U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10QSB


[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 For the quarterly period ended September 30, 2002.



Commission file number: 1-13704



                        PROLOGIC MANAGEMENT SYSTEMS, INC.
                 (Name of small business issuer in its charter)


         Arizona                                       86-0498857
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)


3708 E. Columbia Street, #110, Tucson, Arizona          85714
  (Address of principal executive offices)            (Zip Code)


                    Issuer's telephone number (520) 747-4100.



Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 X No____ .


Number of shares of common stock outstanding on September 30, 2002 was
7,275,048.


Transitional Small Business Disclosure Format:
                                                      Yes ______ ; No ___X___ .


                                       1
<PAGE>

<TABLE>
<CAPTION>


                        Prologic Management Systems, Inc.
                                      Index


                                                                                                                            Page
                                                                                                                            ----
<S>             <C>                                                                                                         <C>
Part I.                    FINANCIAL INFORMATION                                                                             3

Item 1.        Condensed Consolidated Financial Statements

               Condensed Consolidated Balance Sheets at September 30, 2002 (unaudited) and March 31, 2002                    3


               Condensed Consolidated Statements of Operations for the Three and
               Six Months Ended September 30, 2002 (unaudited) and September
               30, 2001 (unaudited)                                                                                          4

               Condensed Consolidated Statements of Cash Flows for the Six
               Months Ended September 30, 2002 (unaudited) and September 30,
               2001 (unaudited)                                                                                              5

               Notes to Condensed Consolidated Financial Statements                                                          6

Item 2.        Management's Discussion and Analysis of Results of Operations and Financial Condition                         9


Item 3.        Controls and Procedures                                                                                      15


Part II.       OTHER INFORMATION                                                                                            16

Item 1.        Legal Proceedings                                                                                            16

Item 2.        Changes in Securities                                                                                        16

Item 3.        Defaults upon Senior Securities                                                                              16

Item 4.        Submission of Matters to a Vote by Security Holders                                                          16

Item 5.        Other Information                                                                                            16

Item 6.        Exhibits and Reports on Form 8-K                                                                             16


SIGNATURES                                                                                                                  17
</TABLE>



                                       2
<PAGE>



PART I.  Financial Information
Item  1.  Condensed Consolidated Financial Statements

<TABLE>
<CAPTION>
               Prologic Management Systems, Inc. and Subsidiaries
                    Condensed and Consolidated Balance Sheets

                                                                                     September 30, 2002         March 31, 2002
                                                                                    ----------------------    -------------------
ASSETS                                                                                   (unaudited)
<S>                                                                                            <C>                   <C>
Current assets:
    Cash                                                                                      $    35,791          $      81,280
    Accounts receivable, less allowance for doubtful accounts of
       $591,072 at September 30, 2002 and at March 31, 2002                                     2,358,528              2,572,634
    Inventory                                                                                     253,785                 42,589
    Prepaid expense                                                                                80,400                 18,358
                                                                                    ----------------------    -------------------
Total current assets                                                                            2,728,504              2,714,861

Property and equipment, net                                                                       384,691                254,714
Goodwill, net                                                                                     408,942                408,942
Deferred financing costs, net                                                                     136,311                225,828
Other assets                                                                                      327,028                 92,583
                                                                                    ----------------------    -------------------
Total assets                                                                                  $ 3,985,476          $ 3,696,928
                                                                                    ----------------------    -------------------

Liabilities, Preferred Stock AND Stockholders' Deficit
Current Liabilities
    Short term debt and notes payable                                                         $ 1,967,163          $ 1,369,449
    Accounts payable                                                                            2,732,477              2,036,522
    Sales tax payable                                                                             638,995                684,164
    Accrued expenses                                                                              454,042                768,540
    Deferred maintenance revenue                                                                  375,918                104,067
                                                                                    ----------------------    -------------------
Total current liabilities                                                                       6,168,595              4,962,742

Long term debt and notes payable, excluding current portion                                     6,848,046              6,410,081
                                                                                    ----------------------    -------------------
Total liabilities                                                                              13,016,641             11,372,823

Preferred Stock
    Series A Cumulative Convertible Preferred Stock, no par value,
        16,667 shares authorized, 16,667 shares issued and outstanding                            100,000                100,000
    Series B Cumulative Convertible Preferred Stock, no par value,
        100,000 shares authorized, 9,500 shares issued and outstanding                             68,588                 68,588
    Series C Cumulative Convertible Preferred Stock, no par value,
        100,000 shares authorized, 55,850 shares issued and outstanding                           750,000                750,000
    Stock subscription receivable                                                               (191,500)              (191,500)
                                                                                    ----------------------    -------------------
                                                                                                  727,088                727,088
                                                                                    ----------------------    -------------------
Stockholders deficit
    Common stock, no par value, 50,000,000 shares authorized,
        7,275,048 and 7,014,591 shares issued and outstanding at
        September 30, 2002 and March 31, 2002, respectively                                    10,205,073             10,145,168
    Warrants                                                                                      961,367                961,367
    Accumulated deficit                                                                      (20,924,693)           (19,509,518)
                                                                                    ----------------------    -------------------
Total stockholders' deficit                                                                   (9,758,253)            (8,402,983)
                                                                                    ----------------------    -------------------
Total liabilities and stockholders' deficit                                                  $ 3,985,476            $ 3,696,928
                                                                                    ----------------------    -------------------
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       3
<PAGE>

<TABLE>
<CAPTION>


               Prologic Management Systems, Inc. and Subsidiaries
               Condensed and Consolidated Statements of Operations

                                                              Three Months Ended                  Six Months Ended
                                                                 September 30,                      September 30,
                                                            2002              2001             2002              2001
                                                        --------------    -------------    --------------    --------------
                                                         (unaudited)       (unaudited)      (unaudited)       (unaudited)
Revenue:
    <S>                                                  <C>               <C>                <C>              <C>
    Hardware                                         $      1,955,117  $     5,137,747  $      5,673,143  $      9,264,955
    Software licenses                                         631,520          513,594         1,001,746         2,204,585
    Professional services                                   1,130,198          889,389         2,599,146         2,230,226
                                                        --------------    -------------    --------------    --------------
Total revenue                                               3,716,835        6,540,730         9,274,035        13,699,766

