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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



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FORM 10-QSB

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[X]   |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 
|      |  |                                                                                         
|      |  | For the quarterly period ended June 30, 2003                                            
|      |  |                                                                                         
|      |  | OR                                                                                      
|      |  |                                                                                         
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to________

Commission File Number 0-27574



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PowerCerv Corporation(Name of small business issuer as specified in its charter)

|                                                                       |  |                                                
|---------------------------------------------------------------------- |  | -----------------------------------------------
|Florida
(State or other jurisdiction of
incorporation or organization) |  | 59-3350778
(I.R.S. Employer
Identification No.)

400 North Ashley Drive, Suite 2675, Tampa, Florida 33602
(Address of principal executive offices, including zip code)

(813) 226-2600
(Issuers telephone number, including area code)

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 of
1934 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[   ] No[X]

As of May 16, 2003, there were 1,313,000 shares of the registrants common
stock, $.001 par value, outstanding.



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TABLE OF CONTENTS



|                                              |                                                                   |                                                                  |  |  |  |  |  | 
|--------------------------------------------- | ----------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|Part I. FINANCIAL INFORMATION                
|                                              | Item 1. Financial Statements                                     
|                                              |                                                                   | Condensed Consolidated Balance Sheets                           
|                                              |                                                                   | Condensed Consolidated Statements of Operations (Unaudited)     
|                                              |                                                                   | Condensed Consolidated Statements of Cash Flows (Unaudited)     
|                                              |                                                                   | Notes to Condensed Consolidated Financial Statements (Unaudited)
|                                              | Item 2. Management Discussion and Analysis or Plan of Operations
|                                              | ITEM 3. CONTROLS AND PROCEDURES                                  
|Part II. Other Information                   
|                                              | Item 1. Legal Proceedings                                        
|                                              | Item 6. Exhibits and Reports on Form 8-K                         
|Signatures                                   
|Ex-31.1 Section 302 Certification of Chairman
|Ex-32.1 Section 906 Certification of Chairman



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PowerCerv Corporation
Form 10-QSB

Index

|                                                                   |                                                                                                                       |  |       |   | 
|------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------- |  | ----- | - | 
|                                                                   |                                                                                                                       |  | Page 
|                                                                   |                                                                                                                       |  |      
|Part I. Financial Information                                      |                                                                                                                       |  |       |  
|Item 1. Financial Statements                                       |                                                                                                                       |  |       |  
|                                                                   | Condensed Consolidated Balance Sheets as of June 30, 2003 (unaudited)
and December 31, 2002                           |  |       | 2 | 
|                                                                   | Condensed Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 2003 and 2002 (unaudited) |  |       | 3 | 
|                                                                   | Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2003 and 2002 (unaudited)           |  |       | 4 | 
|                                                                   | Notes to Condensed Consolidated Financial Statements (unaudited)                                                      |  |       | 5 | 
|Item 2. Managements Discussion and Analysis or Plan of Operations |                                                                                                                       |  | 10    |  
|Item 3. Controls and Procedures                                    |                                                                                                                       |  | 14    |  
|Part II. Other Information                                         |                                                                                                                       |  |       |  
|Item 1. Legal Proceedings                                          |                                                                                                                       |  | 15    |  
|Item 6. Exhibits and Reports on Form 8-K                           |                                                                                                                       |  | 15    |  
|Signatures                                                         |                                                                                                                       |  | 16    |  
|Certifications                                                     |                                                                                                                       |  | 17-18 |  

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Part I. FINANCIAL INFORMATION




Item 1. Financial Statements




PowerCerv Corporation

Condensed Consolidated Balance Sheets(In thousands)

|                                      |                           |                                             |      |               |     |                   |     |     |     | 
|------------------------------------- | ------------------------- | ------------------------------------------- | ---- | ------------- | --- | ----------------- | --- | --- | --- | 
|                                      |                           |                                             |      | June 30, 2003 |     | December 31, 2002
|                                      |                           |                                             |      |               |     |                  
|                                      |                           |                                             |      | (unaudited)   |     |                   |     |    
|Assets                                |                           |                                             |      |               |     |                   |     |    
|Current assets:                       |                           |                                             |      |               |     |                   |     |    
|                                      | Cash and cash equivalents |                                             | $    | 29            |     |                   | $   | 245 |    
|                                      | Notes receivable          |                                             |      | 162           |     |                   |     | 246 |    
|                                      | Other current assets      |                                             |      | 57            |     |                   |     | 30  |    
|                                      |                           |                                             |      |               |     |                   |     |     |    
|                                      |                           | Total current assets                        |      |               | 248 |                   |     |     | 521 | 
|Notes receivable, net                 |                           |                                             | 62   |               |     |                   | 136 |    
|                                      |                           |                                             |      |               |     |                   |     |     |    
|                                      |                           | Total assets                                |      | $             | 310 |                   |     | $   | 657 | 
|                                      |                           |                                             |      |               |     |                   |     |     |    
|Liabilities and Shareholders Deficit |                           |                                             |      |               |     |                   |     |    
|Current liabilities:                  |                           |                                             |      |               |     |                   |     |    
|                                      | Accounts payable          |                                             | $    | 21            |     |                   | $   | 194 |    
|                                      | Accrued expenses          |                                             |      | 396           |     |                   |     | 472 |    
|                                      |                           |                                             |      |               |     |                   |     |     |    
|                                      |                           | Total current liabilities                   |      |               | 417 |                   |     |     | 666 | 
|Shareholders deficit                 |                           |                                             | (107 | )             |     |                   | (9  | )  
|                                      |                           |                                             |      |               |     |                   |     |     |    
|                                      |                           | Total liabilities and shareholders deficit |      | $             | 310 |                   |     | $   | 657 | 
|                                      |                           |                                             |      |               |     |                   |     |     |    

See accompanying notes to condensed consolidated financial statements.

