UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2002

                                       OR

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



                         Commission file number 0-27507

                               e-PERCEPTION, INC.
             (Exact name of registrant as specified in its charter)



                  Nevada                              88-0350448
       (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)           Identification Number)



                           27555 Ynez Road, Suite 203
                           Temecula, California 92591
          (Address, including zip code, of principal executive offices)

                                 (909) 587-8773
              (Registrant's telephone number, including area code)



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 ____


The  number  of  shares  of  the  Registrant's  Common  Stock, $0.001 par value,
outstanding  as  of  June  30,  2002  was  8,066,314.

<PAGE>





                               e-PERCEPTION, INC.

                                   FORM 10-QSB

                                TABLE OF CONTENTS



PART  I  -  FINANCIAL  INFORMATION

                                                                            Page
Item  1.     Financial  Statements  (unaudited):

             Condensed  Consolidated  Balance  Sheet                          3
              as  of  June  30,  2002

             Condensed  Consolidated  Statements  of  Operations              4
              for  the  Six  Months  and  the  Three  Months
              Ended  June 30, 2002 and 2001

             Condensed  Consolidated  Statements  of  Cash  Flows             5
              for  the  Six  Months  and  the  Three  Months
              Ended  June 30, 2002 and 2001

             Statement  of  Stockholders'  Equity  for  the                   6
              Six  Months  Ended June 30, 2002

             Notes  to  Condensed  Consolidated  Financial  Statements        7

Item  2.     Management's  Discussion  and  Analysis
              of Financial Condition and Results  of  Operations              7

Item  3.     Quantitative and Qualitative Disclosures about Market Risk       15



PART  II  -  OTHER  INFORMATION


Item  6.     None                                                             15


             Signatures                                                       16

                                        2
<PAGE>

<TABLE>
<CAPTION>


 PART  I  -  FINANCIAL  INFORMATION

ITEM  1.         FINANCIAL  STATEMENTS

                        e-PERCEPTION, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                            JUNE 30, 2002 - UNAUDITED

                                     ASSETS



<S>                                                         <C>
Current assets:
   Cash                                                     $    44,916
   Accounts receivable, net                                     510,834
   Prepaid and other current assets                               7,685
                                                    -------------------

          Total current assets                                  563,435

Property and equipment, net of accumulated                      689,060
 depreciation and amortization

Intangible and other assets                                     214,775
                                                    -------------------
                                                            $ 1,467,270
                                                    ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Line of credit and note payable                          $   435,131
   Current portion of long-term debt                             34,824
   Accounts payable and accrued expenses                        643,445
   Deferred revenue                                              90,900
                                                    -------------------
          Total current liabilities                           1,204,300

   Long-term debt, excluding current portion                      2,391

Stockholders' equity:
   Preferred stock, par value at $0.001, 10,000,000 shares            -
    authorized, none issued and outstanding
   Common stock, par value at $0.001, 25,000,000 shares           8,066
    authorized, 8,066,314 shares issued and outstanding
   Additional paid-in capital                                 5,452,701
   Accumulated deficit                                       (5,200,188)
                                                    -------------------

          Total stockholders' equity                            260,579
                                                    -------------------

                                                            $ 1,467,270
                                                    ===================
</TABLE>


                                        3
<PAGE>


<TABLE>
<CAPTION>

                                  e-PERCEPTION, INC. AND SUBSIDIARY

                          CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED




                                                    Three Months                      Six Months
                                                    Ended June 30                    Ended June 30
                                              -------------------------       ------------------------
                                                 2002          2001            2002               2001

<S>                                              <C>           <C>            <C>               <C>

Revenues                                         $632,888      $236,543        $1,137,825       $481,710

Cost of revenues                                  224,037       230,605           481,643        448,875
                                              -----------   -----------        ----------    -----------
Gross profit                                      408,851         5,938           656,182         32,835

Operating expenses:
   Sales and marketing                            357,066       324,899           750,994        586,517
   Research and development                       100,239        14,176           206,538         18,728
   General and administrative expenses            450,884       395,368           896,095        751,516
                                              -----------   -----------        ----------     -----------
Loss from operations                             (499,338)     (728,505)       (1,197,445)    (1,323,926)
                                               ----------   -----------        ----------     -----------
Other income (expense):
   Interest expense                               (20,837)         (344)          (29,218)          (345)
   Interest income                                     60         3,983               426          9,653
   Gain on disposal of fixed assets                   -             -                 -              612
                                               ----------    ----------        ----------     -----------

          Total other income (expense)            (20,777)        3,639           (28,792)         9,920
                                               ----------    ----------       -----------     -----------
Loss before provision for income taxes           (520,115)     (724,866)       (1,226,237)    (1,314,006)

Income taxes                                         (800)          (97)             (800)        (1,697)
                                               ----------    ----------        ----------     -----------

Net loss                                         $(520,915)   $(724,963)      $(1,227,037)   $(1,315,703)
                                               ===========   ==========       ============   ============

Net loss per share - basic and diluted           $   (0.07)   $   (0.47)       $     (0.15)  $     (0.85)
                                               ===========   ==========        ===========   ============

Number of weighted average shares
    basic and diluted                            7,989,012    1,556,697          7,980,756      1,556,697
                                               ===========   ==========        ===========   ============


                                        4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                         E-PERCEPTION, INC. AND SUBSIDIARY

