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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

|X|      Quarterly  report  pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934

                for the quarterly period ended September 30, 2003

                                       Or

|_|      Transition  report  pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

                        Commission file number: 000-32925

                              AVATAR SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

             Texas                                         75-2796037
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

                5728 LBJ Freeway, Suite 270, Dallas, Texas 75240
              (Address of principal executive offices and zip code)


                                 (972) 720-1800
              (Registrant's telephone number, including area code)


                      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:


        Class                 Number of shares outstanding at September 30, 2003


 Common stock, $0.001 par value                   8,695,652



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<PAGE>

                                      INDEX

PART I. FINANCIAL INFORMATION..................................................1
   ITEM 1. FINANCIAL STATEMENTS................................................1
   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS...........................................4
   ITEM 3. CONTROLS AND PROCEDURES.............................................7

PART II. OTHER INFORMATION.....................................................7

   ITEM 1. LEGAL PROCEEDINGS...................................................7
   ITEM 2. CHANGES IN SECURITIES...............................................7
   ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................................7
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................7
   ITEM 5. OTHER INFORMATION...................................................8
   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................8
   SIGNATURES..................................................................9





















                                      -i-
<PAGE>
<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
                              AVATAR SYSTEMS, INC.
                                 BALANCE SHEETS

                                                                September 30,    December 31,
                                                                     2003            2002
                                                                -------------   -------------
                                                                 (unaudited)          *
                                                                -------------   -------------
<S>                                                             <C>             <C>
                                     ASSETS

Current assets:
Cash and cash equivalents                                       $     370,395   $     395,256
Accounts receivable, net                                              405,827         199,102
Prepaid Expense                                                         6,031           7,603
Deferred income taxes                                                  10,319          10,319
                                                                -------------   -------------
Total current assets                                                  792,572         612,280

Property and Equipment - at cost, net                                 187,730         134,280
Purchased Software, net                                               209,176         293,060
Software Development Costs, net                                     1,671,815       1,562,141
                                                                -------------   -------------

Total assets                                                    $   2,861,293   $   2,601,761
                                                                =============   =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current maturities of long-term debt                            $       6,779   $      13,433
Accounts payable                                                      220,868          75,937
Accrued expense                                                        56,741          51,642
Deferred revenues                                                     235,016         235,016
                                                                -------------   -------------
Total current liabilities                                             519,404         376,028
Long-term debt                                                         28,008            --
Deferred income taxes                                                 178,474         148,504
                                                                -------------   -------------
Total liabilities                                                     725,886         524,532
Stockholders' equity:
Common stock, $0.001 par value; 30,000,000 shares authorized;
  8,695,652 shares, issued and outstanding                              8,696           8,696
Additional paid-in capital                                          1,768,345       1,768,345
Retained earnings                                                     358,366         300,188
                                                                -------------   -------------
Total stockholders' equity                                          2,135,407       2,077,229
                                                                -------------   -------------
Total liabilities and stockholders' equity                      $   2,861,293   $   2,601,761
                                                                =============   =============
</TABLE>

The accompanying notes are an integral part of these financial statements


*These amounts are derived from the audited financial statements.


