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



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FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2003



|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------

For the transition period from toCommission File Number: 000-21407

LASON, INC.
(Exact name of registrant as specified in its charter)

|                                |  |                       
|------------------------------- |  | ----------------------
|DELAWARE                        |  | 38-3214743            
|(State or other jurisdiction of |  | (I.R.S. Employer      
|incorporation or organization)  |  | identification number)

1305 Stephenson Highway
Troy, Michigan 48083
(Address of principal executive offices including zip code)

Telephone: (248) 837-7100
(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes o No x

Indicate by check mark whether the registrant is an accelerated filer (as
defined in the Rule 12b-2 of the Exchange Act). Yes o
No x

As of August 14, 2003, 3,267,656 shares of Common Stock, $.01 par value
were reserved for issuance according to the Companys Plan of Reorganization
and 26,777,344 shares were issued and outstanding.



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TABLE OF CONTENTS



|                                               |                                                                                                       |  |  |  |  |  |  | 
|---------------------------------------------- | ----------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Table of Contents                             
|Part I. Item 1. Financial Statements          
|                                               | Condensed Consolidated Balance Sheets as of June 30, 2003 (Unaudited) and December 31, 2002          
|                                               | Condensed Consolidated Statements of Operations, Three and Six Months Ended June 30, 2003 (Unaudited)
|                                               | Condensed Consolidated Statement of Cash Flows, Six Months Ended June 30, 2003 (Unaudited)           
|                                               | Condensed Consolidated Statement of Shareholders Equity (Unaudited)                                 
|                                               | Notes to Condensed Consolidated Financial Statements (Unaudited)                                     
|                                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations        
|                                               | Item 3: Quantitative and Qualitative Disclosures About Market Risk                                   
|                                               | Item 4: Controls and Procedures                                                                      
|Part II. Other Information                    
|                                               | Item 1. Legal Proceedings.                                                                           
|                                               | Item 6. Exhibits and Reports on Form 8-K                                                             
|                                               | Signatures                                                                                           
|Exhibit Index                                 
|Ex-31.1 Section 302 Certification of CEO      
|Ex-31.2 Section 302 Certification of CFO      
|Ex-32.1 Section 906 Certification of CEO & CFO



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TABLE OF CONTENTS

|                  |  |                                                                                                                         |  |          |              | 
|----------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | -------- | ------------ | 
|                  |  |                                                                                                                         |  | Page No. |             
|                  |  |                                                                                                                         |  |          |             
|Table of
Contents |  |                                                                                                                         |  |          | 1            | 
|                  |  |                                                                                                                         |  |          |              | 
|Part I.           |  | Item 1. Financial Statements                                                                                            |  |          |              | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Condensed Consolidated Balance Sheets as of June 30, 2003 (Unaudited) and
December 31, 2002                             |  |          | 2            | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Condensed Consolidated Statements of Operations, Three and Six Months Ended
June 30, 2003 (Unaudited)                   |  |          | 3            | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Condensed Consolidated Statement of Cash Flows, Six Months Ended
June 30, 2003 (Unaudited)                              |  |          | 4            | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Condensed Consolidated Statement of Shareholders Equity (Unaudited)                                                    |  |          | 5            | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                        |  |          | 6-10         | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations                           |  |          | 11-15        | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                      |  |          | 15           | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Item 4. Controls and Procedures                                                                                         |  |          | 15           | 
|                  |  |                                                                                                                         |  |          |              | 
|Part II.          |  | Other Information                                                                                                       |  |          |              | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Item 1. Legal Proceedings                                                                                               |  |          | 16           | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Item 6. Exhibits and Reports on Form 8-K                                                                                |  |          | 16           | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Signatures                                                                                                              |  |          | 17           | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  |                                                                                                                         |  |          |              | 
|Exhibit Index     |  |                                                                                                                         |  |          | 18           | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Certification of Chief Executive Officer                                                                                |  |          | Exhibit 31.1 | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Certification of Chief Financial Officer                                                                                |  |          | Exhibit 31.2 | 
|                  |  |                                                                                                                         |  |          |              | 
|                  |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |  |          | Exhibit 32.1 | 

1



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PART I. ITEM 1. FINANCIAL STATEMENTS

LASON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2003 and December 31, 2002
(In thousands, except for shares)

|                                                                                                                                                 |                                            |   |             |        |  |              |        |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | - | ----------- | ------ |  | ------------ | ------ | ------ | 
|                                                                                                                                                 |                                            |   | June 30,    |        |  | December 31, |       
|                                                                                                                                                 |                                            |   | 2003        |        |  | 2002         |       
|                                                                                                                                                 |                                            |   |             |        |  |              |       
|                                                                                                                                                 |                                            |   | (Unaudited) |        |  |              |        |       
|ASSETS                                                                                                                                           |                                            |   |             |        |  |              |        |       
|Cash and cash equivalents                                                                                                                        |                                            | $ | 24,403      |        |  | $            | 25,931 |       
|Accounts receivable (net of allowance of $2,865 and $4,010, respectively)                                                                        |                                            |   | 32,810      |        |  |              | 35,962 |       
|Supplies                                                                                                                                         |                                            |   | 3,512       |        |  |              | 4,021  |       
|Prepaid expenses and other                                                                                                                       |                                            |   | 5,249       |        |  |              | 5,440  |       
|                                                                                                                                                 |                                            |   |             |        |  |             
|                                                                                                                                                 | Total current assets                       |   |             | 65,974 |  |              |        | 71,354 | 
|Property and equipment (net of accumulated depreciation of $2,478
and $1,199, respectively)                                                      |                                            |   | 6,176       |        |  |              | 6,193  |       
|                                                                                                                                                 |                                            |   |             |        |  |             
|                                                                                                                                                 | Total assets                               |   | $           | 72,150 |  |              | $      | 77,547 | 
|                                                                                                                                                 |                                            |   |             |        |  |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                             |                                            |   |             |        |  |              |        |       
|Accounts payable                                                                                                                                 |                                            | $ | 7,862       |        |  | $            | 7,095  |       
|Accrued expenses                                                                                                                                 |                                            |   | 11,023      |        |  |              | 14,094 |       
|Customer deposits                                                                                                                                |                                            |   | 2,886       |        |  |              | 2,557  |       
|Deferred revenue                                                                                                                                 |                                            |   | 2,077       |        |  |              | 2,892  |       
|Current portion of long-term obligations                                                                                                         |                                            |   | 4,392       |        |  |              | 3,372  |       
|                                                                                                                                                 |                                            |   |             |        |  |             
|                                                                                                                                                 | Total current liabilities                  |   |             | 28,240 |  |              |        | 30,010 | 
|Long-term obligations                                                                                                                            |                                            |   | 41,797      |        |  |              | 45,001 |       
|                                                                                                                                                 |                                            |   |             |        |  |             
|                                                                                                                                                 | Total liabilities                          |   |             | 70,037 |  |              |        | 75,011 | 
|                                                                                                                                                 |                                            |   |             |        |  |             
|STOCKHOLDERS EQUITY                                                                                                                             |                                            |   |             |        |  |              |        |       
|Preferred stock, $.01 par value; 5,000,000 shares authorized, none issued
and outstanding                                                        |                                            |   |            |        |  |              |       |       
|Common stock, $.01 par value; 100,000,000 shares authorized, 3,327,656
shares reserved for issuance and 26,717,344 shares issued and outstanding |                                            |   | 300         |        |  |              | 300    |       
|Additional paid-in capital                                                                                                                       |                                            |   | 1,565       |        |  |              | 1,565  |       
|Retained earnings                                                                                                                                |                                            |   | 248         |        |  |              | 671    |       
|                                                                                                                                                 |                                            |   |             |        |  |             
|                                                                                                                                                 | Total stockholders equity                 |   |             | 2,113  |  |              |        | 2,536  | 
|                                                                                                                                                 |                                            |   |             |        |  |             
|                                                                                                                                                 | Total liabilities and stockholders equity |   | $           | 72,150 |  |              | $      | 77,547 | 
|                                                                                                                                                 |                                            |   |             |        |  |             