Cost of revenue:
    Hardware                                                1,798,928        4,631,460         5,157,264         8,167,843
    Software licenses                                         548,419          437,221           873,488         1,923,470
    Professional services                                     684,621          266,956         1,661,312           888,670
                                                        --------------    -------------    --------------    --------------
Total cost of revenue                                       3,031,968        5,335,637         7,692,064        10,979,983
                                                        --------------    -------------    --------------    --------------

        Gross profit                                          684,867        1,205,093         1,581,971         2,719,783
                                                        --------------    -------------    --------------    --------------

Operating expenses:
    General and administrative                              1,191,003        1,140,621         2,044,102         2,202,472
    Selling and marketing                                     308,256          570,001           586,276           991,750
    Research and development                                   35,751           43,248            69,672            87,319
                                                        --------------    -------------    --------------    --------------
Total operating expenses                                    1,535,010        1,753,870         2,700,050         3,281,541
                                                        --------------    -------------    --------------    --------------
Operating loss                                              (850,143)        (548,777)       (1,118,079)         (561,758)
                                                        --------------    -------------    --------------    --------------

Interest and other income (expense):
    Interest expense                                        (152,814)         (54,836)         (299,014)         (239,891)
    Other income (expense)                                      1,800               --             3,890                --
                                                        --------------    -------------    --------------    --------------
Total other income (expense)                                (151,014)         (54,836)         (295,124)         (239,891)
                                                        --------------    -------------    --------------    --------------

Net loss                                                  (1,001,157)        (603,613)      (1,413,203)          (801,649)
Preferred stock dividend                                     (18,338)         (22,465)          (36,676)          (44,930)
                                                        --------------    -------------    --------------    --------------
Net loss available to common
    Stockholders                                     $    (1,019,495)  $     (626,078)  $    (1,449,879)  $      (846,579)
                                                        --------------    -------------    --------------    --------------

Weighted average number of common shares:
    Basic and diluted                                       7,275,048        6,867,841         7,230,806         6,863,003
                                                        --------------    -------------    --------------    --------------

Loss per common share:
    Basic and diluted                                $         (0.14)  $        (0.09)  $         (0.20)  $         (0.12)
</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>

<TABLE>
<CAPTION>


               Prologic Management Systems, Inc. and Subsidiaries
               Condensed and Consolidated Statements of Cash Flows

                                                                                    Six months ended September 30,
INCREASE (DECREASE) IN CASH                                                           2002                  2001
                                                                                ------------------     ---------------
                                                                                   (unaudited)            (unaudited)
<S>                                                                                 <C>                   <C>
Cash flows from operating activities:
    Net loss                                                                $         (1,413,203)  $        (765,949)
    Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
          Depreciation and amortization                                                   114,226              74,307
          Changes in assets and liabilities, net of business acquired:
                Restricted cash                                                                --             300,000
                Accounts receivable                                                       263,399           1,158,540
                Inventory                                                                  15,558              61,820
                Prepaid expenses                                                         (38,559)            (18,066)
                Other assets                                                             (95,499)            (50,539)
                Accounts payable                                                          798,141         (1,827,269)
                Accrued expenses                                                        (389,229)             168,621
                Deferred maintenance revenue                                              116,074            (26,880)
                                                                                ------------------     ---------------
                           Total adjustments                                              784,112           (159,466)
                                                                                ------------------     ---------------
Net cash provided by (used in) operating activities                                     (629,091)           (925,415)

Cash flows from investing activities:
    Purchase of equipment                                                               (141,159)            (37,013)
                                                                                ------------------     ---------------
Net cash provided by (used in) investing activities                                     (141,159)            (37,013)
                                                                                ------------------     ---------------

Cash flows from financing activities:
    Net change in line of credit                                                          579,356           (275,049)
    Issuance of new debt                                                                  192,605           1,059,686
    Repayment of debt                                                                    (47,199)            (62,101)
                                                                                ------------------     ---------------
Net cash provided by (used in) financing activities                                       724,761             722,536
                                                                                ------------------     ---------------

Net increase (decrease) in cash                                                          (45,489)           (239,892)

Cash, beginning of period                                                                  81,280             310,305
                                                                                ------------------     ---------------

Cash, end of period                                                         $              35,791  $           70,413
                                                                                ------------------     ---------------

Supplemental statement of cash flow information:
    Cash paid during the period for interest                                $              31,074  $           52,759
    Cash paid during the period for taxes                                                      --                  --

Non-cash financing and investing activities:
     Preferred stock dividends paid in common stock                                        13,458                  --
     Acquisition of Solid Systems:
          Assets acquired                                                               1,309,829                  --
          Liabilities assumed                                                           1,309,829                  --
     Issuance of common stock for services rendered                                            --              35,700
     Warrants issued as deferred financing cost                             $                  --  $          210,000
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>



Notes to Condensed Consolidated Financial Statements

1.  Interim Periods
         The accompanying  condensed  consolidated financial statements include
         the accounts of Prologic Management Systems,  Inc. (the "Company") and
         its wholly-owned  subsidiary,  BASIS, Inc. ("BASIS").  All significant
         inter-company  balances  and  transactions  have  been  eliminated  in
         consolidation.

         The accompanying unaudited condensed consolidated financial statements
         have been prepared by the Company in accordance with generally accepted
         accounting principles, pursuant to the rules and regulations of the
         Securities and Exchange Commission. In the opinion of management, the
         accompanying condensed consolidated financial statements include all
         adjustments (of a normal recurring nature) which are necessary for a
         fair presentation of the results for the interim periods presented.
         Certain information and footnote disclosures normally included in
         financial statements have been condensed or omitted pursuant to such
         rules and regulations. Although the Company believes that the
         disclosures are adequate to make the information presented not
         misleading, these financial statements should be read in conjunction
         with the consolidated financial statements and the notes thereto
         included in the Company's Report on Form 10-KSB for the fiscal year
         ended March 31, 2002. The results of operations for the three and
         six-month periods ended September 30, 2002 are not necessarily
         indicative of the results to be expected for the full fiscal year.

         The accompanying consolidated financial statements have been prepared
         assuming that the Company will continue as a going concern. As
         previously reported, the Company has suffered recurring losses from
         operations and has negative working capital and a stockholders'
         deficit. These factors raise substantial doubt about the Company's
         ability to continue as a going concern.

