SECURITIES AND EXCHANGE COMMISSION
                            Washington D. C. 20549

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

                                 FORM 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                       COMMISSION FILE NUMBER:  0-30983

                             ADVANT-E CORPORATION
                             --------------------
                (Name of Small Business Issuer in its Charter)

      DELAWARE                                   88-0339012
      --------                                   ----------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

                             2680 INDIAN RIPPLE RD.
                               DAYTON, OH 45440
                      ---------------------------------
                   (Address of principal executive offices)

                                 937-429-4288
                      ---------------------------------
               (Issuer's telephone number, including area code)

Name and fiscal year of registrant have not changed since last report.  The
above address is a new address since the last report.

As of December 13, 2002 the issuer had 5,661,002 outstanding shares of Common
Stock, $.001 Par Value.

Transitional Small Business Disclosure Format:               Yes [ ] No [X]




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The financial statements of the Registrant included herein have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  Although certain information normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been condensed or omitted, the Registrant believes that the
disclosures are adequate to make the information presented not misleading.  It
is suggested that these financial statements are read in conjunction with the
financial statements and notes thereto included in the Annual Report on Form
10-KSB of the Registrant for the year ended December 31, 2001.

RESTATEMENT--As a result of a review by the Securities and Exchange Commission
of previously issued financial statements, the Balance Sheet as of December
31, 2001, the Statements of Operations for the three months and the nine
months ended September 30, 2001, and the Statements of Cash Flows for the nine
months ended September 30, 2001 have been restated.  These restatements
reflect compensation expense for the issuance of 400,000 shares of the
Company's common stock in 2000 related to the Company's merger with EDICT
Systems, Inc., interest expense in 2001 and 2002 for the value of warrants and
beneficial conversion privileges related to the Company's convertible
subordinated notes, and compensation expense in 2001 for 20,000 warrants
issued in exchange for services.  In addition, Statements of Operations for
the quarters ended March 31, 2002 and June 30, 2002 (not presented herein)
have been restated; as a result, the Statement of Operations and the Statement
of Cash Flows for the nine months ended September 30, 2002 reflect those
restatements. See note 2 to the financial statements for additional
explanation and the effects of these restatements.

The financial statements included herein reflect all adjustments, consisting
of normal recurring accruals, and including those required by the above
described restatements, which, in the opinion of management, are
necessary to present a fair statement of the results for the interim periods.
The results for interim periods are not necessarily indicative of trends or of
results to be expected for a full year.

ADVANT-E CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                September    December
                                                    30,         31,
                                                   2002        2001
                                                   ----        ----
                                                (Unaudited)  RESTATED
                                                 ---------   --------

                 ASSETS

<S>                                                <C>        <C>
CURRENT ASSETS
  Cash and cash equivalents                        242,681    180,679
  Accounts receivable, net                         157,911     84,229
  Prepaid expenses                                  64,836     83,092
  Deferred income taxes                             31,106     39,716
                                                   -------    -------
   Total current assets                            496,534    387,716
                                                   -------    -------

SOFTWARE DEVELOPMENT COSTS, net                    676,849    511,542
                                                   -------    -------
PROPERTY AND EQUIPMENT, net of accumulated
    Depreciation of $174,537 at September
    30, 2002 and $153,846 at December 31, 2001     107,376     58,325
                                                   -------    -------
OTHER ASSETS
  Deferred income taxes                             53,664     53,664
  Deposits                                           6,584          -
                                                   -------    -------
                                                    60,248     53,664
                                                 ---------  ---------
   Total assets                                  1,341,007  1,011,247
                                                 =========  =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                 109,365     96,950
  Accrued expenses                                 162,577     55,887
  Deferred revenue                                  98,620    114,297
  Bank notes payable                                33,683     91,798
  Current portion of long-term liabilities:
    Convertible Subordinated Notes payable, net    545,000    364,320
  Notes payable to shareholder                      45,000     45,000
                                                 ---------   --------
   Total current liabilities                       994,245    768,252
                                                 ---------   --------
LONG-TERM LIABILITIES
  Convertible Subordinated Notes Payable, net      170,000          -
                                                 ---------   --------
   Total liabilities                             1,164,245    768,252
                                                 ---------   --------
SHAREHOLDERS' EQUITY
  Common stock, $.001 par value; 20,000,000
    shares authorized; 5,661,002 issued and
    outstanding at September 30, 2002 and
    at December 31, 2001                             5,661      5,661
  Paid-in capital                                  843,287    763,287
  Retained earnings deficit                       (672,186)  (525,953)
                                                  --------   --------
   Total shareholders' equity                      176,762    242,995
                                                 ---------  ---------
   Total liabilities and shareholders' equity    1,341,007  1,011,247
                                                 =========  =========

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

</TABLE>


ADVANT-E CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                   Three Months Ended    Nine Months Ended
                                      September 30,        September 30,
                                      2002    2001        2002      2001
                                      ----    ----        ----      ----
                                            RESTATED   RESTATED   RESTATED
                                            --------   --------   --------

<S>                              <C>       <C>         <C>        <C>
REVENUES
  Internet products and services   478,361   243,712   1,205,877   506,328
  Software and license fees         68,049    81,420     235,220   278,567
                                   -------   -------   ---------   -------
     Total revenues                546,410   325,132   1,441,097   784,895
                                   -------   -------   ---------   -------
OPERATING EXPENSES
  Production                        38,658    30,335     107,543    35,201
  Salaries and benefits            281,346   159,814     757,057   555,983
  General and administrative       132,089    81,654     325,533   210,694
  Depreciation                       5,889     8,837      20,691    21,655
  Amortization of software
    development costs               53,282    27,945     111,594    70,351
  Compensation for professional
    services in exchange for
    warrants                             -     2,400           -     2,400
  Interest                          97,322    22,264     256,302    46,213
                                   -------   -------   ---------   -------
     Total operating expenses      608,586   333,249   1,578,720   942,497
                                   -------   -------   ---------   -------
LOSS BEFORE TAXES                  (62,176)   (8,117)   (137,623) (157,602)

INCOME TAXES (BENEFIT)               1,200     1,581       8,610    (6,705)
                                   -------   -------   ---------   -------
NET LOSS                           (63,376)   (9,698)   (146,233) (150,897)
                                   =======   =======   =========   =======

LOSS PER SHARE
  Basic                              (0.01)    (0.00)     (0.03)      (0.03)
                                     =====     =====       =====     ======
  Diluted                            (0.01)    (0.00)     (0.03)      (0.03)
                                     =====     =====       =====     ======
AVERAGE SHARES OUTSTANDING
  Basic                          5,661,002 5,661,002   5,661,002  5,631,544
                                 ========= =========   =========  =========
  Diluted                        5,661,002 5,661,002   5,661,002  5,631,544
                                 ========= =========   =========  =========


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

</TABLE>


ADVANT-E CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                  Nine Months Ended
                                                    September 30,
                                                    2002     2001
                                                    ----     ----
                                                  RESTATED  RESTATED
                                                  --------  --------
<S>                                               <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                          (146,233) (150,897)
  Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
      Depreciation                                  20,691    21,655
      Amortization of software development costs   111,594    70,351
      Deferred income taxes                          8,610  (  6,705)
      Interest expense from amortization of
        discount on Convertible Subordinated
        Notes Payable resulting from valuation
        of warrants issued with those notes         59,582         -
      Interest expense from amortization of
        discount on Convertible Subordinated
        Notes Payable resulting from valuation
        of beneficial conversion privilege
        of those notes                             121,098    24,705
      Compensation expense for investor relations
        services received in exchange for
        issuance of warrants                             -     2,400
  Increase (decrease) in cash arising from
  changes in assets and liabilities:
      Accounts receivable                          (73,682)   (3,538)
      Prepaid expenses                              18,256  (101,880)
      Accounts payable                              12,415    75,995
      Accrued expenses                             106,690    39,868
      Deferred revenue                             (15,677)  (48,783)
      Deposits                                      (6,584)        -
                                                  --------  --------
Net cash provided by (used in) operating
  activities                                       216,760   (76,829)
                                                  --------  --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of equipment                           (69,742)  (32,520)
  Software development costs                      (276,901) (222,519)
                                                  --------   -------
Net cash used in investing activities             (346,643) (255,039)
                                                  --------   -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable to shareholder             -    45,000
  Proceeds from convertible subordinated notes     250,000   325,000
  Proceeds from bank loans                               -    41,265
  Payments                                         (58,115)  (31,540)
                                                   -------   -------
                                                   191,885   379,725
  Proceeds from sale of common stock                     -    49,998
                                                   -------   -------
Net cash  provided by financing
  activities                                       191,885   429,723
                                                   -------   -------
NET INCREASE IN CASH AND
  CASH EQUIVALENTS                                  62,002    97,855

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     180,679    56,457
                                                  --------  --------
CASH AND CASH EQUIVALENTS, END OF PERIOD           242,681   154,312
                                                  ========  ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ITEMS
  Interest paid                                     12,759    14,630
                                                  ========   =======
  Non-cash transactions
    Fair value of warrants issued with
      Convertible Subordinated Notes                27,500         -
    Fair value of beneficial conversion
      privilege of convertible subordinated notes   52,500    54,480
    Fair value of warrants issued in partial
      payment for investor relations services            -     4,800

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

</TABLE>


ADVANT-E CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>
                                                   RESTATED
                             -------------------------------------------------
                               Common Stock                 Retained
                             -----------------     Paid-in  Earnings
                              Shares    Amount     Capital  (Deficit)    Total
                             ---------  ------    --------  --------     -----
<S>                         <C>         <C>      <C>       <C>        <C>

Balance December 31, 2000,
  as previously reported     5,613,834   5,613     376,557 (279,524)   102,646

  Issuance of 400,000 common
  shares on April 10, 2000,
  in exchange for services,
  valued at $1.06 per share:                       424,000             424,000
    Merger related services                       (339,200)           (339,200)
    Post-merger services                                    (84,800)  ( 84,800)
                             ---------   -----     -------  -------   --------
Balance December 31, 2000,
  as restated                5,613,834   5,613     461,357 (364,324)   102,646

  Net loss, as restated                                    (161,629)  (161,629)
  Issuance of common stock      47,168      48      49,950              49,998
  Warrants issued with 15%
    convertible subordinated
    notes                                           70,276              70,276
  Beneficial conversion
    feature of 15% convertible
    subordinated notes                             176,904             176,904
  Warrants issued with
    professional services
    contract                                         4,800               4,800


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

Balance December 31, 2001,
  as restated                5,661,002   5,661     763,287 (525,953)   242,995

  Net loss                                                 (146,233)  (146,233)
  Warrants issued with 10%
    convertible subordinated
    notes                                           27,500              27,500
  Beneficial conversion
    feature of 10% convertible
    subordinated notes                              52,500              52,500
                            ----------  ------    -------- ---------   -------

Balance September 30, 2002   5,661,002   5,661     843,287 (672,186)   176,762
                            ==========  ======    ========  =======    =======

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

</TABLE>


ADVANT-E CORPORATAION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION, ORGANIZATION AND OTHER MATTERS

Nature of Operations

Advant-e Corporation through its wholly-owned and sole operating subsidiary,
Edict Systems, Inc. (collectively the "Company"), develops and markets
electronic data interchange and electronic commerce software products and
services that enable its customers to send and receive business documents
electronically in standard and proprietary formats.  Customers consist of
businesses across a number of industries throughout the United States.

Principles of Consolidation

The consolidated financial statements include the accounts of Advant-e
Corporation and its wholly-owned subsidiary, Edict Systems, Inc.
Intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period.  Significant
estimates used in preparing these financial statements included those
considered in assessment of recoverability of capitalized software development
costs, those used in the valuation of certain non-cash transactions including
the issuance of common shares of stock in exchange for specified services, the
issuance of detachable stock warrants in connection with the Company's
outstanding convertible subordinated notes, the valuation of the beneficial
conversion privilege in connection with the Company's convertible subordinated
notes, and those used in recording net deferred tax assets.
It is at least reasonably possible that the significant estimates used will
change within the next year.

Cash Equivalents

The Company classifies as cash equivalents all highly liquid investments
with original maturities of three months or less.

Accounts Receivable

Accounts receivable are reported net of the allowance for uncollectible
accounts.  The allowance for uncollectible accounts was $22,000 at September
30, 2002 and $37,000 at December 31, 2001.

Software Development Costs

The Company accounts for the costs of computer software that it sells,
leases and markets as a separate product in accordance with Financial
Accounting Standards Board Statement No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed."  Such costs
are reported at the lower of unamortized cost or net realizable value.