The accompanying Notes are an integral part of the condensed consolidated financial statements.

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LASON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, Unaudited)

|                                                 |                                                   |   |                    |        |  |                  |        |        |  
|------------------------------------------------ | ------------------------------------------------- | - | ------------------ | ------ |  | ---------------- | ------ | ------ | -
|                                                 |                                                   |   | Three Months Ended |        |  | Six Months Ended |       
|                                                 |                                                   |   | June 30,           |        |  | June 30,         |       
|                                                 |                                                   |   | 2003               |        |  | 2003             |       
|                                                 |                                                   |   |                    |        |  |                  |       
|Revenues                                         |                                                   | $ | 43,206             |        |  | $                | 87,222 |       
|Cost of revenues                                 |                                                   |   | 31,943             |        |  |                  | 64,285 |       
|                                                 |                                                   |   |                    |        |  |                 
|                                                 | Gross profit                                      |   |                    | 11,263 |  |                  |        | 22,937 |  
|                                                
|Selling, general and administrative expenses     |                                                   |   | 10,380             |        |  |                  | 21,648 |       
|                                                 |                                                   |   |                    |        |  |                 
|                                                 | Income from operations                            |   |                    | 883    |  |                  |        | 1,289  |  
|                                                
|Net interest expense                             |                                                   |   | 759                |        |  |                  | 1,515  |       
|                                                 |                                                   |   |                    |        |  |                 
|                                                 | Income (loss) from operations before income taxes |   |                    | 124    |  |                  |        | (226   | )
|                                                 |                                                   |   |                    |        |  |                 
|Provision for income taxes                       |                                                   |   | 89                 |        |  |                  | 197    |       
|                                                 |                                                   |   |                    |        |  |                 
|                                                 | Net income (loss)                                 |   |                    | 35     |  |                  | $      | (423   | )
|                                                 |                                                   |   |                    |        |  |                 
|Basic and diluted income (loss) per common share |                                                   |   |                   |        |  | $                | (0.01  | )     
|                                                 |                                                   |   |                    |        |  |                 

The accompanying Notes are an integral part of the condensed consolidated financial statements.

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LASON, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30, 2003
(In thousands, Unaudited)

|                                                 |                                                               |   |                  |        |  
|------------------------------------------------ | ------------------------------------------------------------- | - | ---------------- | ------ | -
|                                                 |                                                               |   | Six Months Ended |       
|                                                 |                                                               |   | June 30,         |       
|                                                 |                                                               |   | 2003             |       
|                                                 |                                                               |   |                  |       
|Cash Flows Provided by Operating Activities      |                                                               | $ | 2,1401           |       
|                                                 |                                                               |   |                 
|Cash Flows From Investing Activities:            |                                                               |   |                  |       
|                                                 | Net cash used in investing activities, property and equipment |   |                  | (1,296 | )
|                                                 |                                                               |   |                 
|Cash Flows From Financing Activities:            |                                                               |   |                  |       
|                                                 | Repayment of long-term obligations                            |   |                  | (2,306 | )
|                                                 | Repayment of capital lease liabilities and other              |   |                  | (66    | )
|                                                 |                                                               |   |                 
|                                                 | Net cash used in financing activities                         |   |                  | (2,372 | )
|                                                 | Net decrease in cash and cash equivalents                     |   |                  | (1,528 | )
|Cash and cash equivalents at beginning of period |                                                               |   | 25,931           |       
|                                                 |                                                               |   |                 
|Cash and cash equivalents at end of period       |                                                               | $ | 24,403           |       
|                                                 |                                                               |   |                 

The accompanying Notes are an integral part of the condensed consolidated financial statements.



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| |  | 1 During the first six months of 2003, approximately $0.6 million of cash used
in operating activities related primarily to payments made with respect to the
Predecessors bankruptcy proceedings for professional and administrative fees,
cure costs and other administrative type claims which were accrued as of June
30, 2002.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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LASON, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
For the Six Month Period Ended June 30, 2003
(In thousands, except for shares, Unaudited)

|                            |  |              |            |  |            |   |     |          |  |   |          |  |  |       |      |   |  |   |       |  
|--------------------------- |  | ------------ | ---------- |  | ---------- | - | --- | -------- |  | - | -------- |  |  | ----- | ---- | - |  | - | ----- | -
|                            |  | Common Stock |            |  | Additional |   |     |          |  |   |          |  |  |      
|                            |  |              |            |  | Paid-in    |   |     | Retained |  |   |          |  | 
|                            |  | Shares       |            |  | Amount     |   |     | Capital  |  |   | Earnings |  |  | Total |     
|                            |  |              |            |  |            |   |     |          |  |   |          |  |  |       |     
|Balances at January 1, 2003 |  |              | 30,045,000 |  |            | $ | 300 |          |  | $ | 1,565    |  |  | $     | 671  |   |  | $ | 2,536 |  
|Net loss                    |  |              |           |  |            |   |    |          |  |   |         |  |  |       | (423 | ) |  |   | (423  | )
|                            |  |              |            |  |            |   |     |          |  |   |          |  |  |       |     
|Balances at June 30, 2003   |  |              | 30,045,000 |  |            | $ | 300 |          |  | $ | 1,565    |  |  | $     | 248  |   |  | $ | 2,113 |  
|                            |  |              |            |  |            |   |     |          |  |   |          |  |  |       |     

