desire to do so by April 15, 2003.
Under  the  terms  of  the agreement the Company will pay 5% of the "Approximate
Current  Balance",  as  defined  in  the  agreement.  The  "Approximate  Current
Balances"  purchased  in  December 2002 through March 2003 and April through May
2003  was approximately $7,146,200 and $3,453,900 respectively. The amounts paid
for  these  purchases  in December 2002 through March 2003 and April through May
2003  was  approximately $357,000 and $172,700 respectively. The Company did not
exercise  its  option  to  extend  the  term  of  the  agreement.


                                       14
<PAGE>
                       PERFORMANCE CAPITAL MANAGEMENT, LLC

                        NOTES TO THE FINANCIAL STATEMENTS
                  (See Independent Accountants' Review Report)
                  --------------------------------------------


NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Consent Decree - Fair Credit Reporting Act
------------------------------------------

In  February  2001, a Consent Decree was entered in United States District Court
in  an  action  United States of America v. Performance Capital Management, Inc.
(One  of  the entities that formed Performance Capital Management, LLC, see Note
1).  Under  the  terms  of  the  Consent  Decree,  PCM,  INC had a civil penalty
pursuant to Section 621 (a) of the Fair Credit Reporting Act, 15 U.S.C. 1681s(a)
of  $2,000,000  waived.  The  Consent  Decree  basically  had  PCM  INC  and its
successors agree to follow the provisions of the Fair Credit Reporting Act.  The
Consent  Decree ordered, among other specifics, that PCM INC and its successors,
officers,  employees,  et  al,  are: 1.) enjoined from failing to report correct
delinquency  dates to consumer reporting agencies;  2.) enjoined from failing to
properly  investigate  consumer  disputes  and  verify,  correct  or delete  the
reporting of such information to consumer reporting agencies within the time set
forth  in  the  Fair Credit Reporting Act;   3.) enjoined from failing to report
accounts  as  "disputed"  to  consumer reporting agencies when consumers dispute
accounts either in writing, orally, or by electronic means; and 4) enjoined from
failing  to  comply  in  any  other  respect with the Fair Credit Reporting Act.

The  Consent Decree provides for a period of three years access to the business,
all computerized databases, right to inspect and copy all relevant documents and
the  right  to  interview  officers  and  employees.

Claims
------

PCM  LLC is involved in various legal actions primarily arising from PCM INC and
the partnerships' Chapter 11 filing.  Many of these issues have been resolved by
settlement  agreements.  PCM LLC management has actively resolved these actions.
At March 31, 2003, the Company has accrued approximately $108,000 to cover these
pre-petition  claims  and  related  expenses.

In December 2002, a bankruptcy claim totaling approximately $170,000 was brought
to  the  attention  of the Company.  This claim was not on the final claims list
filed  with  the  court.  PCM  LLC's  Management  intends  to contest this claim
vigorously.  However, management believes the potential range of a loss would be
between  zero  and  $75,000 and has accrued $60,000 for it as of March 31, 2003.


                                       15
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS

Except  for  the  historical information presented in this document, the matters
discussed  in this Form 10-QSB, and specifically in "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations,"  or otherwise
incorporated  by  reference  into  this  document  contain  "forward-looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act  of  1995). These statements can be identified by the use of forward-looking
terminology  such  as  "believes," "plans," "expects," "may," "will," "intends,"
"should,"  or  "anticipates" or the negative thereof or other variations thereon
or  comparable terminology, or by discussions of strategy that involve risks and
uncertainties.  The  safe  harbor  provisions  of  Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as  amended,  apply  to  forward-looking  statements made by Performance Capital
Management,  LLC.  You  should  not  place  undue  reliance  on  forward-looking
statements.  Forward-looking  statements  involve  risks  and uncertainties. The
actual  results  that  we achieve may differ materially from any forward-looking
statements due to such risks and uncertainties. These forward-looking statements
are  based  on  current expectations, and we assume no obligation to update this
information.  Readers  are  urged  to  carefully review and consider the various
disclosures  made  by  us in this report on Form 10-QSB and in our other reports
filed  with  the  Securities  and  Exchange  Commission  that  attempt to advise
interested  parties  of  the  risks  and  factors  that may affect our business.

The  following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited financial statements
and  accompanying  notes and the other financial information appearing elsewhere
in  this  report and with the financial information contained in our Form 10-KSB
filed  with  the  Securities  and  Exchange  Commission  on  April  28,  2003.

