================================================================================

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

                                 ---------------

                                   FORM 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


          For the quarter ended                 Commission File Number
            September 30, 2002                          0-12969

                         TOUCHSTONE SOFTWARE CORPORATION
             (Exact name of registrant as specified in its charter)


             Delaware                                         95-3778226
  (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                        Identification No.)


        1538 Turnpike St., North Andover, Massachusetts          01845
           (Address of principal executive offices)            (Zip Code)


                                 (978) 686-6468
              (Registrant's telephone number, including area code)

                                      None
                     (Former name, former address and former
                    fiscal year, if changed since last report)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  [X]  No  [ ]

     The number of shares of Common Stock of the Registrant outstanding as of
November 11, 2002, was 11,440,060 shares.
================================================================================
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

                                      INDEX
                                                                           Page
                                                                          Number
PART I.   Financial Information

ITEM 1.   Financial Statements
          Consolidated Balance Sheet - September 30, 2002...................3
          Consolidated Statement of Operations - Three Months
            Ended September 30, 2002 and September 30, 2001
            and Nine Months Ended September 30, 2002 and
            September 30, 2001..............................................4
          Consolidated Statements of Cash Flows - Nine Months
            Ended September 30, 2002 and September 30, 2001.................5
          Notes to Consolidated Financial Statements.......................6-10

ITEM 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations.....................................11-16

ITEM 4.   Controls and Procedures..........................................17

PART II.  Other Information................................................17

ITEM 1.   Legal Proceedings................................................17

ITEM 6.   Exhibits and Reports on Form 8-K.................................17

Signatures.................................................................18

Certifications............................................................19-20

                                        2
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. Financial Statements
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2002
                                   (unaudited)


ASSETS
------
Current assets:
       Cash and cash equivalents..............................      $    23,024
       Investments marketable securities......................          348,400
       Accounts receivable, net...............................           18,067
       Inventories............................................           31,126
       Prepaid expenses and other current assets..............            6,661
                                                                    -----------
              Total current assets............................          427,278

Note receivable, related party................................           96,783
Investments, other............................................          220,500
Property, and equipment, net..................................           27,692
                                                                    -----------
                                                                    $   772,253
                                                                    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
       Current Maturities of Long-Term Debt...................      $    30,126
        Accounts payable......................................          253,686
       Accrued payroll and related expenses...................           58,926
       Other accrued expenses.................................           45,052
                                                                    -----------
              Total current liabilities........................         387,790
                                                                    -----------
Long Term Debt net of Current Maturities......................           18,667
                                                                    -----------
              Total liabilities...............................          406,457
                                                                    -----------

Shareholders' equity:
       Preferred stock, $.001 par value, 3,000,000 shares
          authorized, none issued or outstanding
       Common stock, $.001 par value, 20,000,000 shares
          authorized, issued and outstanding,
          11,440,060 (2002)...................................           11,440
       Accumulated other comprehensive loss...................         (314,600)
       Additional paid-in capital.............................       20,979,684
       Deferred compensation..................................          (44,434)
       Accumulated deficit....................................      (20,266,294)
                                                                    -----------
              Total shareholders' equity......................          365,796
                                                                    -----------
                                                                    $   772,253
                                                                    ===========

              The accompanying notes are an integral part of these
                        consolidated financialstatements.

                                        3
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE><CAPTION>
                                                           Three Months Ended             Nine Months Ended
                                                       ---------------------------   ---------------------------
                                                       September 30,  September 30,  September 30,  September 30,
                                                           2002           2001           2002           2001
                                                       ------------   ------------   ------------   ------------
(unaudited)
Revenues:
<S>                                                    <C>            <C>            <C>            <C>
     Product sales..................................   $    441,192   $    373,779   $  1,355,969   $  1,256,650
     Royalty income.................................         23,789         25,696        105,675        118,479
                                                       ------------   ------------   ------------   ------------
        Net revenues................................        464,981        399,475      1,461,644      1,375,129
Cost of revenues....................................         50,507         51,443        176,315        131,835
                                                       ------------   ------------   ------------   ------------
        Gross profit................................        414,474        348,032      1,285,329      1,243,294
                                                       ------------   ------------   ------------   ------------

Operating expenses:
     Sales, marketing, general and administrative...        246,324        349,058        831,160      1,242,202
     Research and development.......................        129,938        119,152        394,975        375,433
         Total operating expenses...................        376,262        468,210      1,226,135      1,617,635
                                                       ------------   ------------   ------------   ------------
Income (Loss) from operations.......................         38,212       (120,178)        59,194       (374,341)