The accompanying Notes are an integral part of the condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1: NATURE OF OPERATIONS

Lason, Inc., a Delaware corporation, together with its subsidiaries
(Lason or the Company) is a leading provider of integrated information
outsourcing solutions through in excess of 60 locations and facilities
management sites in 26 states, India, China (service relationship), Mexico and
Canada. The Company serves over 5,500 active customers primarily in the
healthcare, financial services, government and manufacturing and industrial
vertical markets. The Companys core competency resides in its ability to
enhance the performance of its customers business by outsourcing their
non-core business processes and back office operations. The Companys primary
services are data, document and image capture, web-based document repository
services via its Document DNA (digital network access) product, analog
services, on-site facilities management, print and mail type services, database
management and other professional services. The Companys service capabilities
across a broad range of data and media types allows its customers to fulfill
their business process and information outsourcing needs with a single vendor
regardless of geography.

NOTE 2: CHAPTER 11 PROCEEDINGS AND REORGANIZATION

On December 5, 2001 (the Petition Date), Lason, Inc. and certain of its
direct and indirect subsidiaries incorporated in the United States
(collectively referred to as the Debtors) filed voluntary petitions to
reorganize under Chapter 11 of the United States Bankruptcy Code (the
Bankruptcy Code) with the Bankruptcy Court for the District of Delaware in
Wilmington (the Bankruptcy Court). The Bankruptcy Court approved the
Companys Plan of Reorganization (the Plan) at its Confirmation Hearing on
April 30, 2002. On May 17, 2002, the Bankruptcy Court entered an order
confirming its First Amended Joint Plan of Reorganization of Lason, Inc. and
its Subsidiary Debtors, as modified (the Plan). From the Petition Date
through June 30, 2002, the Debtors operated their businesses as
debtors-in-possession pursuant to the Bankruptcy Code. On July 1, 2002 (the
Effective Date), the Plan became effective and the Debtors successfully
emerged from their Chapter 11 bankruptcy proceedings. For periods prior to the
Effective Date, the Company is referred to as Old Lason or the Predecessor
in these financial statements and footnotes and in the Companys Management
Discussion and Analysis. For periods including and subsequent to the Effective
Date, the Company is referred to as New Lason or the Successor in these
financial statements and footnotes and in the Companys Management Discussion
and Analysis. Please refer to the Companys Plan for capitalized terms not
defined herein.

Pursuant to the Plan, the following transactions were completed on or
about the Effective Date:



| | a. |  | all of Old Lasons issued and outstanding common
stock was cancelled;                                                                                
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | certain indebtedness of the Debtors was cancelled in
exchange for cash and/or common stock, par value $0.01 per
share, of New Lason (Common Stock);
|
| | c. |  | executory contracts or unexpired leases to which any
Debtor was a party were assumed or rejected; and                                                
|
| | d. |  | members of the board of directors and officers of New
Lason were elected and began serving their respective terms.                                   

On the Effective Date, 100,000,000 shares of Common Stock were authorized,
with 30,000,000 shares of Common Stock reserved for distribution. Of the
30,000,000 shares reserved for distribution, the Companys Plan called for
87.5% or 26,250,000 shares to be issued in respect of general unsecured claims
against the Debtors and 12.5% or 3,750,000 shares to be issued to management of
the Company as part of an Executive Management Incentive Plan (EMIP) for past
services. In April 2003, 26,672,344 shares were initially issued by the
Company, with 3,327,656 shares reserved for issuance according to the Companys
Plan. The Company currently cannot speculate as to the ultimate completion
date for the final issuance of the shares held in reserve, as such is dependent
upon the litigation and settlement of claims in the Bankruptcy Court. The
Company desires to complete this process as soon as is reasonably practical.

In addition, on the Effective Date the Companys Plan called for it to
issue New Senior Notes (the Senior Notes) to the Holders of its Allowed
Secured Lender Claims (i.e., its senior secured lenders) in an amount equal to
$90 million, maturing five years after the Effective Date and bearing interest
at the Agents prime rate plus 2.5% (floating). The amount

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of the Senior Notes was reduced by proceeds of asset sales received by Holders of
the Allowed Secured Lender Claims from November 1, 2001 to the Effective Date
and thereafter as set forth in a new Credit or Note Agreement. The amount
outstanding under the Senior Notes as of June 30, 2003 is $43.9 million. The
terms of the Senior Notes are governed by a Credit Agreement.

Lastly, on the Effective Date, Lason issued a Junior Note in the principal
amount of $3.1 million to certain key managers (who were also ex-owners of
businesses acquired by Lason) in full satisfaction of their Allowed Key Manager
Claims against the Debtors. The Junior Note is a non-interest bearing,
unsecured note, maturing within five years following the Effective Date. The
Junior Note is supported by an Indenture Agreement dated as of June 30, 2002.
For further details regarding the Senior Notes and Junior Note see Note 6.

NOTE 3: FRESH START ADJUSTMENTS

The Debtors emerged from their Chapter 11 bankruptcy proceedings on July
1, 2002, which for financial reporting purposes was deemed the Effective Date
of the Plan. In accordance with the American Institute of Certified Public
Accountants Statement of Position 90-7, Financial Reporting by Entities in
Reorganization under the Bankruptcy Code (SOP 90-7), the Company adopted
fresh start reporting because holders of existing voting shares of Lason
immediately before filing and confirmation of the Plan received less than 50%
of the Common Stock distributed under the Plan and the Companys reorganization
value was less than the Debtors post-petition liabilities and allowed claims
in the aggregate on a consolidated basis.