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PowerCerv Corporation

Condensed Consolidated Statements of Operations (Unaudited)(In thousands, except per share amounts)

|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |       |       |      |  
|-------------------------------------------- | ------------------------------ | ------- | ------------------------ | ------------------------ | ----- | --------------------------- | ----- | ------------------------- | ----- | ---- | ----- | ---- | ----- | ---- | ----- | ----- | ----- | ----- | ---- | -
|                                             |                                |         |                          |                          |       | Three months ended June 30, |       | Six months ended June 30,
|                                             |                                |         |                          |                          |       |                             |       |                          
|                                             |                                |         |                          |                          |       | 2003                        |       | 2002                      |       | 2003 |       | 2002
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |     
|Revenues:                                    |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |      
|                                             | License fees                   |         | $                        |                         |       |                             | $     | 31                        |       |      | $     |     |       |      | $     | 260   |      
|                                             | Service fees                   |         |                          |                         |       |                             |       | 640                       |       |      |       |     |       |      |       | 1,370 |      
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|                                             |                                |         | Total revenues           |                          |       |                            |       |                           |       | 671  |       |      |       |     |       |       |       | 1,630 |     
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|Costs and expenses:                          |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |      
|                                             | Cost of licenses               |         |                          |                         |       |                             |       | 54                        |       |      |       |     |       |      |       | 126   |      
|                                             | Cost of services               |         |                          |                         |       |                             |       | 276                       |       |      |       |     |       |      |       | 577   |      
|                                             | General and administrative     |         |                          | 41                       |       |                             |       | 319                       |       |      |       | 100  |       |      |       | 590   |      
|                                             | Sales and marketing            |         |                          |                         |       |                             |       | 103                       |       |      |       |     |       |      |       | 318   |      
|                                             | Research and development       |         |                          |                         |       |                             |       | 196                       |       |      |       |     |       |      |       | 455   |      
|                                             | Work force reduction and other |         |                          |                         |       |                             |       | 5                         |       |      |       |     |       |      |       | 30    |      
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|                                             |                                |         | Total costs and expenses |                          |       | 41                          |       |                           |       | 953  |       |      |       | 100  |       |       |       | 2096  |     
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|                                             |                                |         | Operating loss           |                          |       | (41                         | )     |                           |       | (282 | )     |      |       | (100 | )     |       |       | (466  | )   
|Interest and other income (expense), net     |                                |         | 3                        |                          |       |                             | 39    |                           |       |      | 5     |      |       |      | 45    |      
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|                                             |                                |         |                          | Loss before income taxes |       |                             | (38   | )                         |       |      | (243  | )    |       |      | (95   | )     |       |       | (421 | )
|Income tax expense                           |                                |         |                         |                          |       |                             |      |                           |       |      | 3     |      |       |      |      |      
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|                                             |                                | $       | (60                      | )                        |       |                             |       |                           |       | $    | (60   | )    |       |      |       |      
|                                             |                                |         |                          | Net loss                 |       | $                           | (38   | )                         |       | $    | (243  | )    |       |      | (98   | )     |       | $     | (421 | )
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|Basic and diluted net loss per share         |                                | $       | (0.03                    | )                        |       | $                           | (0.19 | )                         |       | $    | (0.07 | )    |       | $    | (0.32 | )    
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|Shares used in computing net loss
per share: |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |      
|                                             |                                | Basic   |                          |                          | 1,313 |                             |       |                           | 1,313 |      |       |      | 1,313 |      |       |       | 1,313 |      
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      
|                                             |                                | Diluted |                          |                          | 1,313 |                             |       |                           | 1,313 |      |       |      | 1,313 |      |       |       | 1,313 |      
|                                             |                                |         |                          |                          |       |                             |       |                           |       |      |       |      |       |      |       |       |      

See accompanying notes to condensed consolidated financial statements.

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PowerCerv Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)(In thousands)

|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |      |      |     | 
|---------------------------------------------- | --------------------------------------------------------------------------- | --------------------------------- | ------------------------------------------- | ----------------------------------------------- | ---- | ------------------------- | ---- | ---- | ---- | ---- | --- | 
|                                               |                                                                             |                                   |                                             |                                                 |      | Six months ended June 30,
|                                               |                                                                             |                                   |                                             |                                                 |      |                          
|                                               |                                                                             |                                   |                                             |                                                 |      | 2003                      |      | 2002
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |     
|Cash flows from operating activities:          |                                                                             |                                   |                                             |                                                 |      |                           |      |     
|                                               | Net loss                                                                    |                                   | $                                           | (98                                             | )    |                           | $    | (421 | )   
|                                               | Adjustments to reconcile net loss to net cash
used in operating activities: |                                   |                                             |                                                 |      |                           |      |      |     
|                                               |                                                                             | Depreciation and amortization     |                                             |                                                 |     |                           |      |      | 107  |     
|                                               |                                                                             | Deferred revenue                  |                                             |                                                 |     |                           |      |      | (327 | )   
|                                               |                                                                             | Changes in assets and liabilities |                                             |                                                 | (234 | )                         |      |      | (77  | )   
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |     
|                                               |                                                                             |                                   | Net cash flows used in operating activities |                                                 |      | (332                      | )    |      |      | (718 | )  
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |     
|Cash flows from investing activities:          |                                                                             |                                   |                                             |                                                 |      |                           |      |     
|                                               | Payments received on notes receivable                                       |                                   |                                             | 116                                             |      |                           |      | 183  |     
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |     
|                                               |                                                                             |                                   |                                             | Net cash flows provided by investing activities |      |                           | 116  |      |      |      | 183 | 
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |     
|Cash flows from financing activities:          |                                                                             |                                   |                                             |                                                 |      |                           |      |     
|                                               | Net proceeds from issuance of preferred stock                               |                                   |                                             |                                                |      |                           |      | 85   |     
|                                               | Loans received from officers and directors                                  |                                   |                                             |                                                |      |                           |      | 46   |     
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |     
|                                               |                                                                             |                                   |                                             | Net cash flows provided by financing activities |      |                           |     |      |      |      | 131 | 
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |     
|Net decrease in cash and cash equivalents      |                                                                             |                                   | (216                                        | )                                               |      |                           | (404 | )   
|Cash and cash equivalents, beginning of period |                                                                             |                                   | 245                                         |                                                 |      |                           | 635  |     
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |     
|Cash and cash equivalents, end of period       |                                                                             | $                                 | 29                                          |                                                 |      | $                         | 231  |     
|                                               |                                                                             |                                   |                                             |                                                 |      |                           |      |      |     