Realized loss on sale of investments................            --         (82,213)           --        (162,368)
Impairment loss on Investment                              (176,500)           --        (176,500)      (159,070)
Other Income (expense), net net.....................            222        (21,313)        26,458        (14,550)
                                                       ------------   ------------   ------------   ------------
Loss before provision for income taxes..............
                                                           (138,066)      (223,704)       (90,848)      (710,329)
Provision for from income taxes.....................            --             --           7,057          2,168
                                                       ------------   ------------   ------------   ------------
Net Loss............................................       (138,066)      (223,704)       (97,905)      (712,497)
                                                       ============   ============   ============   ============

Loss per share, basic and diluted...................   $      (0.01)  $      (0.02)  $      (0.01)  $      (0.06)

Weighted average shares outstanding, basic
  and diluted.......................................     11,440,060     11,440,060     11,440,060     11,440,060
                                                       ============   ============   ============   ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        4
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE><CAPTION>
                                                            Nine months ended
                                                       September 30,  September 30,
                                                           2002           2001
Cash flows from operating activities:                  ------------   ------------
     <S>                                               <C>            <C>
     Net Loss.......................................   $    (97,905)  $   (712,497)
     Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation.................................         15,516         16,942
       Amortization of deferred compensation........          1,350         95,459
       Provision for doubtful accounts..............          3,351         38,251
       Loss on investments, net.....................         176500        321,438
       Accounts receivable..........................         (5,972)       109,869
       Inventories..................................          1,576         (8,596)
       Prepaid expenses and other current assets....         (3,208)        61,171
       Accounts payable.............................        (53,142)        12,046
       Deferred revenue.............................            --         (76,613)
       Accrued liabilities..........................        (64,200)       (97,987)
                                                       ------------   ------------
         Net cash used in operating activities......        (26,134)      (240,517)
                                                       ------------   ------------

Cash flows from investing activities:
     Sale of investments............................            --         209,593
     Repayments on Notes Receivable, related party..         64,373            --
                                                       ------------   ------------
         Net cash provided by investing activities..         64,373        209,593
                                                       ------------   ------------

Cash flows from financing activities:
     Payment on long-term debt......................        (21,549)      (438,379)
     Restricted cash released.......................            --         500,000
         Net cash provided by (used in)
           financing activities.....................        (21,549)        61,621
                                                       ------------   ------------

Net increase in cash and cash equivalents...........         23,024         30,697
Cash and cash equivalents, beginning of period......            --          12,890
                                                       ------------   ------------
Cash and cash equivalents, end of period............   $     23,024   $     43,587
                                                       ------------   ------------

Supplemental disclosure of cash
  flow information:
     Cash paid during the period for:
              Interest..............................   $      4,401   $     22,199
                                                       ------------   ------------
              Income taxes..........................   $      7,057   $      2,168
                                                       ------------   ------------
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        5
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF OPERATIONS. TouchStone Software Corporation and subsidiaries
("TouchStone" or the "Company") markets, and supports a line of computer
problem-solving utility software and supporting products and engineering
services which simplify personal computer installation, support, and
maintenance. TouchStone operates from one location in the United States. The
Company markets its products, domestically and internationally, directly to
original equipment manufacturers and end users.

     PRINCIPLES OF CONSOLIDATION. The 2002 consolidated financial statements of
the Company include the financial statements of the Company's four wholly-owned
subsidiaries; eSupport.com, Inc., TouchStone Investments, Inc., TSC Investments,
LLC, Unicore Software, Inc, (Inactive). All inter-company transactions and
balances have been eliminated.

     BASIS OF PRESENTATION. The accompanying unaudited financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission regarding interim financial reporting.
Accordingly, they do not include all of the information and footnotes in
accordance with generally accepted accounting principles for complete financial
statements and should be read in conjuction with the audited financial
statements included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2001. In the opinion of management, the accompanying
unaudited financial statements contain all adjustments necessary for fair
presentation of the Company's financial position, results of operations and cash
flows at the dates and for the periods presented.

The operating results for the period ended September 30, 2002 are not
necessarily indicative of the results to be expected for the full year.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has suffered recurring operating losses, has an
accumulated deficit of $20,266,294 at September 30, 2002, and is largely
dependent on its investment portfolio to fund future operating losses, and
accordingly, is subject to a number of risks. Principally among these risks are
marketing of its products and services, which are susceptible to competition
from other companies, obsolescence of its products and services and the
volatility in the value of the Company's investment portfolio on which it is
dependent to fund its short-term operating cash deficits. These factors, among
others, raise substantial doubt about the Company's ability to continue as a
going concern at September 30, 2002. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Although operating results have begun to stabilize, Management continues to
closely monitor operations. Management's ongoing reorganization plan provides
for additional staff reductions as needed in non-core operating and support
functions, limitations on corporate travel and a further realignment of senior
management responsibilities as necessary; all aimed toward reducing operating
costs to levels commensurate with current revenues. The Company has also
renegotiated certain contracts and agreements in order to improve its short-term
cash flow. In order to meet its cash requirements over the next twelve months,
management expects to supplement cash flow benefits expected from these
initiatives, by liquidating its marketable securities classified as available
for sale, as necessary. Other additional sources of financing, including
additional private debt or equity capital, are being explored, along with
seeking merger candidates with whom the Company has substantial synergies.

