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

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FORM 10-QSB

|(MARK ONE)                                                                         |                                                                                  
|---------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|x                                                                                  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                                   |                                                                                  
|                                                                                   | For the quarter ended March 31, 2003                                             
|                                                                                   |                                                                                  
|o                                                                                  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT            
|                                                                                   |                                                                                  
|Commission file number: 000-21235                                                 
|                                                                                  
|BARPOINT.COM, INC.                                                                
|                                                                                  
|DELAWARE                                                                           |                                                                                  
|(STATE OR JURISDICTION OF INCORPORATION OR ORGANIZATION)                           |                                                                                  
|                                                                                   |                                                                                  
|800 Corporate Drive, Suite 600 Fort Lauderdale, FL 33334                          
|(Address of Principal Executive Offices)                                          
|                                                                                  
|(954) 492-4003                                                                    
|(Issuers Telephone Number, Including Area Code)                                  
|                                                                                  
|N/A                                                                               
|(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
|                                                                                   |                                                                                  

Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yes x | No o
|----- | ----

State the number of shares outstanding of each of issuers classes of common equity, as of May 14, 2003:

|Title of Class                |  | Number of Shares
|----------------------------- |  | ----------------
|                              |  |                 
|Common Stock, par value $.001 |  | 18,642,599      

Transitional Small Business Disclosure Format (check
one):

|Yes o | No x
|----- | ----

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Bar Point.com, Inc. and Subsidiaries (A Development Stage Company) Condensed Consolidated Balance Sheets

|                                                                                                                                           |  | March 31, 2003 (Unaudited) |             | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------- | ----------- | ----------------- | -
|                                                                                                                                           |  |                            |             |                   |  
|ASSETS                                                                                                                                     |  |                            |             |                   |  
|CURRENT ASSETS                                                                                                                             |  |                            |             |                   |  
|Cash and cash equivalents                                                                                                                  |  | $                          | 5,097,315   |                   | $
|Marketable securities                                                                                                                      |  |                            | 157,080     |                   |  
|Prepaid expenses                                                                                                                           |  |                            | 157,687     |                   |  
|Other current assets                                                                                                                       |  |                            | 128,695     |                   |  
|                                                                                                                                           |  |                            |             |                   |  
|Total Current Assets                                                                                                                       |  |                            | 5,540,777   |                   |  
|                                                                                                                                           |  |                            |             |                   |  
|PROPERTY AND EQUIPMENT                                                                                                                     |  |                            | 216,725     |                   |  
|                                                                                                                                           |  |                            |             |                   |  
|TOTAL ASSETS                                                                                                                               |  | $                          | 5,757,502   |                   | $
|                                                                                                                                           |  |                            |             |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                       |  |                            |             |                   |  
|CURRENT LIABILITIES                                                                                                                        |  |                            |             |                   |  
|Accounts payable and accrued expenses                                                                                                      |  | $                          | 362,873     |                   | $
|Income taxes payable                                                                                                                       |  |                            | 475,520     |                   |  
|Current portion of obligations under capital leases                                                                                        |  |                            | 201,054     |                   |  
|                                                                                                                                           |  |                            |             |                   |  
|Total Current Liabilities                                                                                                                  |  |                            | 1,039,447   |                   |  
|                                                                                                                                           |  |                            |             |                   |  
|TOTAL LIABILITIES                                                                                                                          |  |                            | 1,039,447   |                   |  
|                                                                                                                                           |  |                            |             |                   |  
|CONTINGENCIES                                                                                                                              |  |                            |             |                   |  
|STOCKHOLDERS EQUITY                                                                                                                       |  |                            |             |                   |  
|Preferred stock: $.001 par value; authorized 5,000,000 shares; 3 issued and outstanding                                                    |  |                            |            |                   |  
|Common stock: $.001 par value; authorized 100,000,000 shares; issued and outstanding of 18,642,599 at March 31, 2003 and December
31, 2002 |  |                            | 18,643      |                   |  
|Additional paid in capital                                                                                                                 |  |                            | 34,434,892  |                   |  
|Deficit accumulated during development stage                                                                                               |  |                            | (29,696,089 | )                 |  
|Accumulated other comprehensive loss                                                                                                       |  |                            | (39,391     | )                 |  
|                                                                                                                                           |  |                            |             |                   |  
|Total Stockholders Equity                                                                                                                 |  |                            | 4,718,055   |                   |  
|                                                                                                                                           |  |                            |             |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                 |  | $                          | 5,757,502   |                   | $
|                                                                                                                                           |  |                            |             |                   |  

See notes to Condensed Consolidated Financial Statements

2



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BarPoint.com, Inc. and Subsidiaries (A Development Stage Company) Condensed Consolidated Statements of Operations (Unaudited)

|                                                                       |  | Three Months Ended March 31, |            | For the Period from October 1, 1998 (date of inception) through March 31, 2003 |  
|---------------------------------------------------------------------- |  | ---------------------------- | ---------- | ------------------------------------------------------------------------------ | -
|                                                                       |  |                              |            |                                                                               
|                                                                       |  | 2003                         |            | 2002                                                                           |  
|                                                                       |  |                              |            |                                                                                |  
|Revenue                                                                |  |                              |            |                                                                                |  
|BarPoint services and related sales                                    |  | $                            |           |                                                                                | $
|Applications                                                           |  |                              |           |                                                                                |  
|                                                                       |  |                              |            |                                                                                |  
|Total Revenue                                                          |  |                              |           |                                                                                |  
|Cost of sales                                                          |  |                              |           |                                                                                |  
|                                                                       |  |                              |            |                                                                                |  
|Gross profit                                                           |  |                              |           |                                                                                |  
|                                                                       |  |                              |            |                                                                                |  
|Operating Expenses:                                                    |  |                              |            |                                                                                |  
|Selling, general and administrative                                    |  |                              | 645,406    |                                                                                |  
|Research and development                                               |  |                              |           |                                                                                |  
|Depreciation and amortization                                          |  |                              | 19,345     |                                                                                |  
|Restructuring charges                                                  |  |                              |           |                                                                                |  
|                                                                       |  |                              |            |                                                                                |  
|Total Operating Expenses                                               |  |                              | 664,751    |                                                                                |  
|                                                                       |  |                              |            |                                                                                |  
|Loss from operations                                                   |  |                              | (664,751   | )                                                                              |  
|                                                                       |  |                              |            |                                                                                |  
|Other Income:                                                          |  |                              |            |                                                                                |  
|Interest and other income                                              |  |                              | 10,408     |                                                                                |  
|Net (losses) gains  on sales of marketable securities and other assets |  |                              | (8,092     | )                                                                              |  
|                                                                       |  |                              |            |                                                                                |  
|Total Other Income                                                     |  |                              | 2,316      |                                                                                |  
|                                                                       |  |                              |            |                                                                                |  
|Loss before income tax benefit                                         |  |                              | (662,435   | )                                                                              |  
|Income tax benefit                                                     |  |                              |           |                                                                                |  
|                                                                       |  |                              |            |                                                                                |  
|Net loss                                                               |  | $                            | (662,435   | )                                                                              | $
|                                                                       |  |                              |            |                                                                                |  
|Loss per common share--Basic and Diluted                               |  | $                            | (0.04      | )                                                                              | $
|                                                                       |  |                              |            |                                                                                |  
|Weighted average common shares outstanding  Basic and Diluted         |  |                              | 18,642,599 |                                                                                |  
|                                                                       |  |                              |            |                                                                                |  