                                       1
<PAGE>
<TABLE>
<CAPTION>

                              AVATAR SYSTEMS, INC.
                         CONDENSED STATEMENTS OF INCOME

                                                        (Unaudited)
                                        Three Months Ended September 30,    Nine Months Ended September 30,
                                        --------------------------------   --------------------------------
                                                  2003              2002             2003              2002
<S>                                     <C>               <C>              <C>               <C>
 Software                               $      115,178    $       66,244   $      268,304    $      212,822
 Maintenance                                   216,815           237,600          733,073           737,209
 Professional services                          52,193            34,966          128,995           174,458
 Hardware                                      434,403           526,183          540,837           583,338
                                        --------------    --------------   --------------    --------------
    Net revenues                               818,589           864,993        1,671,209         1,707,827
Cost of revenues:
 Software                                       18,471            19,398           66,311            55,920
 Maintenance                                    36,189            39,528          117,917           193,651
 Professional services                          10,761            12,244           34,457            44,915
 Hardware                                      320,665           431,518          399,481           485,191
                                        --------------    --------------   --------------    --------------
     Total cost of revenues                    386,086           502,688          618,166           779,677
                                        --------------    --------------   --------------    --------------
       Gross margin                            432,503           362,305        1,053,043           928,150
Operating expenses:
  Sales and marketing                           77,289            80,623          270,671           192,800
  General and administrative                   139,423           104,878          384,953           396,550
  Amortization of intangibles                   88,809            87,585          266,427           249,177
  Depreciation                                  15,166            20,167           42,775            56,821
                                        --------------    --------------   --------------    --------------
      Total operating expenses                 320,687           293,253          964,826           895,348
                                        --------------    --------------   --------------    --------------
        Operating income                       111,816            69,052           88,217            32,802
   Interest income                                 298             1,221            1,751             5,869
   Interest expense                             (1,694)             --             (1,820)             (588)
                                        --------------    --------------   --------------    --------------
        Income from operations                 110,420            70,273           88,148            38,083
   Deferred income tax expense                  37,106            23,893           29,970            12,948
                                        --------------    --------------   --------------    --------------

         Net income                     $       73,314    $       46,380   $       58,178    $       25,135
                                        ==============    ==============   ==============    ==============

Income per share:
Basic
Net income                              $          .01    $          .01   $          .01    $            *
                                        ==============    ==============   ==============    ==============
Shares used in per share calculations        8,695,652         8,695,652        8,695,652         8,695,652
                                        ==============    ==============   ==============    ==============

Diluted
Net income                              $          .01    $            *   $          .01    $            *
                                        ==============    ==============   ==============    ==============
Shares used in per share calculations        8,695,652        14,514,007        8,695,652        14,514,007
                                        ==============    ==============   ==============    ==============
</TABLE>

* Less than $0.01 per share.


The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.


                                       2
<PAGE>
<TABLE>
<CAPTION>

                              AVATAR SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS


                                   (Unaudited)

                                                                                     Nine Months Ended September
                                                                                                   30,
                                                                                          2003            2002
<S>                                                                                  <C>             <C>
Cash flows from operating activities:
   Net loss                                                                          $    58,178     $    25,135
   Adjustments to reconcile net loss to net cash provided by operating activities:
     Amortization of intangibles                                                         266,427         249,318
     Depreciation                                                                         42,775          56,821
     Deferred income taxes                                                                29,970          12,948
     Changes in operating assets and liabilities:
        Accounts receivable                                                             (206,725)       (467,508)
        Prepaid expense                                                                    1,572          13,892
        Accounts payable and accrued expense                                             150,030         389,373
                                                                                     -----------     -----------
          Net cash provided by operating activities                                      342,227         279,979
Cash flows from investing activities:
   Acquisition of fixed assets                                                           (96,225)        (61,218)
   Capitalized software development costs                                               (292,218)       (293,504)
   Payment received on note receivable                                                      --            51,122
                                                                                     -----------     -----------
          Net cash used in investing activities                                         (388,443)       (303,600)
Cash flows from financing activities:
   Payments on note payable and capital lease obligation                                 (15,659)        (56,242
   Proceeds from note payable                                                             37,014            --
                                                                                     -----------     -----------
   Net cash provided by (used in) from financing activities                               21,355         (56,242)
                                                                                     -----------     -----------
Net decrease in cash and cash equivalents                                                (24,861)        (79,863)
Cash and cash equivalents at beginning of period                                         395,256         397,362
                                                                                     -----------     -----------
Cash and cash equivalents at end of period                                           $   370,395     $   317,499
                                                                                     ===========     ===========

Supplemental disclosure of cash flow information:
   Cash paid for interest                                                            $     1,820     $       447
                                                                                     ===========     ===========
</TABLE>

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









                                       3
<PAGE>

                              AVATAR SYSTEMS, INC.