2.  Acquisition of Assets from Solid Systems, Inc.
         On June 15, 2002, the Company closed an acquisition effective May 31,
         2002 whereby the Company acquired, in a non-cash asset purchase, four
         (4) additional offices and associated personnel and equipment, from
         Solid Systems, Inc, an information technology service provider. The
         offices are located in Dallas, Austin and Houston, Texas, and in New
         Orleans, Louisiana. The Company intends to continue the systems
         integration and maintenance business under the name of Solid Systems.
         The results of operations of Solid Systems have been included in the
         Company's consolidated results of operations from May 31, 2002,
         acquisition date, through the end of this period.
         Pursuant to the agreement, Solid Systems, Inc. assets were sold and
         transferred to the Company in consideration for the assumption of
         liabilities. The transaction was accounted for using the purchase
         method. Assets totaling approximately $1,309,000 included: accounts
         receivable ($907,000), prepaid maintenance contracts and prepaid
         expenses ($90,000), inventories ($227,000), trade names ($25,000) and
         computer equipment and furniture ($60,000). The Company intends to use
         the equipment and office space it acquired from Solid Systems to
         continue the systems integration and enterprise services business.
         Liabilities totaling approximately $1,309,000 included: accounts
         payable ($445,000), accrued expenses ($380,000) and deferred revenue
         ($484,000).

         In the transaction, the Company also acquired the rights to the Solid
         Systems Inc. mark, the solidsystems.com domain name and Solidstor mark.
         The Company assumed lease agreements for its Dallas and New Orleans
         locations. The Dallas office leases 2,053 square feet of office space
         under a lease that expired in October 2002. The New Orleans office
         leases 2,400 square feet of office space under a lease that expires May
         2004.

         The unaudited proforma combined historical results of operations, as if
         Solid Systems had been acquired at the beginning of the period, are
         estimated to be:
<TABLE>
<CAPTION>

                                                                         Year ended              Six months ended
                                                                       March 31, 2002           September 30, 2002
                                                                                               ----------------------
         <S>                                                                  <C>                      <C>
         Revenue                                                         $     36,068             $    10,057
         Net loss available to common shareholders                       $    (7,522)             $   (1,827)
         Basic and diluted loss per share                                $     (1.08)             $    (0.25)
</TABLE>


                                       6
<PAGE>

         The foregoing unaudited historical results of operations are presented
         for informational purposes only and do not purport to be indicative of
         the results that would have been obtained had the acquisition occurred
         as of an earlier date or of any future results which may be obtained.

3.   Line of Credit
         During the quarter ended June 30, 2001, the Company entered into a
         financing agreement with a key lender. This agreement provides the
         Company with an immediate partial advance on all sales and requires the
         Company to immediately assign the related receivables to the lender.
         Upon collection of the related receivables, the lender pays the
         remaining balance, if any, to the Company. The receivables are assigned
         with recourse and advances over 90 days outstanding bear interest at a
         rate of 10% per annum. At March 31, 2002 and September 30, 2002, the
         Company was liable for $278,857 and $858,213, respectively, under this
         agreement, which is included in short-term debt and notes payable.

4.       Property and Equipment
           Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                     September 30, 2002                    March 31, 2002
                                                                      ------------------                  ----------------
         <S>                                                          <C>                                <C>
         Furniture and leasehold improvements                          $      273,481                    $        253,481
         Equipment and software                                              1,119,603                            938,443
              Total property and equipment                                   1,393,083                          1,191,924
         Less accumulated depreciation                                      (1,008,392)                          (937,210)
              Net property and equipment                               $       384,691                   $        254,714
                                                                       ===============                   ================
</TABLE>

5.   Inventory
         Inventory consists primarily of parts associated with servicing
         maintenance contracts and, to a lesser degree, third-party computer
         hardware and third-party software products which are typically awaiting
         transfer to a customer, and is stated at the lower of cost (first-in,
         first-out) or market.

6.   Long Term Debt
         In December 2000, the Company signed a $5 million note, converting
         approximately $5 million of its accounts payable, with 10% interest and
         a due date of April 2, 2002. The note is secured by a pledge to the
         note holder of substantially all of the Company's assets. In August
         2002, the Company renegotiated the terms of the note. The current note
         bears interest at 6% and is due in April 2004, with the option to
         extend the maturity date to April 2005. The balance of the current
         promissory note at September 30, 2002 is $6,375,686 with approximately
         $458,396 accrued interest at September 30, 2002. The current note
         requires the Company to make monthly payments of 40% of its available
         operating profits each month. The note further requires that the
         Company direct 50% of any future sums received by, committed to, or
         invested in the Company as an additional equity capital infusion,
         towards repayment of the unpaid balance of the note. In August 2002,
         the Company further amended the note to add weekly payments of $1,000.

7.   Earnings Per Share
         FASB Statement of Financial Accounting Standard No. 128, "Earnings Per
         Share" ("SFAS 128") provides for the calculation of Basic and Diluted
         earnings per share. Basic earnings per share includes no dilution and
         is computed by dividing income available to common shareholders by the
         weighted average number of common shares outstanding for the period.
         Diluted earnings per share reflects the potential dilution of
         securities that could share in the earnings of the entity. For the
         three and six months ended September 30, 2002 and 2001, potential
         common stock, consisting of stock options, warrants and convertible
         preferred stock are excluded from the computation of diluted earnings
         per share because they are antidilutive.

8.  Commitments
         The Company has employment contracts with key executives which extend
         to 2005. The contracts provide for annual salary and also for severance
         payments of up to 12 to 24 months salary in certain circumstances.

9.  Recently Issued Accounting Pronouncements
         In October 2001, the FASB issued SFAS No. 144, Accounting for the
         Impairment or Disposal of Long-Lived Assets. SFAS 144 requires that
         these long-lived assets be measured at the lower of carrying amount or
         fair value less cost to sell, whether reported in continuing operations
         or in discontinued operations. Therefore, discontinued operations will
         no longer be measured at net realizable value or include amounts for
         operating losses that have not yet occurred. SFAS 144 is effective for
                                       7
<PAGE>


         financial statements issued for fiscal years beginning after December
         15, 2001 and, generally, are to be applied prospectively. The Company
         believes the adoption of this statement had no material impact on its
         financial statements.

         In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
         Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections, which rescinds FASB Statement No. 4, Reporting
         Gains and Losses from Extinguishment of Debt, and an amendment of that
         Statement, FASB Statement No. 64, Extinguishments of Debt Made to
         Satisfy Sinking-Fund Requirements. This Statement amends FASB Statement
         No. 13, Accounting for Leases, to eliminate an inconsistency between
         the required accounting for sale-leaseback transactions and the
         required accounting for certain lease modifications that have economic
         effects that are similar to sale-leaseback transactions. The Company
         believes the adoption of this Statement will have no material impact on
         its financial statements.