See notes to Condensed Consolidated Financial Statements.

3



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BarPoint.com Inc. and Subsidiaries (A Development Stage Company) Condensed Consolidated Statements of Cash Flows (Unaudited)

|                                                                            |  | Three Months Ended March 31, |           | For the Period from October 1, 1998 (date of inception) through March 31, 2003 |  
|--------------------------------------------------------------------------- |  | ---------------------------- | --------- | ------------------------------------------------------------------------------ | -
|                                                                            |  |                              |           |                                                                               
|                                                                            |  | 2003                         |           | 2002                                                                           |  
|                                                                            |  |                              |           |                                                                                |  
|OPERATING ACTIVITIES:                                                       |  |                              |           |                                                                                |  
|Net loss                                                                    |  | $                            | (662,435  | )                                                                              | $
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                              |           |                                                                                |  
|Depreciation and amortization                                               |  |                              | 19,345    |                                                                                |  
|Impairment of property and equipment                                        |  |                              |          |                                                                                |  
|Amortization of warrants issued in exchange for services                    |  |                              |          |                                                                                |  
|Amortization of deferred stock based compensation                           |  |                              |          |                                                                                |  
|Provision for doubtful accounts                                             |  |                              |          |                                                                                |  
|Write-off of licensing fee                                                  |  |                              |          |                                                                                |  
|Impairment of goodwill                                                      |  |                              |          |                                                                                |  
|Non-cash portion of restructuring charges                                   |  |                              |          |                                                                                |  
|Inventory  Write-down                                                       |  |                              |          |                                                                                |  
|Issuance of common stock in exchange for services                           |  |                              |          |                                                                                |  
|Issuance of stock options as settlement of a claim                          |  |                              |          |                                                                                |  
|Issuance of stock options as compensation                                   |  |                              |          |                                                                                |  
|Issuance of stock options below market price                                |  |                              |          |                                                                                |  
|Non cash administration expenses                                            |  |                              |          |                                                                                |  
|Loss on sale of property and equipment                                      |  |                              |          |                                                                                |  
|Loss (Gain) on sale of marketable securities                                |  |                              | 8,092     |                                                                                |  
|Impairment charges on marketable securities                                 |  |                              |          |                                                                                |  
|Deferred income tax  (benefit)                                              |  |                              |           |                                                                                |  
|Changes in operating assets and liabilities:                                |  |                              |           |                                                                                |  
|Certificates of deposit                                                     |  |                              |          |                                                                                |  
|Accounts receivable                                                         |  |                              |          |                                                                                |  
|Income taxes receivable                                                     |  |                              |          |                                                                                |  
|Inventories                                                                 |  |                              |          |                                                                                |  
|Prepaid expenses                                                            |  |                              | 48,561    |                                                                                |  
|Other assets                                                                |  |                              | 30        |                                                                                |  
|Accounts payable and accrued expenses                                       |  |                              | (84,417   | )                                                                              |  
|                                                                            |  |                              |           |                                                                                |  
|Net Cash Used in Operating Activities                                       |  |                              | (670,824  | )                                                                              |  
|                                                                            |  |                              |           |                                                                                |  
|INVESTING ACTIVITIES:                                                       |  |                              |           |                                                                                |  
|Proceeds from sales of marketable securities                                |  |                              | 40,932    |                                                                                |  
|Purchases of property and equipment                                         |  |                              |          |                                                                                |  
|Software development costs                                                  |  |                              |          |                                                                                |  
|Purchases of marketable securities                                          |  |                              |          |                                                                                |  
|Proceeds from sale of property and equipment                                |  |                              |          |                                                                                |  
|Acquisition costs                                                           |  |                              |          |                                                                                |  
|Cash received in acquisition                                                |  |                              |          |                                                                                |  
|                                                                            |  |                              |           |                                                                                |  
|Net Cash  Provided  by Investing Activities                                 |  |                              | 40,932    |                                                                                |  
|                                                                            |  |                              |           |                                                                                |  
|FINANCING ACTIVITIES:                                                       |  |                              |           |                                                                                |  
|Private placements of common stock                                          |  |                              |          |                                                                                |  
|Proceeds from subscription receivable                                       |  |                              |          |                                                                                |  
|Proceeds from exercise of warrants                                          |  |                              |          |                                                                                |  
|Payment of capital lease obligations                                        |  |                              |          |                                                                                |  
|Payment of common stock dividend                                            |  |                              |          |                                                                                |  
|Payments to cancel warrants                                                 |  |                              |          |                                                                                |  
|Proceeds from sale of common stock to employees                             |  |                              |          |                                                                                |  
|Proceeds from exercise of stock options                                     |  |                              |          |                                                                                |  
|                                                                            |  |                              |           |                                                                                |  
|Net Cash  Provided by (Used in) Financing Activities                        |  |                              |          |                                                                                |  
|                                                                            |  |                              |           |                                                                                |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                        |  |                              | (629,892  | )                                                                              |  
|CASH AND CASH EQUIVALENTS - beginning of period                             |  |                              | 5,727,207 |                                                                                |  
|                                                                            |  |                              |           |                                                                                |  
|CASH AND CASH EQUIVALENTS - end of period                                   |  | $                            | 5,097,315 |                                                                                | $
|                                                                            |  |                              |           |                                                                                |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |  |                              |           |                                                                                |  
|Cash paid during the period for:                                            |  |                              |           |                                                                                |  
|Taxes                                                                       |  | $                            |          |                                                                                | $
|                                                                            |  |                              |           |                                                                                |  
|SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:                           |  |                              |           |                                                                                |  
|Assets acquired via capital lease                                           |  | $                            |          |                                                                                | $
|                                                                            |  |                              |           |                                                                                |  
|Issuance of warrants in exchange for services                               |  | $                            |          |                                                                                | $
|                                                                            |  |                              |           |                                                                                |  
|Software development costs for services rendered by certain shareholders    |  | $                            |          |                                                                                | $
|                                                                            |  |                              |           |                                                                                |  