CASH AND CASH EQUIVALENTS. The Company considers temporary liquid investments
with an original maturity of three months or less to be cash equivalents.

INVESTMENTS. The Company accounts for marketable securities under Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (SFAS 115). SFAS 115 establishes the accounting and
reporting requirements for all debt securities and for investments in equity
securities that have

                                        6
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

readily determinable fair values. All marketable securities must be classified
as one of the following: held-to-maturity, available-for-sale, or trading. Under
SFAS 115, marketable security investments classified as available for sale are
carried at fair value, with unrealized holding gains and losses, reported as a
separate component of shareholders' equity. The Company accounts for held to
maturity and nonmarketable investments using the cost method. Realized gains and
losses from the sale of investments are determined on a specific identification
basis.

ACCOUNTS RECEIVABLE. An allowance for doubtful accounts is provided for those
accounts receivable considered to be uncollectible, based upon historical
experience and management's evaluation of outstanding accounts receivable at the
end of the year. At September 30, 2002 the allowance for doubtful accounts was
$4,846.

INVENTORIES. Inventories are stated at the lower of first-in, first-out cost, or
market, and consist mainly of finished goods, media, and packaging supplies.

PROPERTY AND EQUIPMENT. Property and equipment is stated at cost and depreciated
using the straight-line method based on the estimated useful lives of the assets
(two to five years). Leasehold improvements are amortized over the shorter of
the useful life or the life of the related lease.

LONG-LIVED ASSETS. The Company evaluates long-lived assets under Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of" (SFAS 121). This
statement requires that long-lived assets and certain identifiable intangibles
be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell. In August 2001, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS 144). This statement supersedes SFAS 121. However, it retains the
fundamental provisions of Statement 121 for (a) recognition and measurement of
the impairment of long-lived assets to be held and used and (b) measurement of
long-lived assets to be disposed of by sale. Management has assessed the
implementation and determined that there is no significant impact on the
consolidated financial statements of the Company.

GOODWILL AND INTANGIBLES. Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142) establishes new guidance on
how to account for goodwill and intangible assets after a business combination
is completed. Among other things, it requires that goodwill and certain other
intangible assets will no longer be amortized and will be tested for impairment
at least annually and written down only when impaired. This statement will apply
to existing goodwill and intangible assets, beginning with fiscal years starting
after December 15, 2001. Management has determined there will be no impact on
its results of operations or financial position resulting from the adoption of
SFAS 142 because the Company has not entered into any business combinations
since that time and the Company currently has not recorded any goodwill or
intangible assets.

REVENUE RECOGNITION. Product sales are recorded at the time products are
shipped. The Company incurs shipping, packaging and holding costs which are
recorded in costs of revenue.

RESEARCH AND DEVELOPMENT. Research and development expenses resulting from the
design, development, and testing of new software and software maintenance and
enhancement costs are expensed as incurred, until technological feasibility has
been established and costs are considered recoverable. Thereafter, certain costs
such as coding and testing are capitalized in accordance with Statement of
Financial Accounting Standards No. 86, "Accounting for Costs of Computer
Software to be Sold, Leased or Otherwise Marketed" (SFAS 86), until the product
is available for sale. During the third quarter of 2002, no software has been
substantially completed concurrently with the establishment of technological
feasibility; and, accordingly, no costs have been capitalized.

                                        7
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ADVERTISING COSTS. The Company expenses advertising costs as incurred.
Advertising expense was approximately $12,400 and $4,000 for the quarters ended
September 30, 2002 and 2001, respectively.

INCOME TAXES. The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109), which
requires the recognition of deferred tax assets and liabilities at tax rates
expected to be in effect when these balances reverse. Future tax benefits
attributable to temporary differences are recognized to the extent that
realization of such benefits is more likely than not.

STOCK-BASED COMPENSATION. The Company accounts for stock-based employee
compensation arrangements using the intrinsic value method of accounting
prescribed in accordance with Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees". The Company provides proforma
disclosures of net income (loss) and income (loss) per share as required under
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). SFAS 123 encourages, but does not require companies to
recognize compensation expense for grants of stock, stock options, and other
equity instruments based on the fair value method of accounting. The Company
accounts for stock options granted to consultants, independent representatives
and other non-employees in accordance with SFAS No. 123 and EITF 96-18,
"Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services. In March 2000, the
FASB issued FASB Interpretation No. 44, "Accounting for Certain Transactions
Involving Stock Compensation - an Interpretation of APB Opinion No. 25" ("FIN
44"). FIN 44 is generally effective for transactions occurring after July 1,
2000 but applies to certain transactions dating back to December 15, 1998. The
Company believes the adoption of FIN 44 did not have a material impact on the
Company's financial position or results of operation.