The Company accounts for the costs of computer software that it develops for
internal use, costs associated with operation of its web sites, in accordance
with the American Institute of Certified Public Accountants Statement of
Position ("SOP") 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use".  Such costs that are capitalized are
amortized by the straight-line method over the remaining estimated economic
lives of the software products, generally three years.  Under SOP 98-1,
overhead, general and administrative and training costs are not capitalized.

Software development costs at December 31, 2001 and September 30, 2002 and the
changes during the nine-month period ended September 30, 2002 are summarized as
follows:

<TABLE>
<CAPTION>

                                                     Accumulated
                                       Cost          Amortization        Net
                                    ---------        ------------     ---------
<S>                                  <C>               <C>             <C>

Balance, December 31, 2001           783,174           271,632         511,542

  Additions                          276,901                           276,901
  Amortization expense                                 111,594        (111,594)
  Costs of fully-amortized
    Software products               (161,154)         (161,154)              -
                                     -------           -------         -------
Balance, September 30, 2002          898,921           222,072         676,849
                                     =======           =======         =======

</TABLE>

The ongoing assessment of recoverability of capitalized software development
costs requires considerable judgment by management with respect to certain
external factors, including, but not limited to, anticipated future revenues,
estimated economic life and changes in software and hardware technologies.
Impairment of asset value is considered whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Amortization expense was $111,594 in the nine months ended
September 30, 2002 and $70,351 in the nine months ended September 30, 2001.

Property and Equipment

Property and equipment are carried at cost.  Costs of normal maintenance and
repairs are charged to expense as incurred.  Impairment of asset value is
considered whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  Depreciation is provided
using accelerated methods for financial reporting purposes at rates based on
useful lives of five to seven years.  Depreciation expense was $20,691 in the
nine months ended September 30, 2002 and $21,655 in the nine months ended
September 30, 2001.

Debt Discount and Amortization

Debt discount recognized in connection with equity instruments issued with
debt (beneficial conversion features and detachable warrants) is amortized to
interest expense over the life of the underlying debt as an estimate of the
cost of the financing event.  The unamortized discount is shown as a reduction
of the debt instrument on the balance sheet.   Amortization of debt discount
amounted to  $180,680 for the nine months ended September 30, 2002 and $24,705
for the nine months ended September 30, 2001.

Revenue Recognition

The Company recognizes revenues in accordance with the Securities Exchange
Commission Staff Accounting Bulletin 101 (SAB 101), which requires the Company
to recognize revenue when, in addition to other criteria, delivery has
occurred or services have been rendered.

Revenues from software product sales are recognized when the product is
shipped.  Ongoing software license fees are recognized ratably over the
license period, generally twelve months.

Revenues from Internet-based products and services (GroceryEC, MfgEC,
EnterpriseEC, etc) is comprised of three components - account activation and
trading partner set up fees, monthly subcription fees, and usage based
transactional fees.

Revenues earned from account activation and trading partner set up fees are
recognized after the Company performs consultative work required in order to
establish an electronic trading partnership between the customer and their
desired trading partners.  Trading partnerships, once established, require no
ongoing effort on the part of the Company and customers are able to utilize
the electronic trading partnerships either directly with their customers or
via a service provider other than the Company.

Revenues earned from monthly subscriptions are recognized after the monthly
subscription has elapsed.

Usage based transactional fees are recognized upon completion of processing
those transactions.

Deferred Income Taxes

Deferred income taxes are provided to recognize future tax benefits of net
operating loss carry forwards, to the extent realization of such benefits is
more likely than not.  Deferred income taxes are also provided for tax credits
and temporary differences in recognition of assets and liabilities for
financial statements and for income tax purposes.

Segment Reporting

Financial Accounting Standards Board Statement No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for
the reporting and disclosure of information about operating segments for
public businesses.  The Company's business is comprised of one segment -- the
development and sale of electronic data interchange and electronic commerce
software products and services.

Advertising

All advertising costs are expensed as incurred.  Advertising was $3,187 in the
nine months ended September 30, 2002 and $2,443 in the nine months ended
September 30, 2001.

NOTE 2 - RESTATEMENT

The Company issued 400,000 shares of stock on April 10, 2000 pursuant to a
Services Agreement for certain specified services relating to the Company's
merger with EDICT Systems, Inc. on April 10, 2000 and for subsequent services.
These shares have been valued in accordance with Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" (SFAS
123).  SFAS 123 requires the Company to value this stock based transaction at
the fair market value of the shares issued.  The Company determined that the
fair value of the shares was $424,000 based on the last closing price of the
Company's common stock of $1.06 per share prior to the merger.  Of that
amount, $339,200 related to the Company's merger on April 10, 2000 and was
charged to Paid in Capital--merger and credited to Paid in Capital thereby
having no effect on reported earnings or retained earnings.  The remainder of
the amount, $84,800, was for post-merger services and was charged to
Compensation expense in the second quarter of 2000.

The Company issued 20,000 warrants in June 2001 as partial compensation for
investor relations services.  These warrants have been valued according
to SFAS 123, and the Black-Scholes option pricing model has been used to
estimate the fair value of the warrants.  By using the Black-Scholes pricing
model, the Company estimated the fair value of the warrants at $4,800.  The
Company amortized this amount as compensation for services expense over the
six-month term of the agreement in the third and fourth quarters of 2001.

The Company issued 675,000 detachable warrants in connection with its 15%
convertible subordinated notes issued at various dates in 2001.  These warrants
have been valued according to SFAS 123, and the Black-Scholes option
pricing model has been used to estimate the fair value of the warrants.
By using the Black-Scholes pricing model, the Company estimated the fair value
of the warrants at $70,276.  The Company amortized this amount as interest
expense over the one-year term of the notes beginning in the fourth quarter of
2001 and ending in the third quarter of 2002.

The Company's 15% convertible subordinated notes issued in 2001 contained a
beneficial conversion privilege that has been recorded as interest
expense according to the provisions of EITF 98-5, "Accounting for Convertible
Securities with Beneficial Conversion Features of Contingently Adjustable
Conversion Ratios" and EITF 00-27 "Application of EITF No. 98-5, Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ration, to Certain Convertible Instruments".  The Company
estimated the fair value of the beneficial conversion privilege at $176,904.
The Company amortized this amount as interest expense over the one year term
of the notes beginning in the second quarter of 2001 and ending in the third
quarter of 2002.

A summary of the effect of the restatement follows:

<TABLE>
<CAPTION>

                                         As Previously
  At December 31, 2000                     Reported             As Restated
  --------------------                   -------------          -----------

<S>                                       <C>                   <C>
Common Stock                                  5,613                  5,613
Paid-in capital                             376,557                800,557
Paid-in capital from issuance of
  400,000 shares for services                     -               (339,200)
                                            -------                -------
Paid-in capital--net                        376,557                461,357
Retained earnings deficit                  (279,524)              (364,324)
                                            -------                -------
Stockholders' equity                        102,646                102,646
                                           ========                =======

                                         As Previously
For the year ended December 31, 2000       Reported             As Restated
------------------------------------     -------------          -----------
Compensation expense for merger
related services                                  -                84,800
Net loss                                   (400,456)             (485,256)
Basic and diluted net loss per share          (0.07)                (0.09)

                                         As Previously
  At December 31, 2001                     Reported             As Restated
  --------------------                   -------------          -----------
Current Liabilities
  Convertible subordinated notes
  payable                                   525,000               364,320
Total current liabilities                   928,932               768,252
Total liabilities                           928,932               768,252

Common stock                                  5,661                 5,661
Paid-in capital                             426,507               763,287
Retained earnings deficit                  (349,853)             (525,953)
                                            -------               -------
Total stockholders' equity                   82,315               242,995
                                            =======               =======

                                         As Previously
For the year ended December 31, 2001       Reported             As Restated
------------------------------------     -------------          -----------
Compensation expense for investor
   Relations services                             -                 2,400
Interest expense                             41,458               127,958
Total operating expenses                  1,273,229             1,364,529
Loss before taxes                           (87,911)             (179,211)
Net loss                                    (70,329)             (161,629)
Basic and diluted loss per share              (0.01)                (0.03)

   For the three months ended            As Previously
   September 30, 2001                      Reported             As Restated
   --------------------------            -------------          -----------
Compensation expense for investor
   relations services                             -                 2,400
Interest expense                              8,644                22,264
Total operating expenses                    317,229               333,249
Income (loss) before taxes                    7,903                (8,117)
Net income (loss)                             6,322                (9,698)
Basic and diluted earnings (loss) per share    0.00                 (0.00)

   For the nine months ended             As Previously
   September 30, 2001                      Reported             As Restated
   -------------------------             -------------          -----------
Compensation expense for investor
  Relations services                              -                 2,400
Interest expense                             21,508                46,213
Total operating expenses                    915,392               942,497
Loss before taxes                          (130,497)             (157,602)
Net loss                                   (123,792)             (150,897)
Basic and diluted loss per share              (0.02)                (0.03)

   For the three months ended            As Previously
   March 31, 2002                          Reported             As Restated
   --------------------------            -------------          -----------
Interest expense                             23,355                85,150
Total operating expenses                    390,268               452,063
Income (loss) before taxes                   12,982               (48,813)
Net income (loss)                            10,387               (51,408)
Basic and diluted earnings (loss)
  per share                                    0.00                 (0.01)
Average shares outstanding-diluted        5,695,549             5,661,002

   For the three months ended            As Previously
   June 30, 2002                           Reported             As Restated
   --------------------------            -------------          -----------
Interest expense                             23,120                73,830
Total operating expenses                    467,361               518,071
Income (loss) before taxes                   24,076               (26,634)
Net income (loss)                            19,261               (31,449)
Basic and diluted earnings (loss)
  per share                                    0.00                 (0.01)
Average shares outstanding-diluted        5,700,553             5,661,002

</TABLE>

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company leases its office space from the majority shareholder of the
Company.  This space is leased on a month-to-month basis for $3,000 per month,
and can be terminated on a date that is mutually agreeable to the
majority shareholder and the Company. Lease payments made under this agreement
were $27,000 in both the nine months ended September 30, 2002 and 2001,
respectively. The lease requires the Company to pay all expenses related to
the office space, including the real estate taxes, which were $2,976 in the
nine months ended September 30, 2002 and $2,975 in the nine months ended
September 30, 2001.

NOTE 4 - BANK NOTES PAYABLE

The Company has a commercial bank note payable that accrues interest on the
outstanding borrowings at 7.75% per annum.  Outstanding borrowings under this
agreement were $11,429 at September 30, 2002 and $62,529 at December 31, 2001.
The loan is payable in monthly installment of $3,861 (principal and interest)
to December 31, 2002.  The loan is collateralized by substantially all the
Company's assets, and is fully guaranteed by the Company's majority
shareholder, and is partially guaranteed for $11,429 by another shareholder.

The Company has an additional commercial bank note payable that accrues
interest on the outstanding borrowings at 5.54% per year.  Outstanding
borrowings under this agreement were $22,254 at September 30, 2002 and $29,269
at December 31, 2001.  The loan is payable in monthly installments of $1,220
(principal and interest) to April 23, 2004.  The loan is collateralized by
substantially all the Company's assets, and is fully guaranteed by the
Company's majority shareholder.

NOTE 5 - CONVERTIBLE SUBORDINATED NOTES PAYABLE

Convertible subordinated notes payable consist of the following:

<TABLE>
<CAPTION>

                                                  September 30,    December 31,
                                                      2002            2001
                                                      ----            ----

<S>                                                 <C>            <C>
  15% convertible subordinated notes that
    mature on various dates through December
    17, 2003                                        525,000        525,000
    Less:  unamortized discount attributable
      to estimated fair value of
      detachable warrants and beneficial
      conversion privilege                                -        160,680
                                                    -------        -------
                                                    525,000        364,320
                                                    -------        -------

  10% convertible subordinated notes issued July
    9, 2002 that mature on September 27, 2003       250,000              -
    Less:  unamortized discount attributable
      to estimated fair value of
      detachable warrants and beneficial
      conversion privilege                           60,000              -
                                                    -------        -------
                                                    190,000              -
                                                    -------        -------
  Total                                             715,000        364,320
  Less:  current maturities                         545,000        364,320
                                                    -------        -------
  Long-term liabilities                             170,000              -
                                                    =======        =======

</TABLE>

The 15% convertible subordinated notes as originally issued matured one year
from date of issuance (various dates in 2001); however, the maturity dates of
the notes were extended by one additional year to two years from the date of
the notes.  These notes are subordinated to all senior debt of the Company
outstanding at the dates of issuance and any additional senior debt incurred
through the maturity dates.  The holders of these notes, at the maturity
dates, have the right to convert the entire amount of the notes, including any
accrued interest, to the Company's common stock at $1.06 per common share.
The holders of the notes have warrants valid for three years from the date the
note was issued (later extended to four years) to purchase a total of 675,000
shares of the Company's common stock at a price of $1.205 per common share.
The Company used the Black-Scholes pricing model to estimate the fair value of
the warrants at the date of issuance at $70,276.  The Company estimated the
fair value of the beneficial conversion privilege of the notes at $176,904 in
accordance with the provisions of EITF 98-5, "Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios" and EITF 00-27 "Application of EITF No. 98-5, Accounting
for Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios, to Certain Convertible Instruments."  The
Company used the Black-Scholes pricing model to estimate the fair value of the
one-year extension of the notes at $7,172.  The fair value of the warrants at
the date of issuance and the fair value of the beneficial conversion privilege
were amortized to interest expense over the 12-month initial term of the notes
beginning in the fourth quarter 2001 and ending in the third quarter of 2002.
The fair value of the one-year extension of the notes will be amortized to
interest expense beginning in  the fourth quarter of 2002.