4



---

|                                                                                          |  | Three Months Ended March 31, |   | For the Period from October 1, 1998 (date of inception) through March 31, 2003 |  
|----------------------------------------------------------------------------------------- |  | ---------------------------- | - | ------------------------------------------------------------------------------ | -
|                                                                                          |  |                              |   |                                                                               
|                                                                                          |  | 2003                         |   | 2002                                                                           |  
|                                                                                          |  |                              |   |                                                                                |  
|Product supply and technology license agreement acquired through issuance of common stock |  | $                            |  |                                                                                | $
|                                                                                          |  |                              |   |                                                                                |  
|Non-cash administration expenses                                                          |  | $                            |  |                                                                                | $
|                                                                                          |  |                              |   |                                                                                |  
|Finders fee applied to shareholder loan                                                   |  | $                            |  |                                                                                | $
|                                                                                          |  |                              |   |                                                                                |  

See notes to Condensed Consolidated Financial Statements.

5



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BarPoint.com Inc. and Subsidiaries (A Development Stage Company) Condensed Consolidated Statements of Stockholders Equity For each of the
periods and the period from October 1, 1998 (date of inception) through March 31, 2003 (Unaudited)

|                                                                                           |  | # of Shares of Preferred Stock |   | # of Shares of Common Stock |  | Par Value  |  | Additional Paid-In Capital |        | Deferred Stock- Based Compensation |   | Note Receivable from Stockholder |   | Retained Earnings (Deficit) Accumulated during Development Stage |   | Accumulated Other Comprehensive Income (loss) |   | Total    |  
|------------------------------------------------------------------------------------------ |  | ------------------------------ | - | --------------------------- |  | ---------- |  | -------------------------- | ------ | ---------------------------------- | - | -------------------------------- | - | ---------------------------------------------------------------- | - | --------------------------------------------- | - | -------- | -
|                                                                                           |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               |   |          |  
|BarPoint.com, Inc. capitalization at inception                                             |  |                                |   |                             |  | 100        |  | $                          | 100    |                                    | $ | 241,400                          |   |                                                                  |   |                                               |   |          |  
|Reverse acquisition:                                                                       |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               |   |          |  
|Shares outstanding and net assets of The Harmat Organization at June 3, 1999               |  |                                |   |                             |  | 2,662,500  |  |                            | 2,662  |                                    |   | 4,525,668                        |   |                                                                  |   |                                               |   |          |  
|Issuance of shares to BarPoint.com shareholders                                            |  |                                |   |                             |  | 6,633,942  |  |                            | 6,534  |                                    |   | (6,534                           | ) |                                                                  |   |                                               |   |          |  
|Private Placements and Subscription note receivable                                        |  |                                |   |                             |  | 4,499,868  |  |                            | 4,500  |                                    |   | 8,300,015                        |   |                                                                  |   |                                               | $ | (750,000 | )
|Exercise of Stock Options                                                                  |  |                                |   |                             |  | 50,000     |  |                            | 50     |                                    |   | 17,450                           |   |                                                                  |   |                                               |   |          |  
|Issuance of Preferred Stock                                                                |  |                                | 3 |                             |  |            |  |                            |        |                                    |   | 30                               |   |                                                                  |   |                                               |   |          |  
|Comprehensive income (loss):                                                               |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               |   |          |  
|Change in unrealized Gain on Marketable Securities (Net of Income Tax Benefit of $376,459) |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               |   |          |  
|Net Loss                                                                                   |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               |   |          |  
|Total comprehensive loss                                                                   |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               |   |          |  
|                                                                                           |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               |   |          |  
|Balance - September 30, 1999                                                               |  |                                | 3 |                             |  | 13,846,410 |  | $                          | 13,846 |                                    | $ | 13,078,029                       |   | $                                                                |  |                                               | $ | (750,000 | )
|                                                                                           |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               |   |          |  
|Common Stock Dividend - Record Date 6/2/99                                                 |  |                                |   |                             |  | 878,770    |  | $                          | 879    |                                    | $ | (879                             | ) |                                                                  |   |                                               |   |          |  
|Stock Options Exercised                                                                    |  |                                |   |                             |  | 12,186     |  |                            | 13     |                                    |   | 4,581                            |   |                                                                  |   |                                               |   |          |  
|Cancellation of all Class A and Class B Warrants plus $50,000                              |  |                                |   |                             |  | 325,000    |  |                            | 325    |                                    |   | (50,325                          | ) |                                                                  |   |                                               |   |          |  
|Cashless exercise of Warrants                                                              |  |                                |   |                             |  | 195,372    |  |                            | 195    |                                    |   | (195                             | ) |                                                                  |   |                                               |   |          |  
|Warrants Exercised                                                                         |  |                                |   |                             |  | 97,339     |  |                            | 97     |                                    |   | 434,309                          |   |                                                                  |   |                                               |   |          |  
|Payment of Subscription Note Receivable                                                    |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |   |                                                                  |   |                                               | $ | 750,000  |  
|Issuance of Stock Options below Market Value                                               |  |                                |   |                             |  |            |  |                            |        |                                    |   | 227,752                          |   |                                                                  |   |                                               |   |          |  
|Issuance of Common Shares in exchange for services performed                               |  |                                |   |                             |  | 26,660     |  |                            | 26     |                                    |   | 86,979                           |   |                                                                  |   |                                               |   |          |  
|Acquisition of Synergy Solutions, Inc.                                                     |  |                                |   |                             |  | 75,000     |  |                            | 75     |                                    |   | 628,050                          |   |                                                                  |   |                                               |   |          |  
|Private Placements                                                                         |  |                                |   |                             |  | 1,477,500  |  |                            | 1,478  |                                    |   | 16,929,519                       |   |                                                                  |   |                                               |   |          |  
|Warrants issued in exchange for services performed                                         |  |                                |   |                             |  |            |  |                            |        |                                    |   | 1,876,329                        |   |                                                                  |   |                                               |   |          |  
|Options issued as Settlement for a claim asserted                                          |  |                                |   |                             |  |            |  |                            |        |                                    |   | 213,790                          |   |                                                                  |   |                                               |   |          |  