EARNINGS PER SHARE. Pursuant to Statement of Financial Accounting Standards No.
128, "Earnings Per Share" (SFAS 128), the Company provides dual presentation of
"Basic" and "Diluted" EPS, replacing "Primary" and "Fully diluted" EPS formerly
under Accounting Principals Board ("APB") Opinion No. 15. Basic EPS excludes
dilution from common stock equivalents and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution from
common stock equivalents, similar to fully diluted EPS, but uses only the
average stock price during the period as part of the computation.

FAIR VALUE OF FINANCIAL INSTRUMENTS. The recorded amounts of financial
instruments, including cash equivalents, investments, accounts and notes
receivable, accounts payable, accrued liabilities and deferred revenues,
approximate their fair value because of the short maturity of these instruments.
The fair value of the Company's long-term debt approximates its carrying value.

USE OF ESTIMATES. The preparation of the Company's consolidated financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions. Such estimates and assumptions
affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the periods then ended. Actual results
could differ from management's estimates.

COMPREHENSIVE INCOME. In 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). This
statement establishes standards for the reporting and display of comprehensive
income and its components in the financial statements. Comprehensive income, as
defined, includes all changes in equity during a period from non-owner sources.
Examples of items to be included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustment and

                                       8
<page>
                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

unrealized gains and losses on available-for-sale securities. For the three
month period ended September 30, 2002 the total comprehensive loss was
$(106,866) as compared to a loss of ($305,026) for the same period the prior
year. For the nine month period ended September 30, 2002 the total comprehensive
income was $60,695 as compared to a loss of ($714,173) for the same period last
year. The difference between net income (loss) and comprehensive income (loss)
is unrealized gains or (losses) on marketable securities.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. In 2001, the
Company adopted Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" (SFAS 133). This statement
requires companies to record derivatives on the balance sheet as assets or
liabilities, measured at fair value. Gains or losses resulting from changes in
the values of those derivatives will be reported in the statement of operations
or as a deferred item, depending on the use of the derivatives and whether they
qualify for hedge accounting. The key criterion for hedge accounting is that the
derivative must be highly effective in achieving offsetting changes in fair
value or cash flows of the hedged items during the term of the hedge. Management
has determined there will be no impact on its results of operations or financial
position resulting from the adoption of SFAS 133 because the Company currently
does not hold derivative instruments.

REVENUE RECOGNITION IN FINANCIAL STATEMENTS. In December 1999, the Securities
and Exchange Commission ("SEC") issued Staff Accounting Bulletin 101, "Revenue
Recognition in Financial Statements" ("SAB 101") which provides guidance related
to revenue recognition based on interpretations and practices followed by the
SEC. SAB 101A was released on March 24, 2000 and deferred the effective date to
no later than the second fiscal quarter beginning after December 15, 1999. In
June 2000, the SEC issued SAB 101B which delays the implementation date of SAB
101 until no later than the fourth fiscal quarter of fiscal years beginning
after December 15, 1999. SAB 101 requires companies to report any changes in
revenue recognition as a cumulative change in accounting principle at the time
of implementation in accordance with Accounting Principles Board Opinion No. 20,
"Accounting Changes". Management has assessed the implementation and determined
that there is no significant impact on the consolidated financial statements of
the Company.

RECENTLY ISSUED ACCOUNTING STANDARDS. In June 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 141,
"Business Combinations" (SFAS 141). SFAS 141 provides new guidance on the
accounting for a business combination at the date a business combination is
completed. Specifically, it requires use of the purchase method of accounting
for all business combinations initiated after June 30, 2001, thereby eliminating
use of the pooling-of-interest method.

2. EARNINGS (LOSS) PER SHARE

The Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share," ("EPS") which replaces the presentation of "primary"
earnings per share with "basic" earnings per share and the presentation of
"fully diluted" earnings per share with "diluted" earnings per share. All
previously reported EPS amounts have been restated based on the provisions of
the new standard. Basic EPS amounts are based upon the weighted average number
of common shares outstanding. Diluted EPS amounts are based upon the weighted
average number of common and common equivalent shares outstanding. Common
equivalent shares include stock options using the treasury stock method. Common
equivalent shares are excluded from the calculation of diluted EPS in loss
years, as the impact is anti-dilutive. There was no difference between basic and
diluted EPS for each period presented. At September 30, 2002, the number of
outstanding stock options and warrants were 994,450. The number of shares used
in computing EPS is as follows:
                                                           For the Three Months
                                                            Ended September 30,
                                                         -----------------------
                                                            2002         2001
                                                         ----------   ----------
Weighted average number of shares outstanding basic:     11,440,060   11,440,060

Weighted average number of shares outstanding diluted:   11,440,060   11,440,060

                                        9
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

3. NOTE RECEIVABLE - RELATED PARTY

     During 2000, TSC Investments, LLC entered into an agreement to advance up
to $500,000 to Metro Investments, LLC ("Metro"), to invest in internet-based
companies. Metro is owned 100% by Pierre Narath, the Company's Chairman and
Jason Raza, the Company's President and Chief Executive Officer. The advances
are supported by a 5-year promissory note. The terms of the note require
interest to accrue at the rate of 12% per annum payable monthly, beginning
January 2002. The note is secured by 100% of the investments held by Metro.
Proceeds from the sale of any of the underlying investments must be used to pay
outstanding principal and interest. All outstanding principal and interest is
due December 31, 2004.

