U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended December 31, 2002.

[  ]  Transition report pursuant to Section 13 or 15(d) of the Exchange act for
the transition period from                 to
                           ---------------     -------------------------

Commission File Number:    0-20316
                        ------------
                                  Avitar, Inc.
-------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

Delaware                                                     06-1174053
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

65 Dan Road, Canton, Massachusetts                              02021
----------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

                                 (781) 821-2440
 -------------------------------------------------------------------------------
                          (Issuer's telephone number)


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                            COMMON STOCK: 65,288,605
                             AS OF FEBRUARY 12, 2003

Transitional Small Business Disclosure Format
(Check One):               [  ] Yes ;       [x] No



                               Page 1 of 22 pages
                        Exhibit Index appears on page 20
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page


PART I:  FINANCIAL INFORMATION                                                3


 Item 1   Consolidated Financial Statements
             Balance Sheet                                                    4
             Statements of Operations                                         5
             Statement of Stockholders' Equity                                6
             Statements of Cash Flows                                         7
             Notes to Consolidated Financial Statements                       8


 Item 2   Management's Discussion and Analysis or Plan of Operation          11

 Item 3   Procedures and Controls                                            14

PART II: OTHER INFORMATION                                                   15

 Item 2  Changes in Securities and Use of Proceeds                           16


 Item 6  Exhibits and Reports on Form 8-K                                    16


SIGNATURES                                                                   16

CERTIFICATIONS                                                               18

EXHIBIT INDEX                                                                20
<PAGE>

                          PART I FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

                          Avitar, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                December 31, 2002
                                   (Unaudited)

--------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                  $215,459
Accounts receivable                                         951,511
    Inventories                                             750,206
Prepaid expenses and other                                   78,811
                                                         ----------
Total current assets                                      1,995,987

PROPERTY AND EQUIPMENT, net                                 386,157
  GOODWILL, net                                           2,139,555
   OTHER ASSETS                                             207,950
                                                         ----------
          Total                                          $4,729,649
                                                         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Notes payable                                          $  435,062
Accounts payable                                          1,780,128
Accrued expenses                                          1,319,304
Deferred revenue                                             69,100
Current portion of long-term debt                            20,618
                                                         ----------
Total current liabilities                                 3,624,212

LONG TERM DEBT, LESS CURRENT PORTION                      1,244,623
                                                         ----------
Total liabilities                                         4,868,835
                                                         ----------

COMMITMENTS

STOCKHOLDERS' EQUITY:
Series A, B, C and D convertible preferred
 stock, $.01 par value; authorized 5,000,000
 shares; 236,202 shares issued and  outstanding               2,361
Common Stock, $.01 par value; authorized
 100,000,000 shares; 63,051,241 shares issued
 and outstanding                                            630,513
Additional paid-in capital                               42,339,496
Accumulated deficit                                     (43,111,556)
                                                        ------------
Total stockholders' equity                                 (139,186)
                                                        ------------
          Total                                         $ 4,729,649
                                                        ============

See accompanying notes to consolidated financial statements.

<PAGE>
                          Avitar, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
                                                               THREE MONTHS ENDED DECEMBER 31,
                                                  --------------------------------------------------
                                                               2002                        2001
                                                         --------------                 ------------

<S>                                                        <C>                           <C>
SALES                                                      $1,873,799                    $3,242,414
                                                         -------------                  ------------
OPERATING EXPENSES
Cost of sales                                               1,190,167                     1,637,841
Selling, general and administrative                         1,344,248                     1,508,918
Research and development                                      273,128                       392,155
Amortization of goodwill                                           --                        77,498
                                                         -------------                  ------------
Total operating expenses                                    2,807,543                     3,616,412
                                                         -------------                  ------------

LOSS FROM OPERATIONS                                         (933,744)                     (373,998)
                                                         -------------                  ------------

OTHER INCOME (EXPENSE)
Interest expense and financing costs                          (76,123)                      (20,575)
Other income (expense)                                          1,095                        16,167
                                                         -------------                  ------------
Total other expense                                           (75,028)                       (4,408)
                                                         -------------                  ------------

     NET LOSS                                             $(1,008,772)                    $(378,406)
                                                         =============                  ============

BASIC AND DILUTED NET LOSS PER SHARE (Note 6):                 $(0.02)                       $(0.01)
                                                              ========                      ========

WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING                        49,959,035                    38,769,464
                                                         =============                  ============

</TABLE>

See accompanying notes to consolidated financial statements.