         In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
         Associated with Exit or Disposal Activities, which addresses accounting
         for restructuring and similar costs. SFAS No. 146 supersedes previous
         accounting guidance, principally Emerging Issues Task Force (EITF)
         Issue No. 94-3. PGE NEG will adopt the provisions of SFAS No. 146 for
         restructuring activities initiated after December 31, 2002. SFAS No.
         146 requires that the liability for costs associated with an exit or
         disposal activity be recognized when the liability is incurred. Under
         EITF No. 94-3, a liability for an exit cost was recognized at the date
         of a company's commitment to an exit plan. SFAS No. 146 also
         establishes that the liability should initially be measured and
         recorded at fair value.





                                       8
<PAGE>



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

Introduction

     The Company provides systems integration  services,  software  development,
technology products and related services. The majority of the Company's revenues
are generated from systems  integration and related product sales. The Company's
services  include  systems  integration,  and national  and regional  support in
Internet and intranet application and framework design, enterprise and workgroup
client/server design and optimization,  relational database development, LAN/WAN
and  workgroup  solutions,  network  design and  connectivity,  and security and
encryption design and deployment.  The Company's software development  expertise
provides an internal  resource for  development  needs in integration and custom
projects.    The   Company's   proprietary   products   include   manufacturing,
distribution,  and resource tracking software for commercial clients, as well as
its e-commerce solutions.  The Company's products are not directed to the retail
consumer market. For additional information on the combined operating results of
the Company and its subsidiary, see the Consolidated Financial Statements of the
Company and Notes thereto, which are set forth in the Company's Annual Report on
Form 10-KSB for the fiscal  year ended March 31,  2002.  The  discussion  herein
should be read in  conjunction  with and is  qualified  in its  entirety by such
Consolidated Financial Statements of the Company and Notes thereto.

     The  Company's  securities  were delisted from both the NASDAQ Stock Market
and the Boston  Stock  Exchange  in August  1998.  Delisting  resulted  from the
Company's  failure to maintain the minimum net tangible asset requirement of the
NASDAQ  Stock  Market.  Trading  of  the  Company's  securities  continue  to be
conducted  on the  OTC  Bulletin  Board  or in the  non-NASDAQ  over-the-counter
market.  As a result,  a holder  of the  Company's  securities  may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's securities. In addition,  purchases and sales of the Company's
securities  may be  subject  to  Rule  15g-9  (the  "Rule")  promulgated  by the
Securities and Exchange  Commission (the "SEC").  The Rule imposes various sales
practice requirements on broker-dealers who sell securities governed by the Rule
to persons other than established  customers and accredited investors (generally
institutions with assets in excess of $5 million or individuals with a net worth
in excess of $1 million or annual income exceeding  $200,000 or $300,000 jointly
with their spouse). For transactions covered by the Rule, the broker-dealer must
make a special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. Consequently,  the
Rule may have an adverse  effect on the  ability of  broker-dealers  to sell the
Company's  securities and may affect the salability of the Company's  securities
in the secondary market.

     The SEC has also adopted  rules that  regulate  broker-dealer  practices in
connection  with  transactions  in "penny  stocks."  Penny stocks  generally are
equity securities with a price less than $5.00 per share,  other than securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
system. With the Company's securities delisted from the NASDAQ Small Cap Market,
they may come within the definition of penny stocks because the trading price of
the Company's common stock is currently below the $5.00 per share threshold. The
penny stock rules require a  broker-dealer,  prior to a  transaction  in a penny
stock not exempt from the rules, to deliver a standardized  document prepared by
the SEC that provides information about penny stocks and the nature and level of
risks in the  penny  stock  market.  The  broker-dealer  must also  provide  the
customer  with  current  bid and  offer  quotations  for the  penny  stock,  the
compensation of the  broker-dealer  and its salesperson in the transaction,  and
monthly account  statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations,  and the broker-dealer and
salesperson  compensation  information  must be given to the  customer  prior to
effecting the transaction.  These disclosure requirements may have the effect of
reducing the level of trading  activity in the secondary market for a stock that
becomes subject to the penny stock rules.

Acquisition of Assets from Solid Systems, Inc.

     As  previously  reported in its Report on Form 10-QSB for the quarter ended
June 30, 2002, on June 15, 2002, the Company closed an acquisition effective May
31, 2002 whereby the Company  acquired,  in a non-cash asset purchase,  four (4)
additional offices and associated  personnel and equipment,  from Solid Systems,
Inc, an  information  technology  service  provider.  The offices are located in
Dallas, Austin and Houston,  Texas, and in New Orleans,  Louisiana.  The Company
has continued the systems integration and maintenance business under the name of
Solid Systems,  operating as a division of the Company's BASIS, Inc. subsidiary.
(See Note 2 to the Condensed Consolidated Financial Statements)


                                       9
<PAGE>

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

     The Company  recognizes  revenue from the sale of third-party  hardware and
software products upon shipment from the vendor to the end user, or when shipped
from the Company, whichever is appropriate.  Title transfers FOB shipping point.
Revenue from professional services is recognized upon completion of the work and
notification  from the  customer  of their  acceptance.  Revenue  from  software
licensing is recognized in accordance with Statement of Position 97-2,  Software
Revenue Recognition. Revenue from software licensing is recognized when delivery
of the software has occurred and a signed  non-cancelable  license agreement has
been  received from the customer;  any remaining  obligations  under the license
agreement  are  insignificant.  Revenue  associated  with  agreements to provide
product support services is recognized as related services are provided. Revenue
from  annual  or  other  renewals  of  maintenance  contracts  is  deferred  and
recognized on a straight-line basis over the term of the contracts.

Impairment of Long Lived Assets

     In assessing the recoverability of long lived assets,  including  goodwill,
we must make assumptions regarding estimated future cash flows and other factors
to determine  the fair value of the  respective  assets.  If these  estimates or
their  related  assumptions  change in the future,  we may be required to record
impairment charges for these assets not previously recorded.