Fresh start reporting requires that the reorganization value of the
Company be allocated to its assets in conformity with Statement of Financial
Accounting Standard (SFAS) No. 141, Business Combinations. The excess of
the fair value of the specific tangible or identifiable intangible net assets
over reorganization value, or negative goodwill, is to be allocated to
non-current, non-monetary assets on a pro rata basis. Based on the
consideration of many factors and various valuation methods, including a
discounted cash flow, a comparable public company analysis, a comparable
acquisitions analysis, and other applicable analyses believed by the Companys
management to be appropriate for the Companys business and industry, the
Company and its financial advisors determined the reorganization value of the
Debtors to be approximately $33 million, which served as the basis for the Plan
approved by the Bankruptcy Court. The fair value of the Debtors net assets
approximates its reorganization value as of the Effective Date.

NOTE 4: BASIS OF PRESENTATION

In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements include all adjustments, of a normal,
recurring nature, necessary to present fairly its financial position as of June
30, 2003 and the results of operations for the six months then ended. Results
of operations for interim periods may not be indicative of future results.

For further information, refer to the consolidated financial statements
and notes thereto included in the Companys Annual Report on Form 10-K for the
six month period ended December 31, 2002 filed with the Securities and Exchange
Commission on March 31, 2003.

The accompanying unaudited condensed consolidated financial statements of
Lason have been prepared in conformity with generally accepted accounting
principles for interim financial information, but not in conformity with the
instructions for Form 10-Q and Rule 10-01 of Regulation S-X, as the Company has
not presented comparable information for the three and six month periods ending
June 30, 2002.

As previously disclosed, in Lasons Form 8-K filed on March 26, 2001, the
Company informed the U.S. Securities and Exchange Commission (SEC) and U.S.
Attorney for the Eastern District of Michigan (U.S. Attorney) of accounting
irregularities and system deficiencies that affected certain portions of the
Predecessors financial statements. Some of these items were material to the
Predecessors financial statements for at least the third quarter of 1999 and
may also have been material to statements for other periods. The
irregularities and deficiencies were found in accounting records of the
Companys North American operations.

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A Special Committee of the Companys Board of Directors determined that
these irregularities and deficiencies may have occurred during some periods
between late 1997 and 1999. The Committee also found that the Predecessors
financial statements for at least the third quarter of 1999 requires
restatement. The Committee and Company do not believe that any such
irregularities have extended beyond the first half of 2000. The extent of any
misstatements is still being investigated and evaluated by the Company. As a
result, the Predecessors financial statements for the years ended December 31,
2001 and December 31, 2000, have not been reviewed or audited by an independent
public accounting firm and do not reflect the impact resulting from the
correction of, if any, accounting irregularities or system deficiencies, which
are under investigation. As such, the Company has not provided comparable
financial information in this Form 10-Q for the three and six month period
ending June 30, 2002. As a result of adopting fresh start reporting, the
Company believes the ultimate effects, if any, from the alleged accounting
irregularities during 1997  1999, as discussed above, have been eliminated in
the financial statements as of and for the three and six month periods ended
June 30, 2003.

On May 13, 2003, the Company announced its continued cooperation with the
SEC and U.S. Attorney with respect to their investigations regarding accounting
irregularities potentially affecting certain portions of the Companys
financial statements from 1997-1999. Based on the investigations, the SEC and
U.S. Attorney respectively announced the filing of civil and criminal charges
against three former employees of the Company. These actions were brought
solely against and relate to the three individual former employees and are not
against the Company itself. The SEC and U.S. Attorney are not bringing civil
or criminal charges against the Company.

NOTE 5: NEW ACCOUNTING STANDARDS

In June 2002, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 applies to
costs associated with an exit activity (including a restructuring) or with a
disposal of long-lived assets. Under SFAS No. 146, a company will record a
liability for a cost associated with an exit or disposal activity when that
liability is incurred and can be measured at fair value. A liability is
incurred when an event obligates the entity to transfer or use assets. Under
current accounting guidance, a liability can be recorded when management has
committed to an exit plan. The requirements under SFAS No. 146 are effective
prospectively for exit and disposal activities initiated subsequent to December
31, 2002. Restatement of previously issued financial statements is not
permitted. The Company adopted SFAS No. 146 during the first quarter of fiscal
year 2003 and it did not have a material impact on our financial position or
results from operations.

NOTE 6: LONG TERM OBLIGATIONS

The Companys long term obligations as of June 30, 2003 and December 31,
2002 consist of Senior Notes in the aggregate outstanding amount of $43.9 and
$45.9 million, respectively, which are collateralized by a lien on all
property of the Company, guarantees of certain of the Companys subsidiaries,
as well as pledges of the capital stock of certain subsidiaries and a
unsecured, non-interest bearing Junior Note issued to certain key managers (who were also ex-owners of businesses
acquired by Lason). As of June 30, 2003 and December 31, 2002 the aggregate
outstanding principal amount on the Junior Note was $2.8 and $3.1 million,
respectively. The Senior Notes are supported by a Credit Agreement. The notes
bear interest at the prime rate (floating) plus 2.5 percent (6.50% and 6.75% at
June 30, 2003 and December 31, 2002, respectively). The Credit Agreement
contains restrictions on acquisitions, disposition of assets, and the
incurrence of other liabilities and contain certain financial covenants related
to minimum EBITDA and cash-flow levels and certain restrictions on capital
expenditures.

The Senior Notes call for quarterly principal payments with final maturity
at June 30, 2007, as follows (in thousands):

|      |  |   |        | 
|----- |  | - | ------ | 
|2003  |  | $ | 2,000  | 
|2004  |  |   | 4,000  | 
|2005  |  |   | 4,000  | 
|2006  |  |   | 4,000  | 
|2007  |  |   | 29,931 | 
|      |  |   |       
|Total |  | $ | 43,931 | 
|      |  |   |       

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In addition to the quarterly principal payments, the Credit Agreement
calls for principal reductions from net cash
proceeds received from the sale or disposition of assets.

The Junior Note calls for semi-annual principal payments with final
maturity at December 31, 2006, as follows (in thousands):

|      |  |                                       |  |   |       |   |       | 
|----- |  | ------------------------------------- |  | - | ----- | - | ----- | 
|2003  |  |                                       |  |   |       | $ | 312   | 
|2004  |  |                                       |  |   |       |   | 624   | 
|2005  |  |                                       |  |   |       |   | 624   | 
|2006  |  |                                       |  |   |       |   | 1,246 | 
|      |  |                                       |  |   |       |   |      
|Total |  |                                       |  |   |       | $ | 2,806 | 
|      |  | Unamortized Discount at June 30, 2003 |  |   | (548  | )
|      |  |                                       |  |   |       |   |      
|      |  | Junior Note Balance                   |  | $ | 2,258 |  
|      |  |                                       |  |   |       |   |      

The Junior Note Indenture Agreement provides that the principal payments
outlined above will be made, subject to the express condition that certain
performance tests are satisfied. Based upon the Companys current information,
it believes that the payments will be made.