6



---

BarPoint.com Inc. and Subsidiaries (A Development Stage Company) Condensed Consolidated Statements of Stockholders Equity For each of the
periods and the period from October 1, 1998 (date of inception) through March 31, 2003 (Unaudited)

|                                                                                             |  | # of Shares of Preferred Stock |   | # of Shares of Common Stock |  | Par Value  |  | Additional Paid-In Capital |        | Deferred Stock- Based Compensation |   | Note Receivable from Stockholder |  | Retained Earnings (Deficit) Accumulated during Development Stage |   | Accumulated Other Comprehensive Income (loss) |   | Total | 
|-------------------------------------------------------------------------------------------- |  | ------------------------------ | - | --------------------------- |  | ---------- |  | -------------------------- | ------ | ---------------------------------- | - | -------------------------------- |  | ---------------------------------------------------------------- | - | --------------------------------------------- | - | ----- | 
|                                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Comprehensive income (loss):                                                                 |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Change in unrealized Gain on Marketable Securities (Net of Income Tax Benefit of $1,545,721) |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Net Income                                                                                   |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Total comprehensive income                                                                   |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|                                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Balance September 30, 2000                                                                   |  |                                | 3 |                             |  | 16,934,237 |  | $                          | 16,934 |                                    | $ | 33,427,939                       |  | $                                                                |  |                                               | $ |      | 
|                                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Acquisition of Synergy Solutions, Inc.                                                       |  |                                |   |                             |  | 75,000     |  | $                          | 75     |                                    | $ | 201,525                          |  |                                                                  |   |                                               |   |       | 
|Issuance of Common Shares as compensation                                                    |  |                                |   |                             |  | 135,680    |  |                            | 136    |                                    |   | 169,464                          |  |                                                                  |   |                                               |   |       | 
|Issuance of Common Shares in exchange for services performed                                 |  |                                |   |                             |  | 5,161      |  |                            | 5      |                                    |   | 16,108                           |  |                                                                  |   |                                               |   |       | 
|Comprehensive income (loss):                                                                 |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Change in Unrealized Gain on Marketable Securities (Net of Income Tax benefit of $1,291,306) |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Net loss                                                                                     |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Total comprehensive loss                                                                     |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|                                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 
|Balance December 31, 2000                                                                    |  |                                | 3 |                             |  | 17,150,078 |  | $                          | 17,150 |                                    | $ | 33,815,036                       |  | $                                                                |  |                                               | $ |      | 
|                                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |   |                                               |   |       | 

7



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BarPoint.com Inc. and Subsidiaries (A Development Stage Company) Condensed Consolidated Statements of Stockholders Equity For each of the
periods and the period from October 1, 1998 (date of inception) through March 31, 2003 (Unaudited)

|                                                                             |  | # of Shares of Preferred Stock |   | # of Shares of Common Stock |  | Par Value  |  | Additional Paid-In Capital |        | Deferred Stock- Based Compensation |   | Note Receivable from Stockholder |  | Retained Earnings (Deficit) Accumulated during Development Stage |          | Accumulated Other Comprehensive (Loss) Income |   | Total | 
|---------------------------------------------------------------------------- |  | ------------------------------ | - | --------------------------- |  | ---------- |  | -------------------------- | ------ | ---------------------------------- | - | -------------------------------- |  | ---------------------------------------------------------------- | -------- | --------------------------------------------- | - | ----- | 
|                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Warrants issued in exchange for services performed                           |  |                                |   |                             |  |            |  |                            |        |                                    |   | 47,251                           |  |                                                                  |          |                                               |   |       | 
|Issuance of Common Shares as compensation                                    |  |                                |   |                             |  | 545,938    |  |                            | 546    |                                    |   | 199,078                          |  |                                                                  | (199,624 | )                                             |   |       | 
|Amortization of deferred stock-based compensation                            |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  | 117,382  |                                               |   |       | 
|Issuance of Common Shares in connection with Employee Stock Purchase program |  |                                |   |                             |  | 43,084     |  |                            | 44     |                                    |   | 11,376                           |  |                                                                  |          |                                               |   |       | 
|Issuance of Common Shares in exchange for services                           |  |                                |   |                             |  | 16,526     |  |                            | 16     |                                    |   | 54,984                           |  |                                                                  |          |                                               |   |       | 
|Stock Options Exercised                                                      |  |                                |   |                             |  | 874,973    |  |                            | 875    |                                    |   | 305,364                          |  |                                                                  |          |                                               |   |       | 
|Comprehensive income (loss):                                                 |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Change in Unrealized Gain on Marketable Securities                           |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Common Stock Dividend  Record Date  12/24/01                                |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Net Loss                                                                     |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Total Comprehensive Loss                                                     |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Balance December 31, 2001                                                    |  |                                | 3 |                             |  | 18,630,599 |  | $                          | 18,631 |                                    | $ | 34,433,089                       |  | $                                                                | (82,242  | )                                             | $ |      | 
|                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Amortization of deferred  compensation                                       |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  | 82,242   |                                               |   |       | 
|Issuance of Common Shares in connection with Employee Stock Purchase program |  |                                |   |                             |  | 12,000     |  |                            | 12     |                                    |   | 1,803                            |  |                                                                  |          |                                               |   |       | 
|Comprehensive loss:                                                          |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Change in unrealized gain on marketable securities                           |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Common Stock Dividend  Record Date 5/24/02                                  |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Net loss                                                                     |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Total Comprehensive Loss                                                     |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Balance December 31, 2002                                                    |  |                                | 3 |                             |  | 18,642,599 |  | $                          | 18,643 |                                    | $ | 34,434,892                       |  | $                                                                |         |                                               | $ |      | 
|                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Comprehensive loss:                                                          |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Change in unrealized gain on marketable securities                           |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Net loss                                                                     |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Total Comprehensive Loss                                                     |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 
|Balance March 31, 2003                                                       |  |                                | 3 |                             |  | 18,642,599 |  | $                          | 18,643 |                                    | $ | 34,434,892                       |  | $                                                                |         |                                               | $ |      | 
|                                                                             |  |                                |   |                             |  |            |  |                            |        |                                    |   |                                  |  |                                                                  |          |                                               |   |       | 

See notes to Condensed Consolidated Financial Statements.