                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1. Basis of Presentation


We prepared the condensed financial  statements in accordance with the rules and
regulations  of the  Securities and Exchange  Commission  ("SEC")  applicable to
interim  financial  information.  Certain  information and footnote  disclosures
included  in  financial   statements  prepared  in  accordance  with  accounting
principles  generally accepted in the United States of America have been omitted
in these  interim  statements  pursuant  to such SEC rules and  regulations.  We
recommend that these interim  financial  statements be read in conjunction  with
the audited  financial  statements and related notes included in our 2002 Annual
Report on Form 10-KSB filed with the SEC.  Interim  results are not  necessarily
indicative of the results to be expected for the full year.

In our opinion,  the  condensed  financial  statements  include all  adjustments
necessary to present the financial  position and results of operations  for each
interim period shown.

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

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


You should read the  following  discussion  in  conjunction  with our  financial
statements and related notes. Except for historical  information,  the following
discussion contains forward-looking statements within the meaning of Section 27a
of the Securities Act of 1933 and Section 21e of the Securities  Exchange Act of
1934.  These   forward-looking   statements  involve  risks  and  uncertainties,
including,  among other things, statements about our gross margins and operating
costs and  expenses.  Our actual  results  may differ  significantly  from those
projected  in the  forward-looking  statements.  Factors that might cause future
results  to  differ  materially  from  those  discussed  in the  forward-looking
statements  include,  but are not limited to, those  discussed in  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
elsewhere in this  document as well as other  information  set forth in our 2002
Annual Report on Form 10-KSB filed with the SEC and other documents we file from
time to time with the SEC.

Results of Operations

Revenues

Our  net   revenues   include  four   components:   software   licensing   fees,
maintenance/recurring,  professional services and hardware. Our net revenues for
the third quarter ended  September 30, 2003 decreased 5.4% to $818,589  compared
with net revenues of $864,993 for the same period in 2002.  Net revenues for the
nine months ended September 30, 2003 decreased 2.1% to $1,671,209  compared with
net revenues of $1,707,827 for the same period last year.

Software.  Software  sales  for the third  quarter  of 2003  increased  73.9% to
$115,178  compared with software sales of $66,244 for the third quarter of 2002.
Software sales for the nine months ended  September 30, 2003 increased  26.1% to
$268,304, compared with $212,822 from the same period last year. The increase in
software sales is due to our increased marketing efforts and enhancements in our
products.

Maintenance. Maintenance revenue for the third quarter of 2003 decreased 8.7% to
$216,815 compared with maintenance  revenue of $237,600 for the third quarter of
2002. Maintenance revenue for the nine months ended September 30, 2003 decreased
..6% to $733,073  compared  with  maintenance  revenue of  $737,209  for the same
period last year. The decrease in maintenance  revenue  impacting the quarter is
primarily  due to the  bankruptcy  of one  customer.  For the nine months  ended
September  30, 2003 the loss in revenues  reflected  in the current  quarter has
been offset by an increase in the number of users from new software sales.


                                       4
<PAGE>

Professional  services.  Professional  services revenue for the third quarter of
2003 increased 49.3% to $52,193  compared with  professional  service revenue of
$34,966 for the third quarter of 2002. Professional service revenue for the nine
months ended  September  30, 2003  decreased  26.1% to $128,995,  compared  with
$174,458 for the same period last year. The increase for the current  quarter in
professional  services is due to  installation  service  related to new hardware
sales,  while the reduction in  professional  services for the nine months ended
September 30, 2003, is due to reduced demand for software training.

Hardware.  Hardware  sales  for the third  quarter  of 2003  decreased  17.4% to
$434,403,  compared  with  hardware  sales of $526,183 for the third  quarter of
2002. Hardware sales for the nine months ended September 30, 2003 decreased 7.3%
to $540,837,  compared with $583,338 from the same period last year. The decline
in hardware  sales for the quarter and nine months ended  September 30, 2003 was
due to an unusually strong quarter for the quarter ended September 30, 2002.