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

                                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


                                                               THREE MONTHS ENDED JUNE 30     SIX MONTHS ENDED JUNE 30
                                                                   2002         2001               2002      2001


<S>                                                              <C>         <C>         <C>           <C>
CASH FLOWS USED FOR OPERATING
Net loss                                                         $(520,915)  $(724,963)  $(1,227,037)  $(1,315,703)

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
USED FOR OPERATING ACTIVITIES:
    Depreciation and amortization                                   76,137      42,626       135,870        85,140
    Bad Debt                                                             -         729             -           729
    Interest expense                                                20,739           -        20,739             -

CHANGES IN ASSETS AND LIABILITIES:
   (INCREASE) DECREASE IN ASSETS
    Accounts receivable                                            (64,034)     45,054        (7,468)      (21,503)
    Prepaid and other current assets                                 5,211       6,421        18,117        (7,406)
    Other assets                                                         -           -       (26,638)      131,560

 INCREASE (DECREASE) IN LIABILITIES
    Accounts payable and accrued expenses                           74,811     198,978       237,345       227,177

    Deferred revenues                                               14,875       6,411        51,321        34,250
                                                                  ---------- ----------     ----------   ----------
       Total adjustments                                           127,739     300,219       429,286       449,947
                                                                  ---------- ----------     ----------   ----------

Net cash used by operating activities                             (393,176)   (424,744)     (797,751)     (865,756)
                                                                  ---------- ----------     ----------   ----------

CASH FLOWS USED FOR INVESTING ACTIVITIES:
    Purchases of property and equipment                             (2,410)    (88,428)      (17,881)     (349,111)
                                                                  ---------- ----------     ----------   ----------

Net cash used by investing activities                               (2,410)    (88,428)      (17,881)     (349,111)
                                                                  ---------- ----------     ----------   ----------

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
    Bank overdraft                                                  (7,220)          -             -             -
    Principal proceeds from line of credit agreement               250,000     152,261       254,642       152,261
    Proceeds from notes payable                                      5,108     192,000        12,603       192,000
    Payments on note payable                                        (5,336)          -       (11,179)            -
    Proceeds from issuance of common stock                         188,000      13,953       188,000        37,888
    Issuance of common stock with stock subscription receivable      9,950           -        54,950             -
                                                                  ---------- ----------   -----------   -----------

Net cash provided by financing activities                          440,502     358,214       499,016       382,149
                                                                  ---------- ----------   -----------   -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                44,916    (154,958)     (316,616)     (832,718)
CASH AND CASH EQUIVALENTS, beginning of year                             -     255,738       361,532       932,886
                                                                  ---------- ----------  ------------    ----------

CASH AND CASH EQUIVALENTS, end of year                           $  44,916   $ 100,780    $   44,916   $   100,168
                                                                 =========   ==========   ============   ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid                                                    $   1,311   $     344   $     1,637   $       345
                                                                 =========   =========      ==========   ==========
Income tax paid                                                  $     800   $   1,697   $       800   $     1,697
                                                                 =========   =========      ==========   ==========

Increase in line of credit from accrued interest payable         $  20,739   $       -   $    22,923   $         -
                                                                 =========   =========      ==========   ==========
</TABLE>
                                        5
<PAGE>



                                     e-PERCEPTION TECHNOLOGIES, INC.

                                    STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

<BTB>
                                                       Additional                  Stock        Total
                                   Common stock         paid-in    Accumulated  subscription  stockholders'
                                 Shares      Amount     capital      deficit     receivable     equity
                               ----------- ----------- ----------  -----------  ------------  ------------

<S>                             <C>          <C>        <C>         <C>           <C>        <C>
Balance at December 31, 2001    27,489,287   $ 27,489   $5,245,278  $(3,973,151)  $(54,950)  $ 1,244,666

Reverse stock split 4 for 1    (20,616,973)   (20,617)      19,517            -          -   $         -

Shareholders from CDC            1,100,000      1,100            -            -          -   $         -

Issuance of common stock            94,000         94      187,906            -          -       188,000

Receipt of Stock Subscription                                                       54,950        54,950

Net loss                                 -          -            -   (1,227,037)         -    (1,227,037)
                               ----------- -----------  ----------   -----------  ----------  -----------

Balance at June 30, 2002         8,066,314       8,066   5,452,701   (5,200,188)         -        260,579
                               =========== ===========  ==========   ===========  ==========  ===========

                                        6
</TABLE>
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED JUNE 30, 2002 (UNAUDITED)



1.     BASIS  OF  PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial statements pursuant to the rules and regulations of the Securities and
Exchange  Commission.  Accordingly,  they do not include certain information and
footnote  disclosures  normally  included  in  consolidated financial statements
prepared  in  accordance  with  generally accepted accounting principles.  These
consolidated  financial  statements  should  be  read  in  conjunction  with the
consolidated  financial  statements and related notes included in e-Perception's
Annual  Report  on  Form  10-KSB  for  the  year  ended  December  31,  2001.

The  unaudited  condensed  consolidated  financial  statements  included  herein
reflect  all adjustments (which include only normal, recurring adjustments) that
are,  in  the  opinion  of  management,  necessary to state fairly the financial
position  and  results  of  operations  as of and for the periods presented. The
results  for  such  periods  are not necessarily indicative of the results to be
expected  for  the  full  year.