NOTE 7: INTEGRATION ACTIVITIES

In connection with its Plan, the Company has undertaken certain
integration and restructuring activities to realign organizationally, eliminate
excess capacity and streamline its operations and further enhance its off-shore
service capabilities. As such, the Company has been and is in the process of
closing certain operating locations. As of June 30, 2003 and December 31,
2002, the Company has accrued $0.3 million and $0.5 million, respectively,
related to its commitment to these activities. As of June 30, 2003, the
Company has substantially completed these activities. The Companys remaining
obligations related to these activities will be paid through the second quarter
of 2004.

During the second quarter of 2003, the Company announced and began the implementation
of a plan to strategically re-brand its image and marketing activities consistent with its business
process outsourcing offerings. In connection therewith, the Company strategically restructured its sales force and sales activities.
The Company recorded a special charge of $0.5 million during the second quarter, which consisted principally
of severance costs, related to its sales force restructuring. As of June 30, 2003, the Company had accrued $0.2 million
related to its remaining obligations for this activity, which is expected to be paid throughout the remainder of 2003.

NOTE 8: INCOME TAXES

In connection with the Plan, a gain on cancellation of indebtedness was
realized by the Predecessor in the amount of approximately $272.3 million. The
ultimate gain realized by the Company will depend upon the final resolution of
claims in the Bankruptcy Court and could vary from that currently realized.
This gain was not taxable since the gain resulted from reorganization under the
Bankruptcy Code. On January 1, 2003, the Company was required, to reduce all
of the net operating loss carry forwards (NOLs), certain tax credits and tax
basis in assets in an amount equal to such gain on extinguishment.

The reorganization of the Company on the Effective Date constituted an
ownership change under Section 382 of the Internal Revenue Code. Consequently,
the use of any of the NOLs and tax credits generated prior to the ownership
change, that are not reduced pursuant to the provisions discussed above, will
be subject to an annual limitation.

At June 30, 2003, the Company has a provision for income taxes of $0.2
million for foreign and state income taxes.

The Companys management, in assessing the realizability of deferred tax
assets, must consider whether it is more likely than not that part or all of
the deferred tax assets may not be realized. This assessment includes
consideration for the scheduled reversal of temporary taxable difference,
projected future taxable income, and tax planning strategies. At June 30,
2003, due to the high degree of uncertainty surrounding their realizability, a
full valuation allowance has been established on all of the deferred taxes.

NOTE 9: EARNINGS PER SHARE

Basic earnings per share have been computed in accordance with SFAS No.
128, Earnings per Share. The weighted average common shares used for the
three month and six month period ending June 30, 2003 were 30,045,000. This
includes shares reserved for distribution under the Companys Plan in addition
to shares issued and outstanding as of June 30, 2003.

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NOTE 10: COMMITMENTS AND CONTINGENCIES

As a consequence of the Debtors Plan, any claims from actions or
proceedings against the Companys domestic operations, related to periods prior
to or on the Petition Date, will be treated according to such Plan, which
generally provides unsecured claims to be settled in common shares of New Lason
and claims related to Old Lason common stock or securities to be discharged.

The Company is a defendant in an adversary proceeding in the Bankruptcy
Court for the District of Delaware in Wilmington. The plaintiff is Ark 2000-1
CLO, Limited (Ark), one of the Companys senior note holders. The nature of
the dispute is over certain provisions in the Companys Pre-petition Credit
Agreements and Plan, which call for the sharing of net proceeds from certain
designated asset sales between the Company and the senior note holders. Ark
alleges, among other things, that the Company is not entitled to the use or
share of such net sale proceeds. The net proceeds in dispute are approximately
$1.7 million, of which approximately $1.5 million is currently being held in
escrow by the Pre-petition Agent. The Company believes the plaintiffs
arguments are without merit and it is vigorously defending itself in this
matter. Final arguments and closing briefs have been given and filed with the
Bankruptcy Court. The exact timing of a ruling by the Court is not known at
this time. Any unfavorable outcome or settlement, if any, in this matter could
result in a charge to current earnings.

In addition to the foregoing, the Company is subject to lawsuits and
pending or asserted claims with respect to matters arising out of the ordinary
course of business. Although the Company cannot predict the outcomes of these
legal proceedings, it is not currently aware of any claim or action, in the
aggregate, that would have a material adverse effect on its financial position,
results of operations or liquidity.

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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Lason is a leading provider of integrated information outsourcing
solutions through in excess of 60 locations and facilities management sites in
26 states, India, China (service relationship), Mexico and Canada. The Company
serves over 5,500 active customers primarily in the healthcare, financial
services, government and manufacturing and industrial vertical markets. The
Companys core competency resides in its ability to enhance the performance of
its customers business by outsourcing their non-core business processes and
back office operations. The Companys primary services are data, document and
image capture, web-based document repository services via its Document DNA
(digital network access) product, analog services, on-site facilities
management, print and mail type services, database management and other
professional services. The Companys service capabilities across a broad range
of data and media types allows its customers to fulfill their business process
and information outsourcing needs with a single vendor regardless of geography.
Lasons capability to capture, manage and output information includes both
traditional and digital services that support customer migration to new
technologies including internal-based applications.

The Companys strategy is to be a value-added business partner to its
customers by leveraging its integrated business process outsourcing (BPO)
capabilities across a broad geographical spectrum to continually assist them in
reducing their information management and back office costs and minimize their
on-going technology and capital requirements. Key components to this strategy
are the Companys strategically located off-shore capabilities and solution
offerings, such as Document DNA (its web-based document repository), which
allow it to fulfill customers business process outsourcing needs cost
effectively twenty-four hours a day, seven days a week.

