UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

|[X]  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ---------------------------------------------------------------------------------
|     | For the quarterly period ended July 31, 2002                                     
|OR  
|[  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|     | For the transition period from ______ to ________                                

Commission file number 000-30326.

**VSOURCE, INC.**

(Exact Name of Small Business Issuer as Specified in its Charter)

|Delaware(State or other jurisdiction ofIncorporation or organization)                               |  | 77-0557617(I.R.S. EmployerIdentification No.)
|--------------------------------------------------------------------------------------------------- |  | ---------------------------------------------
|16875 West Bernardo Drive, Sutie 250, San Diego, California(Address or principal executive offices) |  | 92127(Zip Code)                              

Issuer's telephone number, including area code: (858) 618-5884

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

Number of shares of common stock outstanding as of August 26, 2002...........................34,821,704
Number of shares of Series 1-A Convertible Preferred Stock outstanding as of 
August 26, 2002...............................................................................................................1,458,126
Number of shares of Series 2-A Convertible Preferred Stock outstanding as of
August 26, 2002...............................................................................................................1,166,869

EXPLANATORY NOTE

This amendment
to our quarterly report on Form 10-Q for the quarter ended July 31, 2002 is
being made to include the certification required by Section 906 of the
Sarbanes-Oxley Act of 2002 (the "Act").  Our initial report only included the
certification required under Section 302 of the Act, which we believed
incorporated the requirements of Section 906 of the Act.  Upon further review of the Act, this
position is unclear and therefore we have included both certifications in this
amendment.

SIGNATURES

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

CERTIFICATION

I,
Phillip E. Kelly, Chief Executive Officer of Vsource, Inc., certify that:

1. I
have reviewed this quarterly report on Form 10-Q of Vsource, 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; and

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.

* Attention is drawn to the fact that, as
disclosed in Vsource, Inc.'s filings, all current company officers, including
the Chief Executive Officer and Chief Financial Officer, as well as other key
members of the company's internal legal and accounting functions who are
responsible for establishing and maintaining the company's internal controls,
were not employees of the company prior to June 2001.

CERTIFICATION

I,
Dennis M. Smith, Chief Financial Officer of Vsource, Inc., certify that:

1. I
have reviewed this quarterly report on Form 10-Q of Vsource, 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; and

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.

* Attention is drawn to the fact that, as
disclosed in Vsource, Inc.'s filings, all current company officers, including
the Chief Executive Officer and Chief Financial Officer, as well as other key
members of the company's internal legal and accounting functions who are
responsible for establishing and maintaining the company's internal controls,
were not employees of the company prior to June 2001.

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies in his capacity as an officer of Vsource, Inc. (the "Company") that the Quarterly Report of the Company on Form 10-Q for the quarterly period ended July 31, 2002 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.

* This certification is made solely for the purpose of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose. Attention is drawn to the fact that, as disclosed in the Company's filings, all current Company officers, including the Chief Executive Officer and Chief Financial Officer, as well as other key members of the Company's internal legal and accounting functions who are responsible for establishing and maintaining the Company's internal controls, were not employees of the Company prior to June 2001.