     During 2001, the Board of Directors approved an amendment to the note. In
consideration of the contribution by Nr. Narath and Mr. Raza of their 20%
interest in TSC investments, LLC to TSC Investment Inc. and Metro's commitment
to accelerate repayment of the note as evidence by a payment of $20,000 which
was received during October 2001, the Company agreed to reduce the rate of
interest from 12% to 8% per annum, effective November 1, 2001. During the nine
months ended September 30, 2002 aggregate payments of $70,706 including $6,334
of accrued interest have been made by Mr. Narath and Mr. Raza.

     To date advances under this agreement amounted to $350,000 plus
total accrued interest of $41,489, of which $294,706 has been repaid through
September 30, 2002.

4. IMPAIRMENT LOSS ON INVESTMENTS

     For marketable and non-marketable investments, the Company regularly
reviews the assumptions underlying the operating performance and cash flow
forecasts in assessing carrying value and or impairment value of each
investment. At September 30, 2002, the Company has concluded that the decline in
one of its investments is other than temporary. Accordingly, the Company has
recorded a realized loss of $176,500 on its non-marketable investments for the
period ended September 30, 2002.

                                       10
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     TouchStone Software Corporation, Inc. and its consolidated subsidiaries,
("TouchStone" or "the Company") is a provider of system management software,
which includes basic input/output ("BIOS") software upgrades, personal computer
("PC") diagnostics for personal computers and embedded systems. System
management software is one of the fundamental layers in any microprocessor-based
system (including PCs) architecture and provides an essential interface between
the systems's operating software and hardware. Organized in 1982 as a California
corporation, the Company reincorporated in Delaware in January 1997. The
Company's executive offices are located at 1538 Turnpike Street, North Andover,
Massachusetts 01845, and its telephone number is (978) 686-6468.

     We are the world's oldest and largest provider of BIOS Upgrades with over
12 years of unparalleled excellence in the industry. Not only are we the oldest
and largest BIOS Upgrade Company, but we are also the exclusive authorized BIOS
upgrade company and support center for Phoenix Technologies, Inc. (NASDAQ PTEC)
AwardBIOS. For many years, we have enjoyed our relationships with the world's
leading Motherboard Manufacturers and our engineering team works closely with
all of these companies to ensure that we have the latest code to include with
our BIOS Upgrades. It is because of our experience, knowledge and expertise that
we believe that we can upgrade the BIOS on any PC and have long enjoyed the
reputation of being the source for BIOS Upgrades.

     In January 2000, the Company formed eSupport.com, Inc. (a New Hampshire
Corporation), a wholly-owned subsidiary, which currently conducts the day to day
operations. The Companys core product is the BIOS, which is the software
initially executed after the system is turned on, tests and initializes hardware
components, initiates the operating system and then provides advanced interface
functions. BIOS software upgrades allow end-users of desktop PCs to extend the
life of their systems and reduce the overall ownership cost of a PC. During the
past several years, eSupport has grown into a full-service engineering company
supplying not only BIOS software upgrades, but also PC diagnostics software and
NRE (non-recurring engineering) services to both end-users and OEM customers. As
the evolution of software and hardware has become more complex, the need for
compatibility has increased in importance. eSupport believes that its experience
and customer focus allow it to quickly identify solutions and market products
compatible with the array of operating systems, application programs, utilities
and hardware products available.

     eSupport's customers include primarily end-users, enterprises such as a
majority of Fortune 500 corporations, government agencies, major educational and
financial institutions, designers and manufacturers of motherboards, PC systems
and other microprocessor-based or embedded devices. eSupport markets and
licenses its products and services worldwide.

INDUSTRY OVERVIEW

During the last decade, the personal computer industry has grown rapidly -
fueled most recently by the Internet. The Company believes that the market will
continue to expand in the future as technological advances and increased
functionality, combined with lower pricing, will increasingly make personal
computers common for use in both homes and businesses. Future changes in the
operating systems that run personal computers may contain some of the
functionality of certain utility software of the kind marketed by the Company.
The software industry, including the utility market, is increasingly being
dominated by a few very large competitors. However, the Company believes that
the complexities created by the Internet, multimedia and connectivity utilizing
enhanced video, storage, animation, and audio capabilities will continue to
drive the demand for new, sophisticated, separately installed utility software
and BIOS upgrades.