Fresh Start Reporting and Factors that Affect Comparability of Financial
Information

As previously disclosed, the Debtors emerged from Chapter 11 bankruptcy
proceedings on July 1, 2002, which for financial reporting purposes, the
Company deemed the Effective Date of the Plan. Fresh start reporting has been
implemented as of the Effective Date and accordingly, at such date, all assets
and liabilities of the Debtors were restated to their respective fair values.
See Note 3 to the unaudited condensed consolidated financial statements,
included elsewhere in this Form 10-Q, for a discussion of the fresh start
adjustments. For financial reporting purposes references to Predecessor
refer to Old Lason on and prior to June 30, 2002. References to Successor
refer to New Lason on and after July 1, 2002, after giving effect to the
implementation of fresh start reporting. Successor financial statements are
therefore not comparable to Predecessor financial statements.

The accompanying unaudited condensed consolidated financial statements of
Lason, Inc. (together with its subsidiaries, Lason or the Company) have
been prepared in conformity with generally accepted accounting principles for
interim financial information, but not in conformity with the instructions for
Form 10-Q and Rule 10-01 of Regulation S-X, as the Company has not presented
comparable information for the three and six month periods ending June 30,
2002.

As previously disclosed in the Companys Form 8-K filed, on March 26,
2001, the Company informed the U.S. Securities and Exchange Commission and U.S.
Attorney for the Eastern District of Michigan of accounting irregularities and
system deficiencies that affected certain portions of the Companys financial
statements. Some of these items were material to the Companys financial
statements for at least the third quarter of 1999 and may also have been
material to statements for other periods. The irregularities and deficiencies
were found in accounting records of the Companys North American operations.

A Special Committee of the Companys Board of Directors determined that
these irregularities and deficiencies may have occurred during some periods
between late 1997 and 1999. The Committee also found that the Companys
financial statements for at least the third quarter of 1999 requires
restatement. The Committee and Company do not believe that any such
irregularities have extended beyond the first half of 2000. The extent of any
misstatements is still being investigated and

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evaluated by the Company. As a
result, the Companys financial statements for the years ended December 31,
2001 and
December 31, 2000, have not been reviewed or audited by an independent
public accounting firm and do not reflect the impact resulting from the
correction of, if any, accounting irregularities or system deficiencies, which
are under investigation. As such, the Company has not provided comparable
financial information in this Form 10-Q for the three and six month periods
ending June 30, 2002. Accordingly, the discussion of results of operations and
liquidity and capital resources is limited to the three and six month periods
ended June 30, 2003 or subsequent periods. As a result of adopting fresh start
reporting, the Company believes the ultimate effects, if any, from the alleged
accounting irregularities during 1997  1999, as discussed above, have been
eliminated in the financial statements as of and for the three and six month
periods ended June 30, 2003.

On May 13, 2003, the Company announced its continued cooperation with the
SEC and U.S. Attorney with respect to their investigations regarding accounting
irregularities potentially affecting certain portions of the Companys
financial statements from 1997-1999. Based on the investigations, the SEC and
U.S. Attorney respectively announced the filing of civil and criminal charges
against three former employees of the Company. These actions were brought
solely against and relate to the three individual former employees and are not
against the Company itself. The SEC and U.S. Attorney are not bringing civil
or criminal charges against the Company.

Development of Code of Ethics and Compliance Program

The Company engaged outside corporate counsel to assist it in the
development of a new corporate Code of Business Conduct, Compliance and Ethics.
The Company adopted such Code in late 2002, which included among other things
the establishment of a corporate Compliance Officer, the basic obligations and
responsibilities of all Lason employees to the Corporation, provisions
regarding the accuracy and completeness of company records, and guidelines for
avoiding conflicts of interest and protecting and preserving all Company
assets. The Company implemented such program during the first quarter of 2003.

Results of OperationsThree and Six Months Ended June 30, 2003

Consolidated net revenues were $43.2 and $87.2 million for the three and
six months ended June 30, 2003. The Companys revenues are generally based
upon transaction volumes of information and data sent to it by third parties.
For the most part, these volumes are not contractually required or guaranteed.
In addition, the mix of the Companys revenue is dependent upon the application
or service being provided and can vary between project and recurring type work.
In many cases, the work being performed by the Company for an individual
customer contains elements of both project and recurring type work. Project
work represents one-time services. Recurring work represents services being
provided to a customer on a consistent basis that are generally under contract
or have been regularly provided by the Company to the customer through a long
standing relationship. Generally, the Company experienced lower transaction
volumes from its customers during the first six months of 2003,
consistent with the overall softness and lower growth rates in the U.S. economy
as a whole.

Gross profit was $11.3 and $22.9 million for the three and six months
ended June 30, 2003. The Companys cost of revenues consist primarily of
wages and benefits to its employees, the cost of materials and equipment and
other items related to directly providing services and products to its
customers.

Selling, general and administrative expenses were $10.4 and $21.6 million
for the three and six months ended June 30, 2003. In connection with its Plan,
the Company has undertaken certain integration and restructuring activities to
realign organizationally, eliminate excess capacity and streamline its
operations and further enhance its off-shore service capabilities. As such, the
Company has been and is in the process of closing certain operating locations.
As of June 30, 2003, the Company has accrued $0.3 million related to its
commitment to these activities. The Company has substantially completed these
activities as of June 30, 2003. The Companys remaining obligations related to
these activities will be paid through the second quarter of 2004. In addition, during the
second quarter of 2003, the Company announced and began the implementation of a plan to strategically re-brand
its image and marketing activities consistent with its business process outsourcing offerings. In connection
therewith, the Company strategically restructured its sales force and sales activities. The Company
recorded a special charge of $0.5 million during the second quarter, which consisted principally
of severance costs, related to its sales force restructuring. As of June 30, 2003, the Company had accrued $0.2
million related to its remaining obligations for this activity, which is expected to be paid throughout the remainder of 2003.
Included in the results of operations for the three and six months ended June 30, 2003 was
approximately $0.6 and $1.3 million, respectively, in depreciation expense
related to property and equipment.

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Net interest expense was $0.8 and $1.5 million for the three and six month
periods ended June 30, 2003, respectively, consisting principally of interest
on the Companys Senior Notes.

The provision for income taxes was approximately $0.1 and $0.2 million for
the three and six month periods ended June 30, 2003, respectively, related to
foreign and state income taxes.

