UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

      |X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

      |_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

               For the transition period from _______ to _______

                         Commission file number 0-49783

                               TCI Solutions, Inc.
        (Exact name of small business issuer as specified in its charter)

               Delaware                                  33-0537151
       (State of incorporation)               (IRS Employer Identification No.)

                        17752 Skypark Circle, Suite 160,
                            Irvine, California 92614
                                 (949) 476-1122
          (Address and telephone number of principal executive offices)


      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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 |_|

      The number of shares outstanding of the registrant's Common Stock, $0.001
par value, was 12,819,263 as of November 10, 2003.


                                       1
<PAGE>


PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

                               TCI Solutions, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                      September 30,                 December 31,
                                          2003                         2002
                               ---------------------------  ---------------------------
<S>                                       <C>                           <C>

ASSETS
Current assets:
  Cash and cash equivalents               $      4,888,085              $     5,122,913
  Accounts receivable, net of
    allowances of $402,745
    at 9/30/03 and $399,835
    at 12/31/02                                  5,367,187                    8,382,414
  Prepaid expenses and other
    current assets                                 553,818                      644,486
                               ---------------------------  ---------------------------
    Total current assets                        10,809,090                   14,149,813
Property and equipment, net                      1,861,744                    1,572,539
Goodwill                                           529,031                      529,031
Other assets                                        19,765                       18,025
                               ---------------------------  ---------------------------
Total assets                              $     13,219,630              $    16,269,408
                               ===========================  ===========================
LIABILITIES AND
  STOCKHOLDERS'
  EQUITY
Current liabilities:
  Accounts payable                        $      1,034,725              $     1,261,394
  Accrued expenses                               1,092,576                    2,324,824
  Line of credit                                 1,622,822                    1,314,129
  Current portion of long-
    term debt                                        6,643                        6,643
  Deferred revenue                               1,798,403                      634,700
                               ---------------------------  ---------------------------
    Total current liabilities                    5,555,169                    5,541,690
                               ---------------------------  ---------------------------
  Long-term debt, net of
    current portion                                 24,175                       29,064
                               ---------------------------  ---------------------------
Commitments and
  contingencies


Stockholders' equity:
  Convertible preferred stock                   17,850,739                   17,850,739
  Common stock                                  37,479,292                   37,479,292
  Warrants to purchase
    common stock                                   178,129                      178,129
</TABLE>


                                       2
<PAGE>


<TABLE>
<CAPTION>

<S>                                       <C>                           <C>

  Accumulated deficit                         (47,867,874)                 (44,809,506)
                               ---------------------------  ---------------------------
    Net stockholders' equity                     7,640,286                   10,698,654
                               ---------------------------  ---------------------------
Total liabilities and
  stockholders' equity                    $     13,219,630              $    16,269,408
                               ===========================  ===========================
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                               TCI Solutions, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                             Three Months Ended               Nine Months Ended
                                                September 30,                     September 30,
                                   ----------------------------------  ----------------------------------
                                            2003           2002                2003           2002
<S>                                        <C>             <C>               <C>             <C>
Revenues:
             Software Licenses                 $906,191    $2,808,541          $4,753,216      $6,540,551
                   Maintenance                  997,585       814,048           2,991,274       2,462,245
                      Services                2,435,172     2,088,309           6,682,881       5,295,301
                         Other                  557,453       389,710           2,156,627       1,541,137
                                   ----------------------------------  ----------------------------------
                Total revenues                4,896,401     6,100,608          16,583,998      15,839,234
             Cost of revenues:
             Software Licenses                   25,100       152,052              98,972         405,655
                   Maintenance                  243,493       279,749             913,221         899,601
                      Services                1,368,417     1,118,142           4,031,696       3,028,580
                         Other                  473,246       202,818           1,514,301         830,342
                                   ----------------------------------  ----------------------------------
        Total cost of revenues                2,110,256     1,752,761           6,558,190       5,164,178

                  Gross profit                2,786,145     4,347,847          10,025,808      10,675,056

           Operating expenses:
           Product Development                  847,330       847,320           2,984,813       2,615,293
           Sales and marketing                1,618,604     2,107,034           5,523,287       6,555,464
    General and administrative                1,430,350     2,208,996           4,504,253       5,178,916
                                   ----------------------------------  ----------------------------------
      Total operating expenses                3,896,284     5,163,350          13,012,353      14,349,673
                                   ----------------------------------  ----------------------------------
          Loss from operations              (1,110,139)     (815,503)         (2,986,545)     (3,674,617)
   Other income (expense), net                 (46,202)        12,161            (71,823)          48,861
                                   ----------------------------------  ----------------------------------
      Loss before income taxes              (1,156,341)     (803,342)         (3,058,368)     (3,625,756)
    Provision for income taxes                       --            --                  --              --
                                   ----------------------------------  ----------------------------------
                      Net loss             $(1,156,341)    $(803,342)        $(3,058,368)    $(3,625,756)
</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>

<S>                                        <C>             <C>               <C>             <C>
                                   ==================================  ==================================
Net loss per share - basic and
                       diluted                  ($0.09)       ($0.06)             ($0.24)         ($0.28)
       Weighted average common
    shares outstanding - basic
                   and diluted               12,819,263    12,722,058          12,819,263      12,722,031
</TABLE>


     See accompanying notes to condensed consolidated financial statements.




                               TCI Solutions, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        Nine Months Ended
                                                          September 30,
                                      ------------------------------------------------------

                                              2003                         2002
                                      -------------------------  ---------------------------
<S>                                           <C>                          <C>

Operating activities
                         Net loss             $     (3,058,368)            $     (3,625,756)
Adjustments to reconcile net loss
    to net cash provided by (used
        in) operating activities:
    Depreciation and amortization                       448,848                      283,554
           Provision for doubtful
                         accounts                       420,000                      797,000
      Changes in operating assets
                 and liabilities:
              Accounts receivable                     2,595,227                  (3,546,789)
       Prepaid expenses and other
                   current assets                        90,668                    (181,720)
                     Other assets                       (1,740)                       70,597
                 Accounts payable                     (226,669)                    (716,002)
                 Accrued expenses                   (1,232,248)                      905,526
                 Deferred revenue                     1,163,703                    1,562,912
                                      -------------------------  ---------------------------
   Net cash provided by (used in)
             operating activities                       199,421                  (4,450,678)
Investing activities
        Purchases of property and
                        equipment                     (738,053)                    (740,878)
Financing activities
    Net proceeds from issuance of
                  preferred stock                             0                    4,476,204
     Proceeds from sale of common
                            stock                             0                          106
     Proceeds from line of credit                       500,000                            0
     Repayments on line of credit                     (191,307)                            0
  Principal payments on long-term
                             debt                       (4,889)                     (34,534)
                                      -------------------------  ---------------------------
   Net cash provided by financing
                       activities                       303,804                    4,441,776
                                      -------------------------  ---------------------------
    Net decrease in cash and cash
                      equivalents                     (234,828)                    (749,780)
</TABLE>



                                       4
<PAGE>


<TABLE>
<CAPTION>

<S>                                           <C>                          <C>
     Cash and cash equivalents at
              beginning of period                     5,122,913                    5,904,839
                                      -------------------------  ---------------------------
 Cash and cash equivalents at end
                        of period             $       4,888,085            $       5,155,059
                                      =========================  ===========================
</TABLE>



NONCASH INVESTING AND FINANCING ACTIVITIES:
During the nine months ended September 30, 2002, we entered into the following
noncash investing activities:

    Obtained $40,560 of equipment under capital lease arrangements.
    Converted $32,470 of accrued interest related to bridge loans to 64,940
    share of Series B preferred stock.
    Canceled warrants to purchase common stock with a recorded value of
    $285,865, resulting in an increase in preferred stock.
    Recorded warrants to purchase common stock with a recorded value of $29,238.


     See accompanying notes to condensed consolidated financial statements.



                               TCI Solutions, Inc.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  Nine Months Ended September 30, 2003 and 2002

1. Nature of Operations and Summary of Accounting Policies

The accompanying unaudited condensed consolidated financial statements included
herein have been prepared by us in conformity with accounting principles
generally accepted in the United States of America and pursuant to the rules and
regulations of the Securities and Exchange Commission (the SEC) for interim
financial information for reporting on Form 10Q-SB. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
Our unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in our Form 10-KSB for the year ended December 31, 2002.

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of our financial position,
results of operations and cash flows.

The results of operations for the three and nine months ended September 30,
2003, are not necessarily indicative of the results of operations that may be
reported for any other interim period or for the entire year ending December 31,
2003. The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements, as permitted by SEC rules
and regulations for interim reporting.