                                       11
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

PRODUCTS AND SERVICES

Our revenue is derived from two principal sources:  software products and
engineering services.

eSupport.com currently offers the following products:

--------------------------------------------------------------------------------
Product Title                 Description
--------------------------------------------------------------------------------
BIOS                          The BIOS is the control center of any PC or
Upgrade Solutions             compatible. Without a properly functioning one,
                              the operating system will not run correctly,
                              devices will not configure, and the system will
                              fail. The Company's BIOS upgrades solutions (known
                              as firmware), allow end-users to keep their
                              systems current by enabling the latest technology,
                              such as large drive support, increased RAM size,
                              processor upgrades, etc. Once the BIOS upgrade is
                              installed the operating system (Windows, Linux,
                              etc) will then be able to manage new technology
                              add-ons.

CheckIt PE(R) 7.0             CheckIt 7.0 Portable Edition is a modular PC
Portable Edition              testing and diagnostics tool expressly designed
                              for computer manufacturers, resellers and repair
                              centers. Designed to meet the requirements of
                              demanding professional users, it brings the power
                              of a professional testing laboratory to anyone who
                              installs, checks, develops, refurbishes, or
                              repairs PC hardware. CheckIt 7.0 PE was developed
                              for use by PC manufacturers and after-market
                              professionals - at varying levels and with varying
                              technical requirements. TouchStone is licensed by
                              Smith Micro Software, Inc. to resell this product.

CardWare(R)6.0                CardWare enables PCs and other electronic devices
                              to recognize, install, configure and operate
                              peripheral devices that comply with PCMCIA
                              standards. CardWare provides a number of benefits
                              over traditional PC Card software, including the
                              efficient use of system memory, greater
                              portability, ease of maintenance and a more
                              modular design. CardWare can be tailored to an
                              OEM's needs to work with the OEM's power
                              management and plug and play specifications.
                              CardWare is also available in a single user
                              version. A software development kit is available
                              for designers who wish to use our tools to help
                              design their PC Card products. CardWare was
                              designed to operate with Windows NT4.0, DOS & OS/2
                              solutions. TouchStone is licensed by APSoft, Inc
                              to offer this product for resale.

ISA/PCI POSTcard              The ISA and PCI Postcard is a plug-in diagnostic
                              card to aid MIS professionals and PC end-users
                              alike to determine the causes of their system
                              failures. It requires no operating system to run
                              and works on any PC or compatible. The ISA
                              POSTcard can be plugged into any XT, AT, ISA or
                              EISA compatible expansion slot and the PCI
                              POSTcard can be plugged into and PCI expansion
                              slot and in seconds POSTcard is displaying test
                              results, often pinpointing the exact bad
                              component. The POSTcard V3 user's manual lists the
                              BIOS POST codes of all major BIOS vendors.

                                       12
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

Services

eSupport.com currently offers the following services:

--------------------------------------------------------------------------------
Service                       Description
--------------------------------------------------------------------------------
BIOS Engineering              TouchStone is a full-service engineering company
and OEM Services              with software and hardware engineers that have
                              extensive experience in BIOS development, embedded
                              designs, and all aspects of the system management
                              software design and development. As an independent
                              authorized distributor of Award/Phoenix,
                              TouchStone has access to the very latest source
                              code and development techniques.

Results of Operations

     The following is a preliminary discussion of the financial condition and
results of operations of the Company as of September 30, 2002 and September 30,
2001 and should be read in conjunction with the accompanying consolidated
financial statements and notes thereto and the Company's audited consolidated
financial statements and notes thereto for the year ended December 31, 2001,
included in the Company's Annual Report on Form 10-KSB and is qualified in its
entirety by reference thereto.

     The following table sets forth, for the periods indicated certain
consolidated statement of operations information as a percentage of the
Company's total revenues represented by each item. The Company's historical
results are not necessarily indicative of results in any future period.
<TABLE><CAPTION>

                                                Three      Three      Nine       Nine
                                               Months     Months     Months     Months
                                                ended      ended      ended      ended
                                               Sept 30,   Sept 30,   Sept 30,   Sept 30,
                                                 2002       2001       2002       2001
     Revenues:                                   ----       ----       ----       ----

        <S>                                      <C>        <C>        <C>        <C>
         Product sales                            95%        94%        93%        91%
         Royalty income                            5          6          7          9
     Total revenues                              100        100        100        100
     Cost of revenues                             11         13         12         10
     Gross profit                                 89         87         88         90
     Operating expenses:
         Sales, marketing, general and
            Administrative                        53         87         57         90
         Research and development                 28         30         27         27
                 Total operating expenses         81        117         84        117
     Income (loss) from operations                 8        (30)         4        (27)
                                               ----------------------------------------
     Realized loss on sale of investments         --        (21)        --        (12)
     Impairment Loss                             (38)        --        (12)       (11)
     Other income (loss), net                     --         (5)         2         (1)
     Loss before provision for income taxes
                                                 (30)       (56)        (6)       (51)
     Provision for income taxes                   --         --          1         --
     Net loss                                    (30)%      (56)%       (7)%      (51)%
                                               ========================================
</TABLE>
                                       13
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