On July 9, 2002 the Company received $250,000, pursuant to a Note Purchase
Agreement of the same date with three individuals and three other entities, in
exchange for the issuance of a total of $250,000 of Convertible Subordinated
Notes that accrue interest at a stated rate of 10% per year and that mature on
September 27, 2003.  The notes are convertible at the maturity date, in the
amount of the note plus accrued interest, to the Company's common stock at
$1.10 per common share.  The notes are subordinated to all current Senior Debt
of the Company and any future Senior Debt up to an amount not to exceed
$200,000.  The notes are personally guaranteed by the Company's president, who
is also not permitted to sell, transfer or encumber any of the Company's
common shares that he owns without the prior written consent of each of two
specified representatives of the note holders.  The holders of the notes have
warrants until September 27, 2005 to purchase a total of 250,000 shares of the
Company's common stock at a price of $1.25 per common share.  The Company
used the Black-Scholes pricing model to estimate the fair value of the
warrants at the date of issuance at $27,500.   The Company estimated the fair
value of the beneficial conversion privilege of the notes at $52,500 in
accordance with the provisions of EITF 98-5, "Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios" and EITF 00-27 "Application of EITF No. 98-5, Accounting
for Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios, to Certain Convertible Instruments."  The fair
value of the warrants at the date of issuance and the fair value of the
beneficial conversion privilege are being amortized to interest expense over
the term of the notes beginning in the third quarter of 2002 and ending in the
second quarter of 2003.

NOTE 6 - NOTES PAYABLE TO SHAREHOLDER

The Company received $45,000 in 2001 from its President and majority
shareholder in exchange for 8% notes, payable on demand.  These notes are fully
subordinated to the $11,429 commercial bank note payable.

NOTE 7 - 401(k) PENSION PLAN

The Company has a 401(k) pension plan covering employees who choose to
participate in the Plan.  The Company may make annual discretionary
contributions to the plan based on participants' contributions. The Company
made no contributions to the plan in the first nine months of 2002 and 2001.

NOTE 8 - INCOME TAXES

The deferred income tax asset at September 30, 2002 and December 31, 2001
results from the recognition of income tax benefits from temporary
timing differences and net operating loss carry forwards, to the extent
realization of such benefits is more likely than not.

Income tax expense for the three month periods ended September 30,
2002 and 2001 were $1,200 and $1,581, respectively.  Income tax expense
(benefit) for the nine month periods ending September 30, 2002 and 2001 were
$8,610 and ($6,705), respectively.

Temporary differences in recognition of assets and liabilities for financial
statements and for income tax purposes result from using the cash method for
tax purposes of filing federal and state income tax returns.  The effective
tax rates of 20% are different from statutory rates of 40% due to the lower
combined graduated rates expected to apply as tax benefits are realized.

No tax effect was given to the non-cash interest expense for value of the
detachable warrants and beneficial conversion privilege related to the
Convertible Subordinated Notes because those amounts are not deductible for
income tax purposes.

No valuation allowance has been recognized for the deferred tax assets because
management believes it is more likely than not that future taxable income will
permit realization of such assets.  This amount, however, could be reduced in
the near term if estimates of future taxable income during the net operating
loss carryforward period are reduced.  The Company's net operating loss
carryforwards, of approximately $809,000, begin to expire in 2020.

NOTE 9 - CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of deposits in banks, which occasionally
exceed federally insured limits, and trade accounts receivable.  The Company
manages the risk regarding deposits in banks by using high quality financial
institutions.  Credit risk with respect to trade accounts receivable is limited
due to the large number of primarily domestic customers who are geographically
dispersed.  No single customer comprises more than 5% of accounts receivable
outstanding at September 30, 2002.

NOTE 10 - EARNINGS (LOSS) PER SHARE

The reconciliation of the numerators and denominators of the basic and diluted
earnings (loss) per share calculations for the three months ended September 30,
2002 and for the nine months ended September 30, 2002 follows:

<TABLE>
<CAPTION>

                                     Income          Shares         Per Share
                                   (Numerator)    (Denominator)      Amount
                                   -----------    -------------     ---------
<S>                                <C>              <C>               <C>
Three months ended September
30, 2002
--------------------------------
Net loss                            (63,376)

Basic Earnings (Loss) Per Share:
Loss available to common
  shareholders                      (63,376)        5,661,002         (0.01)

Effect of dilutive securities:
Detachable warrants and beneficial
  conversion feature of Convertible
  Subordinated Notes are
  anti-dilutive                           -                 -             -

Diluted loss per share:
Income available to common
  shareholders plus assumed
  conversion                        (63,376)        5,661,002         (0.01)

Nine months ended September
30, 2002
------------------------------
Net loss                           (146,233)

Basic Earnings (Loss) Per Share:
Loss available to common
  Shareholders                     (146,233)        5,661,002         (0.03)

Effect of dilutive securities:
Detachable warrants and beneficial
  conversion feature of Convertible
  Subordinated Notes are
  anti-dilutive                            -                 -             -

Diluted loss per share:
Loss available to common
  shareholders plus assumed
  conversion                       (146,233)        5,661,002         (0.03)

</TABLE>


Warrants issued in connection with the 15% Convertible Subordinated Notes to
purchase 675,000 shares of the Company's common stock at $1.205 per share were
outstanding in both the three months and the nine months ended September 30,
2002.  The warrants expire on several dates in 2005.

Warrants issued in connection with the 10% Convertible Subordinated Notes to
purchase 250,000 shares of the Company's common stock at $1.25 per share were
outstanding from July 9, 2002 to September 30, 2002.  The warrants expire on
September 27, 2005.

The warrants attached to both the 15% Convertible Subordinated Notes and the
10% Convertible Subordinated Notes are anti-dilutive because they result in a
reduction of basic loss per share in both the three months and the nine months
ended September 30, 2002.

The conversion features of both the 15% Convertible Subordinated Notes and the
10% Convertible Subordinated Notes are anti-dilutive because they result in a
reduction of basic loss per share in both the three months and the nine months
ended September 30, 2002.

If the 15% and the 10% notes are converted at maturity there would be 909,937
additional outstanding common shares at September 30, 2002, 884,999 additional
weighted average common shares for the three months ended September 30, 2002,
and 732,517 additional weighted average common shares for the nine months ended
September 30, 2002.

Warrants to purchase 20,000 shares of the Company's common stock at $1.48 per
share were outstanding during both the three months and the nine months ended
September 30, 2002 but were not included in the computation of diluted earnings
per share because the warrants' exercise price was greater than the average
market price of the common shares during the periods the warrants were
outstanding.  The warrants are exercisable during the period from June 25, 2002
to June 25, 2006.  No warrants have been exercised.

NOTE 11 - OPERATING LICENSE COMMITMENT

At September 30, 2002 the Company is obligated under a three-year term license
agreement dated in April 2001 and amended on June 26, 2002 for computer
software that is used in providing customer Internet electronic commerce
connectivity services.   The Company paid $178,000 through September 30, 2002
pursuant to this agreement.  The Company begins in December 2002 to pay
minimum monthly installments of $5,215 that continue through the end of the
license period in April 2004.  The Company has the option to renew the license
agreement for an additional 12 months to April 2005 at the same rate.  These
minimum monthly payments would be increased by amounts as prescribed in the
license agreement as the Company increases utilization of this software in its
operations.   The Company is recognizing the cost of this licensed software
ratably over the expected useful life of the software of approximately three
years.  The Company recognized software license expense (reported as part of
"production") in the amount of $29,286 in the three months ended September 30,
2002 and $87,858 in the nine months ended September 30, 2002.

NOTE 12 - EQUIPMENT LEASE COMMITMENT

At September 30, 2002, the Company is obligated under a two-year and a three-
year operating leases for computer equipment, payable in fixed monthly
installments. Lease payments under the agreement total $43,011 and are payable
in 2002 ($17,919); 2003 ($18,708); 2004 (5,083); and 2005 ($1,565).  The
Company is recognizing the cost of this leased equipment ratably over the
lease period beginning in February 2002.  The Company recognized leased
equipment expense (reported as part of "production") in the amount of $12,752
in the nine months ended September 30, 2002.  The Company has options to
purchase the leased equipment for its fair market value at the expiration of
the lease periods.

NOTE 13 - BUILDING LEASE COMMITMENT

At September 30, 2002, the Company is obligated under a lease agreement to
lease 12,000 square feet to be used as the Company's offices and headquarters.
This operating lease has a three-year term beginning October 1, 2002 with two
consecutive three-year renewal options.  Annual rent under the agreement is
$79,000, $86,900, and $96,863 in each of the three years in the term of the
lease. The lease rate in the renewal terms, if exercised, will increase by a
maximum amount of 5% per year.  Lease payments include substantially all
maintenance and repairs, and real estate taxes and utilities.


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

As a result of a review by the Securities and Exchange Commission of
previously issued financial statements, the Balance Sheet as of December 31,
2001, the Statements of Operations for the three months and the nine months
ended September 30, 2001, and the Statements of Cash Flows for the nine months
ended September 30, 2001 have been restated.  These restatements reflect
compensation expense for the issuance of 400,000 shares of the Company's
common stock in 2000 related to Company's merger with EDICT Systems, Inc.,
interest expense in 2001 and 2002 for the value of warrants and beneficial
conversion privileges related to the Company's convertible subordinated notes,
and compensation expense in 2001 for 20,000 warrants issued in exchange for
services.  In addition, Statements of Operations for the quarters ended March
31, 2002 and June 30, 2002 (not presented herein) have been restated; as a
result, the Statement of Operations and the Statement of Cash Flows for the
nine months ended September 30, 2002 reflect those restatements. See footnote
2 to the financial statements for additional explanation and the effects of
these restatements.  Management's discussion and analysis of financial
condition and results of operations reflects the restatements described above.

FORWARD LOOKING STATEMENTS

This Form 10-QSB contains forward-looking statements, including statements
regarding the expectations of future operations.  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 foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within the
Company's control.  These factors include, but are not limited to, economic
conditions generally and in the industries in which the Company may
participate, competition within chosen industry, including competition from
much larger competitors, technological advances, and the failure to
successfully develop business relationships.  In light of these risks and
uncertainties, you are cautioned not to place undue reliance on these forward
looking statements.  Please refer to the Company's most recently filed Form
10-KSB for the year ended December 31, 2001, filed April 1, 2002.

This item should be read in conjunction with "Item 1.  Financial Statements"
and other items contained elsewhere in this report.

OVERVIEW

Advant-e, via its wholly owned and sole operating subsidiary Edict Systems,
Inc., is a provider of Business-to-Business electronic commerce software and
Internet-based applications specializing in Electronic Data Interchange (EDI)
and XML-based solutions for recurring transactions.  These products and
services enable its customers to send and receive business documents
electronically in standard and proprietary formats via traditional Value Added
Networks and the Internet.  The Company also provides consultative services for
its customers, generally small and medium sized suppliers to large buying
organizations wherein it acts as a liaison between the buyers and their
suppliers to interface with the buyer on behalf of the Company's customers.
Customers consist of businesses across a number of industries throughout the
United States.

Advant-e specializes in horizontal transaction services via EnterpriseEC(R),
an Internet-based Electronic Business Transaction Network (EBTN), and web-based
EDI and Electronic Commerce solutions for small and medium size companies.  The
Company also markets its web-EDI solutions within specific vertical industries
with branded Vertical Industry Portals ("vortals") including including
www.GroceryEC.com, www.RetailEC.com, www.CPGSupplier.com, www.LogisticsEC.com,
and www.MfgEC.com.