Liquidity and Capital Resources

At June 30, 2003, the Company had net working capital of $37.7 million, a
current ratio of 2.3 to 1.0 and cash and cash equivalents of $24.4 million.
The Companys net senior debt (defined as total Senior Notes less cash and cash
equivalents) was $19.5 million at June 30, 2003. The Company has funded its
operations and integration and restructuring activities through a combination
of cash from operations and net proceeds from sales of non-core assets. Net
cash provided by operating activities for the six months ended June 30, 2003
was $2.1 million. The net cash used in operating activities was reduced by
payments made with respect to the Companys previous bankruptcy proceedings for
professional and administrative fees, cure costs and other administrative type
claims. These payments totaled approximately $0.6 million for the six month
period ended June 30, 2003. The Company expects these payments to
substantially decrease over time as certain administrative claims related to
Companys cases are settled. The Company estimates that its total remaining
obligation related to these types of items is approximately $0.6 million at
June 30, 2003 and that these will be paid over the remainder of 2003.

Net cash used in investing activities totaled $1.3 million for the six
months ended June 30, 2003. These funds were used for investments in capital
assets. At June 30, 2003, the Company has completed its non-core asset
divestiture program, which was committed to as part of its Plan of
Reorganization. According to the terms of certain sale agreements, part of the
consideration was deferred, contingent upon certain future events or structured
as a future royalty. At June 30, 2003, the Company estimates that
approximately $0.7 million in additional net proceeds from these sales could be
received, primarily over the remainder of 2003 and first part of 2004. As
called for under the Companys Plan, most of the net cash proceeds are required
to be applied as principal payments against the Companys Senior Notes.

The Companys long term obligations as of June 30, 2003 consist of Senior
Notes in the aggregate outstanding amount of $43.9 million, which are
collateralized by a lien on all property of the Company, guarantees of certain
of the Companys subsidiaries, as well as pledges of the capital stock of
certain subsidiaries and an unsecured, non-interest bearing Junior Note, in the
principal amount of $2.8 million issued to certain key managers (who were also
ex-owners of businesses acquired by Lason). The Senior Notes are supported by
a Credit Agreement and bear interest at the prime rate (floating) plus 2.5
percent (6.50% at June 30, 2003). The Credit Agreement contains restrictions on
acquisitions, disposition of assets, and the incurrence of other liabilities
and contain certain financial covenants. In addition to quarterly principal
payments, the Credit Agreement calls for principal reductions from net cash
proceeds received from the sale or disposition of assets.

The Junior Note Indenture Agreement provides that the principal payments
will be made, subject to the express condition that certain performance tests
are satisfied. Based upon the Companys current information, it believes that
the payments will be made.

Management believes that it has sufficient liquidity through its cash from
operations and cash on hand of $24.4 million at June 30, 2003 to meet its
on-going business needs, including satisfying its long term obligations as they
become due. The Company consistently monitors and evaluates its capital
structure and options for maximizing the efficiency and availability of such.
Should the Company require future financing, no assurances can be given that
the terms or availability of such would be favorable to the Company.

Inflation

Certain of the Companys expenses, such as wages and benefits, occupancy
costs, and equipment repair and replacement, are subject to normal inflation.
Supplies, such as paper and related products, can be subject to significant
price fluctuations. There can be no assurance that the Company will be able to
offset any future cost increases through efficiencies or increased charges for
its services and products.

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Effect of Potential Fluctuations in Quarterly Operating Results; Seasonality

The Company has experienced, and in the future may experience, significant
quarter to quarter fluctuations in its operating results. Quarterly operating
results may fluctuate as a result of a variety of factors, including but not
limited to, the size and timing of customer contracts, changes in customer
budgets, variations in the cost of temporary labor and paper, the integration
of acquired businesses into the Companys operations, the demand for the
Companys services, the timing and introduction of new services, the market
acceptance of new services, the introduction and timing of new services by the
Companys competitors, competitive conditions in the industry and general
economic conditions. The Companys businesses are also typically seasonal as
sales and profitability are generally lower during the third and fourth
quarters of the year. Negative trends or variations in these items could have
a material adverse effect on the Companys business, financial condition or
results of operations.

Market Risk

The Company believes one of its strategic advantages is its long-standing
off-shore service capabilities, which are used to service certain of its North
American customers. Operations in these countries are subject to certain
economic and political risks unlike its operations in the United States. The
Company does not hedge its investment in these operations or other risks
arising out of operating in these foreign countries. The Company has not
experienced significant economic or political difficulties in these operations
to date. However, the Company cannot predict changes in the economic or
political conditions in these foreign countries or the ultimate impact they may
have on its business, financial condition or results of operations.

Speculative Nature of Common Stock; Lack of Trading Market; Issuance to Disbursing Agent

The Companys Plan reserved 30,000,000 shares of Common Stock for
distribution. Of the 30,000,000 shares reserved for distribution, the
Companys Plan called for 87.5% or 26,250,000 shares to be issued in respect of
general unsecured claims against the Debtors and 12.5% or 3,750,000 shares to
be issued to management of the Company as part of an Executive Management
Incentive Plan. The Plan called for such shares to be distributed to Allowed
Claim Holders via a Disbursing Agent when reasonably practical.

In April of 2003, the Company did an initial distribution of its common
stock in accordance with the Plan and 26,672,344 shares were issued to the Senior Note holders, general
unsecured creditors and management of the Company. The Company still has
3,327,656 shares reserved for distribution pending the final resolution of
claims under its plan. The Company currently cannot speculate as to the
ultimate completion date for the final issuance of the shares held in reserve,
as such is dependent upon the litigation and settlement of claims in the
Bankruptcy Court. The Company desires to complete this process as soon as
reasonably practical.

There is currently no trading market for the Common Stock. There can be
no assurance regarding the future development of a market for or as to the
liquidity of the Common Stock when the all of the shares are distributed. The
Company is currently not in compliance with certain regulations of the SEC
necessary for its securities to be listed and traded on a national securities
exchange or on NASDAQ. The Company cannot provide any assurances as to if or
when it would meet such requirements.

Non-Core Asset Sales

The Predecessor was created through approximately 76 acquisitions during
the period of 1996 through 1999, with 55 of those acquisitions occurring in
1998-1999. A significant part of the Companys Plan was the divesture of
certain non-core assets and businesses. The Company has completed the
divestiture of in excess of 30 non-core businesses and fulfilled its commitment
as outlined under the Plan.