                                                             5
<PAGE>
                          Avitar, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Equity
                      Three Months Ended December 31, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                          Preferred Stock                  Common Stock
                                                                                                                    Additional
                                                     Shares          Amount            Shares         Amount      paid-in capital
----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>            <C>              <C>               <C>
Balance at September 30, 2002                 1,775,330          $17,752        44,674,215       $446,742          $41,769,112

Sale of common stock and warrants                    --               --           625,000          6,250              118,750

Issuance of common stock for services                --               --           227,778          2,278               47,722

Issuance of common stock for interest on
long term debt                                                                     198,864          1,989               41,761

Conversion of Series B and Series C
preferred stock into common stock            (1,539,133)         (15,391)       15,308,794        153,088             (137,697)

Payment of preferred stock dividend,
 Series B preferred stock                             5               --                --             --                   14

Issuance of common stock and warrants
for settlement of financial consultant fees                    2,016,590         20,166              499,834

     Net loss                                        --               --                --             --                   --
---------------------------------------       ----------       ----------     -------------     ----------        -------------

Balance at December 31, 2002                    236,202           $2,361        63,051,241       $630,513          $42,339,496
---------------------------------------       ----------       ----------     -------------     ----------        -------------
</TABLE>

<PAGE>
                          Avitar, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Equity
                      Three Months Ended December 31, 2002
                              (Unaudited)(continued


                                                            Accumulated
                                                              deficit
-------------------------------------------------------------------------

Balance at September 30, 2002                             ($42,102,770)

Sale of common stock and warrants                                   --

Issuance of common stock for services                               --

Issuance of common stock for interest on
long term debt

Conversion of Series B and Series C
preferred stock into common stock                                   --

Payment of preferred stock dividend,
 Series B preferred stock                                          (14)

Issuance of common stock and warrants
for settlement of claim financial consultatant fees

     Net loss                                               (1,008,772)
-------------------------------------                      -------------

Balance at December 31, 2002                              ($43,111,556)
-------------------------------------                      -------------



See accompanying notes to consolidated financial statements.

<PAGE>
                          Avitar, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                 THREE MONTHS ENDED DECEMBER 31,
                                                          ----------------------------------------
                                                               2002                        2001
                                                          -------------                -----------
<S>                                                         <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                    ($1,008,772)                 ($378,406)
Adjustments to reconcile net loss to net cash used in
 operating activities
  Depreciation and amortization                                  54,196                     47,020
  Amortization of goodwill                                           --                     77,498
  Common stock for services                                      50,000
  Common stock for interest on long-term debt                    43,750
  Gain from sale of equity investment                                --                    (13,391)
  Changes in operating assets and liabilities:
      Accounts receivable                                       192,485                    134,261
      Inventories                                              (227,772)                  (196,720)
      Prepaid expenses and other current assets                  94,951                     46,611
      Other assets                                               14,560                      9,592
      Accounts payable and accrued expenses                     387,597                    305,847
      Deferred revenue                                           34,100                   (352,102)
                                                            -----------                -----------
      Net cash used in operating activities                    (364,905)                  (319,790)
                                                            -----------                -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment                             (3,360)                   (41,286)
Proceeds from sale of equity investment                             --                     24,391
                                                            -----------                -----------
      Net cash used in investing activities                     (3,360)                   (16,895)
                                                            -----------                -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of notes payable and long-term debt                  (44,480)                   (50,840)
Sales of common stock, preferred stock and warrants            125,000                    661,001
Stock subscription receivable                                       --                     35,000
Exercise of stock options and warrants                              --                     33,750
                                                            -----------                -----------

      Net cash provided by financing activities                 80,520                    678,911
                                                            -----------                -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          (287,745)                   342,226

CASH AND CASH EQUIVALENTS, beginning of the period             503,204                    245,409
                                                            -----------     ----------------------

CASH AND CASH EQUIVALENTS, end of the period                  $215,459                   $587,635
                                                            ===========     ======================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period:
 Income taxes                                                  $    --                     $   --
     Interest                                                  $12,058                     $7,302

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                          AVITAR, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
===============================================================================