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

2.     TENDER  OFFER

In  January  2002,  e-Perception  Technologies  completed  a  tender  offer with
Corporate  Development Centers, Inc. ("CDC"), a Nevada corporation listed on the
OTC  Bulletin  Board  under the symbol, "CRDM". The shareholders of e-Perception
Technologies  issued four (4) shares of outstanding common stock of e-Perception
Technologies  in exchange for one (1) share of common stock of CDC.  As a result
of  the tender offer, e-Perception Technologies became a wholly-owned subsidiary
of  CDC.  The  name  of  CDC  was  then changed to e-Perception, Inc.  The stock
currently  trades  on  the  OTC  Bulletin  Board  under the symbol, "EPER".  The
Company  intends to apply for listing on the NASDAQ Small-Cap Market if and when
applicable  listing  requirements  are  met.

3.     NET  LOSS  PER  SHARE

Basic  net  loss per share is based on the weighted average number of all common
shares  issued and outstanding, and is calculated by dividing net loss per share
by  the  weighted  average shares of common stock outstanding during the period.



ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

With  the  exception  of  historical information, the statements set forth below
include  forward-looking  statements  within  the  meaning of Section 27A of the
Securities  Act  of 1933 and Section 21E of the Securities Exchange Act of 1934.
These  forward-looking  statements  include  statements  regarding  potential
strategic collaborations, future capital needs and funding requirements, product
development  plans,  and  market  assessments.  These  statements are subject to
risks  and  uncertainties  that  could cause actual results to differ materially
from  those  in  the  forward-looking statements.  These risks and uncertainties
include:

     -     general  economic  and  business  conditions;
     -     industry  trends;
     -     our  overall  market  penetration  and  competition from providers of
           alternative  products  and  services;
     -     our  actual  funding  requirements;  and
     -     availability,  terms  and  deployment  of  capital.

                                        7
<PAGE>

OVERVIEW

e-Perception,  Inc.,  a  Nevada corporation ("e-Perception" or the "Company") is
the  parent  corporation  of  e-Perception  Technologies,  Inc.,  a  Delaware
corporation,  which develops, markets and supports web-based analytic tools that
enable companies in real time to gather data from their employees, customers and
suppliers and to use that data to better manage their businesses.  Our solutions
are implemented by companies ranging in size from 50-person firms to Fortune 500
companies.  The  Company's mission is to help businesses improve their financial
results  through  employee  productivity  and  customer  loyalty.  The Company's
online  assessment tools gather feedback from employees, customers and suppliers
and  then  integrate  such  data  with  existing business information to produce
strategic  solutions for clients.  The Company's offerings consist of a suite of
web  based  applications.   Using  online  assessments  and  operational  data,
e-Perception  Insight  Solutions  generates  insights that empower management to
maximize  organizational effectiveness and cost savings.  We market our products
primarily  through  our  direct  sales  force and strategic alliance partners to
companies  across  a  wide  variety  of  industries.   The  Company's sales team
currently  is comprised of nine people, located in Southern California, Chicago,
Cincinnati,  Baltimore,  and  Dallas.  As  of  June  30,  2002,  we provided our
products  and  solutions  to  Dell Computer, Sharp HealthCare, Johnson Controls,
StorageTek,  eBay,  Northwestern  Mutual,  Electronic  Data  Systems  and United
Technologies  Corporation,  among  others.

Where  appropriate,  references  to "e-Perception", the "Company," "we" or "our"
include  both  e-Perception,  Inc.  and  e-Perception  Technologies,  Inc.


RESULTS  OF  OPERATIONS

For  the  Six  Month  Period  Ended  June  30,  2002

Net  Revenue

Net revenue increased $656,115 or 136.2%, to $1,137,825 in the current six month
period  of  2002,  as  compared  to  the same period in 2001.  This increase was
primarily  due  to  the  expansion of the Company's internal sales force and the
development  and  completion  by  the  Company  of  new  product  applications.
Approximately  90% of the Company's net revenue for the six month period of 2002
was derived from the sale of assessment tools in the area of human relations and
development,  and  10%  was  derived  from  customer  loyalty  initiatives.

Cost  of  Revenue

Cost  of  revenue  consists  of  referral fees paid to third parties, operations
overhead  (including  launching and deploying assessment surveys) and outsourced
software development.  Cost of revenue increased by $32,768 to $481,643, or 42.3
percent  of  sales for the current six month period, as compared to $448,875, or
93.2  percent  of  sales  in  the  prior  six  month  period.  This increase was
primarily due to increased staffing in the operations department and an increase
in  outsourced  software  development.

Research  and  Development

Research  and  development expenses consist of personnel expenses and associated
overhead.  The  Company's  investment  in  research  and  development  increased
$187,810 to $206,538, or 18.2 percent of sales for the current six month period,
as  compared  to $18,728, or 3.9 percent of sales in the prior six month period.
The  increase  was  primarily  attributable  to  staffing  increases and product
development.

Costs  incurred  in  the  research  and development of new software products are
expensed  as incurred. e-Perception expects research and development expenses to
continue  to  increase in absolute dollars as the Company continues to invest in
the  enhancement  of  existing  products  and  the  development of new products.

Sales  and  Marketing

Sales  and  marketing  expenses  include  salaries  and  expenses  of  sales and
marketing  personnel,  advertising  and promotion expenses, customer service and
technical  support,  travel  and  entertainment, and other selling and marketing
costs.  Sales  and marketing expenses increased by $164,477 to $750,994, or 66.0
percent  of  sales  for the current six month period, as compared to $586,517 in
the  prior  six  month periodThis increase was primarily due to the hiring of a
senior  sales  director,  increases  in  personnel  related  expenses,  web site
development  costs,  marketing  material  expenses,  and  trade  show and travel
expenses.