See accompanying notes to condensed consolidated financial statements.

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PowerCerv Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except per share amounts)



|A. |  | Basis of Presentation
|-- |  | ---------------------



| | 1. |  | Organization and Operations
| | -- |  | ---------------------------

The condensed consolidated balance sheet of PowerCerv Corporation and its
subsidiary (collectively, the Company) as of June 30, 2003, and the condensed
consolidated statements of operations for the three and six months ended June
30, 2003 and 2002 and the condensed consolidated statements of cash flows for
the six months ended June 30, 2003 and 2002 have been prepared by the Company,
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 2003, and for all
periods presented have been made. The condensed consolidated balance sheet at
December 31, 2002, has been derived from the Companys audited consolidated
financial statements at that date.

On December 1, 2002, the Company completed the sale of substantially all
of its operating assets to PCV Acquisition, Inc., a subsidiary of ASA
International, Ltd (collectively referred to as ASA), a holding company of
vertical enterprise software solutions based in Framingham, Massachusetts. As a
result of this transaction, the Company has no current operations. Following
the closing, the Company has used its best efforts to settle its remaining
liabilities with the transaction proceeds and certain other receivables. The
Company plans to continue as a separate public entity, seek to merge with
another operating business and not compete in its former line of business;
however, there can be no assurance that these plans will be successfully
implemented. Until such a merger transaction is effected, there will be no
significant expected operations of PowerCerv.

Prior to December 1, 2002 the Company focused its resources, including
product development, marketing and sales efforts, on the needs and requirements
of small and medium size discrete manufacturing companies with annual revenues
between $5 million and $250 million in this market. In addition, PowerCerv
provided professional and business consulting services relating to its software
applications. The Company marketed its products and services throughout the
United States and also marketed its software products outside the United States
through distributors. PowerCerv Corporation and PowerCerv Technologies
Corporation are herein referred to as the Company.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the Securities and
Exchange Commission (SEC) rules and regulations. These condensed consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December
31, 2002, included in the Companys 2002 Annual Report on Form 10-KSB filed
with the SEC on April 15, 2003 (2002 Annual Report).

The results of operations for the six months ended June 30, 2003, are not
necessarily indicative of results that may be expected for any other interim
period or for the full fiscal year.

The report of the Companys independent auditors for the year ended
December 31, 2002 contains an explanatory paragraph as to the substantial doubt
of the Companys ability to continue as a going concern. No adjustments have
been made to the accompanying financial statements to give effect to this
uncertainty.

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|2. |  | Significant Accounting Policies
|-- |  | -------------------------------

Revenue Recognition

Prior to December 1, 2002, the Company recognized revenue in accordance
with the American Institute of Certified Public Accountants (AICPA)
Statement of Position 97-2, Software Revenue Recognition (SOP 97-2), as
amended by Statement of Position 98-4 (SOP 98-4), Deferral of the Effective
Date of a Provision of SOP 97-2. Revenue was recognized from licenses of the
Companys software products when the contract has been executed, the product(s)
has been shipped, collectibility is probable and the software license fees are
fixed or determinable. In the event that the contract provided for multiple
elements (e.g., software products, post-contract customer support, consulting
services), the total fee was allocated to these elements based on
vendor-specific objective evidence of fair value. If any portion of the
license fees was subject to forfeiture, refund or other contractual
contingencies, the Company would postpone revenue recognition until these
contingencies have been removed. The Company generally accounted for
consulting and education services separate from software license fees for those
multi-element arrangements where services were a separate element and are not
essential to the customers functionality requirements and there is
vendor-specific objective evidence of fair value for these services. If any
portion of the license fees is subject to forfeiture, refund or other
contractual contingencies, the Company would postpone revenue recognition until
these contingencies have been removed. Historically, product returns and
allowances have been immaterial. Revenue from support and maintenance
activities was recognized ratably over the term of the maintenance period and
the unrecognized portion is recorded as deferred revenue.

New Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, which (i) amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based employee compensation (ii) amends the
disclosure provisions of SFAS 123 to require prominent disclosure about the
effects on reported net income of an entitys accounting policy decisions with
respect to stock-based employee compensation and (iii) requires disclosure
about those effects in interim financial information. Items (ii) and (iii) of
the new requirements in SFAS 148 are effective for financial statements for
fiscal years ending after December 15, 2002. There were no equity instruments
issued to employees therefore this adoption of the standard has no impact on
the financial statements.