Reclassifications--Certain amounts previously reported have been reclassified to
conform with the presentation for the three and nine months ended September 30,
2003.

Revenue Recognition

We license software products under non-cancelable perpetual license agreements
and provide related services, including consulting and customer support. We
recognize revenue in accordance with SOP 97-2, Software Revenue Recognition, as
amended and interpreted by SOP 98-9, Modification of SOP 97-2,


                                       5
<PAGE>


Software Revenue Recognition, with respect to certain transactions, as well as
Technical Practice Aids issued from time to time by the American Institute of
Certified Public Accountants and guidance of Staff Accounting Bulletin ("SAB")
No. 101, Revenue Recognition in Financial Statements, which provides further
interpretive guidance for public reporting companies on the recognition,
presentation and disclosure of revenue in financial statements.

Software license revenue is recognized when a license agreement has been signed,
the software product has been delivered, there are no uncertainties surrounding
product acceptance, the fees are fixed and determinable and collection is
considered reasonably assured. If a software license contains an undelivered
element, the fair value of the undelivered element is deferred and the revenue
recognized once the element is delivered. Revenues attributable to undelivered
elements, including consulting services and post-contract support, are based on
the average sales price of those elements when sold separately. In addition, if
a software license contains customer acceptance criteria or a cancellation
right, the software revenue is recognized upon the earlier of customer
acceptance or the expiration of the acceptance period or cancellation right. We
do not offer rights of return. In certain cases, we do offer extended payment
terms to customers, which do not exceed one year from shipment.

Services are separately priced, are generally available from a number of
suppliers and are not essential to the functionality of our software products.
Services, which include project management, system planning, design and
implementation, customer configurations and training, are billed on an hourly
basis. Services revenue billed on an hourly basis is recognized as the work is
performed. Customer support services include post-contract support and the
rights to unspecified upgrades and enhancements, when and if available.
Maintenance revenues from ongoing customer support services are billed on an
annual basis with the revenue being deferred and recognized ratably over the
maintenance period.

Other revenue is recognized when the third-party hardware and software products
have been delivered and title has passed.

Basic and Diluted Net Income (Loss) Per Share

Net income (loss) per share is calculated in accordance with SFAS No. 128,
"Earnings Per Share." Under the provisions of SFAS No. 128, basic net income
(loss) per share is computed by dividing the net income (loss) for the period by
the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per share is computed by dividing net income (loss)
for the period by the weighted average number of common and common equivalent
shares outstanding during the period if their effect is dilutive. Common
equivalent shares of 55,080 and 55,380 for the three and nine months ended
September 30, 2003 and 2002 respectively, have been excluded from diluted
weighted average common shares as the effect would be anti-dilutive.

Stock-Based Compensation

We account for employee stock-based compensation in accordance with the
provisions of Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations and have adopted the
disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation.

SFAS No. 123, Accounting for Stock-Based Compensation, requires the disclosure
of pro forma net income (loss) had we adopted the fair value method. Under SFAS
No. 123, the fair value of stock-based awards to employees is calculated through
the use of option-pricing models, even though such models were developed to
estimate the fair value of freely tradable, fully transferable options without
vesting restrictions, which significantly differ from our stock option awards.
These models also require subjective assumptions, including expected life, which
greatly affect the calculated values. Our calculations were made using the
Black-Scholes option-pricing model (minimum value method) with the following
weighted-average assumptions: expected life of six years; stock volatility, 1%;
risk-free interest rates, 4.0% for the three and nine months ended September 30,
2003 and 2002, respectively; and no dividends during the expected term. Our
calculations are based on an option valuation approach, and


                                       6
<PAGE>


forfeitures are recognized as they occur. The effects of applying SFAS No. 123
in this pro forma disclosure are not necessarily indicative of future amounts.

Had compensation costs been determined based on the fair value of the options
and warrants at the grant dates consistent with the minimum value method of SFAS
No. 123, our net income (loss) would have been the following in the three and
nine months ended September 30, 2003 and 2002:


<TABLE>
<CAPTION>

                                                                                    2003             2002
<S>                                                                             <C>              <C>

Three months-ended September 30,
Net loss:
  As reported                                                                   $(1,156,341)     $  (803,342)
  Add: Total stock-based employee compensation expense
       determined under fair value based method for all awards, net of tax      $    (4,269)     $   (36,462)
                                                                                -----------      -----------
  Pro forma                                                                     $(1,160,610)     $  (839,804)
                                                                                ===========      ===========

Net loss per share--basic and diluted:
  As reported                                                                     ($0.09)          ($0.06)
  Pro forma                                                                       ($0.09)          ($0.07)

<CAPTION>

                                                                                    2003             2002
<S>                                                                             <C>              <C>

Nine months-ended September 30,
Net loss:
  As reported                                                                   $(3,058,368)     $(3,625,756)
  Add: Total stock-based employee compensation expense
       determined under fair value based method for all awards, net of tax      $    (7,584)     $  (109,386)
                                                                                -----------      -----------
  Pro forma                                                                     $(3,065,952)     $(3,735,142)
                                                                                ===========      ===========

Net loss per share--basic and diluted:
  As reported                                                                     ($0.24)          ($0.28)
  Pro forma                                                                       ($0.24)          ($0.29)
</TABLE>



New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS No. 146), which addresses financial accounting
and reporting for costs associated with exit or disposal activities. SFAS No.
146 supersedes EITF Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS No. 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF Issue No. 94-3, a liability for an exit cost
as defined in EITF Issue No. 94-3 was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 also establishes that the liability
should initially be measured and recorded at fair value. We adopted the
provisions of SFAS No. 146 effective January 1, 2003 and such adoption did not
have a material impact on our consolidated financial statements.

In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others. FIN


                                       7
<PAGE>


No. 45 elaborates on the disclosures to be made by the guarantor in its interim
and annual financial statements about its obligations under certain guarantees
that it has issued. It also requires that a guarantor recognize, at the
inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. We adopted the disclosure provisions of FIN
No. 45 during the fourth quarter of fiscal 2002 and the recognition provisions
of FIN 45 effective January 1, 2003. Such adoption did not have a material
impact on our consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation--Transition and Disclosure. SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods for
voluntary transition to SFAS No. 123's fair value method of accounting for
stock-based employee compensation. SFAS No. 148 also requires disclosure of the
effects of an entity's accounting policy with respect to stock-based employee
compensation on reported net income (loss) and earnings (loss) per share in
annual and interim financial statements. We adopted the provisions of SFAS No.
148 effective January 1, 2003 and have included the additional required
disclosures. Such adoption did not have a material impact on our consolidated
financial statements.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest
Entities. In general, a variable interest entity is a corporation, partnership,
trust or any other legal structure used for business purposes that either (a)
does not have equity investors with voting rights or (b) has equity investors
that do not provide sufficient financial resources for the entity to support its
activities. FIN No. 46 requires certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the investors do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The consolidation
requirements of FIN No. 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply to older
entities in the first fiscal year or interim period beginning after June 15,
2003. Certain of the disclosure requirements apply in all financial statements
issued after January 31, 2003, regardless of when the variable interest entity
was established. We adopted the provisions of FIN No. 46 effective February 1,
2003 and such adoption did not have a material impact on our consolidated
financial statements since we currently have no variable interest entities.

In May 2003, the FASB issued SFAS No.150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. The Statement
improves the accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. FASB No.150 requires that those
instruments be classified as liabilities in statements of financial position.
The Statement is effective for financial instruments entered into or modified
after May 31, 2003, otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. On June 15, 2003, we adopted SFAS No. 150
which had no material impact on our financial condition and results of
operations.



2.  Segment Information and Customer Concentration

Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by our
chief operating decision-maker, or decision-making group, in deciding how to
allocate resources and in assessing performance. Our operating segments are
managed separately because each segment represents a strategic business unit
that offers different products or services.

Our reportable operating segments include software licenses, maintenance,
services, and other. The software licenses operating segment develops and
markets our software products. The maintenance operating segment includes
after-sale support for software products. The services segment provides
fee-based training and implementation services related to our products. The
other segment represents third party hardware and software products.

We do not separately allocate operating expenses to these segments, nor do we
allocate specific assets to these segments. Therefore, segment information
reported includes only revenues, cost of sales, and gross profit, as this
information is the only information provided to the chief operating
decision-maker.