In addition to Internet and web-based e-commerce solutions, Edict Systems also
provides e-commerce integration and bar coding applications via its
FORMULA_ONE(R) translation software and Bar Code Label Modules.

The following is a description of the Company's five principal business
products/services:

1.  Web-based Electronic Commerce/Electronic Data Interchange (web-EDI)
document processing systems and branded vertical industry portals such as
GroceryEC.com, RetailEC.com, CPGSupplier.com, MfgEC.com, and LogisticsEC.com,
etc.  GroceryEC.com is the Company's first vertical industry business-to-
busines web-based e-commerce portal and accounts for most of the Company's
revenues.  GroceryEC.com is a web-based system for allowing manufacturers and
brokers in the grocery industry to conduct electronic commerce with grocery
retailers.  GroceryEC.com allows its subscribers to send and receive electronic
purchase orders, invoices, price changes, item information, promotional
contracts, advance ship notices, and other documents via a web-based service.
The grocery retailing industry has changed dramatically due to technological
advances with EDI making many of these changes feasible.  The strength of the
Company's business model is that the party that has a large influence on the
buying decision, the major grocery retailer ("hubs"), is not the party that
pays for the service; the suppliers (the "spokes") who use GroceryEC.com pay
for it.  The large retailers increase their return on their existing EDI e-
commerce investment, and smaller and medium-sized suppliers gain efficiencies
at a very reasonable cost.  At November 10, 2002, GroceryEC.com supported
approximately 101 retailers and had approximately 2,300 production customers
generating transaction revenues.  Several other "vortals" are in limited use
(RetailEC.com, MfgEC.com, and CPGSupplier.com) and others are planned for
future release.  In addition to the Internet domain names mentioned, the
Company owns FoodServiceEC.com, AutomotiveEC.com, HealthcareEC.com,
PetroleumEC.com, HighTechEC.com, EZEC.com, EasyEC.com, DrugStoreEC.com, and
others.


2.  Internet-based Business-to-Business Electronic-Commerce Network Services--
EnterpriseEC.com.  The Company's Electronic Business Transaction Network (EBTN)
became operational in the third quarter of 2002 and accounted for approximately
$20,000 in revenues.  An EBTN is an Internet-based value-added network (VAN)
that is an alternative to higher-cost traditional VANs.  The Company currently
markets this service primarily to its GroceryEC.com and other vortal customers
and its current Formula_One software customers; however, the Company also
markets this service to customers of other existing Value Added Networks.

3.  Alternate channel business.  The Company is currently in the midst of
implementing a business alliance partner program wherein the Company will
market its web-EDI and EnterpriseEC services to customers via agreements with
business partners.  The Company has added professional sales personnel with
substantial experience in the EDI industry to market and drive this business
toward aggressive 2003 revenue targets.  The Company expects to earn nominal
revenue from these alliances in the fourth quarter 2002, but expects the
revenue to increase in 2003.

4.  Electronic Commerce and Bar Coding Software-FORMULA_ONE EDI software and
Bar Code Label Modules.  In addition to Internet and web-based e-commerce
solutions, the Company also provides electronic commerce integration and bar
coding applications via its Formula_One translation software and Bar Code
Label Modules.  Revenues from these products are steadily declining as the
Company continues to emphasize its Internet-based electronic commerce products
that have more growth potential and profit potential.  Although the Company
still sells some Formula_One and BCLM software, its revenue from these
products consists largely of annual license and software maintenance fees
charged for the use of the software.  This revenue stream, however, is also
declining as many Companies are adopting Internet-based EDI solutions.

5.  Value-Added Applications.  Using data stored for other services, the
Company intends on providing value-added web-based applications to current and
future customers that includes data mining, processing and reporting.  These
products are currently in the pre-development stage.

For items 1 and 2 above, the Company's EDI administration, technical support
and systems maintenance personnel provide consultative services that enable
the Company's customers (suppliers) and their trading partners (usually
buying organizations of large companies or "hubs") to conduct EDI transactions
as requested by the hub by interfacing with the hub on behalf of the Company's
customers to facilitate the establishment of their electronic (EDI) trading
partner relationship.  Because each hub has established processes in place to
migrate a non-EDI supplier to an EDI-enabled supplier, and because these
procedures vary among the hubs, the Company acts as a liaison between its
customers and the hub to establish this EDI connection.  Since most of the
Company's customers are small to medium-sized companies, they recognize that
the Company has the resources and expertise to establish this connection for
them.  This trading partner connection and relationship, once established, is
portable to other EDI service providers if the customer chooses to do so.

Revenue recognition polices with respect to Internet based subscription fees--
The Company recognizes as revenues one-time Account Activation Fees ($100 per
new customer), Trading Partner Setup Fees ($50 per partner for web-EDI) and
interconnect Setup Fees ($50 per interconnect) after the Company performs
consultative work required in order to establish the electronic trading
partnership between the customer and their desired trading partner.

The Company recognizes monthly subscription fees of $25 per month per customer
($45 if the Customer does not pay by credit card) upon the completion of one
month of services provided.  These fees are non-refundable.  The Company
recognizes transaction fees (document processing fees) upon completion of the
processed transactions; these transactions are billed or charged to a
customer's credit card once per month at the end of a monthly period.  These
fees are non-refundable and are only billed after services are provided.

Time periods of these contracts--web-EDI, GroceryEC.com, and other vortal
agreements can be cancelled at any time by customers with 30-days prior written
notice.  EnterpriseEC agreements can be cancelled at any time during the first
year with 90-days prior written notice and in subsequent years with 30-days
prior written notice.

Periodically customers do cancel the service, usually because they no longer
need to process EDI (electronic data interchange) documents electronically.
Other customers may have their accounts deactivated for non-payment per the
terms of the services agreement.  Such sales returns and allowances are
minimal.

Revenues from sales of Formula_One and BCLM software products are recognized
when the software is shipped to the customer.  Recurring license and
maintenance fees relating to software products are billed annually and
recognized as revenue ratably as earned over the 1-year license period.

The Company is currently focusing on increasing subscription fees relating to
its web-EDI services, Electronic Business Transaction Network services
(EnterpriseEC), and its alternate channel business.

The Company is continuing its strategy to shift its primary focus from EDI and
bar coding software and license fees to Internet-based electronic commerce
subscription services.

The following discussion and analysis of the Company's consolidated financial
condition and results of operation for the three months and for the nine
months ended September 30, 2002 and 2001 should be read in conjunction with
the Company's consolidated financial statements in Item 1 of this 10-QSB.
The financial statements are consolidated to include the combined results of
Advant-e Corporation and Edict Systems, Inc., the wholly-owned and sole
operating subsidiary of Advant-e.


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

Revenues of $546,410 in the three months ended September 30, 2002 (Q3 2002)
exceeded revenues in the three months ended September 30, 2001 (Q3 2001) of
$325,132 by $221,278 (68% increase).  The increase was due primarily to
increased revenues of $234,649 (96% increase) from the sale of internet
products and services.  This reflects the Company's transformation from
primarily a software provider to primarily an Internet-based solution
provider.

For the third quarter of 2002, $478,361 (88%) of revenue came from the sale of
Internet-based subscription products and services, with the majority of that
amount being recurring subscription fees from customers who signed up for our
GroceryEC.com services in previous quarters.  Of this amount, the Company
recognized in Q3 2002, approximately $82,600 for account activation and trading
partner set up fees.  The balance of $395,761 was earned via monthly account
fees and transaction processing services.  The total of revenues from Internet
products and services amount also included $21,479 in revenues from its
Electronic Business Transaction Network (EnterpriseEC(R)).

Operating expenses of $608,586 in Q3 2002 increased by $275,337 from Q3 2001
levels of $333,249.  The increase was generally in line with the improvement
in revenues from the sale of Internet-based services.  Salaries and benefits
increased by $121,532 due to additional personnel needed to maintain, support
and market our Internet-based subscription services, increased health insurance
costs and ratably less developers' salaries capitalized as Software Development
Cost.  General and administrative expenses increased by $50,435 due primarily
to additional costs to market our web-EDI and EnterpriseEC services to
prospective customers, for investor relations activities, and for payment of
Board of Directors fees.  Production expenses increased by $8,323 due primarily
to the use of leased computer equipment.  Amortization expenses increased by
$25,537 because Q3 2002 is the first quarter of amortization of EnterpriseEC
software development costs.  Interest expense increased by $75,058 due to
interest on the $525,000 Convertible Subordinated Notes that were outstanding
throughout the third quarter of 2002 but which were not outstanding in the
third quarter of 2001, and interest on the 10% Convertible Subordinated Notes
issued in July 2002.  Interest expense in Q3 2002 included $68,175 in non-cash
amortization of the value attributable to the warrants and beneficial
conversion privilege of the convertible subordinated notes, compared to
$13,620 in Q3 2001.

The Company reports a net loss in Q3 2002 of $63,376 compared to a net
loss in Q3 2001 of $9,698.  The greater loss in Q3 2002 was due to the non-cash
interest expense charge of $68,175 in Q3 2002 compared to $13,620 in Q3 2001.

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

Revenues of $1,441,097 in the nine months ended September 30, 2002 exceeded
revenues in the same nine-month period of 2001 of $784,895 (84% increase).
The increase resulted from increased revenues of $699,549 (138% increase)
from the sale of Internet-based subscription services, reflecting the Company's
continuing shift of its primary focus from EDI and bar coding software and
license fees.

For the nine months ended September 30, 2002, $1,205,877 (84%) of revenue came
from the sale of Internet-based services.  Of this amount, the Company
recognized in the nine months ended September 30, 2002, approximately
$187,100 for account activation and trading partner set up fees.  The
balance of $1,018,777 was earned via monthly account fees and transaction
processing services.  The total of revenues from Internet-based services amount
also included $21,479 in revenues from its Electronic Business Transaction
Network (EnterpriseEC(R)).

Operating expenses of $1,578,720 in the nine months ended September 30, 2002
increased by $636,223 over the same period in 2001.  Production expenses
increased by $72,342 primarily due to the use of leased software and computer
equipment.  Salaries and benefits increased by $201,074 due to additional
personnel needed to maintain, support and market our internet-based subscription
services, increased health insurance costs, and ratably less salaries
capitalized as Software Development Costs.  General and administrative expenses
increased by $114,839 due to additional costs to market our web-EDI and
EnterpriseEC services to prospective customers.  Amortization expense increased
by $41,243 due to the amortization of GroceryEC software development costs and
amortization of EnterpriseEC software development costs beginning in the third
quarter of 2002.  Interest expense increased by $210,089 due to interest on the
$525,000 Convertible Subordinated Notes that were outstanding throughout the
first nine months of 2002 and the 10% Convertible Subordinated Notes that were
issued in July 2002.  Interest expense in the nine months ended September 30,
2002 included $180,680 non-cash amortization of the value attributable to the
warrants and beneficial conversion privilege of the convertible subordinated
notes, compared to $24,705 in the nine months ended September 30, 2001.

Income tax expense in the first nine months of 2002 of $8,610 resulted from the
non-deductibility for income tax purposes of the non-cash amortization of the
value attributable to the warrants and beneficial conversion privilege of the
convertible subordinated notes.

Accordingly, the Company reports a net loss in the first nine months of 2002
of $146,233 compared to the net loss in the first nine months of 2001 of
$150,897.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

The following table sets forth the cost and accumulated amortization of the
products comprising the Software Development Cost asset at September 30, 2002:

<TABLE>
<CAPTION>

                                         Accumulated
        Product                 Cost     Amortization         Net
        -------                 ----     ------------         ---

<S>                         <C>             <C>           <C>
Bar Code Label Module
  (BCLM) Software              32,670        32,670             -
Formula_One for Windows
  Software                    128,486       128,486             -
GroceryEC                     428,260       202,461       225,799
EnterpriseEC                  470,661        19,611       451,050
                              -------       -------       -------
Total                       1,060,077       383,228       676,849
Less:  fully amortized
  BCLM and Formula_One
  For Windows software       (161,156)     (161,156)            -
                             ---------     ---------      -------
Per Note 1 to Financial
  Statements                  898,921       222,072       676,849
                             =========     =========      =======

</TABLE>

Bar Code Label Module (BCLM) and Formula_One for Windows currently generate a
minor amount of positive cash flow, but were the main source of revenue for the
Company before 2001.  GroceryEC is currently generating positive cash flow and
is the largest and primary source of revenue for the Company.  Sales of
EnterpriseEC totaled $21,479 in the third quarter of 2002.  Based on our
analysis of the marketplace and our marketing efforts to date, we expect sales
of EnterpriseEC to ramp up quickly in 2003 and produce positive cash flow by
the end of 2003.

