SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended March 31, 2003

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

              For the transition period from__________to__________.

                          Commission File No. 2-95836-NY


                               EGAN SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                                          13-3250816
----------------------------------             ---------------------------------
 (State or other jurisdiction of               (IRS Employer Identification No.)
  incorporation or organization)


               4904 Waters Edge Drive, Suite 160 Raleigh, NC 27606
    ------------------------------------------------------------------------
                    (Address of principal executive offices)

                                (919) 851 - 2239
                            -------------------------
                           (Issuer's telephone number)

     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  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. YES NO X

     As of May 15, 2003, 18,971,652 shares of Common Stock of the issuer were
outstanding.
<PAGE>



                               Egan Systems, Inc.
                                      INDEX


                                                                          Page
                                                                         Number
PART I - FINANCIAL INFORMATION

  Item 1.  Consolidated Financial Statements

           Consolidated Balance Sheets - March 31, 2003                   3

           Unaudited Consolidated Statements of Operations - For the
           three months ended March 31, 2003 and 2002                     4

           Unaudited Consolidated Statements of Cash Flows-
           For the three months ended March 31, 2003 and 2002             5

           Notes to Consolidated Financial Statements                     6

  Item 2.  Management Discussion and Analysis of Financial
           Condition and Results of Operations                            7
  Item 3.  Controls and Procedures                                        7

PART II - OTHER INFORMATION

    Item 1.    Legal Proceedings                                          8
    Item 2.    Changes in Securities                                      8
    Item 3.    Defaults Upon Senior Securities                            8
    Item 4.    Submission of Matters to a Vote of Security Holders        8
    Item 5.    Other Information                                          8
    Item 6.    Exhibits                                                   8
    Signatures                                                            8
    Certifications                                                        9
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

                       EGAN SYSTEMS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
Cash                                                     $          23,279
Accounts receivable, net of allowance of $3,291                     37,537
Inventory                                                              620

Total Current Assets                                                61,436

PROPERTY AND EQUIPMENT, net                                         29,083

OTHER ASSETS
Computer software development costs, net                            44,961
Security deposit                                                       966

TOTAL ASSETS                                             $         136,446

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                                  $175,917
Accrued liabilities                                                 23,915

TOTAL LIABILITIES                                                  199,832


STOCKHOLDERS' DEFICIT
Common stock, $0.05 par value, 30,000,000
Shares authorized, 18,971,652 shares issued
and outstanding                                                    948,583

Additional paid-in capital                                       4,501,026
Accumulated deficit                                             (5,512,995)

TOTAL STOCKHOLDERS DEFICIT                                        (63,386)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT              $        136,446


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

                                       3
<PAGE>


                        EGAN SYSTEMS, INC. AND SUBSIDIARY
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                          For the Three Months Ended March 31,
                                              2003                  2002
                                            ---------             --------




NET SALES                               $     103,107         $      113,609


COST AND EXPENSES
Cost of goods sold                             3,930                   4,442
Research and development                           -                  16,336
Selling, shipping, general and               122,549                  34,253
administrative
Royalty expense                                  453                   2,816
Depreciation and                              72,294                  78,125
amortization

Total Expenses                               199,226                 135,972

NET LOSS                               $     (96,119)        $       (22,363)

BASIC AND DILUTED LOSS PER             $       (0.01)        $         (0.00)
COMMON SHARE

BASIC WEIGHTED AVERAGE                    18,971,652              19,646,652
SHARES



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

                                       4
<PAGE>


                        EGAN SYSTEMS, INC. AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                            For the Three Months Ended March 31,
                                                  2003               2002
CASH FLOWS FROM OPERATIONS
Net loss                                      $ (96,119)        $   (22,362)
Adjustments to reconcile net (loss) to net
 cash used by operating activities:
Depreciation and amortization                    72,294              78,125
Changes in operating assets and liabilities:
Accounts receivable                             (11,615)             (4,268)
Inventory                                         3,930                (750)
Accounts payable and accrued liabilities         13,880             (26,849)

Net cash provided by (used) by operating        (17,630)             23,896
activities

CASH FLOW FROM INVESTING
Computer software development costs                   -             (24,307)

Net cash used in investing activities                 -             (24,307)

CASH FLOW FROM FINANCING
                                                      -                   -

Net cash provided by financing activities             -                   -

Decrease in cash and cash equivalents           (17,630)               (411)

Balance at beginning of year                     40,909              10,643

Balance at end of year                        $  23,279         $    10,232


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

                                       5
<PAGE>


                       EGAN SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 -- Basis of Presentation

The unaudited condensed  consolidated financial statements of Egan Systems, Inc.
have been prepared in accordance with generally accepted  accounting  principles
for interim financial information and pursuant to the requirements for reporting
on Form  10-QSB.  Accordingly,  they do not  include  all  the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.   However,  such  information  reflects  all  adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management,  necessary for a fair statement of results for the interim  periods.
Results shown for interim periods are not necessarily  indicative of the results
to be obtained for a full fiscal year. These interim financial statements should
be read in conjunction with the audited  financial  statements and notes thereto
included in the Company Form 10-KSB for the fiscal year ended December 31, 2002.