OVERVIEW

We  acquire  assets  originated  by  federal  and  state  banking  and  savings
institutions,  loan  agencies,  and other sources, for the purpose of generating
income  and  cash flow from collecting or selling those assets. Typically, these
assets  consist of charged-off credit card contracts, but we have also purchased
other  forms  of  indebtedness,  including automobile deficiencies and defaulted
judgments.  These  assets  are  typically  purchased  and  sold  as  portfolios.

Before  purchasing  a portfolio, we conduct due diligence to assess the value of
the  portfolio.  We  try to purchase portfolios at a substantial discount to the
actual amount of money that they will ultimately produce, so that we can recover
the  cost  we  pay for the portfolio, pay our collection and operating costs and
still  have  a  profit.  We  record our portfolios at cost based on the purchase
price.  We  reduce  the cost bases of our portfolios on a portfolio-by-portfolio
basis based on collections, sales of some or all of the portfolio and impairment
of  net  realizable  value.

We  frequently sell certain portions of portfolios we purchase, such as accounts
from  particular states where we do not collect, and then collect the balance of
the  portfolio.  We do not generally purchase loan portfolios solely with a view
to  their resale, and for this reason we generally do not show portfolios on our
balance  sheet  as  "held for investment". From time to time we sell some of our
portfolios  either to capitalize on market conditions, to dispose of a portfolio
that  is not performing or to dispose of a portfolio whose collection life, from
our  perspective, has run its course. When we engage in these sales, we continue
collecting  the  portfolio  right  up  until  the  closing  of  the  sale.

We  refer  to the discounted present value of the actual amount of money that we
believe  a  portfolio  will  ultimately  produce  as  the  "fair  value"  of the
portfolio.  If we conduct our business successfully, the aggregate fair value of
our  portfolios should be substantially greater than the aggregate cost basis of
our  portfolios  presented  on  our  balance  sheet. We must make assumptions to
determine fair value, the most significant of which are the magnitude and timing
of  future  collections  and  the discount rate used to determine present value.
Because  of  the  inherent uncertainty associated with predicting future events,
our  determinations  of  fair  value  at  any  particular point in time are only
estimates,  and  actual  fair value could ultimately vary significantly from our
estimate.

We  earn revenues from collecting our portfolios and from selling our portfolios
or  portions  of  our  portfolios. We recognize gross revenue when we collect an
account and when we sell a portfolio or a portion of it. On our income statement
we  reduce  our  gross  revenues by the cost basis recovery of our portfolios to
arrive  at  net  revenue.  For  collections,  we  reduce  the  cost basis of the
portfolio dollar-for-dollar until we have completely recovered the cost basis of
the  portfolio.  When  we  sell a portfolio or a portion of it, to the extent of
remaining  cost  basis


                                       16
<PAGE>
for  the portfolio, we reduce the cost basis of the portfolio by a percentage of
the  original  portfolio  cost.

Our  net  revenues  from  portfolio collections may vary from quarter to quarter
because  the  number  and  magnitude of portfolios where we are still recovering
costs  may  vary, and because the return rates of portfolios whose costs we have
already  recovered  in full may vary. Similarly, our net revenues from portfolio
sales  may vary from quarter to quarter depending on the number and magnitude of
portfolios  (or  portions)  we  decide to sell and the market values of the sold
portfolios  (or  portions)  relative  to  their  cost  bases.

Our  operating  costs  and expenses consist principally of salaries and benefits
and  general  and  administrative  expenses.  Fluctuations  in  our salaries and
benefits  correspond  roughly  to fluctuations in our headcount. Our general and
administrative  expenses  include non-salaried collection costs, telephone, rent
and  professional  expenses.  Fluctuations  in  telephone  and  collection costs
generally  correspond  to  the  volume of accounts we are attempting to collect.
Professional  expenses  tend  to  vary based on specific issues we must resolve.

BASIS  OF  PRESENTATION

We present our financial statements based on our emergence from bankruptcy being
treated  as  the inception of our business. In our emergence from bankruptcy, we
succeeded to the assets and liabilities of six entities that were in bankruptcy.
The  equity  owners of these entities approved a reorganization plan under which
the  owners  of  these  six  entities  agreed  to receive ownership interests in
Performance  Capital  Management, LLC, in exchange for their ownership interests
in  the  predecessor  entities.  As  discussed  in  more detail in Note 2 to our
audited  financial  statements  contained  in our annual report for 2002 on Form
10-KSB,  we do not present comparative financial information for the predecessor
entities  in  bankruptcy because we believe it would be prohibitively expensive,
if  not impossible, to reconstruct accurate accrual-based consolidated financial
information  for  the  six  entities  that were in bankruptcy, and any financial
statements  developed  for  prior  bankrupt periods would not provide meaningful
information  sufficient  to  justify  the  cost.