                                       8
<PAGE>


Operating segment data for the three and nine months ended September 30, 2003
and 2002 is as follows:


<TABLE>
<CAPTION>

                                               Software
                                               Licenses       Maintenance    Services       Other         Total
<S>                                            <C>           <C>           <C>           <C>           <C>

Three months-ended September 30, 2003
  Revenues                                     $   906,191   $   997,585   $ 2,435,172   $   557,453   $ 4,896,401
  Cost of revenues                                  25,100       243,493     1,368,417       473,246   $ 2,110,256
                                               -----------   -----------   -----------   -----------   -----------

    Gross profit                               $   881,091   $   754,092   $ 1,066,755   $    84,207   $ 2,786,145
                                               ===========   ===========   ===========   ===========   ===========


Three months-ended September 30, 2002
  Revenues                                     $ 2,808,541   $   814,048   $ 2,088,309   $   389,710   $ 6,100,608
  Cost of revenues                                 152,052       279,749     1,118,142       202,818     1,752,761
                                               -----------   -----------   -----------   -----------   -----------

    Gross profit                               $ 2,656,489   $   534,299   $   970,167   $   186,892   $ 4,347,847
                                               ===========   ===========   ===========   ===========   ===========


Nine months-ended September 30, 2003
  Revenues                                     $ 4,753,216   $ 2,991,274   $ 6,682,881   $ 2,156,627   $16,583,998
  Cost of revenues                                  98,972       913,221     4,031,696     1,514,301     6,558,190
                                               -----------   -----------   -----------   -----------   -----------

    Gross profit                               $ 4,654,244   $ 2,078,053   $ 2,651,185   $   642,326   $10,025,808
                                               ===========   ===========   ===========   ===========   ===========


Nine months-ended September 30, 2002
  Revenues                                     $ 6,540,551   $ 2,462,245   $ 5,295,301   $ 1,541,137   $15,839,234
  Cost of revenues                                 405,655       899,601     3,028,580       830,342     5,164,178
                                               -----------   -----------   -----------   -----------   -----------

    Gross profit                               $ 6,134,896   $ 1,562,644   $ 2,266,721   $   710,795   $10,675,056
                                               ===========   ===========   ===========   ===========   ===========
</TABLE>


We provide credit in the normal course of business to all credit worthy
customers. Three customers accounted for 54.3% and 37.1% of revenues for the
three and nine months ended September 30, 2003. One customer accounted for 31.7%
and 31.3% of revenues for the three and nine months ended September 30, 2002.
Approximately 42% of accounts receivable was due from two customers as of
September 30, 2003. All of our customers are in the retail industry.



3.  Credit Facility

On August 6, 2002, we entered into a $4,000,000 credit facility with a financial
institution comprised of a $1,000,000 equipment line of credit and a $3,000,000
revolving line of credit. Each advance under the equipment line of credit is
payable in 36 equal monthly installments, plus interest at 1.0% above the prime
rate (4.0% at September 30, 2003). The equipment line of credit expires in March
2006. The revolving line of credit expires in August 2004 and bears interest at
0.5% above the prime rate.

Borrowings under the revolving line of credit are limited to 80% of eligible
accounts receivable, as defined. As of September 30, 2003, available borrowings
under the revolving line of credit were approximately $1,526,400. We have
outstanding borrowings against our credit facility of $1,622,822 as of September
30, 2003, consisting of $149,251 under the equipment line of credit and
$1,473,600 under the revolving line of credit.


                                       9
<PAGE>


Borrowings under the credit facility are secured by substantially all of our
assets and we are required to comply with certain financial covenants and
conditions, including quick ratio percentages. As of September 30, 2003, we were
in compliance with all covenants included in the terms of the credit facility.

4.  Commitments and Contingencies

We lease certain facilities and equipment under agreements that expire at
various times through October 2007, which are accounted for as operating leases.

Future minimum lease payments under operating leases consist of the following:


    Year ending December 31:
    2003 (October 1 through December 31)       $217,398
    2004                                        814,060
    2005                                        825,916
    2006                                        695,243
    2007                                        145,690
                                            ------------
    Future minimum lease payments             $2,698,307
                                            ============

Guarantees and Indemnifications - During our normal course of business, we have
made certain indemnities, commitments and guarantees under which it may be
required to make payments in relation to certain transactions. These indemnities
include intellectual property indemnities to our customers in connection with
the sales of our products, indemnities to various lessors in connection with
facility leases for certain claims arising from such facility or lease, and
indemnities to our directors and officers. The duration of these indemnities,
commitments and guarantees varies and, in certain cases, is indefinite. The
majority of these indemnities, commitments and guarantees do not provide for any
limitation of the maximum potential future payments we could be obligated to
make. Generally, a maximum obligation arising out of these types of agreements
is not explicitly stated, and therefore, the overall maximum amount of these
obligations cannot be reasonably estimated. Historically, we have not been
obligated to make significant payments for these obligations and thus no
liabilities have been recorded for these obligations on our balance sheet at
September 30, 2003.

Litigation - In the normal course of business, we are subject to various legal
matters. In the opinion of management, the resolution of these matters will not
have a material adverse effect on our consolidated operations, cash flows and
financial position.


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation.

      This Quarterly Report on Form 10-QSB contains forward-looking statements
reflecting management's current forecast of our future. It is based on current
information that we have assessed but which, by its nature, is dynamic and
subject to rapid and even abrupt changes. Forward-looking statements include
statements regarding future operating results, liquidity, capital expenditures,
product development and enhancements, number of personnel, strategic
relationships with third parties, acquisitions and strategy. The forward-looking
statements are generally accompanied by words such as "plan," "estimate,"
"expect," "intend," "believe," "should," "would," "could," "anticipate," or
other words that convey the uncertainty of future events or outcomes. In
particular, we provide our outlook for revenues, gross profits, operating
expenses, and bad debt provision, in each case for either third quarter 2003 or
year 2003. Our actual results could differ materially from those stated or
implied by our forward-looking statements due to risks and uncertainties
associated with our business.


                                       10
<PAGE>


These risks are described throughout this Quarterly Report on Form 10-QSB, which
you should read carefully. We would particularly refer you to the section under
the heading "Certain Risks That May Affect Future Results" for an extended
discussion of the risks confronting our business. The forward-looking statements
in this Quarterly Report on Form 10-QSB should be considered in the context of
these risk factors.


Critical Accounting Policies

Our discussion and analysis of results of operation and financial condition are
based upon consolidated financial statements that we prepared in accordance with
generally accepted accounting principles of the United States of America.

We have identified the following policies as critical to the understanding of
our financial statements and results of operations. The impact and any
associated risks related to these policies on our business operations is
discussed throughout our Results of Operations and Financial Condition where
such policies affect our reported and expected financial results. For a detailed
discussion on the application of these and other accounting policies, see Note 1
in the Notes to Consolidated Financial Statements, which are included in our
Form 10-KSB for the year ended December 31, 2002. The preparation of our
financial statements requires us to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of our consolidated financial statements, and the
reported amounts of revenue and expenses during the reporting period. Actual
results may differ from those estimates.

Revenue recognition - We follow specific and detailed guidelines in measuring
revenue; however, certain judgments affect the application of our revenue
policy. Additionally, our revenue recognition determines the timing of certain
expenses such as commissions.

We license software under perpetual, non-cancelable agreements and provide
related services, including consulting and customer support. We recognize
revenue in accordance with Statement of Position 97-2 ("SOP 97-2"), Software
Revenue Recognition, as amended and interpreted by Statement of Position 98-9,
Modification of SOP 97-2, Software Revenue Recognition, with respect to certain
transactions, as well as Technical Practice Aids issued from time to time by the
American Institute of Certified Public Accountants. We follow the Securities and
Exchange Commission's guidance of Staff Accounting Bulletin No. 101 ("SAB 101"),
Revenue Recognition in Financial Statements, which provides further interpretive
guidance for public reporting companies on the recognition, presentation, and
disclosure of revenue in financial statements.

Software license revenue is recognized when a license agreement has been signed,
the software product has been delivered to the customer, there are no
uncertainties surrounding product acceptance, the fees are fixed and
determinable, and collection is considered probable. If a software license
contains an undelivered element, the fair value of the undelivered element is
deferred and the revenue recognized once the element is delivered. In addition,
if a software license contains customer acceptance criteria or a cancellation
right, the software revenue is recognized upon the earlier of customer
acceptance or the expiration of the acceptance period or cancellation right.

Professional services are separately priced, are generally available from a
number of suppliers, and are not essential to the functionality of our software
products. Professional services, which include project management, system
planning, design and implementation, customer configurations, and training, are
billed on both an hourly basis. Professional services revenue billed on an
hourly basis is recognized as the work is performed. Customer support services
include post contract support and the rights to unspecified upgrades and
enhancements. Maintenance revenues from ongoing customer support services are
billed on an annual basis with the revenue being deferred and recognized ratably
over the maintenance period.