8



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BARPOINT.COM, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

|1. | BUSINESS AND BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | BarPoint.com, Inc. and subsidiaries (BarPoint or the Company) is an online and wireless product information and shopping service provider which also
developed mobile device software applications for consumers and businesses. BarPoints product information and shopping service platform utilizes patented reverse search technology to enable users to search for product information using unique
product identifiers, including universal product codes, catalog numbers and SKU numbers.  In August 2002, the Company was issued US Patent No. 6,430,554 for its  Interactive System For Investigating Products on a Network. 
BarPoint has compiled an extensive product database of retail products with barcode numbers and related information that the Company obtained through data feeds from retailers, manufacturers and data aggregators.  In order to handle the large
amounts of products and data feeds, BarPoint has also developed sophisticated automated data aggregation and integration processes to accept data in any format, scrub and validate the data, and output the data in any format.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | BarPoint is in the development stage as of March 31, 2003 for financial reporting purposes.  Historically, revenues have been generated primarily from software sales by
Synergy Solutions, Inc., a wholly owned subsidiary (Synergy), however as part of  its corporate restructuring the Company has substantially reduced its support of the Synergy product line and is currently outsourcing all Synergy
related activities on a performance only basis.  In fiscal 2001, BarPoint began to generate revenues from its principal operations, however continued softness in the wireless marketplace has hampered the Companys ability to grow revenue
since then.  The majority of revenues to date have been from sales of related scanning devices and Synergy software sales.  Revenues to date from principal operations have not been significant.  For the quarter ended March  31,
2003, the Company did not generate any revenue from its principal operations. For the quarter ended March 31, 2002, approximately 94% of the Companys $411,622 revenues were derived from BarPoint services and related sales, the majority of
which was the sale of scanning devices. Although infrastructure is in place to conduct our principal operations, BarPoint has not generated significant revenues from core web and wireless services.  The sale of these scanning devices, which
generated the majority of revenues for the quarter ended March 31, 2002, was not continued for the first quarter of 2003 because such inventory has been completely liquidated.  All of the sales of these devices were to one customer, Office
Depot, which accounted for more than 50% of revenues during the quarter ended March 31, 2002. The successful completion of BarPoints development program and, ultimately, the attainment of profitable operations from our current business plan is
not likely in the current environment and we are exploring strategic alternatives.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, which in the opinion of management are necessary for a fair presentation
of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in
conjunction with the consolidated financial statements and related notes included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

9



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|2. | LIQUIDITY AND CAPITAL RESOURCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | We believe that cash and cash equivalents and marketable securities at March 31, 2003 will be adequate to cover operating expenses for the next year.  With the
completion of our restructuring program we have  significantly reduced operating costs by streamlining the business through reductions in headcount, consolidation of office facilities and reduction in overhead.  This combined with further
efforts to reduce operating expense and cash burn rate satisfy management that cash and cash equivalents and marketable securities at March 31, 2003 will cover operating expenses for the next year.  However, we may require additional capital
prior to the end of such period due to unforeseen circumstances.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | CONCENTRATIONS OF CREDIT RISK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Financial instruments which potentially subject the Company to concentrations of credit risk are cash and
cash equivalents. The Company places its cash, cash equivalents, with financial institutions and invests these funds in various short term interest bearing instruments. The amount of deposits in any one institution that exceeds federally insured
limits is subject to credit risk. Such amounts were $4.6 million at March 31, 2003 and $5.3 million at December 31, 2002.                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Property and equipment are stated at cost less accumulated depreciation and amortization.  Property
and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets.  The useful lives are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Computer hardware, software and other equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Furniture and fixtures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | NEW ACCOUNTING PRONOUNCEMENTS AND INTERPRETATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities.  This statement
addresses accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3.  This statement is effective for exit or disposal costs initiated after December 31, 2002, with early adoption
encouraged.  Adoption of this statement did not have a material effect on the condensed consolidated financial statements of the Company.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In November 2002, the EITF reached a consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. 
EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements
entered into in fiscal periods beginning after June 15, 2003.  The Company has not yet determined what the effects of this Statement will be on its financial position and results of operations.                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In November 2002, the FASB issued FASB Interpretation No. 45 (FIN45), Guarantors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

10



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| | Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.  FIN 45 requires that a liability be recorded in the
guarantors balance sheet upon issuance of a guarantee.  In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a reconciliation of changes in the entitys product warranty
liabilities.  The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantors fiscal year-end.  The
disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002.  The adoption of this Statement did not have a material impact on the condensed consolidated financial
statements.                                                                                              
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure.  SFAS No. 148
provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value
method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format.  Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual
disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002.  The interim disclosure requirements are effective for interim periods beginning after December 15, 2002.  The adoption of this Statement
did not have a material impact on the condensed consolidated financial statements.                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 is effective immediately for all new variable
interest entities created or acquired after January 31, 2003.  For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June
15, 2003.  The Company has not yet determined what the effects of this Statement will be on its financial position and results of operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In April 2003, the FASB issued SFAS No. 149, which amends SFAS 133, Accounting for Derivative Instruments and
Hedging Activities.  The primary focus of this Statement is to amend and clarify financial accounting and reporting for derivative instruments.  This Statement is effective for contracts entered into or modified after June 30,
2003.  The Company has not yet determined what the effects of this Statement will be on its financial position and results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The Company accounts for income taxes by utilizing the asset and liability method.  Deferred income taxes are
recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce net deferred tax assets to the amount that is more likely than not to be ultimately realized.  As of March 31, 2003, the
Company has recognized the maximum expected refund of taxes paid                                                                                                                                                                                                                                                                                                                  

11



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| | during prior years; as such, no additional tax benefit will be recognized in the financial statements until future taxable income is reasonably expected to be
realized.                                                                                                               
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                        
| | EARNINGS (LOSS) PER SHARE                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                        
| | SFAS No. 128, Earnings Per Share, requires the presentation of two earnings per share (EPS) amounts, basic and
diluted.  Basic EPS is calculated on the weighted average number of shares outstanding and diluted EPS includes the effect of dilutive outstanding options and warrants.