                                        8
<PAGE>

General  and  Administrative

General  and administrative expenses, which include personnel costs for finance,
administration,  information  systems,  and  general  management,  as  well  as
facilities expenses, professional fees, legal expenses, and other administrative
costs,  increased  by  $144,579  to  $896,095,  or 78.8 percent of sales for the
current six month period, as compared to $751,516 in the prior six month period.
The  increase was primarily due to an increase in staffing, and higher legal and
accounting  expenses related to the tender offer transaction with CDC, and legal
and  accounting  expenses  related  to  a  new  private  round  of  financing.

Other  income  (expense)

Other  income  and  expense  includes  interest  income net of interest expense.
Interest income is primarily derived from short-term interest-bearing securities
and money market accounts.  Interest expense for the current six month period of
2002  was $29,218 compared to $345 for the same period in 2001.  Interest income
for  the  current  six months period of 2002 was $426 compared to $9,653 for the
same  period  in  2001,  primarily  due  to a decrease in the average balance of
invested  cash  and  short-term  investments.

For  the  Three  Month  Period  Ended  June  30,  2002

Net  Revenue

Net  revenue increased $396,645, or 167.6%, to $632,888 in the second quarter of
2002,  as  compared to the same period in 2001.  This increase was primarily due
to  the  expansion of the Company's internal sales force and the development and
completion by the Company of new product applications.  Approximately 90% of the
Company's  net  revenue for the second quarter of 2002 was derived from the sale
of  assessment tools in the area of human relations and development, and 10% was
derived  from  customer  loyalty  initiatives.

Cost  of  Revenue

Cost  of  revenue  consists  of  referral fees paid to third parties, operations
overhead  (including  launching and deploying assessment surveys) and outsourced
software  development.  Cost of revenue increased by $6,568 to $224,037, or 35.4
percent of sales for the current three month period, as compared to $230,605, or
97.5  percent  of  sales  in  the  prior  three month period.  This increase was
primarily due to increased staffing in the operations department and an increase
in  outsourced  software  development.

Research  and  Development

Research  and  development expenses consist of personnel expenses and associated
overhead. The Company's investment in research and development increased $86,063
to  $100,239,  or  15.8  percent of sales for the current three month period, as
compared  to  $14,176,  or 6.0 percent of sales in the prior three month period.
The  increase  was  primarily  attributable  to  staffing  increases  in product
development  and  employee  recruiting.

Costs  incurred  in  the  research  and development of new software products are
expensed  as incurred. e-Perception expects research and development expenses to
continue  to  increase in absolute dollars as the Company continues to invest in
the  enhancement  of  existing  products  and  the  development of new products.

Sales  and  Marketing

Sales  and  marketing  expenses  include  salaries  and  expenses  of  sales and
marketing  personnel,  advertising  and promotion expenses, customer service and
technical  support,  travel  and  entertainment, and other selling and marketing
costs.  Sales  and  marketing expenses increased by $32,169 to $357,066, or 56.4
percent  of sales for the current three month period, as compared to $324,899 in
the  prior  three  month  periodThis increase was primarily due to increases in
personnel  related  expenses,  web  site  development  costs, marketing material
expenses,  and  trade  show  and  travel  expenses.

                                        9
<PAGE>

General  and  Administrative

General  and administrative expenses, which include personnel costs for finance,
administration,  information  systems,  and  general  management,  as  well  as
facilities expenses, professional fees, legal expenses, and other administrative
costs,  increased  by  $55,515  to  $450,884,  or  71.2 percent of sales for the
current  three  month  period,  as compared to $395,368 in the prior three month
period.  The  increase  was primarily due to an increase in staffing, and higher
legal  and accounting expenses related to the tender offer transaction with CDC.

Other  income  (expense)

Other  income  and  expense  includes  interest  income net of interest expense.
Interest income is primarily derived from short-term interest-bearing securities
and  money market accounts.  Interest expense for the second quarter of 2002 was
$20,837 compared to $344 interest expense for the same period in 2001.  Interest
income  for  the  second quarter of 2002 was $60 compared to $3,893 for the same
period  in  2001, primarily due to a decrease in the average balance of invested
cash  and  short-term  investments.


LIQUIDITY  AND  CAPITAL  RESOURCES

At  June 30, 2002, our cash and cash equivalents and short-term investments were
equal  to  $44,916.  The Company's principal cash requirements are for operating
expenses,  including  employee  costs,  funding  of accounts receivable, capital
expenditures  and  funding  of  the operations. The Company's primary sources of
cash had been from private placements of the Company's preferred or common stock
and  a  revolving  line  of  credit.

During  the  second  quarter  of  2002,  the Company used $393,176 for operating
activities,  as  compared to $424,744 for the same period in 2001.  The decrease
in  cash  used  in  operations  was primarily due to a reduction in the net loss
offset  in  part  by  an  increase  in  accounts  receivable.

San Clemente Capital, LLC, an affiliate of two of the Company's shareholders who
are  former directors, has provided the Company with a revolving loan commitment
of  up  to $400,000 based on eligible collateral levels.  The loan is secured by
certain  assets of the Company.  As of June 30, 2002, the outstanding balance on
such  loan was approximately $375,131.  The loan bears interest at a rate of 20%
per  annum.  The  loan  is  due  and  payable  in  full  on  December  31, 2002.

