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FORM 10-QSB

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 December 31, 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 |  | (I.R.S. Employer Identification Number)
|incorporation or organization)  |  |                                        
|                                |  |                                        

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





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TABLE OF CONTENTS



|                                                 |  |  |  |  |  |  |  | 
|------------------------------------------------ |  |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                  
|PART II  OTHER INFORMATION                     
|SIGNATURES                                      
|EXHIBIT 10 SECOND AMENDMENT TO LEASE AGREEMENT  
|EXHIBIT 15 LETTER ON UNAUDITED INTERIM FINANCIAL
|EXHIBIT 99.1 FINANCIAL STATEMENTS               
|EXHIBIT 99.2 CEO/CFO CERTIFICATION              



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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 December 31, 2002.

Transitional Small Business Disclosure Format (check one): Yes   No [X]   [  ]




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 December 31, 2002 compared to the three months ended
December 31, 2001

Sales for the three months ended December 31, 2002 were $1,336,000
compared to $1,764,000 for the same period last year. Overall sales decreased
by $428,000. On a comparative basis, revenues from contact center applications
decreased by 30%, services revenue increased by 3% while other Company products
decreased by 48%.

Gross profit of $796,000 was $500,000, or 39%, 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 60%, a reduction of 13% from that experienced during the same period of the
prior year. The decline in gross profit percentage is attributable to
amortization of software development costs and certain licensing fees
associated with product sales.

The Company continued its efforts to control expenses. Total operating
expenses decreased by 12%. Research and development expenses of $310,000 were
$8,000, or 3%, higher than the comparable prior year period while selling,
general and administrative expenses of $1,515,000 were $155,000, or 9%, 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 operating
expense decline is the result of cost cutting programs implemented by the
Company throughout fiscal year 2002.

The Company realized a loss from operations of $1,028,000 for the three
months ended December 31, 2002 as compared to a loss from operations of
$780,000 reported for the same period last year.

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Other income was $30,000 as compared to $29,000 for the comparable prior
year period due primarily to a $28,000 gain on the sale of common stock that
was offset by 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 second 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.

The Company realized a net loss of $998,000 for the three months ended
December 31, 2002 compared to a net loss of $512,000 reported for the same
period last year. Loss per share, basic and diluted, was $0.08 versus a net
loss of $0.04 per share, basic and diluted, reported for the comparable prior
year period.

For the six months ended December 31, 2002 compared to the six months ended
December 31, 2001

Sales for the six months ended December 31, 2002 were $2,942,000 compared
to $3,377,000 for the same period last year. Overall sales decreased by
$435,000. On a comparative basis, revenues from contact center applications
decreased by 13%, services revenue decreased by 7% while other Company products
decreased by 37%.

Gross profit of $1,804,000 was $525,000, or 23%, 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 61%, a reduction of 8% from that experienced during the same period of the
prior year. The decline in gross profit percentage is attributable to
amortization of software development costs and certain licensing fees
associated with product sales.

The Company continued its efforts to control expenses. Total operating
expenses decreased by 7%. Research and development expenses of $573,000 were
$8,000, or 1%, lower than the comparable prior year period while selling,
general and administrative expenses of $3,191,000 were $171,000, or 5%, 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 operating
expense decline is the result of cost cutting programs implemented by the
Company throughout fiscal year 2002.

The Company realized a loss from operations of $1,960,000 for the six
months ended December 31, 2002 as compared to a loss from operations of
$1,718,000 reported for the same period last year.

Other income was $37,000 as compared to $81,000 for the comparable prior
year period due primarily to a $28,000 gain on the sale of common stock that
was offset by 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 second 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.

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The Company realized a net loss of $1,923,000 for the six months ended
December 31, 2002 compared to a net loss of $1,073,000 reported for the same
period last year. Loss per share, basic and diluted, was $0.16 versus a net
loss of $0.09 per share, basic and diluted, reported for the comparable prior
year period.

Liquidity and Capital Resources

Working Capital decreased to $959,000 as compared to $4,353,000 for the
corresponding period of last year. The decrease of $3,394,000 is due to a
decrease in cash and marketable securities of $3,461,000, and decreases in
accounts payable of $139,000, accrued wages and compensation of $122,000 that
were offset by an increase in deferred maintenance revenue of $180,000 and
other liabilities of $148,000.

As of December 31, 2002, the Company held cash and marketable securities
totaling approximately $1.2 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 Condensed Financial Statements (see Exhibit 99.1, re: Note 3:
Operating Leases). 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 as amended in January 2003, and continuing through the expiration of the
lease agreement. This compensating balance at December 2002 was $1.1 million.
In the event that the Companys marketable securities and 85% of the Companys
trade accounts receivable less than ninety days past due were to decline below
the compensating balance requirement, the lessor is entitled to exercise
certain remedies as provided in the lease agreement and amendments. Such
remedies include the lessors right to take possession of cash, marketable
securities and trade accounts receivable in the amount of the outstanding lease
obligation. Upon such event, the Company would seek to renegotiate the terms
of the lease agreement, however the lessor is under no obligation to modify the
agreement.

During December 2002, the Company engaged a financial advisor to assist in
the development of a program to raise additional capital, however management
cannot predict the likelihood of the Companys ability to raise such capital.