In November 2002, the FASB issued FASB Interpretation No. 45 Guarantors
Accounting and Disclosure Requirements for Guarantors, including Indirect
Guarantors of Indebtedness to Others(FIN 45). FIN 45 creates new disclosure
and liability recognition requirements for certain guarantees, including
obligations to stand ready to perform. The initial recognition and measurement
requirements of FIN 45 are effective prospectively for guarantees issued or
modified after December 31, 2002, and the disclosure requirements are effective
for financial periods ending after December 31, 2002. In accordance with FIN
45, the Company has disclosed guarantee information. There are no guarantees
therefore the adoption of this standard has no impact on the financial
statements.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. The statement amends and
clarifies accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts, and hedging
activities. This statement is designed to improve financial reporting such
that contracts with comparable characteristics are accounted for similarly.
The statement, which is generally effective for contracts entered into or
modified after June 30, 2003, is not anticipated to have a significant effect
on the Companys financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity.
This statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. This statement is effective for financial instruments entered into or
modified after May 31, 2003, and is otherwise effective at the beginning of the
first interim period beginning after June 15, 2003. The Company currently has
no such financial instruments

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outstanding or under consideration and therefore adoption of this standard
currently has no financial reporting implications.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation
of Valuable Interest Entities. This interpretation clarifies rules relating to
consolidation where entities are controlled by means other than a majority
voting interest and instances in which equity investors do not bear the
residual economic risks. This interpretation is effective immediately for
variable interest entities created after January 31, 2003 and for interim
periods beginning after June 15, 2003 for interests acquired prior to February
1, 2003. The Company currently has no ownership in variable interest entities
and therefore adoption of this standard currently has no financial reporting
implications.



|3. |  | Net Loss Per Share Data
|-- |  | -----------------------

The following table sets forth the computation of basic and diluted loss
per share (EPS) for the periods indicated:

|            |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |       |  
|----------- | ------------------------------------------------------------------------ | - | ------------------------------------------------ | ----- | ---------------- | - | ----- | ----- | ---- | - | ----- | ----- | - | - | ----- | ----- | -
|            |                                                                          |   | Three Months Ended                               |       | Six Months Ended
|            |                                                                          |   | June 30,                                         |       | June 30,        
|            |                                                                          |   |                                                  |       |                 
|            |                                                                          |   | 2003                                             |       | 2002             |   | 2003  |       | 2002
|            |                                                                          |   |                                                  |       |                  |   |       |       |     
|            |                                                                          |   | (dollars in thousands, except per share amounts)
|Basic:      |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |      
|            | Net loss                                                                 |   | $                                                | (38   | )                |   | $     | (243  | )    |   | $     | (98   | ) |   | $     | (421  | )
|            |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |       |  
|            | Average shares outstanding                                               |   |                                                  | 1,313 |                  |   |       | 1,313 |      |   |       | 1,313 |   |   |       | 1,313 |  
|            |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |       |  
|Basic EPS   |                                                                          | $ | (0.03                                            | )     |                  | $ | (0.19 | )     |      | $ | (0.07 | )     |   | $ | (0.32 | )    
|            |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |       |  
|Diluted:    |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |      
|            | Net loss                                                                 |   | $                                                | (38   | )                |   | $     | (243  | )    |   | $     | (98   | ) |   | $     | (421  | )
|            |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |       |  
|            | Average shares outstanding                                               |   |                                                  | 1,313 |                  |   |       | 1,313 |      |   |       | 1,313 |   |   |       | 1,313 |  
|            | Net effect of dilutive stock options
based on the treasury stock method |   |                                                  |      |                  |   |       |      |      |   |       |      |   |   |       |      |  
|            |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |       |  
|            | Totals                                                                   |   |                                                  | 1,313 |                  |   |       | 1,313 |      |   |       | 1,313 |   |   |       | 1,313 |  
|            |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |       |  
|Diluted EPS |                                                                          | $ | (0.03                                            | )     |                  | $ | (0.19 | )     |      | $ | (0.07 | )     |   | $ | (0.32 | )    
|            |                                                                          |   |                                                  |       |                  |   |       |       |      |   |       |       |   |   |       |       |  

Common stock equivalents in the three and six-month periods ended June 30,
2003 and June 30, 2002, were anti-dilutive due to the net losses sustained by
the Company during these periods, thus the diluted net loss per share in these
periods is the same as the basic net loss per share.



|4. |  | Commitments
|-- |  | -----------

The Company has entered into employment agreements with certain of its
executive officers. Information regarding these agreements is available in the
Companys 2002 Annual Report. As of June 30, 2003, all employment agreements
have been terminated.

Indemnifications

The Company indemnified its officers and directors against costs and
expenses related to shareholder and other claims (i.e. only actions taken in
their capacity as officers and directors) that are not covered by the Companys
directors and officers insurance policy. This indemnification is ongoing and
does not include a limit on the maximum potential future payments, nor are
there any recourse provisions or collateral that may offset the cost. As of
June 30, 2003, the Company has not recorded a liability for any obligations
arising as a result of these indemnifications.