On  April  29,  2002,  Avintaquin  Capital, LLC, ("Avintaquin"), an affiliate of
three  of the Company's shareholders, provided the Company with a bridge loan in
the  original principal amount of $60,000. The bridge loan is secured by certain
assets  of  the  Company.  The  bridge  loan bears interest at a rate of 12% per
annum. On June 29, 2002, Avintaquin and the Company entered into an amendment to
the bridge loan and extended the maturity date of the loan until April 29, 2003.
In  connection  with  this  amendment,  and,  as  additional  consideration  for
extending  the  bridge  loan, the Company issued a warrant to Avintaquin for the
purchase  of 60,000 shares on the Company's common stock at an exercise price of
$2.00  per  share.  This  warrant  has  a  term  of  four  years.

The  Company  is  planning to undertake a private placement of its common stock,
which  we  will  seek  to  close  in the next three months.  The Company will be
dependent  upon the successful completion of this private placement, and perhaps
upon  the  successful  competition  of  other  financing activities, in order to
operate  its  business over the next 12 months.  Given the lack of the Company's
current  cash  position,  such external sources of financing will be critical to
the Company's future operations.  Our need for such additional financing depends
in  part  on  our  future  performance,  which,  in  turn, is subject to general
economic  conditions,  and  business and other factors beyond our control. There
can  be no assurance that we would be able to obtain such financing, or that any
financing  would  result  in  a  level  of  net  proceeds  required.

FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS

Certain statements contained in this Quarterly Report on Form 10-QSB, including,
without  limitation,  statements containing the words "believes," "anticipates,"
"estimates,"  "intends,"  "expects"  and  words  of  similar  import, constitute
forward-looking  statements  within the meaning of the Private Securities Reform
Act  of 1995. Actual results could vary materially from those expressed in those
statements.  If  any  of  the  following  risks  actually  occurs, our business,
financial condition or operating results could be materially adversely affected.
The  risks  set  forth below are not the only risks facing us.  Additional risks
and  uncertainties  not  presently  known  to  us,  or  that we currently see as
immaterial,  may  also  harm  our  business.

                                       10
<PAGE>

WE  ARE  A  NEW  COMPANY  WITH  TWO  YEARS  OF  OPERATING  HISTORY.

Our  business  was  incorporated in March 2000, and we have commenced operations
and  introduced  products  and  services,  yielding a total of $1.923 million in
revenues  through  December  31,  2001.  We  have  had  only a limited operating
history  on  which  to  base  an evaluation of our business and prospects.  Such
risks and uncertainties are frequently more severe for those companies operating
in new and rapidly evolving markets.  Some of the factors upon which our success
will  depend  include  (but  are  not  limited  to)  the  following:

     -    the  rate  and  timing, if at all, of the additional growth and use of
          Internet-based  survey  and  assessment  tools;
     -    the  rate  and  timing,  if at all, at which existing survey providers
          will  migrate  their  existing  products  to  the  Internet;
     -    the  existence  of  a  demand for Internet-based survey and assessment
          tools;
     -    the emergence of competitors in our target market, and the quality and
          development  of  their  products  and  services;  and
     -    the  market's  acceptance  of  our  products  and  services.

   In order to address these risks, we must (among other things) be able to:

     -    successfully  complete  the  development  of  our  products;
     -    modify  our  products  as necessary to meet the demands of our market;
     -    continue  our  efforts  to  develop  our  core  products;
     -    attract  and  retain  highly  skilled  employees;  and
     -    respond  to  competitive  influences.

On  an  ongoing basis, we cannot be certain that we will be able to successfully
address  any  of  these  risks.

WE  FACE SUBSTANTIAL COMPETITION FROM BETTER ESTABLISHED COMPANIES THAT MAY HAVE
SIGNIFICANTLY  GREATER  RESOURCES  WHICH  COULD  LEAD  TO  REDUCED  SALES OF OUR
PRODUCTS.

The  market  for  our  products is competitive and is likely to become even more
competitive  in  the  future.  Increased  competition  could  result  in pricing
pressures,  reduced  sales,  reduced  margins  or the failure of our products to
achieve  or  maintain  market  acceptance,  any  of  which would have a material
adverse  effect  on our business, results of operations and financial condition.
Many  of  our  current  and  potential competitors enjoy substantial competitive
advantages,  such  as:

     -    greater  name  recognition and larger marketing budgets and resources;
     -    established  marketing  relationships  and  access  to larger customer
          bases;
     -    substantially  greater  financial,  technical and other resources; and
     -    larger  technical  and  support  staffs.

As  a  result,  they  may  be able to respond more quickly than we can to new or
changing  opportunities,  technologies, standards or customer requirements.  For
all of the foregoing reasons, we may not be able to compete successfully against
our  current  and  future  competitors.

THE COMPANY HAS A HISTORY OF LOSSES AND MAY NOT BE ABLE TO OPERATE PROFITABLY IN
THE  FUTURE.

The  Company experienced a net operating loss of approximately $1.272 million in
the  period  ended  December 31, 2000, and a net operating loss of approximately
$2.688  million  for  the  fiscal year ended December 31, 2001.  There can be no
assurances  that  the  Company will be able to operate profitably in the future.
In  the  event  that  the Company is not successful in implementing its business
plan,  the Company will require additional financing in order to succeed.  There
can  be  no  assurance that additional financing will be available now or in the
future  on  terms that are acceptable to the Company.  If adequate funds are not
available or are not available on acceptable terms, the Company may be unable to
develop  or  enhance  its  products  and  services,  take  advantage  of  future
opportunities  or  respond  to  competitive pressures, all of which could have a
material  adverse  effect  on  the  Company's  business,  financial condition or
operating  results.