Liquidity and Capital Resources

The Company in July 2002 received $250,000 from the issuance of 10%
Convertible Subordinated Notes, due in September 2003, to help finance its
continued investment in software development costs--$276,901 in the first nine
months of 2002, and its investment in computer equipment--$69,742 in the first
nine months of 2002.  The Company's cash balance at September 30, 2002 was
$242,681.

The Company continues to monitor and control its operating expenses so that any
capital raised and revenues from sales and services are sufficient to provide
operational liquidity.

Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board issued SFAS No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections."  This statement requires that gains and losses from
extinguishments of debt should be classified as extraordinary items only if
they meet the criteria in APB Opinion 30; i.e., the provisions of Opinion 30
will distinguish transactions, including extinguishments of debt, that are part
of an entity's recurring operation from those that are unusual or infrequent or
that meet the criteria for classification as an extraordinary item.  This
statement also requires that lease modifications that have economic effects
similar to sale-leaseback transactions must be accounted for in the same manner
as sale-leaseback transactions pursuant to SFAS No. 13.  The Company has
implemented the provisions of SFAS No. 145 in the second quarter of 2002 but
has had no transactions that are covered by the provisions of SFAS No. 145.  As
a result, SFAS No. 145 has no effect on the Company's financial position or
results of operations.

The Financial Accounting Standards Board issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities."  This statement requires
that a liability for a cost, such as certain employee termination benefits,
associated with an exit or disposal activity be recognized when the liability
is incurred, and that the fair value is the objective for measurement of the
liability.  SFAS No. 146 address and nullifies Emerging Issues Task Force
(EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)."  The Company must adopt the provisions of SFAS No. 146
for any exit or disposal activities that are initiated after December 31, 2002.
The Company has had no such transactions in the first nine months of 2002 or
through the date of the filing of this Form 10-QSB; as a result, SFAS No. 146
has no effect on the Company's financial position or results of operations.

The Financial Accounting Standards Board issued SFAS No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9 (Issued 10/02)."  This statement, except for
transactions between two or more mutual enterprises, removes acquisitions of
financial institutions from the scope of both Statement 72 and Interpretation 9
and requires that those transactions be accounted for in accordance with FASB
Statements No. 141, "Business Combinations" and No. 142, "Goodwill and Other
Intangible Assets."  Also, this Statement amends FASB Statement No. 144,
"Accounting for the Impairment of Disposal of Long-Lived Assets" to include in
its scope long-term customer relationship intangible assets of financial
institutions.  The provisions of SFAS No. 147 are in effect generally on
October 1, 2002.  The Company has had no such transactions in the first nine
months of 2002 or through the filing of this Form 10-QSB; as a result SFAS No.
147 has no effect on the Company's financial position or results of operation.

PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is not currently subject to any legal proceedings.  The Company
may from time to time become a party to various legal proceedings arising in
the ordinary course of business.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On July 9, 2002 the Company authorized the issuance of, and on the same date
issued in exchange for cash, $250,000 of 10% Convertible Subordinated Notes
that mature on September 27, 2003, and are convertible in the principal amount
plus any accrued interest to the Company's common stock at a price of $1.10
per common share.  The holders of the notes are each granted a warrant to
acquire common shares of the Company, at a price of $1.25 per common share,
determined by multiplying the principal amount of each Convertible
Subordinated Note by 1.0.  Such warrants have an expiration date of September
27, 2005.  These notes are subordinate and junior to all principal and
interest of all senior indebtedness of the Company for borrowed money
outstanding at the date of issuance (July 9, 2002) or later refinanced and all
future indebtedness up to an amount not to exceed $200,000, through the notes'
maturity dates.  The Company's majority shareholder has personally guaranteed
all borrowings under this offering.  This offering was made to a limited group
of investors pursuant to Rule 506 and Section 4(2) of the Securities Act.  No
fees were paid to an underwriter.

The Company received the total of $250,000 from three individuals (in amounts
of $50,000, $25,000, and $50,000 respectively) and three limited partnerships
(in the amounts of $50,000, $25,000, and $50,000 respectively).  If the six
note holders fully convert their notes at maturity, the Company will issue
255,416 shares of the Company's common stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to the stockholders of the Company during the third
quarter of the 2002 fiscal year or through the date of filing this report.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  INDEX TO EXHIBITS

Exhibit                                                            Method
Number                      Description                           of Filing
-------                     -----------                           ---------
2          Plan of acquisition, reorganization, arrangement,      N/A
           liquidation, or succession

3(a)(i)    Amended Certificate of Incorporation                   Previously
                                                                  Filed*

3(a)(ii)   By-laws                                                Previously
                                                                  Filed**

4(i)       Instruments defining the rights of security            Previously
           holders including indentures                           Filed*

4(ii)      15% Convertible Subordinated Note                      Previously
                                                                  Filed***
4(iii)     Convertible Subordinated Note with warrant to
           purchase common shares issued on September             Previously
           27, 2001                                               Filed*****

4(iv)      10% Convertible Subordinated Note                      Filed
                                                                  Herewith

10.1       Lease Agreement, dated as of January 1, 2000,          Previously
           between Jason K. Wadzinski and EDICT Systems, Inc.     Filed**

10.2       Stock Purchase Agreement, dated April 10, 2000,        Previously
           among Twilight Productions, Ltd., Halter Financial     Filed**
           Group, Inc. and Art Howard Beroff

10.3       Software Term License Agreement, including             Previously
           Amendment No. 1, dated as of April 18, 2001            Filed****
           between Cyclone Commerce, Inc. and Edict Systems
           Inc.

11         Statement re: computation of per share earnings        Filed
                                                                  Herewith

15         Letter on unaudited interim financial information      N/A

16         Letter on change in certifying accountant              Filed
                                                                  Herewith
                                                                  ******

18         Letter on change in accounting principles              N/A

19         Report furnished to security holder                    N/A

22         Published report regarding matters submitted           N/A
           to vote

23         Consent of experts and counsel                         N/A

24         Power of attorney                                      N/A

99         Certifications                                         Filed
                                                                  Herewith


*     Filed with Amendment No. 2 to Form 10-SB filed as of October 13, 2000
**    Filed with Amendment No. 1 to Form 10-SB filed as of July 17, 2000
***   In substantially the form filed with Form 10-QSB for the quarter ended
      March 31, 2001 filed as of May 9, 2001
****  Filed with Form 10-QSB for the quarter ended June 30, 2001 filed as of
      August 14, 2001
***** In substantially the form filed with Form 10-QSB for the quarter ended
      September 30, 2001 filed as of November 14, 2001
******Registrant obtained the required letter on change in certifying
      accountant from Mark Bindiger, Certified Public Accountant, dated August
      1, 2000 in anticipation of the need for filing a Form 8-K; however,
      the filing of Form 8-K was not required and Registrant failed to
      follow-up by obtaining a re-worded letter from Mark Bindiger and filing
      it with the September 30, 2000 Form 10-QSB.  As a result, the letter is
      included herein.


SIGNATURES

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

                                                         Advant-e Corporation
                                                         --------------------
                                                             (Registrant)

December 16, 2002                                  By: /s/ Jason K. Wadzinski
                                                       ----------------------
                                                           Jason K. Wadzinski
                                                      Chief Executive Officer

December 16, 2002                                  By: /s/     John F. Sheffs
                                                       ----------------------
                                                               John F. Sheffs
                                                                    Treasurer


EXHIBIT 4(iv)   CONVERTIBLE SUBORDINATED NOTE WITH WARRANT TO PURCHASE COMMON
                SHARES ISSUED ON JULY 9, 2002

                           NOTE PURCHASE AGREEMENT


                                                  _____________________, 2002

Dear Purchasers:

     The undersigned, Advant-e Corporation, a Delaware corporation (the
"Company"), hereby agrees with those individuals identified on Schedule 1
(individually, a "Purchaser" and collectively, the "Purchasers"):

     Section 1.   Authorization of issue.  The Company will authorize the
issue of $500,000 in aggregate principal amount of its ten percent
Convertible Subordinated Notes (the "Convertible Notes").  The Convertible
Notes shall, with appropriate insertions, be substantially in the form
attached as Exhibit A hereto, and shall mature on September 27, 2003 (the
"Maturity Date").  Each holder of a Convertible Note will receive a warrant
("Warrant") to purchase shares of the Company's common stock, $.001 par value
("Common Stock") at a share price of $1.25 per share.  The number of Common
Shares issueable upon exercise of each Warrant will be computed by
multiplying the principal amount of each Convertible Note by 1.  The Warrants
shall, with appropriate insertions, be substantially in the form attached as
Exhibit B hereto, and shall have a duration of three (3) years from the date
of issuance.

     Section 2.   Issuance of convertible notes and warrants.

            (a)   Acquisition of convertible notes and warrants.  The Company
agrees to sell to the Purchasers and, subject to the terms and conditions
herein set forth, each of the Purchasers, severally and not jointly, agrees
to purchase from the Company, a Convertible Note in the principal amount and
a  Warrant for the purchase of shares of Common Stock as set forth on
Schedule 1 attached hereto.  The date on which such purchase and delivery is
to be made is herein called the "Closing Date."  On the Closing Date, the
Company will deliver to the Purchasers the Convertible Notes and Warrants
against payment of the purchase price therefor by a certified or cashiers
check payable to the order of the Company.  The purchase price shall be an
amount equal to 100 percent of the aggregate principal amount of the
Convertible Note to be purchased by each Purchaser on such Closing Date.

            (b)   Securities Act.  The Company represents and warrants that
it has not, either directly or through any agent, offered any of the
Convertible Notes, Warrants or substantially similar securities for sale to,
or solicited any offers to buy any thereof from, or otherwise approached or
negotiated in respect thereof with, any person or persons other than the
Purchasers and certain other qualified purchasers.

            (c)   Purchase for investment.  Each Purchaser acknowledges that
the Convertible Notes and Warrants have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") or any state
securities laws.  Each Purchaser represents to the Company and, in issuing
the Convertible Notes and Warrants on the Closing Date, it is specifically
understood between each Purchaser and the Company, that each Purchaser is
acquiring the Convertible Note and Warrant for his own account, for the
purpose of investment, and not with a view to the distribution thereof.

            (d)   Disclosure of Information.  Each Purchaser acknowledges
that he has carefully reviewed the Company's Form 10-Sb and the amendments
thereto and the Company's Form 10-KSB and Forms 10-QSB (collectively, the
"Public Documents").

            (e)   Evaluation of Risks.  Each Purchaser recognizes and has
evaluated, and/or his business, tax, and/or other legal advisors have
evaluated and advised him as to, the merits, disadvantages and risks of an
investment in the Convertible Note.

            (f)   Accredited Investor.  Each Purchaser represents to the
Company that he is an "accredited investor" as such term is defined under
Rule 501 of the Securities Act of 1933, as amended, insofar as he either has
a net worth (individually or jointly with his spouse) in excess of $1,000,000
or had an individual income in excess of $200,000 in each of the two most
recent years or a joint income with his spouse in excess of $300,000 in each
of those years and reasonably expects an individual income in excess of
$200,000 or a joint income in excess of $300,000 in the current year.

     Section 3.   Representations and warranties.  The Company hereby
represents and warrants that:

            (a)   Organization, standing, and qualification of company.  The
Company is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware and has the corporate power to own
its properties and to carry on its business as now being conducted.  Each of
the Company's subsidiaries have been duly incorporated and is existing in
good standing under the laws of its jurisdiction of incorporation, has the
corporate power to own its properties and to carry on its business as now
being conducted.

            (b)   Conflicting agreements and charter provisions.  Neither the
execution and delivery of this Agreement nor the Convertible Notes or
Warrants nor the consummation of the transactions herein or therein
contemplated, will conflict with or result in a breach of any of the terms,
conditions, or provisions of any corporate restriction or of any agreement or
instrument to which the Company or any of its subsidiaries is now a party or
by which any of them is bound.

            (c)   Agreement with notes held by Barry Kitt.  The Maturity Date
is the same maturity date as the Convertible Notes (the "Kitt Notes") held by
Barry Kitt so that the principal amount of the Kitt Notes and the Convertible
Notes is due and payable (together with any accrued but unpaid interest) on
September 27, 2003.

            (d)   Accuracy of Public Filings and Private Placement
Memorandum; No Material Adverse Change.  Neither (i) the Public Documents nor
(ii) the Private Placement Memorandum of the Company dated May 13, 2002
offering 943,396 shares of the Company's Common Stock (the "PP<") contains
any untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements contained therein, in light of the
circumstances under which such statements were made, not misleading.  Since
December 31, 2001, there has not been any material adverse change in the
Company's condition (financial or otherwise), capitalization, properties,
employees, assets, business, prospects, operations, or results of operations.