COST OF REVENUES

Our  cost of  revenues  includes  four  components:  cost of  software,  cost of
maintenance, cost of professional services, and cost of hardware sales. Our cost
of revenues for the third quarter of 2003 decreased  23.2% to $386,086  compared
with cost of  revenues  of  $502,688  for the  third  quarter  of 2002.  Cost of
revenues  for the nine  months  ended  September  30,  2003  decreased  20.7% to
$618,166  compared with $779,677 for the same period last year. Cost of revenues
as a percentage  of net  revenues  decreased to 47.2% for the three months ended
September 30, 2003 from 58.0% for the same period in 2002. Cost of revenues as a
percentage of net revenue decreased to 37.0% for the nine months ended September
30, 2003,  compared with 45.7% for the same period last year.  Reductions in the
cost of revenues  and cost of  revenues as a  percentage  of net  revenues  were
impacted  primarily by decreases in the volume of hardware sold and decreases in
maintenance personnel neceessary to support our products.

Cost of  software.  Cost of  software  decreased  4.8% to  $18,471  in the third
quarter of 2003 from  $19,398 in the third  quarter  of 2002.  Cost of  software
increased 18.6% to $66,311 in the nine months ended September 30, 2003, compared
with $55,920 in the same period last year.  Cost of software as a percentage  of
the related revenue decreased to 16.0% for the third quarter of 2003 compared to
29.3% for the same  period in 2002.  The  decrease  in cost as a  percentage  of
revenue is related to the  increase  in  software  sales.  Cost of software as a
percentage of the related revenues  decreased to 24.7% for the nine months ended
September 30, 2003, compared with 26.3% for the for the same period last year.

Cost of maintenance.  Cost of maintenance revenues decreased 8.4% to $36,189 for
the third  quarter of 2003 from $39,528 for the third  quarter of 2002.  Cost of
maintenance  revenues  decreased  39.1% to $117,917  for the nine  months  ended
September 30, 2003,  compared with $193,651 for the same period last year.  Cost
of  maintenance  revenues as a percentage  of the related  revenue was stable at
16.7% for the third quarter 2003.  Cost of maintenance  revenues as a percentage
of the related  revenue  decreased to 16.1% for the nine months ended  September
30, 2003,  compared  with 26.3% for the same period last year.  The reduction in
cost of revenues  was due  primarily to a reduction  in  maintenance  personnel.
Demand  for  maintenace  support  has  declined  as our  customers  have  gained
experience with our products.

Cost of professional services.  Cost of professional services decreased 12.1% to
$10,761 for the quarter ended September 30, 2003,  compared with $12,244 for the
same period last year. Cost of professional  services decreased 23.3% to $34,457
for the nine months  ended  September  30, 2003 from $44,915 for the same period
last year. Cost of professional  services as a percentage of the related revenue
decreased  to 20.6% in the third  quarter  2003,  compared to 35.0% for the same
period last year. Cost of  professional  services as a percentage of the related
revenue  were  stable at 26.7% for the nine months  ended  September  30,  2003,
compared  with 25.7% for the same period last year.  The  decreases in cost were
due to reductions in use of outside training consultants.

Hardware.  Cost of hardware  sold  decreased  25.7% to $320,665  for the quarter
ended September 30, 2003,  compared with $431,518 for the same period last year.
Cost of hardware  sold  decreased  17.7% to $399,481  for the nine months  ended
September 30, 2003,  compared with $485,191 for the same period last year.  Cost
of hardware as a percentage  of the related  revenue  decreased to 73.8% for the
quater ended  September  30, 2003,  compared with 82.0% for the same period last
year. Cost of hardware as a percentage of the related revenue decreased to 73.9%
for the nine months ended  September 30, 2003,  compared with 83.2% for the same
period  last year.  The  reduction  in costs of hardware  resulting  in improved
margins were due to incentives provided by our vendors.