     COMPARISON OF THREE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001

REVENUES. The Company's revenues consist of product sales, royalties and
engineering services revenues. Product revenues are recorded at the time
products are shipped. Royalty income is recognized upon receipt of a royalty
report from the licensor. Engineering services revenue generally consists of
amounts charged for customization of the software prior to delivery and are
generally recognized as the services are performed and are included in product
revenue. Product revenues increased $67,413 for the three month period ended
September 30, 2002 as compared to the same period a year ago. The increase in
revenue is a result of management's continued focus on the BIOS upgrade
business. It is also due to a more aggressive approach to marketing and selling
our Diagnostic Card products line. Royalty revenue decreased by approximately
$1,900 or 8% as compared to a year ago. This decrease is a result of a decrease
in sales by the Company's customer who pay royalties for the use of our
technology. For the quarter ended September 30, 2002 the Company experienced an
overall increase in revenues of 16% as compared to the same period a year ago.

COST OF REVENUES. Cost of revenues consists of the cost of materials, freight
expenses, and royalties paid to other software development companies. Cost of
revenues as a percentage of revenue decreased to 11% for the three month period
ended September 30, 2002, as compared to 13% of revenues for the same period of
the prior year, in part from number of BIOS downloads being sold this year. The
Company's ability to sell BIOS upgrades in a download version sent to the
customer via email has resulted in lower per unit material cost. Another factor
to the decrease in cost of revenues is a reduction in prices of the third party
products the Company is selling on a test basis. Also contributing to the
reduction in cost of revenues is a decrease in our per unit cost of shipping.
Rates with our shipping carrier were renogiated and lower rates were put in
effect August 2002.

SALES, MARKETING, GENERAL AND ADMINISTRATIVE. Sales, marketing, general and
administrative expenses consist primarily of sales salaries & commissions,
professional services and facilities costs. Sales, marketing, general and
administrative expenses decreased by approximately $102,700, or 29%, for the
three month period ended September 30, 2002, from the same period of the prior
year due primarily from a reduction in administrative and executive staff and
salaries, a reduction in travel related costs, along with various cost cutting
measures related to professional fees and outside services such as co-location
services for the Company's data servers.

RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of
engineering personnel and related expenses. Research and development expenses
increased by approximately $10,800 or 9%, for the three month period ended
September 30, 2002 from the same period of the prior year primarily due to the
addition of an engineer who had previously been working on a consulting basis as
needed. This engineer is dedicated to web development for the Company on a
permanent basis.

IMPAIRMENT LOSS ON INVESTMENTS. The Company has concluded that the decline in
fair value of one of its investments, Fatpipe, is other than temporary.
Accordingly, the Company has recorded a realized loss of $176,500 on this
investment.

OTHER INCOME,(EXPENSE), NET. Other income, (expense) net consists of interest
income associated with the related party note and interest expense associated
with the settlement note.

LIQUIDITY AND CAPITAL RESOURCES

     During the nine month period ended September 30, 2002, the Company used
cash resources of $26,134 for operating activities as compared to $241,000 in
the same period one year ago.

The Company's cash balance at September 30, 2002 was $23,000 as compared to
$44,000 a year ago. Investments in short-term marketable securities totaled
$348,400 at September 30, 2002, as compared to $104,000 a year ago. This
increase is due to a $0.94 per share increase in the fair-market value of the
260,000 share held in PartsBase Inc.

Working capital increased from a $214,000 deficit at September 30, 2001 to
working capital of approximately $39,500 at September 30, 2002. During the
quarter ended September 30, 2002 three payments were made on the debt related to
the settlement agreement with a former CEO, in the amount of $7,290. The
remaining outstanding balance as of September 30, 2002 was $48,793 and is
scheduled to be repaid through April 2004.

                                       14
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

     Management's ongoing reorganization plan provided for additional staff
reductions in non-core operating and support functions, limitations on corporate
travel and a realignment of senior management responsibilities, as necessary
during Q2 of 2002, all aimed toward reducing operating costs to levels
commensurate with current revenues.

     The Company continued cost reduction measures during Q3. Positions in the
fianncial department have been replaced to bring salaries in line with the
Company's operating activity. The Company has also reduced its sales force from
seven to six. These changes are expected to result in a cost savings of
approximately $75,000 per year.

     In order to meet its cash requirements over the next twelve months,
management expects to supplement cash flow benefits expected from these
initiatives, by liquidating its marketable securities classified as available
for sale, as necessary. Other additional sources of financing, including
additional private debt or equity capital are being explored, along with seeking
merger candidates with whom the Company has substantial synergies.