            (e)   Issuance of Convertible Notes and Warrants.  Upon receipt
by the Company of payment for the Convertible Notes and Warrants as provided
herein, the Convertible Notes and Warrants will have been duly authorized,
executed, and issued and will constitute the Company's valid and legally
binding obligations enforceable in accordance with their terms and each
Purchaser will be entitled to the benefits provided by this Agreement.

            (f)   Authorized and outstanding capital stock.  The Company's
authorized and outstanding capital stock consists of (i) 20,000,000 shares of
common stock, $.001 par value per share, of which 5,613,834 are currently
outstanding.  All of the Company's outstanding Common Stock has been duly and
validly authorized and issued and is fully paid and non-assessable.  The
shares of Common Stock initially to be reserved for issuance and to be issued
upon conversion of the Convertible Notes and exercise of the Warrants
pursuant to this Agreement have been duly and validly authorized and are
sufficient in number for the conversion of all the Convertible Notes at the
conversion price and exercise of the Warrants at the exercise price.

            (g)   Securities Exchange Act Registration.  The Company's Common
Stock has been duly registered with the Securities and Exchange Commission in
accordance with the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  Said Common Stock is the Company's only "equity security"
required to be registered under the Exchange Act.

     Section 4.   Interest payments and redemptions.  (a) Interest payments
on Convertible Notes.  The Convertible Notes shall be dated the Closing Date
and shall bear interest at the rate of ten percent per annum from the Closing
Date.  Interest shall be computed on the basis of a 360-day year, 30-day
month and shall accrue from the date of issuance.

     Section 5.   Conversion of Convertible Notes.
            (a)   Right to convert; conversion price.  Subject to and upon
compliance with the provisions hereof, the holder of any Convertible Note
shall have the right to convert all of any portion of the amount of such
Convertible Note and accrued interest into Common Stock of the Company at a
price of $1.10 per share, subject to adjustment as hereinafter provided (the
"Conversion Price") at the Maturity Date.  In order to convert any
Convertible Note, the holder thereof shall surrender the Note to the Company
at its office in Ohio (or any other office or agency of the Company that it
designates by notice in writing to the holders of the Convertible Notes),
accompanied by a written statement designating the principal amount and
accrued interest of such Convertible Note to be so converted.

            (b)   Issue of Common Stock; continuing obligation.  Within five
business days after the receipt of the written statement referred to in
subsection (a) and surrender of such Convertible Note as aforesaid, the
Company shall issue and deliver to the holder thereof, registered in the
holder's name, a certificate or certificates for the number of full shares of
Common Stock issuable upon the conversion of the designated portion of such
Convertible Note bearing the restrictive legend set forth below.  To the
extent permitted by law, such conversion shall be deemed to have been
effected and the number of shares of Common Stock issuable in connection with
such conversion shall be determined as of the close of business on the date
on which such written statement shall have been r3eceived by the company and
such Convertible Note shall have been surrendered as aforesaid, and at such
time the rights of the holder of the portion of such Convertible Note to be
converted shall cease, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of
record of the shares of Common Stock represented thereby.

            (c)   Anti-dilution provisions.  The Conversion Price shall be
subject to adjustment from time to time only as follows:

                  (1)   If shares of Common Stock are issued as a dividend or
     other distribution on any class of stock of the Company, the Conversion
     Price which would otherwise be in effect at the opening of business on the
     day following the date fixed for determination of stockholders entitled to
     receive such dividend or other distribution shall be reduced by
     multiplying such Conversion Price by a fraction of which the numerator
     shall be the number of shares of Common Stock outstanding at the close of
     business on the date fixed for such determination and the denominator
     shall be the sum of such number of shares and the total numbers shares
     constituting such dividend or other distribution, such reduction to become
     effective immediately after the opening of business on the day following
     the date fixed for such determination.

                  (2)   If the Company, at any time prior to the conversion
     of the Convertible Notes, sells or issues Common Stock (or any evidence of
     indebtedness, shares of stock or other securities that are convertible
     into or exchangeable for Common Stock) to any party, other than pursuant
     to a stock-option or other employee benefit plan, for a per-share purchase
     price (or, if applicable, per-share exercise or conversion price) less
     than the then-effective Conversion Price, the Conversion Price shall be
     adjusted to equal such lesser amount.

                  (3)   If the Common Stock is subdivided into a greater or
     combined into a lesser number of shares of Common Stock, the Conversion
     Price in effect immediately prior thereto, or immediately prior to the
     record date for such subdivision or combination if a record date is fixed,
     shall be proportionately adjusted so that it will bear the same relation
     to the Conversion Price in effect immediately prior to such subdivision or
     combination, or such record date, as the total number of shares of Common
     Stock outstanding immediately prior to such subdivision or combination, or
     such record date, shall bear to the total number of shares of Common Stock
     outstanding immediately after such subdivision or combination or such
     record date.

                  (4)   The certificate of any firm of independent public
     accountants of recognized standing selected by the Company's Board of
     Directors shall be conclusive evidence of the correctness of any
     computation made under this Section.

            (d)   Fractional Shares.  Anything contained herein to the
     contrary notwithstanding, the Company shall not be required to issue any
     fraction of a share in connection with the conversion of Convertible
     Notes, but the company shall pay a sum in cash equal to such fraction.

            (e)   Shares issuable upon conversion.  The Company covenants and
     agrees that all shares of Common Stock which are issued upon the
     conversion of all outstanding Convertible Notes will, upon issuance, be
     duly and validly issued and fully paid and non-assessable and free from
     all taxes, liens, and charges with respect to the issue thereof.  The
     Company further covenants and agrees that it will at all times have
     authorized, and reserved and kept available solely for the purpose of
     issue upon the conversion of Convertible Notes as herein provided, a
     sufficient number of shares of its Common Stock as are then issuable upon
     the conversion of all outstanding Convertible Notes.

            (f)   Legend; restrictions on conversion and transfer.  Each
     Convertible Note issued pursuant to this Agreement shall be stamped or
     otherwise imprinted with a legend in substantially the following form:

            "This Note, and any shares or other securities acquired upon
            the conversion of this Note may not be transferred except
            upon the conditions specified in the Note Purchase Agreement,
            dated as of July 9, 2002, providing for the sale of ten percent
            Convertible Subordinated Notes, due September 27, 2003, of
            Advant-e Corporation, a complete and correct conformed copy of
            which will be furnished to the holder of such securities upon
            written request and without charge.  This Note, and any shares
            or other securities acquired upon the conversion of this Note
            have not been registered under the Securities Act of 1933 or
            applicable state securities laws and may be offered and sold
            only if registered pursuant to the provisions of that Act or if
            an exemption from registration is available."

            Each stock certificate issued upon the conversion of any
Convertible Note (except as permitted by this Section 6 shall be stamped or
imprinted with a legend in substantially the following form:

            "These securities may not be transferred except upon the
            conditions specified in the note Purchase Agreement, dated
            as of July 9, 2002, providing for the sale of ten percent
            Convertible Subordinated Notes, due September 27, 2003, of
            Advant-e Corporation, a complete and correct conformed copy
            of which will be furnished to the holder of such securities
            upon written request and without charge.  These securities
            have not been registered under the Securities Act of 1933 or
            applicable state securities laws and may be offered and sold
            only if registered pursuant to the provisions of that Act or
            if an exemption from registration is available."

            (g)   Notice of intention to convert or transfer; opinions of
counsel; registration required by holders of convertible notes.  The
Convertible Notes and the Common Stock to be issued upon such conversion
thereof ("Conversion Stock") shall not be transferable except upon the
conditions specified in this subsection (g).  Each holder of any Convertible
Note or Conversion Stock, by acceptance thereof, agrees, prior to any transfer
of such Convertible Note or Conversion Stock or concurrently with any
conversion of such Convertible Note, to give written notice to the Company
expressing such holder's intention to effect such transfer or conversion and
describing briefly the manner of the proposed transfer, with a copy of the
opinion of counsel selected by such holder and reasonably satisfactory to the
Company (addressed to such holder) as to the nonnecessity for registration
under the Securities Act of such Convertible Note or Conversion Stock in
connection with such proposed transfer or disposition or retention upon such
proposed conversion.

            (h)   Required registration.  The Company agrees to register the
Conversion Stock in accordance with Section 5(j)(1) by no later than June 30,
2003.

            (i)   "Piggyback" registrations.  If the Company at any time
proposes to register any of its Common Stock under the Securities Act on any
form upon which may be registered securities similar to the Conversion Stock,
it will at each such time give written notice to all holders of outstanding
Convertible Notes and/or Conversion Stock of its intention so to do.  Upon the
written request to the Company by any holder or holders of outstanding
Convertible Notes and/or Conversion Stock, given within 30 days after receipt
of any such notice, the Company will use its best efforts to cause the
Conversion Stock which the Company has been requested to register by the
holders to be registered under the Securities Act, all to the extent requisite
to permit the sale or other disposition by such holders of the Conversion Stock
so registered.  Notwithstanding the preceding sentence, if the registration is
in connection with an underwritten public offering and the managing underwriter
determines that inclusion of the Conversion Stock in the registration is not
advisable, the Company shall not be obligated to include such shares; provided,
however, that to the extent that the managing underwriter determines that some
previously issued shares of common stock of the Company may be included in the
registration, the Purchasers will have priority over any other shareholder with
respect to including the Conversion Stock in the registration.

            (j)   Company's obligations in registration.  If and whenever
Section 5(h) or Section 5(i) requires the Company to use its best efforts to
effect the registration of any Conversion Stock under the Securities Act, the
Company will, as expeditiously as possible:

                  (1)   prepare and file with the Securities and Exchange
     Commission, or any other Federal Agency then administering the Securities
     Act (the "Commission"), a registration statement with respect to such
     Conversion Stock and cause such registration statement to become and
     remain effective;

                  (2)   prepare and file with the Commission all amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith that are necessary to keep such registration
     statement effective and to comply with the provisions of the Securities
     Act with respect to the disposition of all Conversion Stock covered by
     such registration statement whenever the holders for whom such Conversion
     Stock are registered or are to be registered desire to dispose of the
     same;

                  (3)   furnish to the holders of outstanding Conversion Stock
     so registered or to be registered such numbers of copies of a prospectus,
     including a preliminary prospectus, in conformity with the requirements of
     the Securities Act, and all other documents as such holders reasonably
     request in order to facilitate the disposition of such Conversion Stock;
     and

                  (4)   register or qualify the Conversion Stock covered by
     such registration statement under such other securities or blue sky laws
     of such jurisdiction as the holders of the Conversion Stock so registered
     or to be registered reasonably request, and do any and all other acts and
     things which may be necessary or advisable to enable such holders to
     consummate the disposition in such jurisdictions of such Conversion Stock;
     provided, however, that the Company shall not be obligated by reason
     thereof, to qualify as a foreign corporation or file any general consent
     to service of process under the laws of any such jurisdiction or subject
     itself to taxation as doing business in any such jurisdiction.

            (k)   Payment of registration expenses.  The cost and expenses of
all registrations and qualifications under the Securities Act or otherwise
(excluding underwriting discounts and commissions) shall be paid by the Company
(including without limitation all registration and filing fees, printing
expenses, securities indemnity insurance premiums, fees and disbursements of
counsel for the Company and for the selling shareholders and expenses of any
special audits incident to or required by any such registration.

            (l)   Information to be furnished.  Notices and requests delivered
pursuant to this Section 5 shall contain such information regarding the
Conversion Stock and the intended method of disposition thereof as shall
reasonably be required from holders of Conversion Stock in connection with the
action to be taken.

     Section 6.   Subordination.  Anything in this Agreement or the Convertible
Notes to the contrary notwithstanding, the indebtedness evidenced by the
Convertible Notes, principal and interest, shall be subordinate and junior to
all principal and interest of all senior indebtedness of the Company for
borrowed money outstanding at the date of this Agreement or later refinanced
and all future indebtedness up to an amount not to exceed $200,000 ("Senior
Debt").  Upon maturity of any Senior Debt by lapse of time, acceleration or
otherwise, then all principal of, premium, if any, and interest on, all such
matured Senior Debt shall first be paid in full before any payment on account
of principal or interest is made upon the Convertible Notes.  In the event of
any insolvency, bankruptcy, liquidation, reorganization or other similar
proceedings, or any receivership proceedings in connection therewith, relative
to the Company or its creditors or its property, and in the event of any
proceedings for voluntary liquidation, dissolution, or other winding up of the
Company, whether or not involving insolvency or bankruptcy proceedings, then
all principal, premium, if any, and interest due on Senior Debt shall first be
paid in full, or such payment shall have been provided for, before any payment
on account of principal or interest is made upon the Convertible Notes.  The
indebtedness evidenced by the Convertible Notes shall be senior to all future
indebtedness of the Company in excess of $200,000 and, as such, shall receive
the benefits and preferences described above with respect to such future
indebtedness.