                                       11
<PAGE>


Accounts Receivable - We typically extend credit to our customers. Software
licenses include payment terms ranging from 30 days to 12 months. Larger
software contracts typically include payment terms with installments due within
twelve months from the date of delivery. Billings for customer support and
professional services performed on a time and material basis are due on net
30-day terms. We estimate the probability of collection of the receivable
balances and provide an allowance for doubtful accounts based upon an evaluation
of our customers' ability to pay and general economic conditions. While our
losses have historically been within our estimates, we cannot guarantee that we
will continue to experience the same collection experience. A loss of any
significant customer could have a material adverse effect on our operations. We
expect that revenues from a limited number of new customers will continue to
account for a large percentage of total revenues in future quarters. If actual
bad debts are greater than the reserves calculated based on historical trends
and known customer issues, we may be required to record additional bad debt
expense which could have a material adverse impact on our results of operations
and financial position for the periods in which such additional expense occurs.

Income Taxes - We recognize deferred tax assets and liabilities based on the
differences between the financial statement carrying amounts and the tax bases
of assets and liabilities. We regularly review our deferred tax assets for
recoverability and establish a valuation allowance based on historical taxable
income, projected future taxable income and the expected timing of the reversals
of existing temporary differences. If we operate at a profit in the future and
generate sufficient future taxable income, we could be required to reverse the
current valuation allowance against the deferred tax assets, which would result
in a substantial decrease in our effective tax rate.

Overview

      We offer retailers a variety of integrated applications and professional
services to help enhance revenues, better manage their merchandise, pricing,
workforce, financial, customer functions and information systems at both
headquarters and store locations. Our architecture and data model provide
infrastructure capabilities that automate and support electronic data exchange
throughout the enterprise and supply chain.

Retail Information Systems News recognizes us as an industry leader, known for
producing high return on investment software that leads the competition in
meeting the overall expectations of our customers as reported in the December
2001 and December 2002 RIS News Survey "Retail Software Leader Board".

Significant Trends and Developments in Our Business

Economic Conditions in the Retail Industry. We believe that the difficult
economic conditions have affected the demand for our products in the United
States during 2002 and 2003 and an economic recovery may still be several months
away. We also believe that negative consumer confidence has inhibited economic
recovery in the United States and may continue for the foreseeable future. As a
result, we continue to be concerned about weak and uncertain economic
conditions, consolidations and the disappointing results of retailers. The
retail industry will be adversely impacted if negative consumer confidence and
economic conditions persist for an extended period of time. Weak and uncertain
economic conditions have in the past, and may in the future, negatively impact
our revenues, elongate our selling cycles, delay, suspend or reduce the demand
for our products and adversely impact our business, operating results and
financial condition. In addition, our customers' ability to pay for our products
or services could be impaired, and we may experience an increased number of
bankruptcy filings in our customer base.

New Products and Expanded Markets. We invested $3.0 million for the nine months
ended September 30, 2003 and $23.4 million since 1996 toward new product
development efforts. We have released enhanced versions of our core software
products for the past two years and expanded the breadth of our product
portfolio. Although we continue to focus on the "Tier 2" retail market, we have
recently experienced increased sales activity with "Tier 1" customers with
annual sales in excess of $2.5 billion, which we expect will contribute to
revenue in future periods. We believe our strategy of expanding our product
portfolio and increasing the scalability of our products has been the key
element in attracting "Tier 1"


                                       12
<PAGE>


customers and has resulted in a steady pattern of new customers licensing
multiple products as well as enhanced add-on selling opportunities in our
existing install base.


Three and Nine Months Ended September 30, 2003 Compared to Three and Nine Months
Ended September 30, 2002

Revenues consist of software license revenues maintenance, services and other
revenues, which represents 18.5%, 20.4%, 49.7% and 11.4%, respectively, of total
revenues for the three months ended September 30, 2003 compared to 46.0%, 13.4%,
34.2% and 6.4%, respectively, for the three months ended September 30, 2002.
Additionally, revenues from these sources represented 28.7%, 18.0%, 40.3%, and
13.0%, respectively, of total revenues for the nine months ended September 30,
2003 compared to 41.3%, 15.6%, 33.4%, and 9.7%, respectively, for the nine
months ended September 30, 2002. Total revenues for the three months ended
September 30, 2003 were $4.9 million, a decrease of $1.2 million, or 19.7%, from
the $6.1 million reported for the three months ended September 30, 2002.
Additionally, total revenues for the nine months ended September 30, 2003 were
$16.6 million, an increase of $745 thousand, or 4.7% over the $15.8 million
reported for the nine months ended September 30, 2002.

Product Revenues

Software Licenses. Software license revenue for the three and nine months ended
September 30, 2003 and 2002 decreased 67.7% and 27.3%, respectively, to $906
thousand and $4.8 million from $2.8 million and $6.5 million, respectively. The
decrease in software license revenue is primarily due to lower than planned
software license revenue production from our sales force and poor economic
conditions within the retail industry. Software license revenue represented
18.5% and 28.7%, of total revenues, for the three and nine months ended
September 30, 2003 compared to 46.0% and 41.3%, for the three and nine months
ended September 30, 2002.

Maintenance. Maintenance revenue for the three and nine months ended September
30, 2003 and 2002 increased 22.6% and 21.5%, respectively, to $1.0 million and
$3.0 million from $814 thousand and $2.5 million, respectively. The increase in
maintenance revenue primarily results from $10.4 million in new software
licenses sold for the fifteen-month period ended September 30, 2003, resulting
in an increase in the number of customers under maintenance contracts.
Maintenance revenue represented 20.4% and 18.0%, of total revenues, for the
three and nine months ended September 30, 2003 compared to 13.4% and 15.6%, for
the three and nine months ended September 30, 2002.

Services. Services revenue for the three and nine months ended September 30,
2003 and 2002 increased 16.6% and 26.2%, respectively, to $2.4 million and $6.7
million from $2.1 million and $5.3 million, respectively. The increases are
primarily a result of increased demand for our services and penetration into the
Tier 1 customer base. Implementations for Tier 1customers are typically longer
and require more services. Additionally, Tier 1customers require consulting
services in the areas of change management and business process re-engineering
and integration that result in greater services revenue. Services revenue
represented 49.7% and 40.3%, of total revenues, for the three and nine months
ended September 30, 2003 compared to 34.2% and 33.4%, for the three and nine
months ended September 30, 2002.

Other. Other revenue for the three and nine months ended September 30, 2003 and
2002 increased 43.0% and 40.0%, respectively, to $557 thousand and $2.2 million
from $390 thousand and $1.5 million, respectively. Other revenue results from
sales of value added hardware and third-party software solutions. The increase
in other revenue is attributed to increased sales of third party components.
Other revenue represented 11.4% and 13.0%, of total revenues, for the three and
nine months ended September 30, 2003 compared to 6.4% and 9.7%, for the three
and nine months ended September 30, 2002.


Gross Profit


                                       13
<PAGE>


Gross profit dollars for the three and nine months ended September 30, 2003 and
2002 decreased 35.9% and 6.1%, respectively, to $2.8 million and $10.0 million
from $4.3 million and $10.7 million, respectively. The decrease in gross profit
dollars is primarily from the decrease in software revenue of $1.9 million and
$1.8 million for the three and nine months ended September 30, 2003 and 2002,
respectively. Gross profit percent for the three and nine months ended September
30, 2003 and 2002 decreased 14.4% and 6.9%, respectively, to 56.9% and 60.5%
from 71.3% and 67.4%, respectively. The decrease in gross profit percentage for
the three and nine months ended September 30, 2003 and 2002 is primarily due to
a decrease of 32.9% and 16.3% respectively, in other revenue margin percentage
over the same period in the prior year, which is due to lower margins earned on
3rd party software and hardware sales.


Software License Margins. Software license margins for the three and nine months
ended September 30, 2003 and 2002 decreased 66.8% and 24.1%, respectively, to
$881 thousand and $4.7 million from $2.7 million and $6.1 million, respectively.
The decrease in software license margins for the three and nine months ended
September 30, 2003 is primarily due to decreased software sales through our
direct sales channel. The retail industry does not appear to have maintained its
level of investment in information technology during the current economic cycle.
Software license margins as a percentage of software license revenue were 97.2%
and 97.9% for the three and nine months ended September 30, 2003, compared to
94.6% and 93.8% for the three and nine months ended September 30, 2002.


Maintenance Margins. Maintenance revenue margins for the three and nine months
ended September 30, 2003 and 2002 increased 41.1% and 33.0%, respectively to
$754 thousand and $2.1 million from $534 thousand and $1.6 million,
respectively. Maintenance revenue margins as a percentage of maintenance revenue
were 75.6% and 69.5% for the three and nine months ended September 30, 2003,
compared to 65.6% and 63.5% for the three and nine months ended September 30,
2002. The increase in maintenance revenue margins as a percentage of maintenance
revenue for the three and nine months ended September 30, 2003 is primarily due
to an increase in maintenance revenue of 22.6%, or $184 thousand and 21.5%, or
$529 thousand over the same period in the prior year.