Results of Operations

Three Months Ended September 30, 2002 and 2001

     Net  Revenue.  Net  revenue  for the  second  quarter  of  fiscal  2003 was
$3,716,835  compared to $6,540,730 for the same period of the prior fiscal year,
a decrease of $2,823,895,  or approximately  43.2%. The revenue decrease was due
primarily to the  continuing  economic  downturn  that caused  clients to reduce
and/or defer hardware purchases during the quarter.  Revenue from sales of third
party  hardware  for the quarter  ended  September  30, 2002 was  $1,955,117,  a
decrease of approximately  62.0% over sales from the same period of the previous
fiscal  year of  $5,137,747.  Revenue  from sales of  software  licenses,  which
included third party licenses as well as proprietary software,  was $631,520 for
the quarter ended  September 30, 2002, an increase of  approximately  18.7% over
sales of $513,594 from the same period of the previous fiscal year. Revenue from
service sales for the quarter ended  September  30, 2002,  which were  comprised
predominately of integration and support  services,  was $1,130,198  compared to
$889,389  for the same  period of the  previous  fiscal  year,  an  increase  of
approximately 21.3%. The increases in software license and service sales reflect
the Company's  efforts to increase sales of higher margin software and services,
which  have been less  susceptible  to market  conditions  than the  demand  for
computer hardware.

     Cost of Sales.  Cost of sales for the quarter ended  September 30, 2002 was
$3,031,968, or 81.6% of total net sales, compared to $5,335,637, or 81.6% of net
sales,  for the same period of the previous  fiscal year. The overall  decreased
cost of sales was primarily the result of the decline in sales. The Company does
not expect to see improved  margins on sales of third party products in the near
term,  as the  economic  downturn  continues  to drive  competition  and pricing
pressure  in the  computer  market.  The  Company  is  attempting  to offset the
increasing  cost of third party  products by increasing  sales of  higher-margin
related services.

     General and  Administrative.  General and  administrative  expenses for the
quarter  ended  September  30,  2002  were  $1,191,003,  or 32.0% of net  sales,
compared  to  $1,140,621,  or 17.4% of net  sales,  for the same  period  of the
previous  fiscal year.  The increase as a percentage  of net sales was primarily
the result of the decrease in sales.  The Company  normally  expects general and
administrative  expenses to generally  reflect long range sales  trends,  rather
than short-term sales cycles.

     Selling and Marketing. Selling and marketing expenses for the quarter ended
September 30, 2002 were $308,256, or 8.3% of net revenue,  compared to $570,001,
or 8.7% of net sales,  for the same  period of the  previous  fiscal  year.  The
decrease in the amount of expenses is primarily  the result of decreased  sales.
The Company normally expects sales and marketing  expenses to generally  reflect
long range sales trends, rather than short-term sales cycles.


                                       10
<PAGE>

     Research and Development. Research and development expenses for the quarter
ended  September  30,  2002 were  $35,751,  or 1.0% of net  sales,  compared  to
$43,248,  or 0.7% of net sales, for the same period of the previous fiscal year.
Research  and  development  is  generally  related  to  updates  of  proprietary
software.

     Operating  Income  (loss).  Operating loss for the second quarter of fiscal
2003  was  $850,143  or a loss of  22.9%  of net  sales,  compared  to a loss of
$548,777,  or a loss of 8.4% of net sales,  for the same period of the  previous
fiscal year. The operating loss resulted from the continuing  economic  downturn
that caused clients to reduce and/or defer hardware purchases.

     Interest  Expense and Other Income  (expense).  Interest  expense and other
expense for the second quarter of fiscal 2003 was $151,014,  compared to $54,836
for the same period of the previous fiscal year,  which was mainly interest paid
on the  current  lines of credit and short term  borrowings.  The  increase  was
primarily  attributable  to  interest  accrued on the $5 million  note due April
2004.

     Income Taxes. The Company had no income tax expense for the second quarters
of fiscal 2003 and 2002. As of September  30, 2002,  the Company had Federal net
operating loss carry forwards of approximately  $14,300,000.  The utilization of
net operating  loss carry  forwards will be limited  pursuant to the  applicable
provisions of the Internal Revenue Code and Treasury regulations.

     Net Income (loss).  The Company had a net loss of $1,001,157,  or a loss of
approximately  $0.14 per  share,  for the  second  quarter  of fiscal  2003,  as
compared to a loss of $603,613,  or a loss of approximately $0.09 per share, for
the same  period of the  previous  fiscal  year.  The loss was the result of the
decrease in sales  resulting  from an economic  downturn that caused  clients to
delay a significant number of orders during the quarter.


Six Months Ended September 30, 2002 and 2001

     Net  Revenue.  Net  revenue  for the  first six  months of fiscal  2003 was
$9,274,035  compared to $13,699,766  for the same period of the previous  fiscal
year, a decrease of $4,425,731, or approximately 32.3%. The revenue decrease was
due primarily to the continuing  economic downturn that caused clients to reduce
and/or defer  hardware  and  software  purchases  during the  six-month  period.
Revenue from sales of third party  hardware  for the six months ended  September
30, 2002 was $5,673,143,  a decrease of  approximately  38.8% over sales for the
same period of the  previous  fiscal year of  $9,264,955.  Revenue from sales of
software  licenses,  which  included third party licenses as well as proprietary
software, was $1,001,746 for the six months ended September 30, 2002, a decrease
of  approximately  54.6% over revenue of $2,204,585  for the first six months of
the previous  fiscal year.  Revenue from service  sales for the six months ended
September  30, 2002,  which were  comprised  predominately  of  integration  and
support services, was $2,599,146,  compared to $2,230,226 for the same period of
the previous fiscal year, an increase of  approximately  14.2%.  The increase in
service sales reflects the Company's  efforts to increase sales of higher margin
services,  which have been less susceptible to market conditions than the demand
for computer hardware.

     Cost of Sales.  Cost of sales for the six months ended  September  30, 2002
was $7,692,064,  or 82.9% of total net sales, compared to $10,979,983,  or 80.1%
of net sales,  for the same  period of the  previous  fiscal  year.  The overall
decreased  cost of sales was primarily  the result of the decline in sales.  The
Company does not expect to see improved margins on sales of third party products
in the near term, as the economic  downturn  continues to drive  competition and
pricing pressure in the computer market. The Company is attempting to offset the
increasing  cost of third party  products by increasing  sales of  higher-margin
related services.

     General and Administrative. General and administrative expenses for the six
months ended September 30, 2002 were $2,044,102, or 22.0% of net sales, compared
to $2,202,472, or 16.1% of net sales, for the same period of the previous fiscal
year. The decrease in these expenses is attributable to the Company's  reduction
in  operating  expenses  in  response  to  uncertain  economic  conditions.  The
increase, as a percentage of net sales, was primarily the result of the decrease
in sales. The Company normally  expects general and  administrative  expenses to
generally reflect long range sales trends, rather than short-term sales cycles.


