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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                  FORM 10-K/A

|X|  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended June 30, 2003

                                       or

|_|  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the transition period from to .

                       Commission file number: 001-31265
                       =================================
                            AVATECH SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)
                       =================================

             DELAWARE                                            84-1035353
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

11400A Cronridge Drive, Owings Mills, Maryland                     21117
   (Address of principal executive offices)                      (Zip Code)


                                 (410) 581-8080
               Registrant's telephone number, including area code
               --------------------------------------------------

          Securities registered pursuant to Section 12(b) of the Act:

Title of Class                                      Exchange on Which Registered
--------------                                      ----------------------------
    None                                                     None

          Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                                 --------------
                          Common Stock, $.01 par value

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or 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 |X| No |_|

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive  proxy or information  statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.


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


     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of December 31, 2002 was $1,925,968.

     The number of shares of common stock  outstanding  as of September 30, 2003
was 3,055,959


                      DOCUMENTS INCORPORATED BY REFERENCE

     To  the  extent  specified,   Part  III  of  this  Form  10-K  incorporates
information by reference to the Registrant's  definitive proxy statement for its
2003 Annual Meeting of Shareholders (to be filed).



<PAGE>

     The  Registrant  hereby  amends the cover page of its Annual Report on Form
10-K for the  fiscal  year  ended  June  30,  2003,  which  was  filed  with the
Commission  on  October  3,  2003,  to  reflect  the  correct  I.R.S.   Employer
Identification Number of the Registrant.

                                    PART IV

ITEM 16.

EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) 3. Exhibits required to be filed by Item 601 of Regulation S-K

Exhibit No.

31.1 Certification of Chief Executive Officer*

31.2 Certification of Chief Financial Officer*

*Filed herewith

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Amendment  to be signed on its behalf by the
undersigned, thereto duly authorized.

                                            AVATECH SOLUTIONS, INC.



Date:  March 15, 2004                       By:  /s/ Donald R. (Scotty) Walsh
                                               ---------------------------------
                                               Donald R. (Scotty) Walsh
                                               Chief Executive Officer




<PAGE>

                                                                    EXHIBIT 31.1


                                 CERTIFICATION

     I, Donald R. (Scotty) Walsh, certify that:

     1. I have reviewed  this Annual  Report on Form 10-K of Avatech  Solutions,
Inc.;

     2. Based on my knowledge, this 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 report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this 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 report;

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

          (a) Designed such disclosure  controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  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 report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  Registrant's   disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the  Registrant's  internal
control over financial  reporting  that occurred  during the  Registrant's  most
recent fiscal quarter (the Registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Registrant's  internal control over financial  reporting;
and

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  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 and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  Registrant's  ability  to  record,  process,
summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
other employees who have a significant role in the Registrant's internal control
over financial reporting.


Date: March 15, 2004                             /s/ Donald R. (Scotty) Walsh
                                            ------------------------------------
                                            Donald R. (Scotty) Walsh
                                            Chief Executive Officer


<PAGE>

                                                                    EXHIBIT 31.2

                                 CERTIFICATION

     I, Beth O. MacLaughlin, certify that:

     1. I have reviewed  this Annual  Report on Form 10-K of Avatech  Solutions,
Inc.;

     2. Based on my knowledge, this 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 report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this 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 report;

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

          (a) Designed such disclosure  controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  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 report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  Registrant's   disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the  Registrant's  internal
control over financial  reporting  that occurred  during the  Registrant's  most
recent fiscal quarter (the Registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Registrant's  internal control over financial  reporting;
and

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  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 and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  Registrant's  ability  to  record,  process,
summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
other employees who have a significant role in the Registrant's internal control
over financial reporting.

Date: March 15, 2004                              /s/ Beth O. MacLaughlin
                                            ------------------------------------
                                            Beth O. MacLaughlin
                                            Chief Financial Officer