Services Margins. Services revenue margins for the three and nine months ended
September 30, 2003 and 2002 increased 10.0% and 17.0%, respectively, to $1.1
million and $2.7 million from $970 thousand and $2.3 million, respectively. The
increase in services revenue margins for the three and nine months ended
September 30, 2003 is primarily due to the increases in services revenue of
16.6% and 26.2%, respectively. The increases are primarily a result of improved
efficiencies in our implementation and an increase in our average billable rate
for engagements with our Tier 1 customer base. Tier 1customers require advanced
consulting services in the areas of change management, business process
re-engineering and integration that result in higher billing rates and greater
services revenue. Services revenue margins as a percentage of services revenue
were 43.8% and 39.7% for the three and nine months ended September 30, 2003,
compared to 46.5% and 42.8% for the three and nine months ended September 30,
2002. The decrease in services revenue margins as percentage of services revenue
for the three and nine months ended September 30, 2003 is primarily due to an
increase in salary and travel related expenses over the same periods in the
prior year, which is directly attributed to an increase in headcount.


Other Margins. Other revenue margins for the three and nine months ended
September 30, 2003 and 2002 decreased 54.9% and 9.6%, respectively, to $84
thousand and $642 thousand from $187 thousand and $711 thousand, respectively.
Other revenue margins as a percentage of other revenue were 15.1% and 30.0% for
the three and nine months ended September 30, 2003, compared to 48.0% and 46.1%
for the three and nine months ended September 30, 2002. The decrease in other
revenue margins as a percentage of other revenue for the three and nine months
ended September 30, 2003 is primarily due to lower margins earned on 3rd party
software and hardware sales over the same period in the prior year.


Operating Expenses

Operating expenses for the three and nine months ended September 30, 2003 and
2002 decreased 24.5% and 9.3%, respectively, to $3.9 million and $13.0 million
from $5.2 million and $14.3 million, respectively.


                                       14
<PAGE>


Operating expenses represented 79.6% and 78.5%, of total revenues, for the three
and nine months ended September 30, 2003 compared to 84.6% and 90.6%, for the
three and nine months ended September 30, 2002.

Product Development. Product development expenses for the three months ended
September 30, 2003 and 2002 remained flat. Product development expenses for the
nine months ended September 30, 2003 and 2002 increased 14.1% to $3.0 million
from $2.6 million, respectively. The increase in product development expense
primarily results from the addition of new employees hired to enhance and expand
our portfolio of software products. Product development expenses represented
17.3% and 18.0%, of total revenues, for the three and nine months ended
September 30, 2003 compared to 13.9% and 16.5%, for the three and nine months
ended September 30, 2002.

Sales and Marketing. Sales and marketing expenses for the three and nine months
ended September 30, 2003 and 2002 decreased 23.2% and 15.8%, respectively, to
$1.6 million and $5.5 million from $2.1 million and $6.6 million, respectively.
The decrease in sales and marketing expenses during the three and nine months
ended September 30, 2003 is primarily due to a decrease in salary and travel
related expenses, which is directly attributed to our focus on cost control. The
decrease in salary and travel related expenses is partially offset by an
increase in marketing related expenses for the three and nine months ended
September 30, 2003, which is due to a shift from an ad hoc marketing effort to a
more focused marketing effort. Sales and marketing expenses represented 33.1%
and 33.3%, of total revenues, for the three and nine months ended September 30,
2003 compared to 34.5% and 41.4%, for the three and nine months ended September
30, 2002.

General and Administrative. General and administrative expenses for the three
and nine months ended September 30, 2003 and 2002 decreased 35.3% and 13.0%,
respectively, to $1.4 million and $4.5 million from $2.2 million and $5.2
million, respectively. The decrease in general and administrative expenses
during the three and nine months ended September 30, 2003 is primarily due to a
decrease in bad debt expense. General and administrative expenses represented
29.2% and 27.2%, of total revenues, for the three and nine months ended
September 30, 2003 compared to 36.2% and 32.7%, for the three and nine months
ended September 30, 2002.


Liquidity and Capital Resources

We continue to finance our operations primarily through private sales of equity
securities. We had working capital of $5.3 million at September 30, 2003
compared with $8.6 million at December 31, 2002. Cash and cash equivalents at
September 30, 2003 were $4.9 million, a decrease of $235 thousand from the $5.1
million reported at December 31, 2002. Cash balances decreased in the nine
months ended September 30, 2003 primarily as a result of a net loss of $3.6
million recorded in the nine months ended September 30, 2003.

Operating activities provided cash of $199 thousand and used cash of $4.5
million, respectively, in the nine months ended September 30, 2003 and 2002.
Cash provided by operating activities in the nine months ended September 30,
2003 results primarily from a $2.6 million decrease in accounts receivable and
an increase in deferred revenue of $1.2 million, offset by a net loss for the
period of $3.1 million and a decrease in accrued expenses of $1.2 million. We
had net receivables of $5.4 million at September 30, 2003 compared to $8.4
million at December 31, 2002.

Investing activities used cash of $738 thousand in the nine months ended
September 30, 2003 and used cash of $741 thousand in the nine months ended
September 30, 2002. Cash used by investing activities in the nine months ended
September 30, 2003 results primarily from the purchase of capital expenditures.
We expect capital expenditures to be approximately $335 thousand for the
remainder of 2003, and such will be paid through existing cash and cash
equivalents.

Financing activities provided cash of $304 thousand and $4.4 million during the
nine months ended September 30, 2003 and 2002, respectively. The activity for
the period ending September 30, 2003,


                                       15
<PAGE>


primarily includes proceeds from the line of credit. The activity for the period
ending September 30, 2002 primarily includes proceeds from the sale of Series B
Convertible Preferred Stock.


We believe that our cash and cash equivalents, investments in marketable
securities, and funds generated from operations will provide adequate liquidity
to meet our anticipated operating requirements for at least the next twelve
months.

New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS No. 146), which addresses financial accounting
and reporting for costs associated with exit or disposal activities. SFAS No.
146 supersedes EITF Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS No. 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF Issue No. 94-3, a liability for an exit cost
as defined in EITF Issue No. 94-3 was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 also establishes that the liability
should initially be measured and recorded at fair value. We adopted the
provisions of SFAS No. 146 effective January 1, 2003 and such adoption did not
have a material impact on our consolidated financial statements.

In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others. FIN No. 45 elaborates on the
disclosures to be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. We adopted the disclosure provisions of FIN No. 45 during the fourth
quarter of fiscal 2002 and the recognition provisions of FIN 45 effective
January 1, 2003. Such adoption did not have a material impact on our
consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation--Transition and Disclosure. SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods for
voluntary transition to SFAS No. 123's fair value method of accounting for
stock-based employee compensation. SFAS No. 148 also requires disclosure of the
effects of an entity's accounting policy with respect to stock-based employee
compensation on reported net income (loss) and earnings (loss) per share in
annual and interim financial statements. We adopted the provisions of SFAS No.
148 effective January 1, 2003 and have included the additional required
disclosures. Such adoption did not have a material impact on our consolidated
financial statements.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest
Entities. In general, a variable interest entity is a corporation, partnership,
trust or any other legal structure used for business purposes that either (a)
does not have equity investors with voting rights or (b) has equity investors
that do not provide sufficient financial resources for the entity to support its
activities. FIN No. 46 requires certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the investors do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The consolidation
requirements of FIN No. 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply to older
entities in the first fiscal year or interim period beginning after June 15,
2003. Certain of the disclosure requirements apply in all financial statements
issued after January 31, 2003, regardless of when the variable interest entity
was established. We adopted the provisions of FIN No. 46 effective February 1,
2003 and such adoption did not have a material impact on our consolidated
financial statements since we currently have no variable interest entities.


                                       16
<PAGE>


In May 2003, the FASB issued SFAS No.150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. The Statement
improves the accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. FASB No.150 requires that those
instruments be classified as liabilities in statements of financial position.
The Statement is effective for financial instruments entered into or modified
after May 31, 2003, otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. On June 15, 2003, we adopted SFAS No. 150
which had no material impact on our financial condition and results of
operations.

Certain Risks That May Affect Future Results

Factors that May Impact Future Results of Operations
----------------------------------------------------


Investors evaluating our business should carefully consider the factors
described below and all other information contained in this Form 10-QSB. While
management is optimistic about our long-term prospects, any of the following
factors could materially harm our business, operating results and financial
condition. Additional factors and uncertainties not currently known to us or
that we currently consider immaterial could also harm our business, operating
results and financial condition. Investors could lose all or part of their
investment as a result of these factors.