                                       11
<PAGE>

     Selling and  Marketing.  Selling and marketing  expenses for the six months
ended  September  30,  2002 were  $586,276,  or 6.3% of net sales,  compared  to
$991,750, or 7.2% of net sales, for the same period of the previous fiscal year.
The  decrease  in the amount of expenses is  primarily  the result of  decreased
sales. The Company  normally  expects sales and marketing  expenses to generally
reflect long range sales trends, rather than short-term sales cycles.

     Research and  Development.  Research and  development  expenses for the six
months ended September 30, 2002 were $69,672, or 0.8% of net sales,  compared to
$87,319,  or 0.6% of net sales, for the same period of the previous fiscal year.
Research  and  development  is  generally  related  to  updates  of  proprietary
software.

     Operating Income (loss).  Operating loss for the six months ended September
30, 2002 was $1,118,079, or a loss of approximately 12.1% of net sales, compared
to a loss of  $561,758,  or a loss of 4.1% of net sales,  for the same period of
the previous  fiscal year.  The  operating  loss  resulted  from the  continuing
economic  downturn  that caused  clients to reduce  and/or  defer  hardware  and
software purchases.

     Interest  Expense and Other Income  (expense).  Interest  expense and other
expense for the six months ended  September 30, 2002 was  $295,124,  compared to
$239,891  for the same  period of the  previous  fiscal  year,  which was mainly
interest  paid on the  current  lines of credit and short term  borrowings.  The
increase was primarily  attributable to interest  accrued on the $5 million note
due April 2004.

     Income  Taxes.  The  Company  had no income tax  expense  for the first six
months of fiscal  2003 and 2002.  As of  September  30,  2002,  the  Company had
Federal net operating  loss carry  forwards of  approximately  $13,500,000.  The
utilization of net operating loss carry forwards will be limited pursuant to the
applicable provisions of the Internal Revenue Code and Treasury regulations.

     Net Income (loss).  The Company had a net loss of $1,413,203,  or a loss of
approximately  $0.20 per  share,  for the first six  months of fiscal  2003,  as
compared to a net loss of $801,649,  or a loss of approximately $0.12 per share,
for the same period of the previous  fiscal year. The loss was the result of the
decrease in sales  resulting  from an economic  downturn that caused  clients to
delay a significant number of orders during the six-month period.


Liquidity and Capital Resources

     At  September  30,  2002,  the  Company  had a working  capital  deficit of
approximately  $3,440,000 versus a deficit of approximately  $2,248,000 at March
31, 2002. The increase resulted primarily from the increased operating losses in
the first six months of fiscal 2003. As a result of the working  capital deficit
at March 31, 2002 (the  Company's  fiscal year end),  the Company's  independent
certified  public  accountants  have  expressed   substantial  doubt  about  the
Company's  ability to continue  as a going  concern.  The total cash  balance at
September 30, 2002 was $35,791.

     Cash used in  operations  during the quarter  ended  September 30, 2002 was
$629,091,  compared to cash used in operations of $925,415 for the corresponding
period in fiscal 2002.  This was due  primarily to  decreased  operating  income
during the quarter.  Cash used in investing activities was $141,159 at September
30,  2002 and  $37,013  at  September  30,  2001.  Cash  provided  by  financing
activities  for the quarter ended  September 30, 2002 was $724,761,  compared to
cash provided by financing  activities of $722,536 for the corresponding  period
in fiscal 2002.

     At September 30, 2002,  the Company had current debt  obligations,  or debt
that will become due within twelve months,  of  $1,967,163.  It is unlikely that
the Company will be able to service this debt from funds generated by operations
alone. As a result, the Company will require additional equity,  debt financing,
or  deferment  of debt  repayment  to maintain  current  operations  and service
current  debt.  The  Company  continues  to review its  strategic  alternatives,
including raising capital through debt or equity  financing.  The Company has no
commitments at this time from third parties for any such financing.

     During the three months ended  September  30, 2002,  the Company  purchased
approximately $86,000 of capital equipment and software.


                                       12
<PAGE>

     Historically  the Company has been unable to generate  sufficient  internal
cash flows to support  operations,  and has been dependent upon outside  capital
sources to supplement  cash flow.  New equity  investments,  lines of credit and
other  borrowings,  and credit granted by its suppliers have enabled the Company
to sustain  operations  over the past several years. In August 1998, the Company
had failed to meet the "continued  listing  criteria"  established by NASDAQ and
the Company's  securities  were  delisted from the NASDAQ Small Cap Market.  The
subsequent  lack  of  shareholder  liquidity  in the  Company's  securities  has
materially  adversely  affected the Company's ability to attract equity capital.
Additionally,  the lack of capital  resources  has  precluded  the Company  from
effectively  executing its strategic business plan. The ability to raise capital
and  maintain  credit  sources is critical  to the  continued  viability  of the
Company.

     During  fiscal year 2000,  the  Company  authorized  a class of  securities
designated Series C 10% Cumulative  Convertible  Preferred Stock,  consisting of
100,000  shares with a Stated Value of $10.00 per share,  a dividend rate of 10%
and an Applicable  Conversion  Value of $2.25. On December 30, 1999, the Company
authorized the sale of 75,000 shares of the Series C Preferred, including 37,500
shares to a related  party and 37,500  shares to an entity in which  officers of
the Company  have an interest,  for an  aggregate  of $750,000,  pursuant to two
subscription  agreements.  Of the  $750,000 in  proceeds,  $220,780  represented
conversion of debt from a related party, and $529,220 was subscribed to in cash.
Including the conversion of debt and $337,720 in cash payments,  the Company has
received $558,500,  representing  55,850 shares of the Series C Preferred Stock,
and has extended the due date for the remaining $191,500.

     During  the  quarter  ended  June 30,  2001,  the  Company  entered  into a
financing  agreement with a key lender.  The agreement provides the Company with
an  immediate  partial  advance  on  all  sales  and  requires  the  Company  to
immediately assign the related receivables to the lender. Upon collection of the
related  receivables,  the lender pays the remaining balance to the Company. The
receivables  are assigned with  recourse and advances  over 90 days  outstanding
bear interest at a rate of 10% per annum.  . At March 31, 2002 and September 30,
2002, the Company was liable for $278,857 and $858,213, respectively, under this
agreement, which is included in short-term debt and notes payable.