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|5. |  | Contingencies
|-- |  | -------------

The Company, in the normal course of business, may also be subject
to miscellaneous legal proceedings, which management does not believe
will have a significant impact on the financial statements.



|6. |  | Income Taxes
|-- |  | ------------

The Companys federal income tax returns for the years ended December 31,
1996 and 1995 were subject to a routine examination by the Internal Revenue
Service (IRS) that resulted in an assessment of approximately $66,000 of
federal tax. The Company recorded a charge for estimated federal and state
income tax and related interest costs upon receiving the notice of assessment
in 2000. During October 2002, the Company settled this matter with the IRS by
agreeing to pay an additional income tax liability of $63,000 plus applicable
interest through the date of payment. During April 2003, the Company received
a Statement of Adjustment from the IRS regarding the assessment totaling
$183,000 which is included in accrued expenses. This settlement amount is
consistent with the amount provided for federal taxes and interest in an
earlier period. The Company plans to continue addressing this matter with the
IRS in an effort to obtain a reduction in the balance due; however there can be
no assurance that the Company will be successful.



|7. |  | Segment Reporting
|-- |  | -----------------

The Company has identified its operating segments as its services and
license product segments. In 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and
Related Information. The services segment provides consulting, education,
support and maintenance services and the license product segment provides
Integrated Enterprise Response Software Solutions with innovative e-Commerce
application products.

The following tables provide the various segment data (dollars in
thousands):

|                                 |  |                                  |   |                                |  |             |   |       |  |         |     |          |  |             |     |       |  |   |   |  |  |   |   |  |  |   |     |   |  |   |     |  
|-------------------------------- |  | -------------------------------- | - | ------------------------------ |  | ----------- | - | ----- |  | ------- | --- | -------- |  | ----------- | --- | ----- |  | - | - |  |  | - | - |  |  | - | --- | - |  | - | --- | -
|                                 |  | Three Months Ended June 30, 2003 |   | Six Months Ended June 30, 2003
|                                 |  |                                  |   |                               
|                                 |  | License                          |   | Services                       |  | Unallocated |   | Total |  | License |     | Services |  | Unallocated |     | Total
|                                 |  |                                  |   |                                |  |             |   |       |  |         |     |          |  |             |     |      
|Revenues from external
Customers |  | $                                |  |                                |  | $           |  |       |  | $       |    |          |  | $           |    |       |  | $ |  |  |  | $ |  |  |  | $ |    |   |  | $ |    |  
|Segment profit (loss)            |  | $                                |  |                                |  | $           |  |       |  | $       | (38 | )        |  | $           | (38 | )     |  | $ |  |  |  | $ |  |  |  | $ | (98 | ) |  | $ | (98 | )

|                                 |  |                                  |      |                                |  |             |     |       |  |         |      |          |  |             |      |       |  |   |      |   |  |   |       |  |  |   |      |   |  |   |       |  
|-------------------------------- |  | -------------------------------- | ---- | ------------------------------ |  | ----------- | --- | ----- |  | ------- | ---- | -------- |  | ----------- | ---- | ----- |  | - | ---- | - |  | - | ----- |  |  | - | ---- | - |  | - | ----- | -
|                                 |  | Three Months Ended June 30, 2002 |      | Six Months Ended June 30, 2002
|                                 |  |                                  |      |                               
|                                 |  | License                          |      | Services                       |  | Unallocated |     | Total |  | License |      | Services |  | Unallocated |      | Total
|                                 |  |                                  |      |                                |  |             |     |       |  |         |      |          |  |             |      |      
|Revenues from external
Customers |  | $                                | 31   |                                |  | $           | 640 |       |  |         |     |          |  | $           | 671  |       |  | $ | 260  |   |  | $ | 1,370 |  |  |   |     |   |  | $ | 1,630 |  
|Segment profit (loss)            |  | $                                | (322 | )                              |  | $           | 364 |       |  | $       | (285 | )        |  | $           | (243 | )     |  | $ | (639 | ) |  | $ | 793   |  |  | $ | (575 | ) |  | $ | (421  | )

There were no transactions between segments. The unallocated amounts are
made up of the following items:

|                                         |  |               |     |               |  |               |      |               |  |   |      |   |  |   |      |  
|---------------------------------------- |  | ------------- | --- | ------------- |  | ------------- | ---- | ------------- |  | - | ---- | - |  | - | ---- | -
|                                         |  | Three         |     | Six           |  | Three         |      | Six          
|                                         |  | Months Ended  |     | Months Ended  |  | Months Ended  |      | Months Ended 
|                                         |  | June 30, 2003 |     | June 30, 2003 |  | June 30, 2002 |      | June 30, 2002
|                                         |  |               |     |               |  |               |      |              
|General and administrative costs         |  | $             | (41 | )             |  | $             | (100 | )             |  | $ | (319 | ) |  | $ | (590 | )
|Work force reduction                     |  |               |    |               |  |               |     |               |  |   | (5   | ) |  |   | (30  | )
|Interest and other income (expense), net |  |               | 3   |               |  |               | 5    |               |  |   | 39   |   |  |   | 45   |  
|Income tax expense                       |  |               |    |               |  |               | (3   | )             |  |   |     |   |  |   |     |  
|                                         |  |               |     |               |  |               |      |               |  |   |      |   |  |   |      |  
|                                         |  | $             | (38 | )             |  | $             | (98  | )             |  | $ | (285 | ) |  | $ | (575 | )

8



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|8. |  | Work Force Reduction and Other
|-- |  | ------------------------------

During the first quarter of 2002, the Company announced and completed a
minor work force reduction. The Company recorded a restructuring charge of $25
related to the severance costs of 3 employees (2 non-senior level services
employees and 1 non-senior level research and development employee) and
relocation costs. As of June 30, 2003, these costs were paid.