CRITICAL  ACCOUNTING  ESTIMATES

We  present investments in portfolios on our balance sheet at the lower of cost,
market,  or  estimated  net  realizable value. As discussed above, we reduce the
cost basis of a portfolio on a proportionate basis when we sell a portion of the
portfolio,  and  we treat amounts collected on a portfolio as a reduction to the
carrying  basis  of  the  portfolio  on  an  individual portfolio basis. When we
present financial statements we assess the estimated net realizable value of our
portfolios  on  a  portfolio-by-portfolio  basis, and we reduce the value of any
portfolio  that  has  suffered  impairment  because  its  cost basis exceeds its
estimated  net  realizable  value.  Estimated  net  realizable  value represents
management's  estimates,  based  upon  present  plans  and  intentions,  of  the
discounted  present  value  of  future  collections. We must make assumptions to
determine  estimated net realizable value, the most significant of which are the
magnitude  and  timing  of  future  collections  and  the  discount rate used to
determine  present  value.  Once we write down a particular portfolio, we do not
increase it in subsequent periods if our plans and intentions or our assumptions
change.

We  present  the fair value of our portfolios only in the notes to our financial
statements,  not  in  the  basic  financial  statements  themselves. In order to
understand  our  financial  statements  the  reader must understand the concepts
involved  in estimation of the fair value of our portfolios, as discussed in the
section  above  entitled  "Overview".  Because  of  the  inherent  uncertainty
associated  with  predicting  future events, our determinations of fair value at
any  particular  point  in  time are only estimates, and actual fair value could
ultimately  vary  significantly  from  our  estimate.

When  we  collect  an  account  in  a portfolio, we reduce the cost basis of the
portfolio dollar-for-dollar until we have completely recovered the cost basis of
the  portfolio. We believe this method of accounting for the amortization of the
purchase  price  of  our  portfolios is conservative and minimizes the effect of
estimation  on  our  results  of  operations.  This  policy  has  the  effect of
"front-loading"  expenses,  however,  and  may  result  in a portfolio initially
showing  no  net  revenue for a period of time and then showing only net revenue
once  we  have  recovered its entire cost basis. Although this accounting policy
may  be  criticized  for  not  matching  portfolio  cost  basis  to revenue on a
proportionate basis over the life of the portfolio, we believe a policy grounded
in  conservatism  is  preferable  to  a  policy  of  attempting  to estimate


                                       17
<PAGE>
the  appropriate  matching  percentages,  due  to  the  distressed nature of the
portfolio  assets  and  the  lack  of  assurance that projected collections will
actually  occur.

When  we  sell  a  portfolio or a portion of it, to the extent of remaining cost
basis  for  the  portfolio,  we  reduce  the  cost  basis  of the portfolio by a
percentage of the original portfolio cost. Our policy does not take into account
whether the portion of the portfolio we are selling may be more or less valuable
than  the remaining accounts that comprise the portfolio. We believe our policy,
which  is  grounded  in  this  objective  measure  for  cost  basis recovery, is
preferable  to  a  policy  that would attempt to estimate whether a portion of a
portfolio  being  sold is more or less valuable than the remaining accounts that
comprise the portfolio, because our policy minimizes the effect of estimation on
our  results  of  operations.

OPERATING  RESULTS

COMPARISON  OF  RESULTS FOR THE QUARTER ENDED MARCH 31, 2003, TO THE PERIOD FROM
FEBRUARY  4,  2002,  TO  MARCH  31,  2002

The  following  discussion compares our results from the quarter ended March 31,
2003,  to  the  period  from  February 4, 2002, to March 31, 2002.  We generally
refer to the approximately two-month period in February and March of 2002 as the
comparable  period for the prior year.  The comparable period from 2002 is not a
full  quarter  because we present our financial statements based on our February
4,  2002,  emergence  from  bankruptcy  being  treated  as  the inception of our
business.  As  you  read  the following discussion, please keep in mind that the
comparable  period  for  the  prior year covers a time period slightly less than
two-thirds  that  of  the  first  quarter  of  2003.