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

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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 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.
Furthermore, as discussed in the Business Condition section, current economic
conditions have delayed the anticipated contribution to operations of certain
recently introduced product lines. If management determines that this delay
will extend the realization of potential sales revenue beyond the estimated
product life it is reasonably possible that the Company may be required to
accelerate the write-off of capitalized costs 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. Beginning
July 1, 2002, the Company has provided a valuation allowance on tax benefits
created since that date, as realization of such benefits is uncertain.
Furthermore, it is reasonably possible that if operating losses continue, the
Company may be required to fully reserve its deferred tax assets in future
periods.

Business Condition

The Company has experienced net losses of $1.9 million and $1.1 million
for the six-month periods ended December 31, 2002 and 2001, respectively.
Restrictions under certain of the Companys operating lease financing
arrangements require the maintenance of a compensating balance equivalent to
$1.1 million in marketable securities and trade accounts receivable.
Additionally, current economic conditions have delayed the anticipated
contribution to operations of the Companys recently introduced product lines.
The Companys continued existence is dependent upon several factors including
the ability to generate sufficient cash flow from operations to satisfy
existing creditors and sustain normal operations. At this time it is not
possible to predict the ultimate resolution of these matters.

It is reasonably possible, however, that the Company may be required to
obtain waivers under its operating lease financing arrangements for future
periods and the lender is under no obligations to provide such waivers. It is
also possible that the current economic downturn may be sustained beyond
initial forecasts. During the months ahead, the Company will be forced to make
difficult decisions regarding, among other things, the future direction of the
Company. The Companys management and Board have been reviewing the financial
and operational alternatives available to the Company.

The Companys near and long term strategies have focused on aggressively
pursuing cost cutting programs which are expected to significantly reduce
overall operating expense on an annualized basis. Many of these reductions
were implemented in fiscal year 2002, the effect of which is expected in fiscal
2003 and future years. The current cost cutting programs through the six-month
period ended December 31, 2002 has resulted in an overall reduction in
operating expenses of 7%. These reductions have included an 18% reduction in
payroll costs. Furthermore, the Company has recently engaged a financial
advisor to explore the possibility of raising additional funding sources.

Management believes that, despite the financial hurdles and uncertainties
going forward, it has under development a business plan that, if successfully
executed, can significantly improve operating

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results. The support of the Companys vendors, customers, and employees
will continue to be the key to the Companys future success.

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 were no significant changes in the internal controls or other factors
that could affect these controls after the date of the evaluation.

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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

At the annual meeting of shareholders held on October 30, 2002, the
following matters were to be voted upon: 1) to elect Directors and 2) to
appoint Deloitte & Touche LLP as auditors. Of the proxies received, the
following shares were voted For/Against/Withheld:

| |   |   |  |                                  |  |     |           |         |  |          |   |  |  |  |           | 
| | - | - |  | -------------------------------- |  | --- | --------- | ------- |  | -------- | - |  |  |  | --------- | 
| |   |   |  |                                  |  | For |           | Against |  | Withheld
| |   |   |  |                                  |  |     |           |         |  |         
| | 1 | ) |  | To elect Directors:              |  |     |           |         |  |          |   |  |  |  |           | 
| |   |   |  | Diane M. Kamionka                |  |     | 9,207,942 |         |  |          | 0 |  |  |  | 1,178,357 | 
| |   |   |  | Bryant A. Downey                 |  |     | 9,207,942 |         |  |          | 0 |  |  |  | 1,178,357 | 
| |   |   |  | Frank W. Terrizzi                |  |     | 9,247,942 |         |  |          | 0 |  |  |  | 1,138,357 | 
| |   |   |  | Christopher D. Brennan           |  |     | 9,247,942 |         |  |          | 0 |  |  |  | 1,138,357 | 
| |   |   |  | Richard G. Reid                  |  |     | 9,247,942 |         |  |          | 0 |  |  |  | 1,138,357 | 
| | 2 | ) |  | To appoint Deloitte & Touche LLP |  |     | 9,097,942 |         |  |          | 0 |  |  |  | 1,288,357 | 
| |   |   |  | as auditors                      |  |     |           |         |  |          |   |  |  |  |           | 

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                                                                                        |  | Page    
|        |  |                                                                                                                |  |         
|10      |  | Second Amendment to Lease Agreement between
Cintech Solutions, Inc. and Fifth Third Bank dated
January 3, 2003 |  | Attached
|15      |  | Letter on Unaudited Interim Financial Information                                                              |  | Attached
|99.1    |  | Financial Statements / Independent Accountants Report                                                         |  | Attached
|99.2    |  | CEO / CFO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                              |  | Attached

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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: February 14, 2003
|                        |  |                                       |  |                        
|                        |  | Diane M. Kamionka                     |  |                        
|                        |  | President and Chief Executive Officer |  |                        
|                        |  |                                       |  |                        
|By:                     |  | /s/ Dino Lucarelli                    |  | Date: February 14, 2003
|                        |  |                                       |  |                        
|                        |  | Dino Lucarelli                        |  |                        
|                        |  | Chief Financial Officer               |  |                        

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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: February 14, 2003 |  |                      
|                        |  | /s/ Diane M. Kamionka
|                        |  |                      
|                        |  | Diane M. Kamionka    

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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: February 14, 2003 |  |                   
|                        |  | /s/ Dino Lucarelli
|                        |  |                   
|                        |  | Dino Lucarelli    

10