Quarterly Fluctuations and Economic Conditions Could Impair Our Ability to
Execute Our Business Plan and Thereby, Negatively Impact Our Financial Condition
--------------------------------------------------------------------------------

Our quarterly operating results have fluctuated in the past and are expected to
continue to fluctuate in the future. Significant fluctuations in our quarterly
operating results may harm our business operations by making it difficult to
implement our budget and business plan. Factors, many of which are outside of
our control, which could cause our operating results to fluctuate include:

      o     the size and timing of customer orders, which can be affected by
            customer budgeting and purchasing cycles;
      o     the demand for and market acceptance of our software solutions;
      o     competitors' announcements or introductions of new software
            solutions, services or technological innovations;
      o     our ability to develop, introduce and market new products on a
            timely basis;
      o     customer deferral of material orders in anticipation of new releases
            or new product introductions;
      o     our success in expanding our sales and marketing programs;
      o     technological changes or problems in computer systems; and
      o     general economic conditions, which may affect our customers' capital
            investment levels.


Additionally, our market activity in target markets has increased in recent
years and we have made more large sales than in past periods. Because of this,
sales we expect to make in a particular period, that do not occur, or sales made
in a particular period that were not expected, can affect our results of
operations in a given period more so now than in the past when the size of the
average order was smaller. As a result of these and other factors,
period-to-period comparisons of financial results may not be meaningful.
Historical results of operations are not necessarily indicative of future
results, and interim results are not necessarily indicative of future annual
results. Although our primary market of grocery and drug store retailers may be
less susceptible to cyclical shifts in the economy, this segment of the retail
industry may experience downturns due to macroeconomic pressures that could, in
turn, have a material adverse effect on our business, results of operations or
financial condition.


Changes in Market Size and Dynamics Could Have a Material Adverse Effect on Our
Ability to Generate Sales and Our Future Prospects for Growth.
--------------------------------------------------------------------------------


                                       17
<PAGE>


The continuing weakness of the U.S. economy may have a long-lasting, detrimental
effect to the market for our products as retailers scale back on their
expenditures or are forced to go out of business. In addition, reductions or
allocations of retail Information Technology budgets, due to current economic
conditions could affect retailers' demand for our products. A significant
reduction in the number of customers or purchases made by customers as a result
of these conditions could have a material adverse effect on our sales and
prospects for growth.



Decreases in Demand From Grocery Retailers Will Hurt Our Ability to Generate
Revenues
--------------------------------------------------------------------------------

Historically, we have derived nearly 100% of our revenues from the licensing of
software products and the performance of related services to the grocery retail
industry. Our future growth is critically dependent on increased sales to
grocery and other retail sectors within the retail industry. The success of our
customers is directly linked to economic conditions in the retail industry,
which in turn are subject to intense competitive pressures and are affected by
overall economic conditions. In addition, we believe that the license of our
software products generally involves a large capital expenditure, which is often
accompanied by large-scale hardware purchases or commitments. As a result,
demand for our products and services could decline in the event of instability
or downturns such as that currently being experienced in the retail industry.
Such downturns may cause customers to exit the industry or delay, cancel or
reduce any planned expenditure for information management systems and software
products.


Consolidation in the Retail Industry and Weak Economic Conditions Could
Negatively Impact Revenues for Products and Services
--------------------------------------------------------------------------------

We also believe that the retail industry may be consolidating and that the
industry is, from time to time, subject to increased competition and weakening
economic conditions that could negatively impact the industry and our customers'
ability to pay for our products and services which have and could potentially
lead to an increased number of bankruptcy filings. Such consolidation and
weakening economic conditions have in the past, and may in the future,
negatively impact our revenues, reduce the demand for our products and may
negatively impact our business, operating results and financial condition.


The Industries Rapid Pace of Change Could Render our Technology Unmarketable and
Result in a Decrease in Revenue
--------------------------------------------------------------------------------


If we are unable to develop new software solutions or enhancements to our
existing products on a timely and cost-effective basis, or if new products or
enhancements do not achieve market acceptance, our sales may decline. The life
cycles of our products are difficult to predict because the market for our
products is characterized by rapid technological change and changing customer
needs. The introduction of products employing new technologies could render our
existing products or services obsolete and unmarketable.


In developing new products and services, we may:

      o     fail to respond to technological changes in a timely or
            cost-effective manner;
      o     encounter products, capabilities or technologies developed by others
            that render our products and services obsolete or noncompetitive or
            that shorten the life cycles of our existing products and services;
      o     experience difficulties that could delay or prevent the successful
            development, introduction and marketing of these new products and
            services; or
      o     fail to achieve market acceptance of our products and services.


Competition Could Seriously Impede Our Ability to Profitably Sell Our Solutions
-------------------------------------------------------------------------------


                                       18
<PAGE>


The markets for our software products are highly competitive. Competition could
seriously impede our ability to sell additional products and services on
favorable terms. Competitive pressures could reduce our market share or require
us to reduce prices, which could reduce our revenues and/or operating margins.
Many of our competitors have substantially greater financial, marketing or other
resources, and greater name recognition than us. In addition, these companies
may adopt aggressive pricing policies that could compel us to reduce the prices
of our products and services in response. Our competitors may also be able to
respond more quickly than we can to new or emerging technologies and changes in
customer requirements. Our current and potential competitors may:

      o     Develop and market new technologies that render our existing or
            future products obsolete, unmarketable or less competitive;
      o     Make strategic acquisitions or establish cooperative relationships
            among themselves or with other solution providers, which could
            increase the ability of their products to address the needs of our
            customers; and
      o     Establish or strengthen cooperative relationships with our current
            or future strategic partners, which could limit our ability to sell
            products through these channels.


Changes in Technology Could Render Our Products Obsolete and Negatively Impact
Our Results of Operations
--------------------------------------------------------------------------------

Technological changes in computer operating systems and hardware could render
our products obsolete or unmarketable and may require us to modify existing
applications to be marketable or develop new applications to be competitive with
products from competitors. These changes may cause us to have to make changes to
existing applications or to create new applications, resulting in additional
development and other costs beyond those currently anticipated. There can
provide no assurances that our software applications will be compatible with new
or modified operating systems or hardware, or that we will be able to modify its
applications or create new applications to keep pace with new or changed
operating systems or hardware that may be purchased by our customers. In
addition, if we are unable to modify existing applications or develop new
applications on a timely and cost effective basis, or if new applications or
enhancements do not achieve market acceptance, our sales may decline.


The Sales Cycle for Our RetailSuite Products is Long and Costly and May Not
Result in Revenues
--------------------------------------------------------------------------------

The licensing of our products is often an enterprise-wide decision by our
customers that involves a significant commitment of resources by the customer
and us. Prospective customers generally consider a wide range of issues and
competitive products before committing to purchase our products. These issues
may include product benefits, cost, time of implementation, ability to operate
with existing and future computer systems, ability to accommodate increased
transaction volume and product reliability. The period between initial contact
with a prospective customer and sale of our products and services varies, but
typically ranges from three months to twenty-four months. As part of the sales
process, we spend a significant amount of resources informing prospective
customers about the use and benefits of our products, and these sales efforts
may not result in a sale.


In instances where the terms of delivery for our software does not conform with
revenue recognition criteria, we record as deferred revenues, advance payments
from our customers. Since only a portion of our revenue each quarter is
recognized from deferred revenues, our quarterly results will depend primarily
upon entering into new contracts that generate revenues for that quarter. New
contracts may not result in revenues in the quarter in which the contract is
signed, and we may not be able to predict accurately when revenues from these
contracts will be recognized.


Generating the Appropriate Mix of Revenues from Software and Services is
Critical to Generating Acceptable Profit Margins and Operating Results
------------------------------------------------------------------------


                                       19
<PAGE>


Because our gross margins on product revenues (software licenses and maintenance
services) are significantly greater than our gross margins on services and
hardware, our combined gross margin has fluctuated from quarter to quarter, and
it may continue to fluctuate significantly based on revenue mix and service
utilization rates. Services revenues are to a significant extent dependent upon
new software license sales and effective utilization of professional service
resources. Although there can be no assurance, we expect that our utilization
rates and service margins will gradually improve if we experience a substantial
increase in demand for our software products. However, in the event that
software license revenues fail to meet our expectations or there is a decline in
demand for our software or services, our consulting service revenue would be
adversely impacted.