12



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|   | For the three months ended March 31, 2003, options to purchase 2,872,915 shares of common stock and 753,000 warrants
were outstanding but were not included in the computation of diluted EPS since the effect would be antidilutive. For the three months ended March 31, 2002, options to purchase 3,743,515 shares of common stock and 753,000 warrants were outstanding
but were not included in the computation of diluted EPS since the effect would be antidilutive.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Property and equipment consists of the following:                                                                                                                                                                                                                                                                                                                                                                                                                          



|                                |  | March 31, 2003 |         | December 31, 2002 |  
|------------------------------- |  | -------------- | ------- | ----------------- | -
|                                |  |                |         |                   |  
|Furniture and Fixtures          |  | $              | 59,323  |                   | $
|Computer equipment and software |  |                | 200,000 |                   |  
|                                |  |                |         |                   |  
|Total                           |  |                | 259,323 |                   |  
|Less accumulated depreciation   |  |                | (42,598 | )                 |  
|                                |  |                |         |                   |  
|Property and equipment, net     |  | $              | 216,725 |                   | $
|                                |  |                |         |                   |  



|   | Depreciation expense totaled $19,345  and $619,185 for the three months ended March 31, 2003 and 2002,
respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | LEGAL PROCEEDINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On or about November 26, 2001, VisualTek Solutions, Inc. filed a demand for arbitration with the American Arbitration Association concerning an
alleged breach of a certain contract between the Company and VisualTek, dated August 15, 2000.  VisualTek requested relief against the Company for breach of contract, quantum meruit and common counts. 
The Company raised counterclaims against VisualTek for damages.  On May 14, 2002 VisualTek filed for Chapter 7 Bankruptcy in the United States Bankruptcy Court for the Northern District of California, Oakland Division and the arbitration
proceeding was automatically stayed.  By notice dated January 30, 2003 the trustee of the bankruptcy estate informed all relevant parties that the trustee proposed to enter into a settlement agreement with BarPoint to resolve all claims in the
action.  In sum, the settlement provides for the Companys release from the action in return for a $25,000 cash payment and dismissal of our counterclaims.  On March 20, 2003 the court approved the settlement.  The Company
expects the  case to be formally dismissed and closed  in the  second quarter of 2003.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On November 20, 2002, the Company filed suit against Fullplay Media Systems, Inc. and Trans World Entertainment Corp. for infringement of our U.S.
Patent No. 6,430,554, Interactive System for Investigating Products on a Network,  (known as the 554 Patent).  The case was filed in the United States District Court for the Southern District of Florida.  The Company
alleges that certain multimedia kiosk-type listening and viewing stations made, used, and/or sold by the defendants infringes upon the 554 Patent.  On March 18, 2003 the parties agreed to settle the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

13



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| | case by execution of a license and settlement agreement.  On March 24, 2003 the court approved the license and settlement agreement and dismissed the case.  Fullplay
has filed bankruptcy in the United States bankruptcy court, western district of Washington at Seattle. It has not been determined what effect, if any such filing will have on the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | On or about December 23, 2002, one of our former employees filed suit against the Company in the Circuit Court of the 17th Judicial Circuit in and
for Broward County, Florida.  The former employee alleges that he is owed certain payments based upon several theories, including breach of contract, breach of employment agreement, and breach of change in control agreement.  The former
employee claims damages of approximately $175,000 plus certain other statutory damages.  The Company believes all of the claims are without merit and intends to vigorously defend the suit.  On or about January 28, 2003, the Company removed
the case to the United States District Court for the Southern District of Florida.  On or about February 4, 2003, the Company filed an answer with defenses and asserted counterclaims for breach of contract, breach of implied duty of good
faith and fair dealing, breach of fiduciary duty, and unjust enrichment.  The Company believes our damages exceed those claimed by the former employee.  The parties are currently involved in discovery.                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | During the fourth quarter of 2002, the Company became aware that a default judgment had been entered against Harmat Homes,
Inc., a non-operating subsidiary of BarPoint.  We acquired  Harmat Homes as a result of the 1999 reverse acquisition transaction with The Harmat Organization, Inc.  Harmat Homes, Inc. has no
assets of which the Company is aware and has not operated since prior to the reverse acquisition.  The judgment was entered on April 22, 2002 as a result of a third-party claim by a defendant against Harmat Homes, Inc. in a
case pending in the Supreme Court, State of New York, Suffolk County.  The case relates to an alleged injury that occurred in 1999.  Any damages against Harmat Homes, Inc. will not be calculated and assessed until the trial process is
completed.  As a result, BarPoint is unable to predict the extent to which Harmat Homes, Inc. may be found liable.  In any event, BarPoint is not a party to the action and no claim has been made with respect to us.  The
Company does not believe that BarPoint should have any liability associated with the matter.

14



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Item 2.  Managements Discussion and Analysis or Plan of Operation.

Overview

BarPoint is an online and wireless
product information and shopping service provider which also developed mobile device software applications for consumers and businesses. BarPoints product information and shopping service platform utilizes patented reverse search technology to
enable users to search for product information using unique product identifiers, including universal product codes, catalog numbers and SKU numbers.  In August 2002, we were issued US Patent No. 6,430,554 for our  Interactive System For
Investigating Products on a Network.  BarPoint has compiled an extensive product database of retail products with barcode numbers and related information that we obtained through data feeds from retailers, manufacturers and data
aggregators.  In order to handle the large amounts of products and data feeds, BarPoint has also developed sophisticated automated data aggregation and integration processes to accept data in any format, scrub and validate the data, and output
the data in any format.