Our net loss decreased to approximately $325,000 for the quarter ended March 31,
2003,  from approximately $863,000 for the comparable period for the prior year.
Our operating activities provided cash of approximately $839,000 for the quarter
ended  March  31,  2003, as compared to using cash of approximately $585,000 for
the  comparable  period  for  the  prior  year.

Revenue
-------

Our  net  revenues increased to approximately $1.4 million for the quarter ended
March  31,  2003,  from approximately $371,000 for the comparable period for the
prior  year.  The following table presents a comparison of the components of our
revenues  for the quarter ended March 31, 2003, to the comparable period for the
prior  year,  as  well  as  presenting  net  revenue  as  a  percentage  of  the
corresponding  total  revenue  (approximate  amounts  due  to  rounding):

<TABLE>
<CAPTION>
                                   Total              Collections             Sales
                                 ---------       --------------------  ------------------
                            3/31/03    3/31/02    3/31/03    3/31/02    3/31/03   3/31/02
                           ---------  ---------  ---------  ---------  ---------  -------
                             ($ in millions)        ($ in millions)      ($ in millions)
<S>                        <C>        <C>        <C>        <C>        <C>        <C>

  Total revenues           $    3.0   $    1.3   $    2.6   $    1.3   $    0.4         *
  Less basis recovery          (1.6)      (0.9)      (1.3)      (0.9)      (0.3)        *
                           ---------  ---------  ---------  ---------  ---------
  Net revenues             $    1.4   $    0.4   $    1.3   $    0.4   $    0.1         *
                           =========  =========  =========  =========  =========

  Net revenue percentage       47.1%      29.2%      51.2%      28.9%      15.9%        *
</TABLE>

*    De  minimis  amounts  of  sales  revenue  for  period ended March 31, 2002,
     included  with  collections  revenue.

Portfolio collections continue to provide most of our total and net revenues. We
showed  substantial  improvements  in  both total revenues and net revenues from
portfolio  collections.  Our total revenues from portfolio collections increased
principally  due  to  increased  efficiency  in  collection  procedures. Our net
revenues  from portfolio collections (as well as the corresponding percentage of
net  revenues  to  total  revenues)  increased  principally  due  to maintaining
collection  trends  on  our  older portfolios with low or fully - amortized cost
basis  while  simultaneously  exploiting  our  new  portfolios.  We  anticipate
continuing  to sell portions of newly acquired portfolios from time to time, but
we do not expect to generate substantial net revenues from these sales.


                                       18
<PAGE>
Operating  Expenses
-------------------

Our  total  operating costs and expenses increased to approximately $1.7 million
for  the  quarter  ended March 31, 2003, from approximately $1.2 million for the
comparable  period  for  the  prior  year.  Taking into account the shorter time
period  in  2002, our operating costs and expenses remained about the same.  Our
ratio  of  operating costs and expenses to total revenues decreased to 57.5% for
the  quarter  ended  March 31, 2003, from approximately 95.7% for the comparable
period  for  the  prior  year.  This improvement was due principally to improved
collection  performance.  Our  general  and administration expenses increased to
approximately  $546,000 for the quarter ended March 31, 2003, from approximately
$384,000 for the comparable period for the prior year. Our salaries and benefits
expenses increased to approximately $1.1 million for the quarter ended March 31,
2003,  from approximately $798,000 for the comparable period for the prior year.
Taking  into  account  the  shorter  time  period in 2002, both of these expense
categories  remained  about  the  same.  Our  operating  expenses  may  increase
somewhat  in  2003,  but  at  this  time  we do not expect these increases to be
substantial.

LIQUIDITY  AND  CAPITAL  RESOURCES

Our  cash  and  cash  equivalents  increased  approximately  $836,000 during the
quarter  ended  March  31,  2003,  to a balance of approximately $1.7 million at
March  31,  2003.  During  the  quarter  ended  March  31,  2003,  our portfolio
collections  and sales generated approximately $3.0 million of cash, and we used
approximately  $1.8 million for operating and other activities and approximately
$350,000  to  purchase  new  portfolios.

During the three-month period ended March 31, 2003, we made progress toward, but
did  not achieve results consistent with, our business plan: to recover the cost
we pay for our portfolios, pay our collecting and operating costs and still have
a  profit.  While  an improvement over the previous three-month period, our cost
recovery  of approximately $1.6 million plus our operating and other expenses of
approximately  $1.7  million exceeded our collections and sales of approximately
$3.0  million  by  approximately  $311,000. On a cash basis, our collections and
sales  of  approximately $3.0 million exceeded our new portfolio acquisitions of
approximately  $350,000 plus our cash operating and other costs of approximately
$1.8  million.  This cash increase of approximately $836,000 was principally due
to  our decision to build cash at this time rather than aggressively acquire new
portfolios. We acquired a substantial amount of new portfolios during the second
half  of  2002,  and  in  the  first quarter of 2003 we focused on improving our
liquidity  following  those  acquisitions  so  that  we  can  begin  to  make
distributions  to  our unit holders. Our portfolio acquisition strategy for 2003
will  depend  principally  on  market  conditions.