Expected Increases in Operating Expenses Could be Detrimental to our Financial
Condition and Results of Operations
------------------------------------------------------------------------------

We intend to significantly increase operating expenses as we:

      o     increase research and development activities;
      o     increase sales and marketing activities, including expanding our
            direct sales force;
      o     expand our distribution channels; and
      o     increase service activities.


We will incur expenses before we generate additional revenue from this increase
in spending. If we do not significantly increase revenue from these efforts, our
business and operating results could be seriously harmed.


We May Not be Able to Generate Positive Cash Flows or Profits Sufficient to
Sustain Our Operations
---------------------------------------------------------------------------


We have experienced net losses and negative cash flows from operating activities
for the last three fiscal years. Although our long-term business strategy is
intended to turn such net losses into net profits, net losses and negative cash
flows are expected to occur for at least the next year. In the long-term, if we
are unable to generate positive cash flows and net income, we may be required to
change our business plan and/or seek additional financing. If unsuccessful in
either case, we may be required to sell our assets, discontinue operations or
dissolve.


A Loss of Important Customers May Result in a Loss of Revenues
--------------------------------------------------------------

Three customers accounted for 54.3% and 37.1%, respectively, of revenues for the
three and nine months ended September 30, 2003. A loss of any significant
customer could have a material adverse effect on our operations. We expect that
revenues from a limited number of new customers will continue to account for a
large percentage of total revenues in future quarters. Our ability to attract
new customers will depend on a variety of factors, including the performance,
quality, features and price of our current and future products. A failure to add
new customers that make significant purchases of our products and services could
impair future revenues.

An Inability to Build Relationships with Systems Integrators Could Result in a
Damaged Reputation that could Negatively Impact Our Ability to Generate Future
Revenues
------------------------------------------------------------------------------


Systems integrators assist our customers with the installation and deployment of
our products, in addition to those of our competitors, and perform custom
integration of computer systems and software. In the future, we intend to
increase our reliance on system integrators to help customers with the
implementation of our products. If we are unable to develop and maintain
relationships with systems integrators, we would be required to hire additional
personnel to install and maintain products, which would result in lower margins
due to the higher expenses associated with systems integrators. Additionally, in
the event that


                                       20
<PAGE>


system's integrators are not able to provide an adequate level of services, we
may be required to deploy unexpected resources to provide integration services
and avoid potential damage to our reputation.


A Loss of Existing Resellers Could Harm Our Financial Position and Results of
Operation
-----------------------------------------------------------------------------

A portion of our product sales are driven or influenced by the recommendation of
marketing partners, consulting firms and other third parties. Our inability to
obtain the support of these third parties may limit our ability to penetrate
existing and targeted markets. These third parties are under no obligation to
recommend or support our products and could recommend or give higher priority to
the products and services of other companies or to their own products. A
decision by these companies to favor competing products could negatively affect
our software and service revenues.

If we are unable to establish relationships with marketing partners, we will
have to devote substantially more resources to the sales and marketing of our
products. In many cases, these parties have extensive relationships with our
existing and potential customers and influence the decisions of these customers.
A number of our competitors have long and established relationships with these
same systems integrators, and as a result, these marketing partners may be more
likely to recommend competitors' products and services.


If We Lose Key Personnel or are Unable to Attract and Retain Additional
Personnel, Our Ability to Grow Our Business Could be Harmed.
-----------------------------------------------------------------------

Our performance depends in large part on the continued performance of our
executive officers and other key employees, particularly the performance and
services of Lance Jacobs, Chief Executive Officer: Stephen DeSantis, Chief
Financial Officer, David Berg, our Chief Technology Officer and John Burwick,
our Chief Development Officer. We currently only maintain key-man term life
insurance on the life of Mr. Jacobs. All of our key personnel have employment
contracts with us. The contracts are generally described in Item 6, Executive
Compensation, in our Form 10-SB filed with the Security and Exchange Commission
(SEC) on April 30, 2002, as amended by Amendment No.1 to 10-SB filed with the
SEC on December 19, 2002 (see "Form 10-SB"). The loss of the services of these
executive officers or other significant employees could negatively impact our
business.


We must also attract, integrate and retain skilled sales, research and
development, marketing and management personnel. Competition for these types of
employees is intense, particularly in our industry. Failure to hire and retain
qualified personnel would harm our ability to grow the business.


If We Fail to Obtain Additional Capital, Should the Need Arise, Our Business
Could be Harmed
----------------------------------------------------------------------------

We have expended and will continue to expend substantial funds on the
development of our products and services. Consequently, we may require
additional funds to finance our operations. The precise amount and timing of our
funding needs cannot be determined at this time, and will depend upon a number
of factors, including the market demand for our products and services, the
progress of our development efforts and our management of cash, accounts payable
and other working capital items. There can be no assurance that if required by
us, funds will be available on terms satisfactory to us, if at all. If
additional funds are raised through the issuance of equity or convertible debt
securities, the percentage ownership of our existing stockholders will be
reduced, the existing stockholders may experience additional dilution and such
securities may have rights, preferences or privileges senior to those of the
holders of our common stock. An inability to obtain needed funding on
satisfactory terms may require us to terminate our operations and sell our
assets and dissolve. No assurances can be made that we will be able to obtain
financing for our future operations.


Shareholders Cannot Expect to be Able to Liquidate Any or All of Their
Investment
----------------------------------------------------------------------

No public market exists for our common stock. Common shareholders must be
prepared to hold their investment indefinitely and cannot expect to be able to
liquidate any or all of their investment even in case


                                       21
<PAGE>


of an emergency. All of our outstanding shares of common stock are subject to
rights of first refusal in our favor, pursuant to our bylaws. The right of first
refusal is triggered in the event a stockholder desires to sell or otherwise
transfer any shares of our stock to a third party upon which we will have 30
days from receipt of the notice of the proposed transaction to purchase all of
the shares proposed to be sold at the price and upon the terms proposed to be
sold. Certain exceptions exist to this right of first refusal including the
transfer of shares to members of a stockholder's immediate family or to a
trustee for the account of a stockholder or such stockholder's immediate family.


An Inability for Us to Protect Our Intellectual Property Rights Could Negatively
Impact Our Business and Operating Results
--------------------------------------------------------------------------------

We depend on our ability to develop and maintain the proprietary aspects of our
technology. To protect proprietary technology, we rely on a combination of
copyright, trade secret, patent and trademark laws, common law rights and
license agreements in attempting to protect these rights. We enact our rights
under these protections through contractual terms of our license agreements and
electronic software license files. We also seek to protect our software
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection.


Despite our efforts to protect our proprietary rights, unauthorized parties may
attempt to copy aspects of our products or obtain and use information that we
regard as proprietary. Policing unauthorized use of our products is difficult
and expensive. There can be no assurance that the steps taken by us to protect
our proprietary technology will be adequate to prevent misappropriation of our
technology or to provide an adequate remedy in the event of a breach by others.
In addition, the laws of some foreign countries do not protect our proprietary
rights to the same extent, as do the laws of the United States. We intend to
vigorously protect intellectual property rights through litigation and other
means. However, such litigation can be costly to prosecute and we cannot be
certain that we will be able to enforce our rights or prevent other parties from
developing similar technology, duplicating our products or designing around our
intellectual property.


Errors/Defects in Products and/or Integration Could Negatively Impact Our
Ability to Meet Our Customers Needs and Thereby, Negatively Impact Our Financial
Position and Results of Operations
--------------------------------------------------------------------------------


Our products are complex and, accordingly, may contain undetected errors or
failures when we first introduce them or as we release new versions. This may
result in loss of, or delay in, market acceptance of our products and could
cause us to incur significant costs to correct errors or failures or to pay
damages suffered by customers as a result of such errors or failures. In the
past, we have discovered software errors in new releases and new products after
their introduction. We have incurred costs during the period required to correct
these errors, although to date such costs, including costs incurred on specific
contracts, have not been material. We may in the future discover errors in new
releases or new products after the commencement of commercial shipping.


In addition, implementation of our products may involve customer-specific
configuration by third parties, or us and my involve integration with systems
developed by third parties. Errors in the product or integration process may not
be discovered until the implementation is complete.


Errors in our products may be caused by defects in third-party software
incorporated into our products. If so, we may not be able to fix these defects
without the cooperation of these software providers. Since these defects may not
be as significant to the software provider as they are to us, we may not receive
the rapid cooperation that it requires. We may not have the contractual right to
access the source code of third-party software and, even if we have the right to
access the source code, we may not be able to fix the defect. Our customers
could seek significant compensation from us for their losses resulting from
defects in our products. Even if unsuccessful, a product liability claim brought
against us could be time consuming and costly.