                                       11
<PAGE>

FUTURE  ISSUANCES  OF  EQUITY  SECURITIES  BY  THE COMPANY MAY DILUTE YOUR STOCK
OWNERSHIP.

In  order  to  raise  additional  capital  in  the future, the Company may issue
additional equity securities.  These securities will dilute your share ownership
of  the  Company.  In addition, the Company may issue securities that are senior
in  rights  and  preferences  to  the  Company's  common  stock.

WE  ARE  DEPENDENT  ON  OUR  MANAGEMENT  TEAM AND THE UNEXPECTED LOSS OF ANY KEY
MEMBER  OF  THIS  TEAM  MAY  PREVENT US FROM IMPLEMENTING OUR BUSINESS PLAN IN A
TIMELY  MANNER  OR  AT  ALL.

Our  success  depends  largely  upon  the  continued  services  of our executive
officers  and  other  key  management  and  development  personnel.  We are also
substantially  dependent  on  the  continued  service of our existing technology
personnel  because of the complexity of our products and technologies.  The loss
of one or more of our key employees could seriously harm our business, financial
condition and results of operations.  We cannot assure you that in such an event
we  would  be able to recruit personnel to replace these individuals in a timely
manner  and  on  acceptable  terms.

EVOLVING  REGULATION  OF  THE  INTERNET  MAY  AFFECT  US  ADVERSELY.

As  the Internet continues to evolve, increasing regulation by federal, state or
foreign  agencies becomes more likely. Such regulation is likely in the areas of
user privacy, pricing, content and quality of products and services. Taxation of
Internet  use  or  other  charges  imposed  by government agencies or by private
organizations  for  accessing  the  Internet  may  also  be  imposed.  Laws  and
regulations  applying  to the solicitation, collection or processing of personal
or consumer information could affect our activities. Furthermore, any regulation
imposing  fees  for  Internet  use  could  result in a decline in the use of the
Internet  and  the  viability  of Internet commerce, which could have a material
adverse  effect  on our business, results of operations and financial condition.

THE  SUCCESS  OF  OUR BUSINESS DEPENDS ON THE CONTINUED GROWTH AND ACCEPTANCE OF
THE  INTERNET  AS  A  BUSINESS  TOOL.

Continued  expansion in the sales of our products depends on the adoption of the
Internet  as  a  widely  used  channel  for  corporate information, products and
services.  This business model is not yet proven and may not be successful.  The
Internet  may  not  prove  to  be  a  viable commercial medium due to inadequate
development  of  the  necessary  infrastructure,  such  as  a  reliable  network
backbone,  or  timely  development of complementary products, such as high speed
modems.  Additionally,  the  Internet  could lose its viability due to delays in
the  development  or adoption of new standards and protocols to handle increased
levels  of  Internet  activity,  security,  reliability,  cost,  ease  of  use,
accessibility,  and  quality  of  service.  If the Internet does not continue to
become a widespread communications medium and commercial marketplace, the demand
for  our  products  could  be significantly reduced, which could have a material
adverse  effect on our business, results of operations, and financial condition.

OUR  SYSTEMS  MAY  BE  VULNERABLE  TO SECURITY RISKS OR SERVICE DISRUPTIONS THAT
COULD  HARM  OUR  BUSINESS.

Our  system  servers  are  vulnerable  to  physical  or electronic break-ins and
service  disruptions, which could lead to interruptions, delays, loss of data or
the inability to process customer requests.  Such events could be very expensive
to  remedy  and could damage our reputation, discouraging existing and potential
customers from using our products.  Although in the past we have not experienced
attempts at physical or electronic break-ins, we may experience break-ins in the
future.  Any  such  events  could  substantially  harm  our  business, financial
condition  and  results  of  operations.

WE  MAY  NOT  BE  ABLE TO DEVELOP ACCEPTABLE NEW PRODUCTS OR ENHANCEMENTS TO OUR
EXISTING  PRODUCTS  AT  A  RATE  REQUIRED  BY  OUR  RAPIDLY  CHANGING  MARKET.

Our  future  success  depends  on  our  ability  to  develop  new  products  or
enhancements  to  our  existing products that keep pace with rapid technological
developments and that address the changing needs of our customers.  Although our
products are designed to operate with a variety of network hardware and software
platforms,  we will need to continuously modify and enhance our products to keep
pace with changes in Internet-related hardware, software, communication, browser
and  database  technologies.  We may not be successful in either developing such
products  or  timely introducing them to the market.  In addition, uncertainties
about  the  timing  and  nature  of  new  network  platforms  or technologies or
modifications  to existing platforms or technologies could increase our research
and  development  expenses.  The  failure of our products to operate effectively
with  the  existing  and  future  network platforms and technologies used by our
customers  would limit or reduce the market for our products, result in customer
dissatisfaction  and  seriously  harm  our  business,  results of operations and
financial  condition.

                                       12
<PAGE>

IN  ORDER  TO  EXECUTE  OUR GROWTH PLAN WE MUST CONTINUE TO ATTRACT, RETAIN, AND
MOTIVATE  HIGHLY  SKILLED  EMPLOYEES,  AND  WE FACE SIGNIFICANT COMPETITION FROM
OTHER  SOFTWARE  AND  INTERNET  COMPANIES  IN  DOING  SO.