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PowerCerv Corporation

Item 2. Management Discussion and Analysis or Plan of Operations(dollars in thousands)

Overview

On December 1, 2002, the Company completed the sale of substantially all
of its operating assets to PCV Acquisition, Inc., a subsidiary of ASA
International, Ltd (collectively referred to as ASA), a holding company of
vertical enterprise software solutions based in Framingham, Massachusetts.
This transaction was approved by PowerCervs shareholders on November 26, 2002.
In the future, the Company may merge with another operating company. Until
such a merger transaction is effected, there will be no significant expected
operations of PowerCerv.

Prior to December 1, 2002 the Company focused its resources, including
product development, marketing and sales efforts, on the needs and requirements
of small and medium size discrete manufacturing companies with annual revenues
between $5 million and $250 million in this market. In addition, PowerCerv
provided professional and business consulting services relating to its software
applications. The Company marketed its products and services throughout the
United States and also marketed its software products outside the United States
through distributors. PowerCerv Corporation and PowerCerv Technologies
Corporation are herein referred to as the Company.

This Quarterly Report on Form 10-QSB and any documents incorporated herein
by reference contain forward-looking statements that have been made pursuant to
the provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates and
projections about the Companys industry, managements beliefs and certain
assumptions made by the Companys management. Words such as anticipates,
expects, intends, plans, believes, seeks, estimates, variations of
such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions
that are difficult to predict; therefore, actual results may differ materially
from those expressed or forecasted in any such forward-looking statements.
Forward-looking statements include, without limitation, statements regarding
the extent and timing of future revenues and expenses and customer demand for
the Companys products and services as described in the Companys 2002 Annual
Report on Form 10KSB filed with the SEC on April 15, 2003, under Managements
Discussion and Analysis of Financial Condition and Results of Operations 
Plan of Operations  Forward-Looking Statements and Associated
Considerations; Fluctuations in Quarterly Activity and Results of
Operations; Competition; Economic and Market Condition Risks;
Lengthy Sales Cycle; Ability to Manage Change; Liquidity;
Availability of Consulting Personnel, Dependence on Product Development
and Associated Risks, Dependence on New Products; Dependence on
PowerBuilder® and others; Dependence on Proprietary Technology; Risks of
Third-Party Claims for Infringement; Expansion of Indirect Channels;
Potential for Channel Conflict; Voting Control by Management;
Dependence on Key Personnel; and Possible Volatility of Stock Price.
The Company assumes no obligation to update any such forward-looking statement.
It is important to note that the Companys actual results could differ
materially from those in such forward-looking statements.

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Results of Operations

The following table sets forth, for the periods indicated, certain financial
data regarding the Companys revenues derived from license fees and service
fees:

|                             |  |                             |   |                           |  |      |      |      |  |        |     |      |  |   |   |  |  |  |      |    |  |   |       |  
|---------------------------- |  | --------------------------- | - | ------------------------- |  | ---- | ---- | ---- |  | ------ | --- | ---- |  | - | - |  |  |  | ---- | -- |  | - | ----- | -
|                             |  | Three months ended June 30, |   | Six months ended June 30,
|                             |  |                             |   |                          
|Revenues                     |  | 2003                        |   | Change                    |  | 2002 |      | 2003 |  | Change |     | 2002
|                             |  |                             |   |                           |  |      |      |      |  |        |     |     
|License fees                 |  | $                           |  |                           |  |      | (100 | %)   |  | $      | 31  |      |  | $ |  |  |  |  | (100 | %) |  | $ | 260   |  
|Percentage of total revenues |  |                             |  |                           |  |      |      |      |  |        | 5   | %    |  |   |  |  |  |  |      |    |  |   | 16    | %
|                             |  |                             |   |                           |  |      |      |      |  |        |     |      |  |   |   |  |  |  |      |    |  |   |       |  
|Service fees                 |  | $                           |  |                           |  |      | (100 | %)   |  |        | 640 |      |  | $ |  |  |  |  | (100 | %) |  |   | 1,370 |  
|Percentage of total revenues |  |                             |  |                           |  |      |      |      |  |        | 95  | %    |  |   |  |  |  |  |      |    |  |   | 84    | %
|                             |  |                             |   |                           |  |      |      |      |  |        |     |      |  |   |   |  |  |  |      |    |  |   |       |  

License Fees. Prior to December 1, 2002, the Companys license fees were
derived from licensing the Companys application products. In addition, any
royalty fees earned were included in license fees. The Company established its
licensing fees using a tiered pricing approach based on the number of
concurrent servers and users. Source code licenses were available at an
additional cost.

License fees decreased 100% in the three and six-month periods ended June
30, 2003 compared to the same periods in 2002. The decrease was due to the
sale of the Companys operations to ASA.

Service fees.Prior to December 1, 2002, the Companys service fees
consisted of revenue from consulting, education and support and maintenance
services for the Companys application software licenses. Consulting services
were primarily provided on a time and materials basis, education services were
generally priced on a per-student basis and annual support and maintenance were
based on a percentage of related license fees.

Service fees decreased 100% in the three and six-month periods ended June
30, 2003 compared to the same periods in 2002 as a result of the sale to ASA.