     Section 7.   Affirmative covenants of the Company.  The Company covenants
and agrees that, so long as any of the Convertible Notes shall be outstanding,
the Company shall furnish to each registered holder of a Convertible Note:

            (a)   As soon as practicable after they have been sent to
stockholders of the Company or filed with the Commission, copies of each annual
and interim financial and other report or communication sent by the company to
its stockholders or filed with the Securities and Exchange Commission; and

            (b)   As soon as practicable copies of every press release and
every material news item and article in respect of the corporate affairs of the
Company which is released for publication by the Company.

     Section 8.   Use of proceeds.  The Company represents and warrants that
the net proceeds of the sale of the Convertible Notes will be added to the
general funds of the Company and be used for working capital.

     Section 9.   Method of payment of principal, premium and interest.
Notwithstanding any contrary provision in the Convertible Notes or in this
Agreement, the Company will promptly and punctually pay to each Purchaser or
his nominee at the address set forth by such Purchaser on Schedule 1, or any
other address such Purchaser may designate to the Company in writing, all
amounts payable in respect of the principal of or premium or interest on any of
the Convertible Notes, so long as it is held by such Purchaser or by such
nominee, without any presentment thereof.

     Section 10.  Survival of covenants, agreements, representations and
warranties; successors and assigns.  All covenants, agreements,
representations, and warranties made herein and in certificates delivered
pursuant hereto shall survive the execution and delivery of the Convertible
Notes and Warrants, and shall continue in full force and effect as long as any
of the Convertible Notes, Conversion Stock, Warrants or Warrant Stock are
outstanding and unpaid.

     Section 11.  Entire agreement; no oral change.  This Agreement embodies
the entire agreement and understanding between the Company and the Purchasers
relating to the subject matter hereof, and supersedes all prior agreements and
understandings relating to such subject matter.  This Agreement may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, or discharge is sought.

     Section 12.  Notices, etc.  All notices, requests, consents, and other
communications hereunder shall be in writing and shall be delivered, or mailed
by registered mail, postage prepaid, addressed: (a) if to the Purchasers, to
the address of each Purchaser listed on Schedule 1, or (b) if to any other
holder of the Convertible Notes or Warrants to such address or such holder as
may appear on, or in the registration of, such Convertible Notes or Warrants,
or to any other address such holder has furnished to the Company in writing, or
(c) if to the Company, to its address set forth below or to any other address
the Company has furnished to the Purchasers in writing.

     Section 13.  Payment of Attorneys' Fees.  The Company hereby agrees to pay
all attorneys' fees accrued by the Purchasers in connection with his review and
purchase of the Convertible Notes and Warrants in an amount not to exceed
$7,500.

     Section 14.  Law governing.  This Agreement and the Convertible Notes
shall be construed in accordance with and governed by the laws of the State of
Ohio.

     Upon the execution by each Purchaser on an enclosed counterpart of this
Agreement and returning such counterpart to the Company, this Agreement shall
become a binding agreement between such Purchaser and the Company.

                                                 Very truly yours,
                                                 Advant-e Corporation

                                                 By ___________________________
                                                         President
                                                 1619 Mardon Drive
                                                 Dayton, Ohio 45432

Purchasers:

By _____________________________

By _____________________________

By _____________________________

By _____________________________

By _____________________________

By _____________________________


                                   Exhibit A

                        CONVERTIBLE SUBORDINATED NOTE

                                                                   Dayton, Ohio
                                                             Date: July 9, 2002

$_____________

     FOR VALUE RECEIVED, the undersigned Advant-e Corporation (the "Company"),
a corporation organized and existing under the laws of the State of Delaware,
hereby promises to pay to the order of _______________________________ (the
"Lender") the principal amount of $_____________ as hereinafter provided,
together with interest (computed on the basis of a 360-day year of twelve 30-
day months) on the unpaid principal amount hereof at the rate of ten percent
per annum from the date hereof to maturity, whether by acceleration or
otherwise, payable at the Maturity Date.

     The principal of this Note shall be due and payable on September 27, 2003
(the "Maturity Date").  All payments of principal and interest are to be made
in lawful money of the United States of America at 300 Crescent Court, Suite
1100, Dallas, Texas 75201, Attention: Robert H. Alpert, or other designated
location.

     This Note is one of the Company's ten percent Convertible Subordinated
Notes, limited in aggregate original principal amount of $500,000, issued
pursuant to a Note Purchase Agreement dated as of July 9, 2002 (the
"Agreement"), entered into by the Company and Borrower, and is entitled to the
benefits, and subject tot the provisions, of the Agreement.

     This Note is subordinated to certain other indebtedness of the Company to
the extent and with the effect provided in the Agreement.

     This Note is convertible at the Maturity Date, into common stock of the
Company in the manner, and upon the terms and conditions, provided in the
Agreement.

                                             Advant-e Corporation


                                             By ___________________________
                                                    President


                                             By ___________________________
                                                    Secretary


                                   Exhibit B

This Warrant and the Common Stock Issuable upon exercise hereof have not been
registered or qualified for sale under the Securities Act of 1933, as amended,
or any State securities law and may not be sold or transferred in the absence
of such registration or an exemption therefrom under said Act of any such State
laws which may be applicable.

                              WARRANT CERTIFICATE

         THIS IS TO CERTIFY that, for value received and subject to the
provisions hereinafter set forth, _____________________ ("Holder") is entitled
to purchase from ADVANT-E CORPORATION, a Delaware corporation (the "Company"),
at any time on or after the date of issuance of this Warrant tot and including
12:00 P.M. Dayton, Ohio time on September 27, 2005 (the "Expiration Date"),
______________shares of common stock, $.001 par value ("Common Stock") of the
Company on a fully diluted basis (the "Warrant Shares"), subject to the
provisions and adjustments and on the terms and conditions hereinafter set
forth, at a price of $1.25 per Warrant Share ("Warrant Price"), on delivery of
this Warrant to the Company with the exercise from set forth as Exhibit A duly
executed and payment of the Warrant Price for the shares purchased.  The date
of this issuance of this Warrant is ______________.

     SECTION 1.  EXERCISE OF WARRANT.  Subject to the conditions hereinafter
set forth, this Warrant may be exercised in whole or in part, for an aggregate
of ____________ shares of Common Stock of the Company, only on or after June
30, 2002 and prior to the Expiration Date by the holder hereof, by the
surrender of this Warrant at the principal office of the Company and payment
to the Company of the Warrant Price for the shares so purchased.  This Warrant
and all rights and options hereunder shall expire on the Expiration Date.

     SECTION 2.  RESERVATION OF COMMON STOCK.  The Company covenants and agrees
that at all times prior to the Expiration Date it will have authorized, and in
reserve, a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.

     SECTION 3.  PROTECTION AGAINST DILUTION.

     (a)   Adjustment for Stock Splits and Combinations.  If the Company at any
     time or from time to time hereafter effects a split or subdivision of the
     outstanding shares of Common Stock of the Company, the number of Warrant
     Shares issuable upon the exercise of this Warrant shall be proportionately
     increased.  If the Company combines the outstanding shares of Common
     Stock, the number of Warrant Shares issuable upon the exercise of this
     Warrant shall be proportionately reduced.  In any such event, the Warrant
     Price shall remain unchanged.  Any adjustment under this subparagraph (a)
     shall become effective at the close of business on the date the split,
     subdivision or combination, as applicable, becomes effective.

     (b)   Adjustment for Certain Dividends and Distributions.  If the Company
     at any time or from time to time hereafter makes, or fixes a record date
     for, the determination of holders of the Common Stock entitled to receive
     a dividend or other distribution payable in additional shares of Common
     Stock the, and in each such event, the number of Warrant Shares issuable
     upon exercise of this Warrant shall be proportionately increased effective
     at the close of business on the date the dividend or distribution is paid
     or made.

     (c)   Adjustment for Subsequent Sales or Issuances of Common Stock.  If
     the Company, at any time prior to the exercise of the Warrant, sells or
     issues Common Stock (or any evidence of indebtedness, shares of stock or
     other securities that are convertible into or exchangeable for Common
     Stock) to any party, other than pursuant to a stock-option or other
     employee benefit plan, for a per-share purchase price (or, if applicable,
     per-share exercise or conversion price) less than the then-effective
     Warrant Price, the Warrant Price shall be adjusted to equal such lesser
     amount.

     (d)   Reorganization. Mergers. Consolidations or Sales of Assets.  If at
     any time or from time to time hereafter there is a capital reorganization
     of the common Stock or a merger or consolidation of the Company with or
     into another corporation, or the sale of all or substantially all of the
     Company's properties and assets to any other person, then, as a part of
     such reorganization, merger, consolidation or sale, provision shall be
     made so that Holder shall thereafter be entitled to receive, upon the
     exercise of this Warrant, the number of shares of stock or other
     securities or property of the Company, or of the successor corporation
     resulting from such merger, consolidation or sale, to which a holder of
     Warrant Shares deliverable upon exercise hereof would have been entitled
     on such capital reorganization, merger, consolidation or sale.

     (e)   Calculation of Number of Shares.  The certificate of any firm of
     independent public accountants of recognized standing selected by the
     Company's Board of Directors shall be conclusive evidence of the
     correctness of any computation made under this Section.

     SECTION 4.  COMPANY COVENANTS.  The Company covenants and agrees that the
Warrant Shares shall, at the time of delivery, be validly issued and
outstanding and be fully paid and non-assessable.

     SECTION 5.  FRACTIONAL SHARES.  Fractional shares shall not be issued upon
the exercise of this Warrant, but the Company shall pay a sum of cash equal to
any such fraction.

     SECTION 6.  PARTIAL EXERCISE.  If this Warrant is exercised for less than
all the shares purchasable, the Company shall cancel the Warrant and deliver a
new warrant exercisable through the Expiration Date of the original Warrant for
the remaining number of shares of Common Stock issuable upon exercise of the
Warrant.  No dividends are payable or will accrue on this Warrant or the Shares
until this Warrant is exercised.

     SECTION 7.  WARRANT AND SHARE TRANSFER; LEGENDS.

     (a)   This Warrant and the Warrant Shares shall not be transferable except
     upon the conditions hereinafter specified, and in compliance with the
     provisions of the Securities Act of 1933 (or any similar Federal statute
     at the time in effect) and any applicable State securities laws in respect
     of the transfer of this Warrant or any Warrant Shares.

     (b)   Each Warrant shall bear on the face thereof a legend substantially
     in the form of the notice endorsed on the first page of this Warrant.

     (c)   Each certificate for Warrant Shares initially issued upon the
     exercise of any Warrant and each certificate for such shares issued to a
     subsequent transferee shall, unless otherwise permitted by the provisions
     of this Section, bear on the face thereof a legend reading substantially
     as follows:

              The shares represented by this certificate have not been
              registered under the Securities Act of 1933, as amended, or any
              State securities laws and may not be sold or transferred in the
              absence of such registration or an exemption therefrom under said
              Act and any such State laws which may be applicable and are
              transferable only upon the conditions specified in the Warrant
              pursuant to which such shares were issued.

     (d)   In the event that a registration statement covering this Warrant or
     the Warrant Shares shall become effective under the Securities Act and
     under any applicable State securities laws or in the event that the
     Company shall receive an opinion of its counsel (obtained at Company's
     expense) that, in the opinion of such counsel, such legend is not, or is
     no longer, necessary, the Company shall, or shall instruct its transfer
     agents and registrars to, remove such legend from this Warrant Certificate
     or the certificates evidencing the Warrant Shares or issue new
     certificates without such legend in lieu thereof.

     SECTION 8.  REGISTRATION RIGHTS.

     (a)   Registration of Warrant and Warrant Shares Required.  The Company
     agrees to register this Warrant and the underlying Warrant Shares in
     accordance with Section 8(c)(i) by no later than June 30, 2003.

     (b )   Piggyback Registration Rights.  If (but without any obligation to
     do so) the Company proposes to register any of its stock or other
     securities under the Securities Act of 1933, as amended, on any form upon
     which may be registered securities similar to the Warrants and the Warrant
     Shares, the Company shall, at such time, promptly give all h9olders of
     outstanding Warrants and Warrant Shares written notice of its intention to
     file such registration statement.  Upon the written request of Holder,
     given within 30 days after receipt of such notice, the Company will use
     its best efforts to cause this Warrant and the underlying Warrant Shares
     to be registered under the Securities Act of 1933, as amended.
     Notwithstanding the preceding sentence, however, if the registration is in
     connection with an underwritten public offering and the managing
     underwriter determines that inclusion of the Warrants or Warrant Shares in
     the registration is not advisable, the Company shall not be obligated to
     include such shares; provided, however, that to the extent that the
     managing underwriter determines that some previously issued shares of
     common stock of the Company may be included in the registration, the
     Warrant Shares will have priority over any other issued and outstanding
     shares of Common Stock with respect to being included in the registration.