1.   BASIS OF PRESENTATION

          Avitar,  Inc.  (the  "Company" or "Avitar")  through its  wholly-owned
     subsidiary  Avitar  Technologies,  Inc.  ("ATI")  develops,   manufactures,
     markets and sells  diagnostic  test  products and  proprietary  hydrophilic
     polyurethane foam disposables fabricated for medical,  diagnostics,  dental
     and consumer  use.  During the first  quarter of Fiscal  2003,  the Company
     continued the  development  and marketing of innovative  point of care oral
     fluid drugs of abuse tests,  which use the Company's  foam as the means for
     collecting the oral fluid sample.  United States Drug Testing Laboratories,
     Inc. ("USDTL"), a wholly-owned  subsidiary of Avitar,  operates a certified
     laboratory  and  provides   specialized  drug  testing  services  primarily
     utilizing  hair and  meconium  as the  samples.  Through  its  wholly-owned
     subsidiary,  BJR Security,  Inc. ("BJR"),  the Company provides specialized
     contraband detection and education services.

          The accompanying consolidated financial statements of the Company have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information,  the  instructions  to Form 10-QSB and
     Regulation S-B (including Item 310(b)  thereof).  Accordingly,  they do not
     include all of the information and footnotes required by generally accepted
     accounting principles for complete financial statements.  In the opinion of
     the  Company's  management,  all  adjustments  (consisting  only of  normal
     recurring accruals)  considered necessary for a fair presentation have been
     included.  Operating results for the three-month  period ended December 31,
     2002 are not necessarily indicative of the results that may be expected for
     the  full  fiscal  year  ending   September  30,  2003.  The   accompanying
     consolidated  financial  statements  should be read in conjunction with the
     audited  financial  statements  of the  Company  for the fiscal  year ended
     September 30, 2002.

          The Company's consolidated financial statements have been presented on
     the basis that it is a going concern, which contemplates the realization of
     assets  and  the  satisfaction  of  liabilities  in the  normal  course  of
     business. The Company has suffered recurring losses from operations and has
     a working  capital  deficit as of  December  31,  2002 of  $1,628,225.  The
     Company raised net proceeds aggregating approximately $2,590,000 during the
     fiscal  year  ended  September  30,  2002  from the  sale of stock  and the
     exercise of options and  warrants.  In addition,  the Company  received net
     proceeds of approximately  $1,127,000 from a long-term note payable. During
     the three months ended December 31, 2002, the Company raised  approximately
     $125,000 from the sale of common stock.  Based upon cash flow  projections,
     the Company  believes the  anticipated  cash flow from  operations and most
     importantly,  the proceeds from future equity financings will be sufficient
     to finance  the  Company's  operating  needs until the  operations  achieve
     profitability.  There can be no assurances that forecasted  results will be
     achieved or that  additional  financing  will be  obtained.  The  financial
     statements do not include any  adjustments  relating to the  recoverability
     and  classification  of asset amounts or the amounts and  classification of
     liabilities  that  might be  necessary  should  the  Company  be  unable to
     continue as a going concern.

<PAGE>

2.   INVENTORIES

          At December 31, 2002, inventories consist of the following:

          Raw Materials                                         $234,118
          Work-in-Process                                        166,958
          Finished Goods                                         349,130
                                                               ---------
                   Total                                        $750,206
                                                                ========


3.   MAJOR CUSTOMERS

          Customers in excess of 10% of total sales are:

                                    Three Months Ended December 31,
                                          2002                      2001
                                    ----------------          ---------------

          Customer A                 $        *                $1,590,820
          Customer B                      330,364                       *
          Customer C                      404,950                       *


               *Customer was not in excess of 10% of total sales.

4.   Settlement Agreement

          As of September 30, 2002 the Company  recorded a liability of $520,000
     with a corresponding charge to equity to reflect the fair value of the cost
     associated with a Settlement  Agreement for  compensation to the Estate and
     successors of a financial advisor who provided services to the Company from
     1998 to 2001directly  related to the raising of capital through issuance of
     equity  instruments.  On  December  11,  2002,  the  Company  settled  this
     liability  and issued  2,016,590  shares of common  stock and  warrants  to
     purchase  1,176,679  shares of common stock at exercise prices ranging from
     $0.23 to $0.35 per share with expiration dates in October 2003 and December
     2003.  The  Company   recorded  an  offsetting   increase  of  $520,000  to
     stockholders' equity for the fair value of the shares and warrants issued.