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Earnout Obligations

In executing its acquisition strategy, the Predecessor generally entered
into additional purchase price arrangements as part of the purchase agreement.
Such additional purchase price arrangements would pay the former owner of the
business additional amounts depending upon the post-acquisition performance of
the business (i.e., an earnout). The Companys financial obligation related to
these agreements has been extinguished under the Plan, with the exception of
those key manager claims that have been allowed and are represented by the
Companys Junior Note, in the principal amount of $2.8 million at June 30,
2003.




ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Lason has exposure to interest rate risk on its Senior Notes, which bear
interest at a variable rate. Based on the Companys outstanding balance on June
30, 2003 of $43.9 million, a one-percent increase or decrease in interest rates
would decrease or increase, respectively, the Companys pre-tax earnings and
operating cash flows by appropriately $0.4 million on an annualized basis.




ITEM 4: CONTROLS AND PROCEDURES

The term disclosure controls and procedures is defined in Rules
13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the Exchange
Act). These Rules refer to the controls and procedures of a company that are
designed to ensure that information required to be disclosed by a company in
the reports that it files under the Exchange Act is recorded, processed,
summarized and reported within required time periods. Our Chief Executive
Officer and Our Chief Financial Officer have evaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report (the Evaluation Date), and have concluded that our disclosure controls
and procedures are effective in providing them with material information
relating to the Company known to others within the Company which is required to
be included in our periodic reports filed under the Exchange Act. Reference is
made to: Item 2: Managements Discussion and Analysis of Financial Condition
and Results of OperationsFresh Start Reporting and Factors that Affect
Comparability of Financial Information for a discussion of the Companys
inability to provide comparable financial information in the Form 10-Q for the
three and six month periods ending June 30, 2002.

There have been no changes in the Companys internal controls over
financial reporting that occurred during the period this Form 10-Q was being
prepared that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

Lason may from time to time provide information including certain
statements included in or incorporated by reference in this Form 10-Q which
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Those forward-looking statements include the intent,
belief or current expectations of the company and its management. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve a number of risks and
uncertainties, and that actual results could differ materially from those
indicated by such forward-looking statements. Among the important factors that
could cause actual results to differ materially from those indicated by such
forward looking statements are: (1) important information is of a preliminary
basis and subject to further adjustment, (2) the assimilation of business
units, (3) the economic, political and regulatory environment, (4) competitive
risks and uncertainties, (5) dependence on key customers and management, (6)
fluctuations in paper prices, (7) price and availability of qualified temporary
labor, (8) reliability of Company data, (9) changes in the business outsourcing
industry, (10) managements ability to implement its business plan, (11) the
financial and legal effect of any outstanding litigation, (12) ultimate
resolution and settlement of administrative and priority claims, including
priority tax claims, whether known or unknown as a result of the Companys
previous Chapter 11 filing, (13) status of the Companys financing, (14) other
important factors beyond the control of Lason and (15) other risks identified
from time to time in the Companys reports and registration statements filed
with the Securities and Exchange Commission. Actual future results may vary
significantly from those set forth herein. These forward-looking statements
represent Lasons judgment as of the date of this report. Lason disclaims,
however, any intent or obligation to update its forward-looking statements.

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PART II. OTHER INFORMATION




Item 1. Legal Proceedings.

The Company is a defendant in a proceeding in the Bankruptcy Court for the
District of Delaware in Wilmington. The plaintiff is Ark 2000-1 CLO Limited,
(Ark), one of the Companys senior note holders. The nature of the dispute is
over certain provisions in the Companys pre-petition credit agreement and
First Amended Joint Plan of Reorganization of Lason, Inc. and its Subsidiary
Debtors, as modified (the Plan), which call for the sharing of net proceeds
from certain designated asset sales between the Company and the senior note
holders. Ark alleges, among other things, that the Company is not entitled to
the use of or share of such net sale proceeds. The net proceeds currently in
dispute are approximately $1.7 million, of which approximately $1.5 million is
being held in escrow by the Pre-Petition Agent. The Company believes that Arks
arguments are without merit and it is vigorously defending itself in this
matter. Final arguments and closing briefs have been given and filed with the
Bankruptcy Court. The exact timing of a ruling by the Court is not known at
this time. Any unfavorable outcome or settlement, if any, in this matter could
result in a charge to current earnings.

Various other claims have been made against the Company in the normal
course of business which management believes will not have a material adverse
effect on the Companys business, financial condition or results of operations.




Item 6. Exhibits and Reports on Form 8-K



|a. |  | Exhibits
|-- |  | --------

|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer                                                                               
|31.2 |  | Certification of Chief Financial Officer                                                                               
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|b. |  | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                   
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | On May 6, 2003, the Company filed a Form 8-K disclosing in Item 5 thereof
and including as an exhibit the press release announcing the issuance of
26,672,344 shares of its Common Stock.                                                                                                                                                                             
|  
|   |  | On May 16, 2003, the Company filed a Form 8-K disclosing in Item 5 thereof
and including as an exhibit the press release announcing its continued
cooperation with the SEC and the U.S. Attorney with respect to their
investigations regarding accounting irregularities potentially affecting
certain portions of the Companys financial statements from 1997-1999.
|  
|   |  | On May 19, 2003, the Company filed a Form 8-K disclosing in Item 9 thereof
and including as an exhibit the press release announcing its results of
operations for the first quarter ended March 31, 2003.                                                                                                                                                             

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SIGNATURES

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

|                |  |             |     |                                                                
|--------------- |  | ----------- | --- | ---------------------------------------------------------------
|August 14, 2003 |  | LASON, INC.
|               
|               
|                |  | By:         | /s/ | RONALD D. RISHER                                               
|                |  |             |    
|                |  |             |     | Chief Executive Officer; President and
Director                
|               
|               
|                |  | By:         | /s/ | DOUGLAS S. KEARNEY                                             
|                |  |             |    
|                |  |             |     | Executive Vice President; Chief Financial Officer
and Secretary

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##### Table of Contents






EXHIBIT INDEX

| |  |         |      |  |             |                                                                                                                         
| |  | ------- | ---- |  | ----------- | ------------------------------------------------------------------------------------------------------------------------
| |  | Exhibit |      |  | Description
| |  |         |      |  |            
| |  |         | 31.1 |  |             | Certification of Chief Executive Officer                                                                                
| |  |         |      |  |             |                                                                                                                         
| |  |         | 31.2 |  |             | Certification of Chief Financial Officer                                                                                
| |  |         |      |  |             |                                                                                                                         
| |  |         | 32.1 |  |             | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes- Oxley Act of 2002.

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