     (c)   Company's Obligations in Registration.  If and whenever Section 8(a)
     or Section 8(b) requires the Company to use its best efforts to effect the
     registration of any Warrant or Warrant Share under the Securities Act, the
     Company will, as expeditiously as possible:

           (i)   prepare and file with the Securities and Exchange Commission,
           or any other Federal Agency then administering the Securities Act
           (the "Commission"), a registration statement with respect to such
           Warrant or Warrant Share and cause such registration statement to
           become and remain effective;

           (ii)   prepare and file with the Commission all amendments and
           supplements to such registration statement and the prospectus used
           in connection therewith that are necessary to keep such registration
           statement effective and to comply with the provisions of the
           Securities Act with respect to the disposition of all Warrants and
           Warrant Shares covered by such registration statement whenever the
           holders for whom such Warrants and Warrant Shares are registered or
           are to be registered desire to dispose of the same;

           (iii)   furnish to the holders of outstanding Warrants and Warrant
           Shares so registered or to be registered such numbers of copies of a
           prospectus, including a preliminary prospectus, in conformity with
           the requirements of the Securities Act, and all other documents as
           such holders reasonably request in order to facilitate the
           disposition of such Warrants and Warrant Shares; and

           (iv)   register or qualify the Warrants and Warrant Shares covered
           by such registration statement under such other securities or blue
           sky laws of such jurisdiction as the holders of the Warrants and
           Warrant Shares so registered or to be registered reasonably request,
           and do any and all other acts and things which may be necessary or
           advisable to enable such holders to consummate the disposition in
           such jurisdictions of such Warrants and Warrant Shares' provided,
           however, that the Company shall not be obligated by reason thereof,
           to qualify as a foreign corporation or file any general consent to
           service of process under the laws of any such jurisdiction or
           subject itself to taxation as doing business in any such
           jurisdiction.

     (d)   Payment of Registration Expenses.  The cost and expenses of all
     registrations and qualifications under the Securities Act or otherwise
     (excluding underwriting discounts and commissions) shall be paid by the
     Company (including without limitation all registration and filing fees,
     printing expenses, securities indemnity insurance premiums, fees and
     disbursements of counsel for the Company and the holder and expenses of
     any special audits incident to or required by any such registration).

     (e)   Information to be Furnished.  Notices and requests delivered
     pursuant to this Section 8 shall contain such information regarding the
     Warrants and Warrant Shares and the intended method of disposition thereof
     as shall reasonably be required from holders of Warrants and Warrant
     Shares in connection with the action to be taken.

     SECTION 9.  LOST, STOLEN WARRANTS, ETC.  In case this Warrant shall be
mutilated, lost, stolen or destroyed, the Company may issue a new Warrant of
like date, tenor and denomination and deliver the same in exchange and
substitution for and upon surrender and cancellation of the mutilated Warrant,
or in lieu of the Warrant lost, stolen or destroyed, upon receipt of evidence
satisfactory to the Company of the loss, theft or destruction of such Warrant,
and upon receipt of indemnity satisfactory to the Company.

     SECTION 10.  OTHER TERMS.

     (a)   Should any part of this Warrant for any reason be declared invalid,
such decision shall not affect the validity of any remaining portion, which
remaining portion shall remain in force and effect as if this Warrant had been
executed with the invalid portion they would have executed and accepted the
remaining portion of this Warrant without including therein any such part,
parts or portion which may, for any reason, be hereafter declared invalid.

     (b)   The descriptive headings of the various sections of this Warrant are
for convenience only and shall not affect the meaning or construction of the
provisions hereof.

     (c)   The Company shall pay all attorneys' fees and expenses incurred by
Holder in reviewing, purchasing and exercising this Warrant in an amount not to
exceed $7,500.

     (d)   This Warrant shall be governed by and construed in accordance with
Ohio law.

     (e)   This Warrant may be amended only by a writing signed by the parties
hereto or their permitted successors or assigns, and any such amendment shall
be binding upon each such future successor and assigns.

     (f)   This Warrant is issued in conjunction with the Note Purchase
Agreement, dated as of _______________ between the Company and Holder.
Reference is made to the Agreement for certain provisions applicable to the
terms thereof to this Warrant.

     IN WITNESS WHEREOF, ADVANT-E CORPORATION has caused this Warrant to be
signed by its President, and this Warrant to be dated ______________.


                                   By: ________________________________________
                                          President


                                  EXHIBIT A
                            to Warrant Certificate

                        NOTICE OF ELECTION TO EXERCISE


TO: _____________________________


     The undersigned holder of a Warrant to Purchase (the "Warrant") of
Advant-e Corporation, a Delaware corporation (the "Company"), hereby
irrevocably exercises its right to purchase the number of shares of Common
Stock of the Company listed below in accordance with the terms of the Warrant,
and directs that the shares issuable and deliverable upon exercise, be issued
In the name of and delivered to the undersigned, unless a different name has
been indicated below.  If shares are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.


Dated: _________________________

Number of Shares of Common Stock to be Purchased: ___________________

Holder

By: ___________________________________

Printed: ______________________________

Title: ________________________________


EXHIBIT 11 - STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

Per share earnings are computed and displayed on the Consolidated Statement of
Operations for the three months ended September 30, 2002 and 2001 and the nine
Months ended September 30, 2002 and 2001 included in Item 1 of this Form.

Average shares used in the computation of per share earnings for the Statement
of Operations presentations include the following shares issued for basic and
diluted per share earnings:



<TABLE>
<CAPTION>

Date and Description                         # shares               # shares
--------------------                 -----------------------  -----------------
                                       Three Months Ended     Six Months Ended
                                          September 30,         September 30,
                                         2002      2001       2002        2001
                                         ----      ----       ----        ----
<S>                                 <C>         <C>        <C>        <C>
Basic:

Outstanding at beginning
of period                           5,661,002   5,661,002  5,661,002  5,613,834
June 12, 2001 Issuance of
  23,584 shares                                         -                 9,589
June 29, 2001 Issuance of
  23,584 common shares                                  -                 8,121
                                    ---------   ---------  ---------  ---------
                                    5,661,002   5,661,002  5,661,002  5,631,544
Diluted:

March 14, 2001 issuance of 15%
$50,000 Convertible Subordinated
Note, convertible at $1.06 per
Share (conversion is anti-dilutive)                     -                     -

June 26, 2001 issuance of 15%
$25,000 Convertible Subordinated
Note, convertible at $1.06 per
Share (conversion is anti-dilutive)                     -                     -

June 26, 2001 issuance of warrants
To purchase 20,000 common shares,
excluded because the exercise price
exceeds the average market price            -           -          -          -

September 27, 2001 Issuance of 15%
$250,000 Convertible Subordinated
Note, convertible on September 27,
2003 at $1.06 per share (conversion
is anti-dilutive)                                       -                     -

July 9, 2002, Issuance of 10%
$250,000 Convertible Subordinated
Notes, convertible on September 27,
2003 at $1.10 per share (conversion
is anti-dilutive)


Warrants attached to the 15%
Convertible Subordinated Notes
(effect is anti-dilutive)                   -           -          -          -

Warrants attached to the 10%
Convertible Subordinated Notes
(effect is anti-dilutive)                   -           -          -          -

                                    ---------   ---------  ---------  ---------
                                    5,661,002   5,661,002  5,661,002  5,631,544
                                    =========   =========  =========  =========

</TABLE>

Warrants issued in connection with the 15% Convertible Subordinated Notes to
purchase 675,000 shares of the Company's common stock at $1.205 per share were
outstanding in both the three months and the nine months ended September 30,
2002.  The warrants expire on several dates in 2005.

Warrants issued in connection with the 10% Convertible Subordinated Notes to
purchase 250,000 shares of the Company's common stock at $1.25 per share were
outstanding from July 9, 2002 to September 30, 2002.  The warrants expire on
September 27, 2005.

The warrants attached to both the 15% Convertible Subordinated Notes and the
10% Convertible Subordinated Notes are anti-dilutive because they result in a
reduction of basic loss per share in both the three months and the nine months
ended September 30, 2002.

The conversion features of both the 15% Convertible Subordinated Notes and the
10% Convertible Subordinated Notes are anti-dilutive because they result in a
reduction of basic loss per share in both the three months and the nine months
ended September 30, 2002.

If the 15% and the 10% notes are converted at maturity there would be 909,937
additional outstanding common shares at September 30 2002, 884,979 additional
weighted average common shares for the three months ended September 30, 2002,
and 732,517 additional weighted average common shares for the nine months ended
September 30, 2002.

Warrants to purchase 20,000 shares of the Company's common stock at $1.48 per
share were outstanding during both the three months and the nine months ended
September 30, 2002 but were not included in the computation of diluted earnings
per share because the warrants' exercise price was greater than the average
market price of the common shares during the periods the warrants were
outstanding.  The warrants are exercisable during the period from June 25, 2002
to June 25, 2006.  No warrants have been exercised.

EXHIBIT 16 - LETTER ON CHANGE IN CERTIFYING ACCOUNTANT


November 4, 2002


Securities and Exchange Commission
Washington, D.C. 20549

I concur with the statement of Advant-e Corporation, fka Twilight Productions,
Ltd. (the "Company"), regarding the change of independent auditors as disclosed
in Item 5 of the Company's Form 10-QSB filed as of November 15, 2000.


/s/ Mark Bindiger
-----------------
Mark Bindiger
Certified Public Accountant


EXHIBIT 99 - CERTIFICATIONS

I, Jason K. Wadzinski, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Advant-e
       Corporation;

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 quarterly 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:

       (a)  Designed such disclosure controls and procedures to ensure that
            material information relating to the Registrant, including its
            consolidated subsidiary, is made known to us by others within those
            entities, particularly during the period in which this quarterly
            report is being prepared.

       (b)  Evaluated the effectiveness of the Registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

       (c)  Presented in this quarterly report our conclusions about the
            effectiveness of the Registrant's disclosure controls and
            procedures based on our evaluation as of the Evaluation Date;

5.     The Registrant's other certifying officers and I have disclosed, based
       on 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):

       (a)  All significant deficiencies in the design or operation of
            internal controls which could adversely affect the Registrant's
            ability to record, process, summarize and report financial data
            and have identified for the Registrant's auditors any material
            weaknesses in internal controls; and

       (b)  Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Registrant's
            internal controls; and

6.     The Registrant's 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.

December 16, 2002                                    By: /s/ Jason K. Wadzinski
                                                         ----------------------
                                                             Jason K. Wadzinski
                                                        Chief Executive Officer


I, James E. Lesch, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Advant-e
       Corporation;

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 quarterly 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:

       (a)  Designed such disclosure controls and procedures to ensure that
            material information relating to the Registrant, including its
            consolidated subsidiary, is made known to us by others within those
            entities, particularly during the period in which this quarterly
            report is being prepared.

       (b)  Evaluated the effectiveness of the Registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

       (c)  Presented in this quarterly report our conclusions about the
            effectiveness of the Registrant's disclosure controls and
            procedures based on our evaluation as of the Evaluation Date;

5.     The Registrant's other certifying officers and I have disclosed, based
       on 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):

       (a)  All significant deficiencies in the design or operation of
            internal controls which could adversely affect the Registrant's
            ability to record, process, summarize and report financial data
            and have identified for the Registrant's auditors any material
            weaknesses in internal controls; and

       (b)  Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Registrant's
            internal controls; and

6.     The Registrant's 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.

December 16, 2002                                    By: /s/     James E. Lesch
                                                         ----------------------
                                                                 James E. Lesch
                                                         Director of Accounting


CERTIFICATION OF PERIODIC FINANCIAL REPORTS FOR ADVANT-E CORPORATION

     The undersigned hereby certify that the periodic report, 10-QSB for the
period ending September 30, 2002, containing the financial statements fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained
in the periodic report fairly presents, in all material respects, the financial
condition and results of operations of the Company.


December 16, 2002                                    By: /s/ Jason K. Wadzinski
                                                         ----------------------
                                                             Jason K. Wadzinski
                                                        Chief Executive Officer

December 16, 2002                                    By: /s/     James E. Lesch
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                                                                 James E. Lesch
                                                         Director of Accounting