5.   Common and Preferred Stock

          During the quarter ended  December 31, 2002,  the Company sold 625,000
     shares of the Company's common stock and received proceeds of approximately
     $ 125,000.  In connection  with the sale of the common  stock,  the Company
     issued to the holders of the common  stock  warrants  to  purchase  625,000
     shares of the Company's common stock at an exercise price of $.30 per share
     which expire in three years.  For the three months ended December 31, 2002,
     the Company  issued  2,244,368  shares of the  Company's  common  stock for
     services  and  the  settlement  of the  liability  described  in Note 4. As
     payment of the  $43,750 of  interest  due on the  long-term  note to Global
     Capital  Funding  Group,  LP,  the  Company  issued  198,864  shares of the
     Company's common stock.

          For the three months ended  December 31, 2002,  holders of Series A, B
     and C convertible  preferred stock converted  1,539,133 shares of preferred
     stock  into  15,308,794  shares  of  the  Company's  common  stock  thereby
     eliminating  a majority of the Series B preferred  stock.  Preferred  stock
     dividends related to the Series B convertible preferred stock for the three
     months ended  December  31, 2002  amounted to $14. As of December 31, 2002,
     the total  amount of unpaid and  undeclared  dividends  was  $1,524,  which
     reflected the decrease related to the reduction of Series B preferred stock
     from the conversion.
<PAGE>

6.  EARNINGS PER SHARE

          The  following  data show the amounts used in  computing  earnings per
     share:

                                                2002                2001
                                           ---------------     -------------
      Net loss                              $( 1,008,772)       $(   378,406)
      Less:
         Preferred Stock Dividends           (        14)       (     93,616)
                                           ---------------     -------------

      Net loss available to common
         Shareholders used in basic and
              diluted EPS                   $( 1,008,786)        $(  472,022)
                                            =============      =============

      Weighted average number of
         common shares outstanding            49,959,035          38,769,464
                                          ================     ==============



7.  SUBSEQUENT EVENTS

         Since December 31, 2002, holders of Series C convertible preferred
     stock converted 91,667 shares of preferred stock into 2,200,000 shares of
     the Company's common stock.
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
---------------------------------------------------------------------------

     The following  discussion and analysis  should be read in conjunction  with
the Company's  consolidated financial statements and the notes thereto appearing
elsewhere in this report.

Results of Operations

Revenues

     Sales for the three months ended December 31, 2002 were $1,873,799 compared
to $3,242,414 for the  corresponding  period of the prior year. The reduction of
$1,368,615,  or approximately  42%, for the three months ended December 31, 2002
reflected the decrease of approximately  $1,600,000 in sales of its OralScreenTM
products to one major  customer  that was obligated to fulfill the initial terms
of its product purchase  agreement with Avitar during the quarter ended December
31, 2001; partially offset by an increase of approximately  $200,000 in sales of
products and services to other customers.

Operating Expenses

     Cost  of  sales  for  the  three  months  ended   December  31,  2002  were
approximately 64% of sales compared to the cost of sales of approximately 51% of
sales for the three  months ended  December  31, 2001.  The change for the first
quarter of Fiscal 2003 is mainly the result of the  decrease in sales  described
above.

     Selling,  general and  administrative  expenses  for the three months ended
December 31,2002 decreased $ 164,670,  or approximately  11%, to $1,344,248 from
$1,508,918 for the corresponding  period of the prior year. The decrease for the
three-month period ended December 31, 2002 primarily resulted from the reduction
in sales and marketing expenses.

     Expenses for research and  development  for the three months ended December
31, 2002 amounted to $273,128  versus $392,155 for the  corresponding  period of
the prior year.  The  decrease of  $119,027,  or  approximately  30%,  primarily
reflects the reduction in  development  costs of the reading  instrument for the
Company's OralScreen products.

     For the three months ended December 31, 2002, no  amortization  of goodwill
was recorded  compared to $77,498 for the three months ended  December 31, 2001.
The change is a result of the recent changes in the accounting for goodwill.

Other Income and Expense

     Interest  expense and  financing  costs were  $76,123 for the three  months
ended  December 31, 2002  compared to $20,575  incurred  during the three months
ended December 31, 2001. The increase  resulted  primarily from interest expense
on the proceeds  received from a short-term  note in June 2002 and the long-term
loan completed in August 2002.

     For the three months ended  December  31,  2002,  other income  amounted to
$1,095  compared to other income of $16,167 for the three months ended  December
31, 2001.  The quarter ended  December 31, 2001 included  approximately  $13,000
from the sale of an equity investment.