                                       5
<PAGE>

OPERATING EXPENSES

Sales and Marketing.  Our sales and marketing  expenses for the third quarter of
2003 decreased  4.1% to $77,289,  compared with $80,623 for the third quarter of
2002. Sales and marketing  expenses for the nine months ended September 30, 2003
increased  40.4% to  $270,671,  compared  with  $192,800 in the same period last
year. Sales and marketing expenses as a percentage of net revenues was stable at
9.4% for the third quarter of 2003,  compared with 9.3% for the same period last
year. Sales and marketing  expenses as a percentage of net revenues increased to
16.2 for the nine months ended  September 30, 2003,  compared with 11.3% for the
same period last year.The  increases in cost and related  percentages of revenue
were due the implementation of a new marketing program.

General and  Administrative.  Our general and  administrative  expenses  for the
third  quarter of 2003  increased  32.9% to $139,423,  compared with general and
administrative  expenses of $104,878 for the third quarter of 2002.  General and
administrative  expenses  decreased  2.9% to $384,953  for the nine months ended
September 30, 2003, compared with $396,550 in the same period last year. General
and  administrative  expenses as a percentage of net revenues increased to 17.0%
in the third quarter of 2003,  compared with 12.1% in the third quarter of 2002.
General and administrative  expenses as a percentage of net revenues were stable
at 23.0% for the nine months ended  September  30, 2003,  compared with 23.2% in
the same period last year.  The increase in general and  administrative  expense
for the current quarter was due to a one-time  payment for financial  consulting
services and an increase in the allocation of salaries.

Interest Income.  Interest income was $298 in the third quarter of 2003 compared
to $1,221 in 2002. Interest income was $1,751 in the nine months ended September
30, 2003,  compared  with $5,869 in the same period last year.  The decrease was
primarily due to lower interest rates.

Provision  for Income Taxes.  For the three and nine months ended  September 30,
2003 we  recorded a tax  provision  on income  from  operations  of $37,106  and
$29,970, respectively, based on our pretax income using an effective tax rate of
34%, which is our  anticipated  effective tax rate for the fiscal year 2003. The
actual  effective tax rate for the entire  fiscal year could vary  substantially
depending on actual results achieved.

Liquidity and Capital Resources

We have  historically  financed our liquidity needs through a variety of sources
including  proceeds from the sale of common stock,  borrowing from banks,  loans
from our stockholders, and cash flows from operations. At September 30, 2003, we
had $370,395 in cash and cash  equivalents.  Cash generated from  operations for
the nine months ended  September 30, 2003 was $342,227 and $279,979 for the same
period last year.  Cash used for investing  activities was $388,443 and $303,600
for the nine months ended September 30, 2003 and 2002,  respectively,  primarily
for cash invested in software  development and property and equipment.  Net cash
provided by financing activities was $21,355 for the nine months ended September
30, 2003,  primarily  from the proceeds of a new equipment  lease.  Cash used by
financing activities for the nine months ended September 30, 2002 of $56,242 was
for principal reduction of our long term debt.

At September 30, 2003, we had cash and cash  equivalents of $370,395 as compared
to cash and cash equivalents of $317,499 for the same period last year. Our cash
and cash  equivalents  at December  31, 2002 was  $395,256.  Based upon  current
financial  resources,  we believe that we will have sufficient  reserves to meet
our anticipated  working  capital needs for our business as currently  conducted
for the next twelve months.  However, we anticipate that we will need additional
working capital to fund our business strategy including acquisitions.  There can
be no assurance that  additional  financing will be available,  or if available,
that such  financing  will be on  favorable  terms.  Any such  failure to secure
additional  financing,  if  needed,  could  impair our  ability  to achieve  our
business strategy.  There can be no assurance that we will have sufficient funds
or successfully achieve our plans to a level that will have a positive effect on
our results of  operations  or financial  condition.  Our ability to execute our
growth strategy is contingent upon sufficient  capital as well as other factors,
including our ability to further  increase  consumer  awareness of our products,
our ability to consummate  acquisitions  of  complimentary  businesses,  general
economic and  industry  conditions,  our ability to recruit,  train and retain a


                                       6
<PAGE>

qualified sales staff, and other factors,  many of which are beyond our control.
Even if our revenues and earnings  grow rapidly,  such growth may  significantly
strain our management and our  operational  and technical  resources.  If we are
successful in obtaining greater market penetration with our products, we will be
required to deliver  increasing  volumes of our  products to our  customers on a
timely basis at a reasonable  cost to us. No assurance  can be given that we can
meet increased product demand or that we will be able to deliver our products on
a timely and cost-effective basis.

