**EXHIBIT 99.1**



The unaudited consolidated pro forma consolidated statements of operations should be read in conjunction
with the Footnotes to the unaudited Pro Forma financial statement data included hereto and our Form 10-K for the year
ended January 31, 2002, and all amendments thereto. The pro forma consolidated statement of operations is unaudited.
A pro forma balance sheet is not presented as the acquisition of NetCel360 Holdings Limited ("NetCel360") has been
reflected in the consolidated balance sheet of the company as of January 31, 2002 filed in our Form 10-K for the year
ended January 31, 2002.

The unaudited pro forma statement of operations is based on the individual statements of operations of
Vsource and NetCel360 and combines the results of operations of Vsource and NetCel360 (acquired by Vsource as of
June 22, 2001) for the year ended January 31, 2002, as if the acquisition had occurred on February 1, 2001. The
unaudited pro forma statement of operations was assembled using NetCel360's statement of operations for the period
from February 1, 2001 to June 30, 2001.

The pro forma consolidated statement of operations is not intended to represent what the operating results
would actually have been for the periods indicated or to project the operating results for any future period. The pro
forma adjustments are based upon currently available information and assumptions that management believes are
reasonable.

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**Vsource, Inc.and Subsidiaries**

Unaudited Pro Forma Statement of Operations for the year ended January 31, 2002*(US$'000)*

|                                                                             | **Vsource, Inc.****Year ended
January 31,
2002** | **NetCel360Period fromJanuary 31,2001 to June22, 2001** | **Adjustment** | **Pro FormaCombined**
|---------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------- | -------------- | ---------------------
|Revenue from                                                                 |                                                  |                                                         |                |                      
|Services                                                                     | $9,940                                           | $1,442                                                  |                | $11,382              
|Products                                                                     | 2,772                                            | --                                                      |                | 2,772                
|                                                                             |                                                 
|                                                                             | 12,712                                           | 1,442                                                   |                | 14,154               
|Cost and Expenses:                                                           |                                                  |                                                         |                |                      
|Cost of Revenue from                                                         |                                                  |                                                         |                |                      
|Services                                                                     | 6,159                                            | 3,399                                                   |                | 9,558                
|Products                                                                     | 2,631                                            | --                                                      |                | 2,631                
|                                                                             |                                                 
|                                                                             | 8,790                                            | 3,399                                                   |                | 12,189               
|Selling, general and administrative expenses                                 | 11,171                                           | 7,261                                                   | (93)(p)        | 18,339               
|Research and development expenses                                            | 2,269                                            |                                                         |                | 2,269                
|\Amortization of stock-based compensation                                    | 3,116                                            |                                                         |                | 3,116                
|Impairment of long-lived assets                                              | 4,079                                            |                                                         |                | 4,079                
|                                                                             |                                                 
|Total costs and expenses                                                     | 29,425                                           | 10,660                                                  | (93)           | 39,992               
|                                                                             |                                                 
|Operating loss                                                               | (16,713)                                         | (9,218)                                                 | (93)           | (25,838)             
|Interest & other income (expense), net                                       | (567)                                            | 35                                                      |                | (532)                
|Non-cash beneficial conversion feature expenses                              | (2,824)                                          | -                                                       |                | (2,824)              
|                                                                             |                                                 
|Loss from continuing operations                                              | (20,104)                                         | (9,183)                                                 | (93)           | (29,194)             
|Provision for income taxes                                                   | -                                                | 142                                                     |                | 142                  
|                                                                             |                                                 
|Net loss from continuing operations                                          | (20,104)                                         | (9,041)                                                 | (93)           | (29,052)             
|                                                                             |                                                 
|Basic and diluted weighted average number of    common shares outstanding(r) | 1,079                                            |                                                         |                | 1,184(q)             
|Basic and diluted net loss per share from    continuing operations(r)        | $(20.60)                                         |                                                         |                | $(24.60)             

**Footnotes to the unaudited Pro Forma financial statement data:**

|(p) | Reversal of depreciation for the write down of the assets for the negative goodwill that arose on the acquisition
of NetCel360.                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(q) | Average number of shares of common stock outstanding for the year ended January 31, 2002 was calculated as
if 185,486 shares of common stock issued to acquire NetCel360 had been outstanding from February 1,
2001.              
|(r) | In August 2002, our shareholders approved a 20-to-1 reverse stock split that became effective on November 20, 2002.  All common stock and per share common stock information has been adjusted to reflect the reverse stock split.