##### Table of Contents



FORM 10-QSB

[As last amended in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-QSB

(Mark One)

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

[  ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
           For the transition period from  to

CINTECH SOLUTIONS, INC.

(Exact name of small business issuer as specified in its charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|OHIO                                                           |  | 31-1200684                             
|                                                              
|                                                              
|                                                              
|                                                              
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)

4747 Lake Forest Drive, Cincinnati, Ohio 45242
(Address of principal executive offices)

(513) 731-6000
(Issuers telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes X   No

APPLICABLE ONLY TO CORPORATE ISSUERS





---

TABLE OF CONTENTS



|                                         |  |  |  |  |  |  |  | 
|---------------------------------------- |  |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION          
|PART II  OTHER INFORMATION             
|SIGNATURES                              
|LETTER: UNAUDITED INTERIM FINANCIAL INFO
|FINANCIAL STATEMENTS    EXHIBIT 99.1    
|CERTIFICATION   EXHIBIT 99.2            



---



##### Table of Contents



State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 12,327,227 shares of common
stock as of September 30, 2002.

Transitional Small Business Disclosure Format (check one): Yes    NoX

2



---



##### Table of Contents






PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

The condensed financial statements attached to the end of this quarterly
report are filed as part of this quarterly report. The financial statements
include all adjustments, which in the opinion of management are necessary in
order to make the financial statements not misleading.

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

The following selected financial information set forth below has been
derived from the unaudited condensed financial statements of the Company. This
discussion and analysis should be read in conjunction with such financial
statements. All amounts are in US dollars.

Results of Operations

For the three months ended September 30, 2002 compared to the three months
ended September 30, 2001

Sales for the three months ended September 30, 2002 were $1,605,000
compared to $1,613,000 for the same period last year. Overall sales decreased
by $8,000. On a comparative basis, revenues from contact center applications
increased by 7% which was offset by a 27% decrease in revenue from other
Company products and a 15% decrease in services revenue.

Gross profit of $1,008,000 was $25,000, or 2%, lower than the
corresponding period of last year. This decrease in gross profit is a direct
result of the decrease in sales volume. Gross profit as a percentage of sales
was 63% a reduction of 1% from that experienced during the same period of the
prior year.

The Company continued its efforts to control expenses. Research and
development costs of $264,000 were $15,000, or 5%, lower than the comparable
prior year period. Selling, general and administrative expenses of $1,676,000
were $16,000, or 1%, lower than the comparable prior year period. This
decrease was due to lower payroll costs during the quarter, which were
partially offset by increased occupancy costs as a result of the Companys new
Blue Ash facility.

The Company realized a loss from operations of $931,000 for the three
months ended September 30, 2002 as compared to a loss from operations of
$937,000 reported for the same period last year.

Other income was $6,000 as compared to $52,000 for the comparable prior
year period due primarily to a decrease in the amount of funds invested in
marketable securities and the rate of return on investments.

No income tax benefit was recorded during the first quarter of fiscal 2003
as a result of establishing a valuation allowance against current quarter net
operating losses in accordance with Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes. Such allowance may be adjusted in future
periods if it becomes more likely than not that the Company will utilize such
benefits.

3



---



##### Table of Contents



The Company realized a net loss of $925,000 for the three months ended
September 30, 2002 compared to a net loss of $562,000 reported for the same
period last year. Loss per share, basic and diluted, were $0.08 versus a net
loss of $0.05 per share, basic and diluted, reported for the comparable prior
year period.

Liquidity and Capital Resources

Working Capital decreased to $1.8 million as compared to $5.4 million for
the corresponding period of last year. The decrease of $3.6 million is due to
a decrease in cash and marketable securities of $3.7 million, and increases in
accounts receivable of $284,000, refundable income taxes of $144,000, deferred
maintenance revenue of $100,000 and other liabilities of $190,000.

As of September 30, 2002, the Company held cash and marketable securities
totaling approximately $1.9 million and had no outstanding long-term debt
obligations. The Company has operating lease agreements as previously
described in the Companys 10-KSB filed on or about September 27, 2002. For
the annual minimum rent to be paid under the operating lease agreements refer
to Notes to Financial Statements (re: Note 3: Operating Leases) in the
Independent Accountants Report (see Exhibit 99.1). With respect to the operating
lease agreement for office equipment and furniture, the Company has agreed to
maintain a compensating balance equal to amounts owed under the lease
agreement, effective August 2002, and continuing through the expiration of the
lease agreement. This compensating balance at September 2002 was $1.2 million.
In the event that the Companys cash and marketable securities were to decline
below the compensating balance requirement, management may be required to
renegotiate the terms of the compensating balance agreement and the underlying
operating lease agreement.