Costs and Expenses

The following table sets forth, for the periods indicated, certain
financial data regarding the Companys costs associated with its license fees
and services:

|                        |  |                             |   |                           |  |      |      |      |  |        |     |      |  |   |   |  |  |  |      |    |  |   |     |  
|----------------------- |  | --------------------------- | - | ------------------------- |  | ---- | ---- | ---- |  | ------ | --- | ---- |  | - | - |  |  |  | ---- | -- |  | - | --- | -
|                        |  | Three months ended June 30, |   | Six months ended June 30,
|                        |  |                             |   |                          
|Cost of Revenues:       |  | 2003                        |   | Change                    |  | 2002 |      | 2003 |  | Change |     | 2002
|                        |  |                             |   |                           |  |      |      |      |  |        |     |     
|Cost of licenses        |  | $                           |  |                           |  |      | (100 | %)   |  | $      | 54  |      |  | $ |  |  |  |  | (100 | %) |  | $ | 126 |  
|Gross profit percentage |  |                             |  |                           |  |      |      |      |  |        | (74 | %)   |  |   |  |  |  |  |      |    |  |   | 52  | %
|                        |  |                             |   |                           |  |      |      |      |  |        |     |      |  |   |   |  |  |  |      |    |  |   |     |  
|Cost of services        |  | $                           |  |                           |  |      | (100 | %)   |  |        | 276 |      |  | $ |  |  |  |  | (100 | %) |  |   | 577 |  
|Gross profit percentage |  |                             |  |                           |  |      |      |      |  |        | 57  | %    |  |   |  |  |  |  |      |    |  |   | 58  | %
|                        |  |                             |   |                           |  |      |      |      |  |        |     |      |  |   |   |  |  |  |      |    |  |   |     |  

Cost of Licenses. Prior to December 1, 2002, the cost of licenses
consisted primarily of production costs, royalties associated with certain
modules of the Companys application products and the amortization of
intangible assets. The cost of license decreased 100% in the three and
six-month periods ended June 30, 2003 compared to the same periods in 2002 due
to the sale to ASA.

Cost of Services. Prior to December 1, 2002, the cost of services
consisted primarily of compensation and travel costs associated with providing
consulting, product support and maintenance, technical services and education.
The cost of services decreased 100% in the f three and six-month periods ended
June 30, 2003 compared to the same periods in 2002 as a result of the sale to
ASA.

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The following table sets forth, for the periods indicated, certain
financial data regarding the Companys operating expenses:

|                             |  |                             |    |                           |  |      |      |      |  |        |     |      |  |   |     |  |  |  |      |    |  |   |     |  
|---------------------------- |  | --------------------------- | -- | ------------------------- |  | ---- | ---- | ---- |  | ------ | --- | ---- |  | - | --- |  |  |  | ---- | -- |  | - | --- | -
|                             |  | Three months ended June 30, |    | Six months ended June 30,
|                             |  |                             |    |                          
|Operating Expenses:          |  | 2003                        |    | Change                    |  | 2002 |      | 2003 |  | Change |     | 2002
|                             |  |                             |    |                           |  |      |      |      |  |        |     |     
|General and administrative   |  | $                           | 41 |                           |  |      | (87  | %)   |  | $      | 319 |      |  | $ | 100 |  |  |  | (83  | %) |  | $ | 590 |  
|Percentage of total revenues |  |                             |   |                           |  |      |      |      |  |        | 48  | %    |  |   |    |  |  |  |      |    |  |   | 36  | %
|                             |  |                             |    |                           |  |      |      |      |  |        |     |      |  |   |     |  |  |  |      |    |  |   |     |  
|Sales and marketing          |  |                             |   |                           |  |      | (100 | %)   |  |        | 103 |      |  |   |    |  |  |  | (100 | %) |  |   | 318 |  
|Percentage of total revenues |  |                             |   |                           |  |      |      |      |  |        | 15  | %    |  |   |    |  |  |  |      |    |  |   | 20  | %
|                             |  |                             |    |                           |  |      |      |      |  |        |     |      |  |   |     |  |  |  |      |    |  |   |     |  
|Research and development     |  |                             |   |                           |  |      | (100 | %)   |  |        | 196 |      |  |   |    |  |  |  | (100 | %) |  |   | 455 |  
|Percentage of total revenues |  |                             |   |                           |  |      |      |      |  |        | 29  | %    |  |   |    |  |  |  |      |    |  |   | 28  | %
|                             |  |                             |    |                           |  |      |      |      |  |        |     |      |  |   |     |  |  |  |      |    |  |   |     |  

General and Administrative (G&A).G&A expenses primarily include
accounting, legal and related corporate expenses. The decrease in G&A expenses
for the three and six-month periods ended June 30, 2003, compared to the same
periods in 2002, resulted from the sale of the Companys operations to ASA.

Sales and Marketing. Prior to December 1, 2002, sales and marketing
expenses primarily consisted of compensation paid to sales and marketing
personnel; costs of marketing, including direct mail and telemarketing
activities; and related communications costs. Sales and marketing expense
decreased 100% for the three and six-month periods ended June 30, 2003 compared
to the same periods in 2002 due to the sale to ASA.

Research and Development(R&D). Prior to December 1, 2002, R&D costs
consisted primarily of compensation and related facilities expenses, software
and equipment costs associated with developing, maintaining and enhancing the
Companys products. Historically, the Company did not capitalize any internal
R&D costs as the costs incurred during the period between the point in time
that technological feasibility is established and a product is released to the
market were insignificant. R&D costs decreased 100% for the three and
six-month periods ended June 30, 2003 compared to the same periods in 2002 due
to the sale to ASA.

Work Force Reduction and Other Charges

During the first quarter of 2002, the Company announced and completed a
minor work force reduction. The Company recorded a restructuring charge of $25
related to the severance costs of 3 employees (2 non-senior level services
employees and 1 non-senior level research and development employee) and
relocation costs. As of June 30, 2003, these costs were paid.

Income taxes.