To  execute  our  growth  plan  we  must  attract  and  retain  highly qualified
personnel.  We  need  to  hire additional personnel in virtually all operational
areas,  including  sales,  marketing,  research  and development, operations and
technical  support,  customer service and administration.  Competition for these
personnel is intense, especially for engineers with high levels of experience in
designing  and  developing  software  and  Internet-related products.  We cannot
assure  you  that  we  will  be successful in attracting and retaining qualified
personnel.  We  have from time to time in the past experienced, and we expect to
continue  to experience in the future, difficulty in hiring and retaining highly
skilled  employees  with  appropriate  qualifications.  Many of the companies we
compete against for experienced personnel have greater resources than us.  If we
fail  to attract new personnel or retain and motivate our current personnel, our
business  and  future  growth  prospects  could  be  severely  harmed.

OUR  PRODUCT  FEATURES  ARE  STILL  BEING  DEVELOPED.

Although our basic products have been developed, a number of significant product
enhancements  are  still  under  development,  and  we  still  need to undertake
significant  effort  to "fine tune" the assessment capabilities of the products.
Furthermore,  e-Perception  faces the difficult task of creating working systems
that  will  interface  with  client  companies' database systems.  If we fail to
create  working  systems  that interface with client companies' systems to their
satisfaction,  our  revenues  and  operating  results  would  be  harmed.

THE  MARKET  MAY  NOT  ACCEPT  OUR PRODUCTS AND OUR PRODUCTS MAY NOT ADDRESS THE
MARKET'S  REQUIREMENTS.

Our products are targeted to the survey and assessment market, a market in which
there  are  many  competing  service  providers  and  technologies  in  use.
Accordingly,  the  demand  for our products and services is very uncertain.  Our
products  provide a new alternative solution for the market.  The market may not
accept  our  products.  Even  if  our  products  achieve  market acceptance, our
products  may  fail  to  address  the  market's requirements adequately.  If the
products using our technologies do not achieve or sustain market acceptance, our
business  will  be  materially  harmed.

WE  MAY  FACE  UNKNOWN  PRODUCT DEFECTS THAT COULD PREVENT MARKET ACCEPTANCE AND
INTEGRATION OF OUR PRODUCTS AND COULD RESULT IN LOSS OF REVENUES AND/OR BUSINESS
FAILURE.

Products as complex as those that we offer frequently contain undetected defects
or  errors.  Despite  testing, defects or errors may occur which could result in
loss  of  or  delay in revenues, loss of market share, failure to achieve market
acceptance,  diversion  of  development  resources,  injury  to  our reputation,
increased  insurance  costs  and/or  increased service costs, any of which could
materially  harm  our  business.  In  addition,  we  provide  implementation,
customization,  consulting  and  other technical services in connection with the
implementation and ongoing maintenance of our products.  Such services typically
involve  working  with  sophisticated  software,  computing  and  communication
systems.  Our  failure  or  inability  to  meet customer expectations or project
milestones  in  a  timely  manner  could  also  result  in a loss of or delay in
revenues,  loss of market share, failure to achieve market acceptance, injury to
our  reputation  and  increased costs.  Any significant defects or errors in our
products  might  discourage customers from purchasing our products and services.
Such  defects  or errors could also result in tort or warranty claims.  Although
we  attempt  to  reduce  the  risk  of losses resulting from such claims through
warranty disclaimers and liability limitation clauses in our sales and licensing
agreements,  these  contractual  provisions  may  not  be  enforceable  in every
instance.  Furthermore,  insurance coverage may not adequately cover us for such
claims.  If  the  liability-limiting  provisions in our contracts are not upheld
for  any  reason,  or if liabilities arise that are not contractually limited or
adequately  covered  by  insurance,  our  business  could  be materially harmed.

IF  WE  FAIL  TO  PROVIDE  SERVICES  TO  SUPPORT  OUR PRODUCTS, OUR REVENUES AND
PROFITABILITY  WOULD  BE  HARMED.

Our  services are integral to the successful deployment of our solutions. If our
professional  services  organization  does not effectively implement and support
our  products  or  if  we  are  unable  to  expand  our  professional  services
organization  and  effectively  use  strategic  third-party  partners to provide
services  directly  to  customers  to  keep  pace  with  sales, our revenues and
operating  results  would be harmed. In addition, if we are unable to expand our
professional  services  organization  and  effectively use these strategic third
party  partners  to  provide these services directly to our customers, we may be
required  to  increasingly  subcontract with third parties to help provide these
services to implement and support our products, which will result in lower gross
margins.  In  addition,  since  we  generally  recognize

                                       13
<PAGE>

revenues  on  performance  of  a  client  assessment  sold  together  with  our
implementation  services over the period those services are performed, delays in
providing  implementation  services  will  delay  our  recognition  of  revenue.

CHANGES  IN  TECHNOLOGIES  COULD  RESULT IN A FAILURE OF OUR PRODUCTS TO ACHIEVE
MARKET  ACCEPTANCE.