During  the quarter ended March 31, 2003, we believe we continued to improve the
balance  between  our  new  and old portfolios. In addition, we believe that our
procedures to ensure that our collectors continue to focus collection efforts on
older  portfolios that still have returns to yield, rather than focusing just on
the  most  recently  acquired  portfolios,  have begun to show results. We had a
successful  first  quarter  from a cash flow standpoint, and we made substantial
progress  toward  achieving  results  consistent  with  our  business  plan.

Our  portfolios  provide our principal source of liquidity. Over time, we expect
to  convert  our portfolios to cash in an amount that equals or exceeds the cost
basis  of  our portfolios. In addition, some portfolios whose cost bases we have
completely  recovered will continue to return collections to us. Our estimate of
the  fair  value  of our portfolios at March 31, 2003, increased $1.6 million to
$16.6  million  from  $15.0  million at December 31, 2002. At the same time, the
cost  basis  of  our portfolios decreased to approximately $2.8 million at March
31,  2003, from approximately $4.0 million at December 31, 2002. Our estimate of
fair  value  increased  despite  this  decline  in cost basis because we believe
recently purchased portfolios will provide better collection ratios than some of
the  older  portfolios  we  inherited from our PAM Fund predecessors and because
newly  acquired  portfolios  generally  provide  an  increase  in  fair  value
substantially  greater  than  the increase in cost basis recorded on our balance
sheet. We believe portfolio cost basis will continue to decline in the near term
because  we  do  not expect the magnitude of new portfolio acquisitions to be as
large  in 2003 as it was in 2002. Due to factors such as the fair value of a new
portfolio  being  greater  than  its  purchase  price,  the  availability of new
portfolios,  market  pricing  conditions  for  new  portfolios and the timing of
distributions  to  our members, we believe it is difficult to assess whether the
fair  value  of  our  portfolios  will  also  decrease.


                                       19
<PAGE>
We used a discount rate of 20% to determine the fair values of our portfolios at
March  31,  2003,  and  December  31,  2002.  The  following  table  sets  forth
alternative  estimates  of  fair  value if we assessed collection risk as higher
(using  a  discount  rate  of  25%)  or  lower  (using  a discount rate of 15%).

<TABLE>
<CAPTION>
                                                         March 31, 2003   December 31, 2002
                                                         ---------------  ------------------
<S>                                                      <C>              <C>
            Higher collection risk (25% discount rate)   $  15.5 million  $     14.2 million
            Assumed collection risk (20% discount rate)  $  16.6 million  $     15.0 million
            Lower collection risk (15% discount rate)    $  18.0 million  $     15.9 million
</TABLE>

Our  estimates of fair values also would change if we revised our projections of
the  magnitude  and  timing  of  future  collections.  Because  of  the inherent
uncertainty associated with predicting future events, our determinations of fair
value  at any particular point in time are only estimates, and actual fair value
could  ultimately  vary  significantly  from  our  estimate.

We plan to realize the difference between fair value and cost basis over time as
we  collect  our portfolios. We generally collect our portfolios over periods of
time  ranging  from  three  to seven years, with the bulk of a portfolio's yield
coming  in  the first three years we collect it. If we succeed in collecting our
portfolios  and  realize the difference between fair value and cost basis of our
portfolios,  we  will  recover the cost we paid for them, pay our collection and
operating  costs,  and  still  have excess cash. In the near term we plan to use
some  of  our  cash  collections  representing  cost  basis  recovery  to  make
distributions  to  our  members  and  interest  holders.  Ultimately  we plan to
generate excess cash and use some of it to make distributions to our members and
interest  holders.  We made our first distribution of $135,000 (not counting the
initial  $12  million distribution made shortly after emergence from bankruptcy)
during  the  second  quarter  of 2003, based on cash collected through March 31,
2003.

In  the near term, we plan to reinvest some of our cash collections representing
cost  basis  recovery  to  acquire additional portfolios to continue growing the
fair  value  of our portfolios on a quarter to quarter basis. Ultimately we plan
to  reinvest all of the cash representing cost basis recovery, plus a portion of
excess  cash,  to  acquire  additional  portfolios.