Item 3. Controls and Procedures

The  Chief  Executive   Officer/Chief  Financial  Officer  of  the  Company  has
established and is currently maintaining  disclosure controls and procedures for
the Company. The disclosure controls and procedures have been designed to ensure
that material  information  relating to the Company is made known to him as soon
as it is known by others  within the  Company.  There  have been no  significant
changes in these controls within the reporting period.

During the period immediately after the end of the quarter,  the Chief Executive
Officer/Chief  Financial  Officer conducts an update and a review and evaluation
of the effectiveness of the Company's disclosure controls and procedures.  It is
the Chief Executive  Officer's/Chief Financial Officer's opinion, based upon the
evaluation  he completed by October 31, 2003,  that the controls and  procedures
currently  being  utilized by the Company are  sufficiently  effective to ensure
that any material  information relating to the Company would become known to him
within a reasonable time.

                           PART II. OTHER INFORMATION
Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

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

On September 19, 2003,  Avatar  Systems,  Inc.  held its 2003 Annual  Meeting of
Shareholders.  The  results  of the  ballots  cast in  person or by proxy at the
Meeting are as follows:


PROPOSAL I: For the election as director of all nominees listed below:

         -------------------------- ---------------- ------------- -------------
                                    For              Against       Abstain
         -------------------------- ---------------- ------------- -------------

         Robert C. Shreve, Jr.      8,253,094        -             -
         -------------------------- ---------------- ------------- -------------

         Charles Timothy Allen      8,253,094        -             -
         -------------------------- ---------------- ------------- -------------

         Orville Gregory Allen      8,253,094        -             -
         -------------------------- ---------------- ------------- -------------

         Stephen A. Komlosy         8,253,094        -             -
         -------------------------- ---------------- ------------- -------------

         John J. May                8,253,094        -             -
         -------------------------- ---------------- ------------- -------------

As of July 28, 2002, the record date,  there were 8,695,652 common shares issued
and outstanding. A quorum consists of a majority of these shares outstanding, or
4,347,827  shares.  The number of shares  voting  for  proposal 1 by proxy or in
person was 8,253,094. The total number of shares voted was 8,253,094.


                                       7
<PAGE>

Immediately  following  the Annual  Meeting of  Shareholders,  the newly elected
directors by unanimous consent held their Annual Meeting.  At the Annual Meeting
of Directors,  the following  officers were elected to serve in the positions as
indicated  below  until the next  Annual  Meeting of  Directors  or until  their
successors shall have been duly elected and qualified:

         ----------------------- ----------- -----------------------------------
         Name                    Age         Position(s)
         ----------------------- ----------- -----------------------------------

         Robert C. Shreve, Jr.   41          President, Chief Executive Officer,
                                             Chairman of the Board of Directors,
                                             and Chief Financial Officer
         ----------------------- ----------- -----------------------------------

         Cindy Skelton           43          Secretary
         ----------------------- ----------- -----------------------------------

Item 5. Other Information

None

Item 6. Exhibits And Reports On Form 8-K

     (a)  Exhibits
          31.1 Section 302 Certification pursuant to Sarbane-Oxley Act.
          32.1 Section 906 Certification pursuant to Sarbane-Oxley Act
     (b)  Reports on Form 8-K
          None




















                                       8
<PAGE>

                                   Signatures

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

                                                   AVATAR SYSTEMS, INC.

Dated: November 12, 2003                           By: /s/ROBERT C. SHREVE, JR.
                                                      --------------------------
                                                        Robert C. Shreve, Jr.
                                                       Chief Executive Officer
                                                       Chief Financial Officer






















                                       9