     During fiscal 2000,  the Company and one of its primary  vendors  agreed to
convert  $1,212,000  of  the  Company's  trade  payables  to the  vendor  into a
promissory note. The promissory note included  interest at 11%. At September 30,
2002, the principal balance was approximately $723,000.

     During fiscal 2001, the Company signed a settlement agreement with Sunburst
Acquisitions  IV, Inc.  The  settlement  agreement  resulted in 1,959,972 of our
outstanding shares being returned to the Company and cancelled,  and $100,000 in
settlement expense cost reimbursement to Sunburst, of which, $25,000 was paid in
cash and the Company  executed a short-term  promissory  note for the  remaining
$75,000,  bearing  interest at 10% per annum.  As of  September  30,  2002,  the
principle balance of this note remains $75,000.

     In  December  2000,  the  Company  signed  a $5  million  note,  converting
approximately  $5 million of its accounts  payable,  with 10% interest and a due
date of April 2, 2002.  The note is  secured  by a pledge to the note  holder of
substantially all of the Company's assets. In the second quarter of fiscal 2002,
the Company  renegotiated the terms of the note. The current note bears interest
at 6% and is due in April 2004,  with the option to extend the maturity  date to
April 2005. The balance of the current  promissory note at September 30, 2002 is
$6,375,686 with  approximately  $458,396 accrued interest at September 30, 2002.
The current note  requires  the Company to make  monthly  payments of 40% of its
available  operating  profits  each month.  The note further  requires  that the
Company direct 50% of any future sums received by,  committed to, or invested in
the Company as an additional equity capital  infusion,  towards repayment of the
unpaid balance of the note. In August 2002, the Company further amended the note
to include weekly payments of $1,000.

     During fiscal 1998 and 1997,  the Company  borrowed  $365,000 in short-term
notes   collateralized  by  its  computer  equipment  and  office   furnishings.
Subsequently, $170,000 of these notes was exchanged for 288,000 shares of common
stock and $65,000 in principle was repaid.  The interest rate on the notes is 2%
per month.  As of September 30, 2002, the remaining  principle  balance on these
notes, which is currently due, was $108,000.



                                       13
<PAGE>



Plan of Operations

     The Company's improved performance in fiscal 2001 was adversely impacted by
the general economic  downturn,  and further aggravated by the terrorist attacks
and  threats  that  began in  September  2001.  In fiscal  2002,  the  Company's
management  implemented  aggressive measures to reduce operating costs, increase
service  sales,  and other  strategies  to  minimize  the impact on  revenues as
clients  took an  increasingly  conservative  position on hardware  and software
spending.  The Company continues to reduce expenses wherever  practicable and is
focusing on securing service and software license revenues, which have been less
susceptible to market conditions than the demand for computer hardware.

     In addition to the Company's recent expansion into Texas and Louisiana,  as
reported in the  Company's  Report on Form 10-QSB for the quarter ended June 30,
2002,  the  Company  is  considering  the  acquisition  of one or  more  systems
integration/high  technology  service  companies in other  regions of the United
States to increase its market coverage, sales and profitability.  In conjunction
with any  acquisition(s),  the  Company  would need to raise  equity  capital to
provide additional working capital for the consolidated  entity. The Company has
no  commitments at this time from third parties for any such  acquisition(s)  or
financing.


The Company May Face Interruption Of Production And Services Due To Increased
Security Measures In Response To Terrorism

     Our business  depends on the free flow of products and services through the
channels of commerce. In response to terrorists' activities and threats aimed at
the United States, transportation,  mail, financial and other services have been
slowed or stopped  altogether.  Further  delays or stoppages in  transportation,
mail,  financial or other services  could have a material  adverse effect on our
business,  results of operations and financial condition.  Furthermore,  we have
experienced an increase in operating  costs,  such as costs for  transportation,
insurance and security as a result of the activities  and potential  activities.
We may also experience  delays in receiving  payments from payers that have been
affected by the terrorist activities and potential activities.  The U.S. economy
in general is being adversely affected by the terrorist activities and potential
activities and continued economic downturn could adversely impact our results of
operations,  impair our ability to raise capital or otherwise  adversely  affect
our ability to grow our business.


Recently Issued Accounting Pronouncements

     In  October  2001,  the  FASB  issued  SFAS  No.  144,  Accounting  for the
Impairment  or Disposal  of  Long-Lived  Assets.  SFAS 144  requires  that these
long-lived assets be measured at the lower of carrying amount or fair value less
cost to sell,  whether  reported in  continuing  operations  or in  discontinued
operations. Therefore, discontinued operations will no longer be measured at net
realizable  value or include  amounts  for  operating  losses  that have not yet
occurred. SFAS 144 is effective for financial statements issued for fiscal years
beginning   after  December  15,  2001  and,   generally,   are  to  be  applied
prospectively.  The  Company  believes  the  adoption of this  statement  had no
material impact on its financial statements.

     In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections,  which rescinds FASB  Statement No. 4,  Reporting  Gains and Losses
from Extinguishment of Debt, and an amendment of that Statement,  FASB Statement
No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.  This
Statement amends FASB Statement No. 13,  Accounting for Leases,  to eliminate an
inconsistency  between the required  accounting for sale-leaseback  transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to  sale-leaseback  transactions.  The Company believes
the adoption of this  Statement  will have no material  impact on its  financial
statements.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities,  which addresses accounting for restructuring
and  similar  costs.  SFAS No.  146  supersedes  previous  accounting  guidance,
principally Emerging Issues Task Force (EITF) Issue No. 94-3. PGE NEG will adopt
the  provisions of SFAS No. 146 for  restructuring  activities  initiated  after
December 31, 2002. SFAS No. 146 requires that the liability for costs associated
with an exit or disposal  activity be recognized when the liability is incurred.
Under EITF No. 94-3, a liability for an exit cost was  recognized at the date of
a company's  commitment to an exit plan. SFAS No. 146 also  establishes that the
liability should initially be measured and recorded at fair value.  Accordingly,
SFAS No. 146 may affect the timing of recognizing future  restructuring costs as
well as the amount recognized.