Our  Board  of  Directors  has  described  this  strategy  as  having two parts:

     -    Provide an annuity without impairing the value of the business; and

     -    Grow the business to increase the annuity.

Due  to  factors  such  as  the  availability  of new portfolios, market pricing
conditions for new portfolios and the timing of distributions to our members, we
may  not  achieve  increases  in  fair  value  each  quarter.

In  general,  we  expect  increases  in  portfolio  fair  value  to  result in a
corresponding  increase  in  the  cost  basis of our portfolios presented on our
balance  sheet.  The  magnitude  and  timing of our collections could cause cost
basis  to  decline in some quarters when fair value actually increases, however,
because  we  "front-load"  our cost basis recovery instead of matching portfolio
cost  basis  recovery  to  revenue on a proportionate basis over the life of the
portfolio.  Our  purchasing patterns could reinforce this divergence. A decrease
in the magnitude of new portfolio acquisitions (i.e., failing to reinvest all of
cash  collections  representing  cost basis recovery) may still result in a fair
value  increase  because new portfolios generally have a fair value that exceeds
their  purchase  price.

We  do  not  have any lines of credit or other debt financing available to us at
this  time.  We do not have any plans to raise equity capital. Based on our cash
position  and  current  financial  resources, and assuming our operating results
continue  to  increase  at projected levels, we believe we have adequate capital
resources  to  continue  our business as presently conducted for the foreseeable
future.

We  do not have any contractual commitments to make capital expenditures, and we
have not budgeted any capital expenditures for the coming year. We may from time
to  time  acquire  capital  assets  on  an as needed basis. Our most significant
capital  assets  are  our  dialer  and  our  telephone  switch,  which we do not
anticipate  having  to  replace  within  the  next  year.


                                       20
<PAGE>
RECENT  ACCOUNTING  PRONOUNCEMENTS

We  continue  to assess the effects of recently issued accounting standards. The
impact  of  all  recently  adopted  and  issued  accounting  standards  has been
disclosed  in  the  footnotes  to  our  unaudited  Financial Statements, Note 4.

ITEM  3.  CONTROLS  AND  PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our  principal executive officer and principal financial officer, based on their
evaluation of our disclosure controls and procedures (as defined in Exchange Act
Rules  13a  -14  (c))  as  of  a date within 90 days prior to the filing of this
Quarterly Report on Form 10-QSB, have concluded that our disclosure controls and
procedures  are  adequate  and  effective  for  the  purposes  set  forth in the
definition  in  Exchange  Act  rules.

(b)  Changes  in  internal  controls.

There  were  no significant changes in our internal controls or in other factors
that  could significantly affect our internal controls subsequent to the date of
their  evaluation.


                                       21
<PAGE>
                           PART II - OTHER INFORMATION


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION
-------  -------------------------------------------------------------------------------------------
<C>      <S>
   99.1  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   99.2  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>



(b)  REPORTS  ON  FORM  8-K

No  reports on Form 8-K were filed during the three months ended March 31, 2003.


                                       22
<PAGE>
                                   SIGNATURES

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

                                             PERFORMANCE CAPITAL MANAGEMENT, LLC


      May 19, 2003                         By:  /s/ David J. Caldwell
------------------------                        --------------------------------
         (Date)                                 Name: David J. Caldwell
                                                 Its: Chief Operations Officer


                                       23
<PAGE>
                                 CERTIFICATIONS


                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, David J. Caldwell, certify that:

1.  I  have reviewed this quarterly report on Form 10-QSB of Performance Capital
Management,  LLC;

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

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

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

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

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

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

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

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

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

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date: May 19, 2003                         /s/ David J. Caldwell
      ------------                       ---------------------------
                                         David J. Caldwell
                                         Chief Operations Officer


                                       24
<PAGE>
                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I,  Edward  M.  Rucker,  certify  that:

1.  I  have reviewed this quarterly report on Form 10-QSB of Performance Capital
Management,  LLC;

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

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

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

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

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

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

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

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

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

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date: May 19, 2003                         /s/ Edward M. Rucker
      ------------                       ---------------------------
                                         Edward M. Rucker
                                         Accounting Manager


                                       25
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


EXHIBIT
NUMBER   DESCRIPTION
-------  -------------------------------------------------------------------------------------------
<C>      <S>
   99.1  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   99.2  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


<PAGE>