The Companys plan of operation is to continue distributing its contact
center solutions and development of services revenue. The Company feels that
there is no significant element of income or loss that does not arise from the
Companys continuing operations.

Critical Accounting Policies

The accounting policies of the Company conform to those generally accepted
in the United States of America and are summarized in the footnotes to the
Companys financial statements. Certain of the Companys accounting policies
require management to use estimations and assumptions that affect the amounts
reported in the financial statements and the Company acknowledges that actual
results could differ from those estimates.

Software Development Costs incurred for the creation of software products,
primarily NetVIA, are charged to research and development expense when incurred
until technological feasibility has been established for the product.
Thereafter, until general release, all software production costs are
capitalized and subsequently reported at the lower of amortized cost or net
realizable value. The capitalized costs are amortized on a straight-line basis
over the estimated economic life of the product. The Company

4



---



##### Table of Contents



periodically
evaluates the capitalized cost relative to potential sales. If potential sales
revenue is not sufficient to cover these capitalized costs, the Company will
accelerate the write-off as appropriate.

Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted tax
laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

Item 3. Controls and Procedures.

The Chief Executive Officer and the Chief Financial Officer have reviewed,
as of a date within 90 days of this filing, the disclosure controls and
procedures that ensure that information relating to the Company required to be
disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported in a timely and proper manner. Based upon this review,
the Company believes that there are adequate controls and procedures in place.
There are no significant changes in the controls or other factors that could
affect the controls after the date of the evaluation.

5



---



##### Table of Contents






PART II  OTHER INFORMATION

|        |  |                                                    
|------- |  | ---------------------------------------------------
|Item 1. |  | Legal Proceedings                                  
|       
|       
|       
|       
|        |  | None                                               
|       
|       
|       
|       
|Item 2. |  | Changes in Securities and Use of Proceeds          
|       
|       
|       
|       
|        |  | None                                               
|       
|       
|       
|       
|Item 3. |  | Defaults upon Senior Securities                    
|       
|       
|       
|       
|        |  | Not Applicable                                     
|       
|       
|       
|       
|Item 4. |  | Submission of Matters to a Vote of Security Holders
|       
|       
|       
|       
|        |  | Not Applicable                                     
|       
|       
|       
|       
|Item 5. |  | Other Information                                  
|       
|       
|       
|       
|        |  | None                                               
|       
|       
|       
|       
|Item 6. |  | Exhibits and Reports on Form 8-K                   

| |  |                                                                   
| |  | ------------------------------------------------------------------
| |  | The following Exhibits are required by Item 601 of Regulation S-B:

|        |  |                                                                                   | 
|------- |  | --------------------------------------------------------------------------------- | 
|Exhibit |  |                                                                                   | 
|Number  |  | Description of
Document                                                           | 
|15      |  | Letter on Unaudited Interim Financial Information                                 | 
|99.1    |  | Financial Statements/Independent Accountants Report                              | 
|99.2    |  | CEO / CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 

6



---



##### Table of Contents






SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, Cintech Solutions, Inc., as Registrant, has caused this Report on Form
10-QSB to be signed on its behalf by the undersigned, thereunto duly
authorized.

CINTECH SOLUTIONS, INC.

|    |  |                                                         |  |                        
|--- |  | ------------------------------------------------------- |  | -----------------------
|By: |  | /s/ Diane M. Kamionka                                   |  | Date: November 14, 2002
|    |  |                                                        
|    |  | Diane M. Kamionka
President and Chief Executive Officer |  |                        
|   
|By: |  | /s/ Dino Lucarelli                                      |  | Date: November 14, 2002
|    |  |                                                        
|    |  | Dino Lucarelli
Chief Financial Officer                  |  |                        

7



---



##### Table of Contents



CERTIFICATIONS

Chief Executive Officer

I, Diane M. Kamionka, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-QSB of
Cintech Solutions, Inc.;                                                                                                                                                                                                                                              
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this 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 subsidiaries, 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 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 registrants board of directors
(or persons performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        |  |                       
|----------------------- |  | ----------------------
|Date: November 14, 2002 |  | /s/ Diane M.  Kamionka
|                        |  |                       
|                        |  | Diane M. Kamionka     

8



---



##### Table of Contents



Chief Financial Officer

I, Dino Lucarelli, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-QSB of
Cintech Solutions, Inc.;                                                                                                                                                                                                                                              
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this 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 subsidiaries, 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 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 registrants board of directors
(or persons performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        |  |                   
|----------------------- |  | ------------------
|Date: November 14, 2002 |  | /s/ Dino Lucarelli
|                        |  |                   
|                        |  | Dino Lucarelli    

9