The  emerging  nature  of  the  Internet  requires  us to continually refine our
products,  particularly in response to competitive products.  This rapid rate of
change  also  means  that any refinements to our future products will need to be
introduced  as quickly as possible.  In addition, if new Internet, networking or
communication  technologies  or  standards  are  widely  adopted,  or  if  other
technological  changes  occur,  we  may  need to expend significant resources to
adapt our products.  We may not succeed in developing and marketing new products
that respond to competitive and technological developments and changing customer
needs.  This  could  materially  harm  our  business.

WE  MUST  MANAGE  GROWTH  TO  ACHIEVE  PROFITABILITY.

To  be  successful,  we will need to implement additional management information
systems, develop further our operating, administrative, financial and accounting
systems  and  controls  and  maintain  close  coordination  among our executive,
engineering, accounting, finance, marketing, sales and operations organizations.
Any  failure  to  manage  growth effectively could materially harm our business.

WE  MAY  BE  SUED BY THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS.
The  software  and  Internet  industries are characterized by the existence of a
large number of patents, trademarks and copyrights and frequent litigation based
on  allegations  of  patent  infringement  or  other  violations of intellectual
property  rights.  As  the  number  of  entrants  into our market increases, the
possibility  of an intellectual property claim against us grows. Our technology,
products  and  services  may  not  be  able to sustain any third party claims or
rights  against  their  use.  Any  intellectual property claims, with or without
merit,  could  be  time-consuming  and expensive to litigate or settle and could
divert  management  attention  from  administering  our  core  business.


WE ARE DEPENDENT FOR A PORTION OF OUR REVENUES ON RESELLERS, AND IF THEY ARE NOT
SUCCESSFUL  MARKETING  OUR  TECHNOLOGY,  OUR ABILITY TO MAINTAIN OR INCREASE OUR
REVENUES  WILL  BE  HARMED.

We  sell  a  percentage of our technology through resellers in the United States
and abroad. We have no control over our third-party distributors, their shipping
dates,  or  the  volumes of systems shipped by them. These companies may not use
our  products  in volumes anticipated by us. If they fail to do so, our revenues
will  be  harmed.

OUR  FAILURE  TO  ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS COULD SERIOUSLY HARM
OUR  BUSINESS.

We  generally  rely  on  copyrights,  trademarks, trade secret laws and software
security measures, along with employee and third-party nondisclosure agreements,
to  establish and protect our proprietary intellectual property rights, products
and  technology.  Our  products  are  typically  sold pursuant to contracts that
restrict  the  use  of  the  products  to  the  customer's internal purposes. We
distribute  our  software  under  agreements that are signed by our distribution
partners  and  our  end-users.  Despite  our  precautions  taken  to protect our
software,  unauthorized parties may attempt to reverse engineer, copy, or obtain
and  use  information we regard as proprietary. Policing unauthorized use of our
products is difficult and software piracy is a persistent problem. Additionally,
the  laws of some foreign countries do not protect our proprietary rights to the
same  extent  as do the laws of the United States. We cannot assure you that our
reliance  on contracts with third parties, or copyright, trademark, trade secret
protection  or  our  software security measures, will be enough to be successful
and  profitable  in  the  industry  in  which  we  compete.

FUTURE SALES OF RESTRICTED SHARES COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON
STOCK  AND  LIMIT  OUR  ABILITY  TO  COMPLETE  ADDITIONAL  FINANCING.

Although  our shares are currently trading on the OTC Bulletin Board, the volume
of  trading of our common stock and the number of shares in the public float are
small.  Sales  of  a  substantial  number of shares of our common stock into the
public  market  in  the  future could materially adversely affect the prevailing
market  price  for  our common stock.  In connection with our acquisition of our
Delaware  subsidiary,  we  issued 6,872,314 shares of common stock, all of which
will  become  eligible  for resale pursuant to Rule 144 of the Securities Act in
early  2003.  Such  a large "over-hang" of stock eligible for sale in the public
market may have the effect of depressing the price of our common stock, and make
it difficult or impossible for us to obtain additional debt or equity financing.

                                       14
<PAGE>

THE  MARKET  PRICE  OF  OUR  STOCK  COULD  BE  VOLATILE.

The  market price of our common stock has been subject to volatility and, in the
future,  the market price of our common stock may fluctuate substantially due to
a  variety  of  factors,  including:

     -    quarterly  fluctuations in our operating income and earnings per share
          results;

     -    economic  conditions;

     -    disputes  concerning  patents  or  proprietary  rights;

     -    sales  of  common  stock  by  existing  holders;

     -    loss  of  key  personnel;  and

     -    securities  class  actions  or  other  litigation.

OUR  OPERATING  RESULTS  MAY  FLUCTUATE  IN  FUTURE  PERIODS.

The  results  of  operations  for  any quarter are not necessarily indicative of
results to be expected in future periods. Our operating results have in the past
been,  and will continue to be, subject to quarterly fluctuations as a result of
a  number  of  factors.  These  factors  include,  but  are  not  limited  to:

     -    market  acceptance  of  existing  or  new  products;

     -    competitive  product  introductions;

     -    our  ability to control or adjust research and development, marketing,
          sales  and  general and administrative expenses in response to changes
          in  revenues.



ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

There  have  been no changes in financial market risk as originally discussed in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001.

PART  II  -  OTHER  INFORMATION


ITEM  6.     NONE

                                       15
<PAGE>

Signatures

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


                                          e-PERCEPTION,  INC.


Date:  August  7,  2002                   By:___________________________________
                                                   William E. Richardson
                                           Chief Executive Officer and Director
                                             (Principal Executive Officer and
                                                Principal Financial Officer)


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