Although infrastructure is in place to conduct our principal operations, BarPoint has not generated significant
revenues from core web and wireless services. The majority of revenues to date have been from sales of related scanning devices, which were sold during 2001 and 2002.  The sale of these devices, which generated the majority of revenues for 2002
and 2001, was not continued for the first quarter of 2003 because such inventory has been completely liquidated.  All of the sales of these devices were to one customer, Office Depot, which accounted for more than 50% of revenues during the
years ended December 31, 2002 and 2001, respectively.  The remaining sales were derived from Synergy Solutions software sales. In September 2002, we granted Zero Sixty, Inc. an exclusive license to the Synergy assets. To date, no royalties have
been received under this agreement. The successful completion of BarPoints development program and, ultimately, the attainment of profitable operations from our current business plan is not likely in the current environment and we are
exploring strategic alternatives.

At March 31, 2003, we had total assets of approximately $5.8 million and total liabilities of
approximately $1.0 million, with approximately $5.1 million in cash and cash equivalents and approximately $157,000 in marketable securities. With the completion of managements restructuring plans, we have substantially reduced our cash burn
rate.  This has allowed us to preserve capital for future uses, including dividends, investments, or acquisitions.  We believe that we have adequate capital for the next year; however we may require additional capital prior to the end of
such period due to unforeseen events.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates, including those related to impairment of long-lived assets, and contingencies and litigation.  We base
our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are
not readily apparent from other sources.  Actual results may

15



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differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are
reasonable.

Impairment of long-lived assets.Our long-lived assets consist of property and equipment.  We assess
impairment of long-lived assets whenever changes or events indicate that the carrying value may not be recoverable. In performing our assessment we must make assumptions regarding estimated future cash flows and other factors to determine the fair
value of the respective assets. When these estimates change  we are required to record impairment charges against these respective assets.

Contingencies and litigation.  We are party to various claims and legal proceedings.  We record a reserve for these matters when an adverse outcome
is probable and the amount of the potential liability is reasonably estimable.  Although the ultimate outcome of these matters is currently not determinable, we do not believe that the resolution of these matters will have a material effect
upon our financial condition, results of operations or cash flows. See Legal Proceedings footnote.

Results of
Operations

For the quarter ended March 31, 2003 net revenues were $0,  as compared to the same quarter last year revenues of
$411,622.  Approximately 94% of our revenue during the first quarter of 2002 came from BarPoint services and related sales of scanning devices.  For the three months ended March 31, 2002, one customer, Office Depot, accounted for more than
50% of the companys sales.

The loss from operations for the first quarter ended March 31, 2003 was $664,751.  The loss from
operations for the same quarter last year was $2,088,340.  The decrease of approximately $1.4 million from the quarter ended March 31, 2002 is primarily attributable to decreases in depreciation of $607,000, salaries and benefits of $422,000,
facilities costs of $206,000 and website management costs of $102,000.

The net loss for the first quarter ended March 31 ,2003 was
$662,435, or $0.04 per share basic and diluted.  For the quarter ended March 31, 2002, we had a net loss of $1,772,492, or $0.10 per share basic and diluted.

Selling, general and administrative expenses were $645,406 for the quarter ended March 31, 2003, a decrease of $874,494 compared to the quarter ended March 31, 2002
primarily due to the reductions in salaries and benefits of approximately $422,000, facilities cost reductions of $206,000, as well as a decrease in web site management costs of approximately $102,000.  The reduction of these costs as well as
the overall decrease in expenses for the quarter ended March 31, 2003 are the result of BarPoints restructuring which commenced in the second half of 2001 and was completed during 2002.

Marketing and advertising expenses, which are included in selling, general and administrative expenses, were approximately $1,000 and $27,047 for the quarters ended
March 31, 2003 and March 31, 2002, respectively.  As a result of the streamlined operations, we expect future marketing and advertising spending will be nominal.

We had no research and development expenses for the quarters ended March 31, 2003 and March 31, 2002.  In the past, these expenses consisted primarily of
non-cash expenses related to the amortization of warrants issued to vendors in connection with services rendered on the Companys behalf. As of January 1, 2002, all such amortization of warrants has been fully expensed.  Research and
development expense relates to planning stage activities for Web infrastructure development or enhancements.  The majority of our development spending since March 2000 relates to web site application and infrastructure development activities,
which are capitalized under accounting principles generally accepted in the United States of America.

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Interest income was $10,408 and $43,461 for the quarters ended March 31, 2003 and March 31, 2002,
respectively.  The decrease from the quarter ended March 31, 2002 was due to a decrease in cash balances resulting from operating losses during the last twelve months.  The interest was earned from the investment of these balances in money
market funds, government securities and commercial paper.

Liquidity and Capital Resources

At March 31, 2003, we had total assets of approximately $5.8 million and total liabilities of approximately $1.0 million, with approximately $5.1 million in cash and
cash equivalents and approximately $157,000 in marketable securities. The marketable securities consisted of 198,836 shares of common stock of Socket Communications, Inc.  Cash and cash equivalents decreased approximately $630,000 from
December 31, 2002 due to losses from operating activities of approximately $671,000, partially offset by cash provided by investing activities of approximately $41,000 which was from the sale of marketable securities.

We believe that we have adequate capital for the next year; however we may require additional capital prior to the end of such period due to unforeseen
events.

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

This
Form 10-QSB contains certain forward looking statements which represent our expectations or beliefs, including, but not limited to, statements concerning industry performance and our operations, performance, financial condition, growth
and strategies. For this purpose, any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward looking statements. Without limiting the generality of the foregoing, words such as
may, will, expect, believe, anticipate, intend, could, estimate or continue or the negative or other variations thereof or comparable
terminology are intended to identify certain forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a
variety of important factors which are noted herein, including but not limited to the factors listed in our Form 10-KSB for the year ended December 31, 2002 under Factors Affecting Our Operating Results, Business Prospects and Market Price of
Stock.