Net Loss

     Primarily as a result of the factors described above, the Company had a net
loss of $1,008,772  for the three months ended December 31, 2002, as compared to
net loss of $378,406 for the three months ended  December 31, 2001. The loss per
share was $.02 per basic and diluted  share for the three months ended  December
31, 2002.  The loss per share was $.01 per basic and diluted share for the three
months ended December 31, 2001.
<PAGE>

Financial Condition and Liquidity

     At December 31, 2002 and September 30, 2002 the Company had working capital
deficiencies  of  $1,628,225  and  $901,757,  respectively,  and  cash  and cash
equivalents  of $215,459 and $503,204  respectively.  Net cash used in operating
activities  during the three months ended December 31, 2002 amounted to $364,905
resulting primarily from a net loss of $1,008,772, an increase in inventories of
$227,772;  partially offset by depreciation and amortization of $54,196,  common
stock for services and interest of $93,750, a decrease in accounts receivable of
$192,485,  a decrease in prepaid expenses and other current assets of $94,951, a
decrease in other assets of $14,560,  increases in accounts  payable and accrued
expenses of $387,597  and an  increase in deferred  income of $34,100.  Net cash
provided by financing  and  investing  activities  during the three months ended
December 31, 2002 amounted to $77,160 proceeds from the sale of common stock and
warrants of $125,000;  offset in part by the repayment of notes payable and long
term debt of $44,480 and purchases of property and equipment of $3,360.

     Since October 2002, the Company received proceeds of approximately $125,000
from the sale of 625,000  shares of the  Company's  common stock and warrants to
purchase 625,000 shares of the Company's common stock at exercise prices of $.30
per share for a period of three  years.  The Company  plans to raise  sufficient
capital from sales of equity and/or debt securities to reach  profitability  and
expand the Company's business.  The Company plans to use the proceeds from these
financings to provide working capital and capital  equipment  funding to operate
the Company,  to expand the Company's  sales and marketing  efforts,  to further
develop  and  enhance  the  ORALscreen  drug  screening  systems  and to explore
applications  for its oral fluid technology in the in-vitro  diagnostic  testing
market.  However,  there  can be no  assurance  that  these  financings  will be
achieved.

     For the balance of fiscal year 2003,  the Company's cash  requirements  are
expected to include  primarily the funding of operating  losses,  the payment of
outstanding  accounts  payable,  the  repayment of certain  notes  payable,  the
funding  of  operating  capital  to grow the  Company's  drugs of abuse  testing
products  and  services  and  the  continued  funding  for the  development  and
enhancement of the ORALscreen product line.

     The  Company  believes  that  a  significant  opportunity  exists  for  its
ORALscreen products in the drugs-of-abuse  testing market.  However,  during the
first quarter of Fiscal 2003, the Company was capital constrained and therefore,
was  restricted in its ability to invest in the resources  necessary to increase
its  revenues  during  this  period.  With a portion of the  additional  capital
described  above, the Company feels that it will be able to employ the necessary
resources to realize  revenue growth during the remainder of Fiscal 2003.  Based
on current sales,  expense and cash flow projections,  the Company believes that
the current level of cash and  cash-equivalents on hand and most importantly,  a
portion of the anticipated net proceeds from the financing mentioned above would
be sufficient to fund operations until the Company achieves profitability. There
can be no  assurance  that  the  Company  will  consummate  the  above-mentioned
financing,  or  that  any or all of the  net  proceeds  sought  thereby  will be
obtained.  Once  the  Company  achieves  profitability,   the  longer-term  cash
requirements  of the  Company to fund  operating  activities,  purchase  capital
equipment, expand the existing business and develop new products are expected to
be met by the  anticipated  cash  flow from  operations  and  proceeds  from the
financings  described  above.  However,  because there can be no assurances that
sales will  materialize  as  forecasted,  management  will  continue  to closely
monitor  and  attempt to  control  costs at the  Company  and will  continue  to
actively seek the needed additional capital.

     As a result of the Company's  recurring  losses from operations and working
capital  deficit,  the report of its independent  certified  public  accountants
relating to the financial  statements  for Fiscal 2002  contains an  explanatory
paragraph stating substantial doubt about the Company's ability to continue as a
going concern. Such report states that the ultimate outcome of this matter could
not be determined as the date of such report  (November 26, 2002). The Company's
plans to address  the  situation  are  presented  above.  However,  there are no
assurances that these endeavors will be successful or sufficient.