                                       6
<PAGE>


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

Results of Operations

Three Months  Ended March 31, 2003  compared to the Three Months Ended March 31,
2002

     Revenues for the three months ended March 31, 2003, decreased by $10,502 or
9.2% to $103,107 from $113,609 for the  corresponding  period of the prior year.
The  decrease  in revenue is  reflective  of the slow  domestic  economy and the
decrease in high tech spending.

     Cost of goods sold for the three months  ended March 31, 2003  decreased by
$512 or 11.5% to $3,930  from $4,442 for the  corresponding  period of the prior
year.  The  decrease in cost of goods sold  represents  the decrease in sales of
tools during the three month period ended March 31, 2003.

     There was no  research  and  development  done by the Company for the three
months ended March 31, 2003. For the corresponding period of the prior year, the
company had research and development expenditures of $16,336.

     Selling, shipping, general and administrative expenses increased by $88,296
or 257.8% to $122,549  from  $34,253 for the  corresponding  period of the prior
year. The increase in selling,  shipping, general and administrative expenses is
principally  attributable  to increases  in audit fees and  increases in payroll
expense.

     Royalty  expense  declined  by  $2,363  or 83.9% to $453 for the  quarterly
period  ended  March 31, 2003 from  $2,816 for the  corresponding  period of the
prior year. The decrease in royalty expenses is attributable to a decline in the
sale of third party software.

     Depreciation  and  amortization  expenses  declined  by  $5,831  or 7.5% to
$72,294  for the  three  months  ended  March  31,  2003  from  $78,125  for the
corresponding   period  of  the  prior  year.   Decrease  in  depreciation   and
amortization  reflects the reduction in amortization from less computer software
development cost being capitalized.

     As a  result  of the  foregoing,  the  Company's  net  operating  and  loss
increased  by $73,756 or 330% to $96,119  for the three  months  ended March 31,
2003 from $22,363 for the period ended March 31, 2002.

Liquidity and Capital Resources

     As of March 31,  2003 the  Company  had cash of  $23,279  and a deficit  in
working capital of $138,396. This compares with cash of $10,232 and a deficit in
working capital of $152,139 as of March 31, 2002.

     Cash used by  operating  activities  totaled  $17,630 for the three  months
ended March 31, 2003.  This compares with cash provided by operating  activities
of $23,896 for the corresponding period of the prior year. The net change is the
result of a substantial  increase of the net operating  loss which was partially
offset by a  reduction  in  depreciation  and  amortization  and  changes in the
current accounts.

     There were no cash flows from investing  activities during the three months
ended March 31, 2003. For the three months ended March 31, 2002, the Company had
computer software development costs of $24,307.

     The Company had no cash flows from any financing  activities for either the
three months ended March 31, 2002 or March 31, 2003.

     Historically, the Company has funded its operations through the sale of its
shares or borrowings from its principal shareholder. As the Company continues to
incur net operating  losses,  the need for outside  capital sources becomes more
acute.  Unless  the  company  is able to become  profitable,  sell its shares or
obtain loans from third parties,  the Company will not have  sufficient  cash to
maintain its current operations or continue as a going concern.  As of March 31,
2003,  the  Company  had a deficit in working  capital of  $138,396.  Therefore,
unless it is able to generate  additional business or obtain outside funding, it
will have insufficient  capital to continue its business operations for the next
twelve months.

                                       7
<PAGE>

Item 3.  Controls and Procedures

     (a) Evaluation of disclosure  controls and procedures.  Our chief executive
officer and our chief financial  officer,  after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange  Act  of  1934  Rules  13a-14(c)  and  15-d-14(c))  as of a  date  (the
"Evaluation  Date")  within 90 days  before  the filing  date of this  quarterly
report,  have concluded that as of the Evaluation Date, our disclosure  controls
and  procedures  were adequate and designed to ensure that material  information
relating to us and our consolidated  subsidiaries would be made known to them by
others within those entities.

     (b) Changes in internal controls.  There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.

                                    PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

                  None

Item 2.   Changes in Securities

                  None

Item. 3. Senior Securities

                  None

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

                  None

Item 5.  Other Information

                  None

Item 6. Exhibits and Reports on Form 8-K

a)       Exhibits
         None

b)       Reports on Form 8-K
         None
                                    Signature


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

                               EGAN SYSTEMS, INC.


                              /s/ Ralph Jordan
                              -------------------------------------
May 20, 2003                 Ralph Jordan
                              Chairman and Chief Executive Officer
                              Secretary / Treasurer and Chief Financial Officer



                                       8
<PAGE>


                                 CERTIFICATIONS

I, Ralph Jordan, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Egan Systems, Inc.;

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 we 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 function):

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 or not 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.

Dated: May 20, 2003

By:/s/ Ralph Jordan
  -----------------------
Ralph Jordan
Chief Executive Officer

<PAGE>


I, Ralph Jordan, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Egan Systems, Inc.;

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 we 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 function):

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 or not 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.

Dated: May 20, 2003

By:/s/ Ralph Jordan
  ----------------------
Ralph Jordan
Chief Financial Officer