                                       22
<PAGE>


Infringement Claims May Result in Costly Litigation and We May Lose Customers
-----------------------------------------------------------------------------


We do not have any knowledge that our products infringe on the proprietary
rights of any other parties. However, there can be no assurance that other
parties will not assert infringement claims against us in the future with
respect to current or future products. Assertion of an infringement claim may
result in costly litigation or may require us to obtain license or royalty
agreements to use another party's intellectual property. There can be no
assurance that any such license or royalty agreement would be available on
reasonable terms, if available at all. The failure to resolve an infringement
claim could harm our ability to market and license our software products and
thus negatively affect the relationship with our existing customers and business
prospects. As the number of our software products in our segment of the software
industry increases and the functionality of these products increasingly
overlaps, we believe that software developers may become increasingly subject to
infringement claims. Any such claims, with or without merit, could be
time-consuming and expensive to defend.


Litigation Could be Costly and Impair our Results of Operations
---------------------------------------------------------------


We are not currently involved in any material litigation. Future litigation,
with or without merit, that we may become involved in could have a material
adverse effect on our business, results of operations or financial condition and
could result in significant expenses, even if we ultimately prevail in such
litigation.


Fluctuations in Our Operating Results Could Cause Investors to Lose All of Their
Investment and We Provide No Assurance of Future Share Values
--------------------------------------------------------------------------------


We provide no assurances regarding the value of our outstanding capital stock.
Investors in our capital stock may lose all or part of their investment in our
capital stock.


We Are Controlled by Institutional Investors Who May Not Act in the Best
Interests of Our Other Shareholders
-------------------------------------------------------------------------

Institutional investors hold 99.8% of our outstanding Series A Preferred Stock
and in excess of 95.8% of our outstanding Series B Preferred Stock. The
preferred stock votes on an as converted to common stock basis and the preferred
stock and common stock vote together as a single class. Currently, the
outstanding preferred stock held by institutional investors represents
approximately 73% of our outstanding capital stock on an as-converted basis. As
a result, the institutional investors, as a group, hold controlling interests in
us and will be able to make decisions in their own interest, which may not be in
the best interests of other stockholders. This would include decisions to sell
some or all of our assets, merge with another entity, commence an initial public
offering or dissolve. Our institutional investors have certain liquidation,
anti-dilutive and preemptive rights, which are senior to the rights of holders
of Common Stock, as more particularly described in Item 8, "Description of
Securities" of our Form 10-SB.

Item 3.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management, including
our Chief Executive Officer and Chief Financial Officer, conducted an evaluation
of the effectiveness of our disclosure controls and procedures as defined in
Exchange Act Rule 13a-15(e). Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective to ensure that material information is recorded,
processed, summarized and reported by our management on a timely basis in order
to comply with our disclosure obligations under the Securities Exchange Act of
1934 and the rules promulgated there under.

Changes in Internal Controls


                                       23
<PAGE>


There have been no significant changes in our internal controls, or in other
factors that could significantly affect our internal controls (including any
corrective actions with regard to significant deficiencies and material
weaknesses), subsequent to the date our Chief Executive Officer and Chief
Financial Officer completed their evaluation.


                                       24
<PAGE>


                          PART II -- OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders.

We held our Annual Meeting of Shareholders on September 5, 2003 at which our
shareholders elected six directors and ratified the appointment of Deloitte &
Touche LLP as independent auditors for the fiscal year ending December 31, 2003.

The following individuals were elected as directors and received the number of
votes indicated below:

Name of Nominee          Votes For             Against               Abstentions
---------------          ---------             -------               -----------

Lance C. Jacobs          45,517,410            357,258               0

James E. Houlihan III    26,111,560            0                     0

Todd G. Gardner          5,801,886             0                     0

Donald L. Jans           45,517,410            357,258               0

John E. Josephson        45,517,410            357,258               0

Mark T. Koulogoerge      26,111,560            0                     0

Daniel Raynor            5,801,886             0                     0


For the ratification of Deloitte & Touche LLP as our independent auditors,
45,517,410 votes were cast in favor, 357,258 votes were cast against and there
were no abstentions.

Item 6.   Exhibits and Reports on Form 8-K

(a)     Exhibits

Exhibit No.     Name and/or Identification of Exhibit

3.1*            Fourth Amended and Restated Certificate of Incorporation of TCI
                Solutions, Inc.

3.2*            Bylaws of TCI Solutions, Inc. and Amendments thereto

4.1*            Amended and Restated Stockholders Agreement dated December 21,
                2001 among TCI Solutions, Inc. and the Stockholders listed on
                Schedule I thereto

4.2*            First Amendment to Amended and Restated Stockholders Agreement
                dated April 10, 2002 among TCI Solutions, Inc. and the
                Stockholders listed on Schedule I thereto

4.3*            Second Amendment to Amended and Restated Stockholders Agreement
                dated April 10, 2002, among TCI Solutions, Inc. and the
                Stockholders listed on Schedule I thereto.

4.4*            Second Amended and Restated Registration Rights Agreement dated
                April 10, 2002 among TCI Solutions, Inc. and the persons
                identified on Schedule I thereto

4.5*            Management Rights Letter in favor of InnoCal II, L.P. dated
                December 21, 2001

4.6*            Management Rights Letter in favor of Productivity Fund IV dated
                December 21, 2001

4.7**           Warrant to Purchase a 125,000 shares of Common Stock of TCI
                Solutions, Inc. in favor of Comerica Bank-California dated
                August 6, 2002

10.1*           Purchase and Sale Agreement dated February 20, 2001 between
                Total Control Information, a California limited partnership (now
                TCI Solutions, Inc.) and Fidelity Funding Business Credit, Ltd.
                d/b/a USA Funding, Limited

10.2**          Loan and Security Agreement dated August 6, 2002 between TCI
                Solutions, Inc. and Comerica Bank, N.A.

10.3+           Software License Agreement dated November 29, 2000 between TCI
                Solutions, Inc. and Fleming Companies, Inc.

10.4*           Employment Agreement dated September 1, 1998 between TCI
                Management, Inc. (now TCI Solutions, Inc.) and Lance Jacobs

10.5*           Employment Agreement dated September 1, 1998 between TCI
                Management, Inc. (now TCI Solutions, Inc.) and Stephen DeSantis

10.6*           Employment Agreement dated September 1, 1998 between TCI
                Management, Inc. (now TCI Solutions, Inc.) and David Auerbach

10.7*           Employment Agreement dated September 1, 1998 between TCI
                Management, Inc. (now TCI Solutions, Inc.) and David Berg

10.8*           2001 Equity Incentive Plan of TCI Solutions, Inc. and Amendments
                thereto

10.9*           2001 Non-Employee Directors' Stock Option Plan of TCI Solutions,
                Inc.

10.10*          1993 Equity Incentive Plan of TCI Management, Inc. (now TCI
                Solutions, Inc.)


                                       25
<PAGE>


10.11*          1993 Non-Employee Directors' Stock Option Plan of TCI
                Management, Inc. (now TCI Solutions, Inc.)

10.12**         Agreement and Release dated June 24, 2002 with David Auerbach,
                as amended by Amendment dated September 26, 2002.

31.1            Section 302 Certification of Chief Executive Officer

31.2            Section 302 Certification of Chief Financial Officer

32.1***         Section 906 Certification of Chief Executive Officer.

32.2***         Section 906 Certification of Chief Financial Officer

*Incorporated by reference to the registrant's Form 10-SB, filed with the
Commission on April 30, 2002.

**Incorporated by reference to the registrant's Quarterly Report on Form 10-QSB
filed on November 14, 2002.

+ Incorporated by reference to Amendment No. 1 to the registrant's Form 10-SB
filed with the Commission on December 19, 2002. Certain portions have been
redacted pursuant to a request for confidential treatment previously filed with
the Commission.

*** Pursuant to Commission Release No. 33-8238, this certification will be
treated as "accompanying" this Quarterly Report on Form 10-QSB and not "filed"
as part of such report for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of Section 18 of the Exchange Act and this
certification will not be deemed to be incorporated by reference into any filing
under


                                       26
<PAGE>


the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent that the registrant specifically incorporates it by reference.


(b)     Reports on Form 8-K

The registrant did not file any reports on Form 8-K during the fiscal quarter
ended September 30, 2003.


                                       27
<PAGE>


                                    SIGNATURE

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




                                               TCI SOLUTIONS, INC.


Dated: November 13, 2003                   By: /s/ Lance C. Jacobs
                                               ------------------------------
                                               Lance C. Jacobs
                                               Chief Executive Officer

Dated: November 13, 2003                 By:   /s/ Stephen P. DeSantis
                                               ------------------------------
                                               Stephen P. DeSantis
                                               Chief Financial Officer


                                       28