The Companys federal income tax returns for the years ended December 31,
1996 and 1995 were subject to a routine examination by the Internal Revenue
Service (IRS) that resulted in an assessment of approximately $66,000 of
federal tax. The Company recorded a charge for estimated federal and state
income tax and related interest costs upon receiving the notice of assessment
in 2000. During October 2002, the Company settled this matter with the IRS by
agreeing to pay an additional income tax liability of $63,000 plus applicable
interest through the date of payment. During April 2003, the Company received
a Statement of Adjustment from the IRS regarding the assessment totaling
$183,000. This settlement amount is consistent with the amount provided for
federal taxes and interest in an earlier period. The Company plans to continue
addressing this matter with the IRS in an effort to obtain a reduction in the
balance due; however there can be no assurance that the Company will be
successful.

Liquidity and Capital Resources

PowerCerv is dependent on identifying an acceptable merger candidate in
order to continue as a going concern. PowerCervs auditors have issued a
going concern opinion on the financial statements for the year ended December
31, 2002, indicating that the Company had current liabilities in excess of its
current assets and had sold its principal business assets on December 1, 2002
and ceased revenue generating activities on that date. These factors

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raise substantial doubt in PowerCervs ability to continue as a going concern.
If PowerCerv is unable to identify acceptable merger candidates, it is unlikely
that PowerCerv will remain as a viable going concern.

The following tables sets forth, for the periods indicated, certain
financial data regarding the Companys working capital balances, cash and cash
equivalents, cash used in operating activities, cash provided by investing
activities and cash provided by financing activities:

|                          |  |          |      |        |  |      |      |              |  |   |      |  
|------------------------- |  | -------- | ---- | ------ |  | ---- | ---- | ------------ |  | - | ---- | -
|                          |  | As of   
|                          |  |         
|                          |  | June 30, |      |        |  |      |      | December 31,
|                          |  | 2003     |      | Change |  | 2002
|                          |  |          |      |        |  |     
|Working capital deficit   |  | $        | (313 | )      |  |      | (116 | %)           |  | $ | (145 | )
|Cash and cash equivalents |  | $        | 60   |        |  |      | (76  | %)           |  | $ | 245  |  

Cash and cash equivalents decreased as of June 30, 2003, compared to
December 31, 2002, due to discontinued operations and losses for the period.

|                                            |  |                           |      |        |  |      |      |    |  |   |      |  
|------------------------------------------- |  | ------------------------- | ---- | ------ |  | ---- | ---- | -- |  | - | ---- | -
|                                            |  | For the                  
|                                            |  | Six months ended June 30,
|                                            |  |                          
|                                            |  | 2003                      |      | Change |  | 2002
|                                            |  |                           |      |        |  |     
|Cash flows used in operating activities     |  | $                         | (332 | )      |  |      | 54   | %  |  | $ | (718 | )
|Cash flows provided by investing activities |  |                           | 116  |        |  |      | (37  | %) |  |   | 183  |  
|Cash flows provided by financing activities |  |                           |     |        |  |      | (100 | %) |  |   | 131  |  

For the six-month period ended June 30, 2003, cash used by operating
activities totaled $332 due principally to no significant operations, resulting
losses for the period and the timing of payments and cash collections.

The Companys cash provided by investing activities totaled $116 and $183
for the six-month periods ended June 30, 2003 and 2002, respectively,
principally due to payments received on notes receivable.

The Companys cash provided by financing activities totaled $131 for the
six-month period ended June 30, 2002, due to payment received on notes
receivable of $85 associated with convertible preferred stock issued in 2001
and loans from officers of $46.

At June 30, 2003, the Companys primary source of liquidity consisted of
its cash and cash equivalents balance of $29.

To date, inflation has not had a material effect on the Companys
financial results. There can be no assurance, however, that inflation may not
adversely affect the Companys financial results in the future.

See Liquidity and Capital Resources and Forward Looking Statements and
Associated Considerations-Liquidity as set forth in the Companys 2002 Annual
Report.

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PowerCerv Corporation

Item 3. Controls and Procedures




ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of1934 (the
Exchange Act), the Company carried out an evaluation of the effectiveness of
the design and operation of the disclosure controls and procedures during the
period covered by this report. This evaluation was carried out under the
supervision and with the participation of the Companys Chairman. Based upon
that evaluation, the Chairman concluded that the disclosure controls and
procedures are effective in timely alerting management to material information
relating to the Company required to be included in our periodic SEC filings.
There have been no significant changes in the internal controls or in other
factors that could significantly affect internal controls subsequent to the
date the evaluation was carried out.

Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in the
Companys reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the Companys reports filed
under the Exchange Act is accumulated and communicated to the Chairman, to
allow timely decisions regarding required disclosure.

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PowerCerv Corporation




Part II. Other Information




Item 1. Legal Proceedings

The Company, in the normal course of business, may also be subject
to miscellaneous legal proceedings.




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------



| | 31.1 |  | Certification of Chairman under Rule 13a  14(a).            
| | ---- |  | -------------------------------------------------------------
|
| | 32.1 |  | Certification of Chairman pursuant to 18 U.S.C. Section 1350.



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

None

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##### Table of Contents



PowerCerv Corporation

Form 10-QSB

(for the quarterly period ended June 30, 2003)




Signatures

Pursuant to 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.

|                    |  |                                                                                                 
|------------------- |  | ------------------------------------------------------------------------------------------------
|                    |  | PowerCerv Corporation                                                                           
|                    |  |                                                                                                 
|Date: July 17, 2003 |  | /s/ Marc J. Fratello                                                                            
|                    |  |                                                                                                 
|                    |  | Marc J. Fratello                                                                                
|                    |  |                                                                                                 
|                    |  | Chairman, Principal Financial Officer and Principal
Accounting Officer
(Duly Authorized Officer)

16