Item 3.  Controls and Procedures

Our principal executive
officer and principal financial officer have within 90 days of the filing of this quarterly report, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934, as
amended) and determined that such disclosure controls and procedures are adequate.  There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls since the date of
evaluation.  We do not believe any significant deficiencies or material weaknesses exist in our internal controls.  Accordingly, no corrective actions have been taken.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

| | On or about November 26, 2001, VisualTek Solutions, Inc. filed a demand for arbitration with the American Arbitration Association concerning an
alleged breach of a certain contract between us and VisualTek, dated August 15, 2000.  VisualTek requested relief against us for breach of contract, quantum meruit and common counts.  We raised
counterclaims against VisualTek for damages.  On May 14, 2002 VisualTek filed for Chapter 7 Bankruptcy in the United States Bankruptcy Court for the Northern District of California, Oakland Division and the arbitration proceeding was
automatically stayed.  By notice dated January 30, 2003 the trustee of the bankruptcy estate informed all relevant parties that the trustee proposed to enter into a settlement agreement with BarPoint to resolve all claims in the action. 
In sum, the settlement provides for our release from the action in return for a $25,000 cash payment and dismissal of our counterclaims.  On March 20, 2003 the court approved the settlement.  We expect the  case to be formally
dismissed and closed  in the  second quarter of 2003.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | On November 20, 2002, we filed suit against Fullplay Media Systems, Inc. and Trans World Entertainment Corp. for infringement of our U.S. Patent
No. 6,430,554, Interactive System for Investigating Products on a Network,  (known as the 554 Patent).  The case was filed in the United States District Court for the Southern District of Florida.  We allege that certain
multimedia kiosk-type listening and viewing stations made, used, and/or sold by the defendants infringes upon the 554 Patent.  On March 18, 2003 the parties agreed to settle the case by execution of a license and settlement
agreement.  On March 24, 2003 the court approved the license and settlement agreement and dismissed the case.  Fullplay has filed bankruptcy in the United States bankruptcy court, western district of Washington at Seattle. It has not been
determined what effect, if any such filing will have on the agreement.                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | On or about December 23, 2002, one of our former employees filed suit against us in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida.  The former employee alleges that he is owed certain payments based upon several theories, including breach of contract, breach of employment agreement, and breach of change in control agreement.  The former
employee claims damages of approximately $175,000 plus certain other statutory damages.  We believe all of the claims are without merit and intend to vigorously defend the suit.  On or about January 28, 2003, we removed the case to the
United States District Court for the Southern District of Florida.  On or about February 4, 2003, we filed an answer with defenses and asserted counterclaims for breach of contract, breach of implied duty of good faith and fair dealing,
breach of fiduciary duty, and unjust enrichment.  We believe our damages exceed those claimed by the former employee.  The parties are currently involved in discovery.                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | During the fourth quarter of 2002, we became aware that a default judgment had been entered against Harmat Homes,
Inc., a non-operating subsidiary of BarPoint.  We acquired  Harmat Homes as a result of the 1999 reverse acquisition transaction with The Harmat Organization, Inc.  Harmat Homes, Inc. has no
assets of which we are aware and has not operated since prior to the reverse acquisition.  The judgment was entered on April 22, 2002 as a result of a third-party claim by a defendant against Harmat Homes, Inc. in a case
pending in the Supreme Court, State of New York, Suffolk County.  The case relates to an alleged injury that occurred in 1999.  Any damages against Harmat Homes, Inc. will not be calculated and assessed until the trial process is
completed.  As a result, BarPoint is unable to predict the extent to which Harmat                                                                                                                                                                                                                                                                   

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| | Homes, Inc. may be found liable.  In any event, BarPoint is not a party to the action and no claim has been made with respect to us.  We do not believe
that BarPoint should have any liability associated with the matter.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 2.  Changes in Securities.

| | None.
| | -----

Item 3. Defaults Upon Senior Securities.

| | None.
| | -----

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

| | None.
| | -----

Item 5. Other Information.

| | None.
| | -----

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

|                | (a)        Exhibits.                                                                                                   
|--------------- | -----------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                        
|Exhibit 99.1  - | Certification pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
|                |                                                                                                                        
|Exhibit 99.2 -  | Certification pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
|                |                                                                                                                        
|                | (b)        Reports on Form 8-K.                                                                                        
|                |                                                                                                                        
|                |                                                                                                                        

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SIGNATURES

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

Dated: May 14, 2003

|BARPOINT.COM, INC. |                                                                                    
|------------------ | -----------------------------------------------------------------------------------
|                   |                                                                                    
|By:                | /s/ JEFFREY W. SASS                                                                
|                   |                                                                                    
|                   | Jeffrey W. Sass President and Chief Executive Officer (Principal Executive Officer)
|                   |                                                                                    
|By:                | /s/ JEFFREY S. BENJAMIN                                                            
|                   |                                                                                    
|                   | Jeffrey S. Benjamin Chief Financial Officer (Principal Financial Officer)          

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CERTIFICATION

I, Jeffrey W. Sass, certify that:

| | 1. | I have reviewed this quarterly report on Form 10-QSB of BarPoint.com, Inc.;                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make  the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 3. | Based on 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 report;                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 5. | The registrants other certifying officers and I have disclosed, based upon our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent function):                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 6. | The registrants other certifying officers and I 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.



|Dated: May 14, 2003 | By: | /s/ JEFFREY W. SASS                     | 
|------------------- | --- | --------------------------------------- | 
|                    |     |                                         | 
|                    |     | Jeffrey W. Sass Chief Executive Officer | 

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CERTIFICATION

I, Jeffrey S. Benjamin, certify that:

| | 1. | I have reviewed this quarterly report on Form 10-QSB of BarPoint.com, Inc.;                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make  the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 3  | Based on 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 report;                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 5. | The registrants other certifying officers and I have disclosed, based upon our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent function):                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | 6. | The registrants other certifying officers and I 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.



|Dated: May 14, 2003 | By: | /s/ JEFFREY S. BENJAMIN                     | 
|------------------- | --- | ------------------------------------------- | 
|                    |     |                                             | 
|                    |     | Jeffrey S. Benjamin Chief Financial Officer | 

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Exhibit Index

|Exhibit No.    |  | Description                                                                                                            
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                        
|Exhibit 99.1 - |  | Certification pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
|               |  |                                                                                                                        
|Exhibit 99.2 - |  | Certification pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002

23