Recent Accounting Pronouncements

     At December 31, 2002,  the Company has two stock based  compensation  plans
(one employee and one  non-employee  director's  plan). The Company accounts for
those plans under the recognition and measurement  principles of APB Opinion No.
25, Accounting for Stock Issued to Employees,  and related  interpretations.  No
stock-based employee  compensation cost is reflected in net loss, as the options
granted under those plans had an exercise  price equal to, or greater than,  the
market  value  of the  underlying  common  stock on the  date of the  grant.  In
accordance with FASB Statement No. 148, Accounting for Stock-Based  Compensation
- Transition and Disclosure, beginning in the quarter ending March 31, 2003, the
Company will adopt the disclosure requirements of FASB No. 148.


Forward-Looking Statements and Associated Risks

     Except for the historical  information  contained  herein,  the matters set
forth herein are "forward-looking  statements" within the meaning of Section 27A
of the  Securities Act of 1933,  Section 21E of the  Securities  Exchange Act of
1934 and the Private  Securities  Litigation  Reform Act of 1995. We intend that
such forward-looking statements be subject to the safe harbors created thereby.

     Such   forward-looking   statements   involve  known  and  unknown   risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievement  expressed or implied by such  forward-looking  statements.  Such
factors include, but are not limited to the following: product demand and market
acceptance  risks,  the  effect of  economic  conditions,  results of pending or
future  litigation,  the impact of  competitive  products and  pricing,  product
development  and  commercialization,   technological  difficulties,   government
regulatory  environment  and  actions,  trade  environment,  capacity and supply
constraints or difficulties,  the result of financing efforts,  actual purchases
under agreements and the effect of the Company's accounting policies.



ITEM 3. CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and procedures

Based on their  evaluation of our disclosure  controls and procedures  conducted
within  90 days of the date of filing  this  report  on Form  10-KSB,  our Chief
Executive  Officer  and the Chief  Financial  Officer  have  concluded  that our
disclosure  controls and  procedures  (as defined in Rules 13a - 14(c) and 15(d)
promulgated under the Securities Exchange Act of 1934) are effective.

(b)  Changes in Internal Controls

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

                            PART II OTHER INFORMATION


ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

     During the quarter  ended  December 31,  2002,  the Company sold to private
investors  625,000  shares  of the  Company's  common  stock and  received  cash
proceeds of approximately  $125,000.  In connection with the sale of this common
stock,  the  Company  issued to the  holders of the  common  stock  warrants  to
purchase  625,000  shares of the Company's  common stock at an exercise price of
$.30 per share which  expire in three years.  On December 11, 2002,  the Company
issued  2,016,590  shares of the  Company's  common stock to G3 Capital,  LLC as
settlement  for  compensation  to  the  Estate  and  successors  of a  financial
consultant who provided  services the Company from 1998 to 2001 directly related
to the raising of capital through  issuance of equity  instruments.  Also during
the quarter  ended  December 31, 2002,  the Company  issued 27,778 shares of the
Company's  common stock as payment for  consulting  services.  The exemption for
registration  of these  securities is based upon Section 4(2) of the  Securities
Act.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit No.                                       Document
     99.1               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:

         None
<PAGE>

                                   SIGNATURES

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


                                  AVITAR, INC.
                                  (Registrant)




Dated:  February 13, 2003         /S/ Peter P. Phildius
                                  -----------------------------------
                                  Peter P. Phildius
                                  Chairman and Chief
                                  Executive Officer
                                  (Principal Executive Officer)



Dated:  February 13, 2003         /S/ J.C. Leatherman, Jr.
                                  ---------------------------
                                  J.C. Leatherman, Jr.
                                  Chief Financial Officer
                                  (Principal Accounting and
                                  Financial Officer)


<PAGE>

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


    The undersigned, Peter P. Phildius, Chief  Executive Officer, and  Jay
C. Leatherman, Jr., Chief Financial Officer of Avitar, Inc each certify that:

1. We have reviewed this quarterly report on Form 10-QSB of Avitar, Inc.;

2. Based on our  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 our  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
registrant as of, and for, the periods presented in this quarterly report;

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

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

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

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

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

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

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

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

Date: February 13, 2003

/s/ Peter P.Phildius
---------------------
Peter P. Phildius
Chief Executive Officer

/s/ Jay C. Leatherman, Jr
--------------------------
Jay C. Leatherman, Jr.
Chief Financial Officer (Principal Financial and
   Accounting Officer), Secretary