                                       14
<PAGE>


"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995

     Management's  discussion  and analysis in this Form 10-QSB and the exhibits
included  herein  should be read in  conjunction  with the audited  Consolidated
Financial  Statements as filed in the Company's annual report on Form 10-KSB for
the fiscal  year ended March 31,  2002.  Except for the  historical  information
contained herein, the matters discussed in this Form 10-QSB are  forward-looking
statements that involve a number of risks and uncertainties.  There are numerous
important factors and risks, including the rapid change in hardware and software
technology,  market  conditions,  the  anticipation  of growth of certain market
segments and the  positioning  of the  Company's  products and services in those
segments,  seasonality  in  the  buying  cycles  of  certain  of  the  Company's
customers,  the timing of product announcements,  the release of new or enhanced
products,  the introduction of competitive  products and services by existing or
new competitors and the significant risks associated with the acquisition of new
products,  product rights,  technologies,  businesses, the management of growth,
the Company's ability to attract and retain highly skilled technical, managerial
and sales and  marketing  personnel,  and the other risks  detailed from time to
time in the  Company's  SEC reports,  including  reports on Form 10-KSB and Form
10-QSB,  that could cause results to differ materially from those anticipated by
the forward-looking  statements made herein.  Therefore,  historical results and
percentage  relationships  will not  necessarily  be indicative of the operating
results of any future period.


Item 3.  Controls and Procedures

     Within the 90 days prior to the filing of this  report,  we carried  out an
evaluation,  under  the  supervision  and with the  participation  of our  chief
executive  officer  ("CEO")  and  chief  financial   officer  ("CFO"),   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as defined in Rule 15d-14(c) under the Securities and Exchange Act of
1934.  Based on this  evaluation,  our CEO and CFO concluded that our disclosure
controls and procedures are effective to ensure that information  required to be
disclosed  in our  reports  that we file with or submit  to the  Securities  and
Exchange  Commission  ("SEC") is recorded,  processed,  summarized  and reported
within the time periods specified in the SEC's rules and forms.

     In  addition,  we reviewed our  internal  controls,  and there have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect  those  controls  subsequent  to the  date of  their  last
evaluation.




                                       15
<PAGE>



PART II.  Other Information

Item 1.  Legal Proceedings

     There have been no material  developments  in the matter,  Pace  Investment
Co., Inc., et al. v. Prologic Management Systems, Inc., CV 20003999,  previously
reported in the Company's reports on 10-QSB.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.   Exhibits and Reports on Form 10-QSB

         A. Exhibits filed herewith:
            99.1  Certification Pursuant to 18 U.S.C. SECTION 1350 of
                  James M. Heim, Chief Executive Officer

            99.2  Certification Pursuant to 18 U.S.C. SECTION 1350 of
                  James M. Heim, Chief Financial Officer

         B. Reports:
            No reports on Form 8-K were filed during the quarter ended
            September 30, 2002.

----------------------





     The  following  pages  include the  Signatures  page for this Form  10-QSB,
Certifications  of our CEO and  CFO,  and (at  Exhibits  99.1  and  99.2 of this
report) a further Certification by our CEO and CFO.


     The form of  Certification  immediately  following the  Signatures  page is
required by Rule 15d-14 under the Securities Exchange Act of 1934 in accord with
Section 302 of the Sarbanes-Oxley Act of 2002 (the "Section 302 Certification").
The  Section 302  Certification  includes  references  to an  evaluation  of the
effectiveness of the design and operation of the Company's  "disclosure controls
and  procedures"  and  its  "internal  controls  and  procedures  for  financial
reporting".  Item 3 of Part I of this quarterly  report presents the conclusions
of the CEO and CFO about the  effectiveness  of such controls based on and as of
the  date  of  such   evaluation   (relating  to  Item  4  of  the  Section  302
Certification),  and contains additional  information  concerning disclosures to
our audit  committee and  independent  auditors with regard to  deficiencies  in
internal  controls  and fraud  (Item 5 of the  Section  302  Certification)  and
related matters (Item 6 of the Section 302 Certification).


     The second form of  Certification  (set forth at Exhibit  99.1 and 99.2) is
required by section 1350 of chapter 63 of title 18 of the United States Code.





                                       16
<PAGE>



SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

PROLOGIC MANAGEMENT SYSTEMS, INC.



        DATED: November 13, 2002            By:    /s/  James M. Heim
                                               --------------------------------
                                                        James M. Heim
                                                        Chief Executive Officer
                                                        Chief Financial Officer





                                       17
<PAGE>



                                  CERTIFICATION

    I, James M. Heim, certify that:

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

         2.       Based on my knowledge, this quarterly report does not contain
                  any untrue statement of 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 certifying officers 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 annual
                           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 certifying officers have disclosed, based on
                  our most recent evaluation, to the registrant's auditors and
                  the audit committee of registrant's board of directors:

                  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 certifying officers 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.


Date: November 13, 2002


                                                     /s/ James M. Heim
                                                     --------------------------
                                                     James M. Heim
                                                     Chief Executive Officer




                                       18
<PAGE>



                                  CERTIFICATION

   I, James M. Heim, certify that:

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

         2.       Based on my knowledge, this quarterly report does not contain
                  any untrue statement of 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 certifying officers 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 annual
                           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 certifying officers have disclosed, based on
                  our most recent evaluation, to the registrant's auditors and
                  the audit committee of registrant's board of directors:

                  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 certifying officers 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.


Date: November 13, 2002


                                                     /s/ James M. Heim
                                                     --------------------------
                                                     James M. Heim
                                                     Chief Financial Officer






                                       19
<PAGE>





Exhibit 99.1 to 10-QSB

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the quarterly  report of Prologic  Management  Systems,
Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2002, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, James M. Heim, Chief Executive Officer of the Company, certify, to
the best of my  knowledge,  pursuant  to 18  U.S.C.  Section  1350,  as  adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



                                              /s/  James M. Heim
                                              ---------------------------------
                                              James M. Heim
                                              Chief Executive Officer
                                              Prologic Management Systems, Inc.
                                              November 13, 2002



                                       20
<PAGE>



Exhibit 99.2 to 10-QSB

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the quarterly  report of Prologic  Management  Systems,
Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2002, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, James M. Heim, Chief Financial Officer of the Company, certify, to
the best of my  knowledge,  pursuant  to 18  U.S.C.  Section  1350,  as  adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



                                              /s/  James M. Heim
                                              ---------------------------------
                                              James M. Heim
                                              Chief Financial Officer
                                              Prologic Management Systems, Inc.
                                              November 13, 2002



                                       21
<PAGE>