     The Company continues to operate with no material commitments for capital
expenditures. Costs have been reduced to a level which is in line with our
current revenue levels. The Company will continue to monitor expenses to stay at
this level, making changes as determined necessary.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements contained in this Annual Report on Form 10-KSB,
including information with respect to future business plans, constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act. Statements contained herein
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "anticipates," "believes,"
"plans," "expects," and similar expressions are intended to identify
forward-looking statements. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results or outcomes to differ materially from those described or
implied in such forward-looking statements.

     o    that we will continue to enter reseller and original equipment
          manufacturer relationships;
     o    that we anticipate our gross margins may increase;
     o    that we currently anticipate that our available cash resources will be
          sufficient to meet our anticipated needs for working capital and
          capital expenditures for at least the next year;

     We caution investors that there are a number of important factors that
could cause our results to differ materially from those indicated by such
forward-looking statements. These factors include those set forth below in the
"Factors that May Affect Future Results and Market Price of Stock" and elsewhere
throughout this report.


        FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK

     Until this year the Company had suffered recurring operating losses, has an
accumulated deficit of $20,266,294, at September 30, 2002, and is largely
dependent on its investment portfolio to fund any future operating losses. If
our revenue grows more slowly than we currently anticipate or if our operating
expenses increase, our business, results of operations and financial condition
will be materially and adversely affected. These factors, among others, raise
substantial doubt about the Company's ability to continue as a going concern at
September 30, 2002.

     Our quarterly operating results are subject to significant fluctuations,
and you should not rely on them as and indication of our future results.

                                       15
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

     Our revenue and operating results may vary significantly from quarter to
quarter due to a number of factors, not all of which are in our control. Future
revenue is difficult to forecast and for the foreseeable future will be
influenced by the timing and amount of sales to new customers.

     Although we have reduced operating expenditures through various methods,
many of our continuing expenses are relatively fixed and are incurred in part
based on expectations of future revenue. We may be unable to adjust spending
quickly enough to offset any unexpected revenue shortfall. Accordingly, any
shortfall in revenue may cause significant variation in operating results in any
quarter.

     Because of these factors, you should not rely on quarter-to-quarter
comparisons or our results of operations as an indication of our future
performance. It is possible that, in future periods, our results of operations
may be below the expectations of public market analysts and investors. This
could cause the trading price of our common stock to decline.

     Competition could reduce our market share and harm our business.
Competitors may be able to develop products and services that are more
attractive to businesses than our products and services. If we cannot deliver
satisfactory support and maintenance services to our customers, our revenues may
be harmed. Our business may suffer as a result or our reduction in workforce.
Our business will not grow if we do not keep pace with the rapidly changing
technologies. We may need additional financing which could be difficult to
obtain. Our business may suffer if we cannot protect our intellectual property.

     The Company's Common Stock was traded on The NASDAQ National Market from
May 19, 1995, until July 9, 1999 under the symbol "TSSW." On July 9, 1999, the
NASDAQ Listing Qualification Panel (the "Panel") determined to delist the
Company's shares from the NASDAQ National Market and noted the Company did not
comply with the requirements for continued listing on the NASDAQ Small Cap
Market. The Panel based its decision primarily on its lack of confidence in the
Company's ability to achieve and maintain compliance with the minimum bid price
requirement of Rule 4450(a) (5). The Panel also cited its concern that the
Company would not maintain the level of net tangible assets required by
Marketplace Rule 4450(a) (3). The Company's shares now trade on the OTC Bulletin
Board.

     The price at which our common stock will trade has been and is likely to
continue to be highly volatile and may fluctuate substantially due to a number
of factors, many of which are beyond our control, including:

     o    actual or anticipated fluctuations in our results of operations
     o    our ability to raise additional capital if needed
     o    technological innovations by us or our competitors
     o    increased competition
     o    additions or departures of key personnel
     o    conditions and trends in our industry
     o    general market condition


                                       16
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

ITEM 4. CONTROLS AND PROCEDURES

     As of September 30, 2002, an evaluation was performed under the supervision
and with the participation of the Corporation's management, including the Chief
Executive Officer and the Accounting Manager, of the effectiveness of the design
and operation of the Corporation's disclosure controls and procedures. Based on
that evaluation, the Corporation's management, including the Chief Executive
Office and the Accounting Manager, concluded that the Corporation's disclosure
controls and procedures were effective as of September 30, 2002. There have been
so significant changes in the Corporation's internal controls or in other
factors that could significantly affect internal controls subsequent to
September 30, 2002.

                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is also subject to other legal proceedings and claims, which
arise, in the ordinary course of its business. Although occasional adverse
decisions (or settlements) may occur, the Company believes that the final
disposition of such matters will not have a material adverse effect on the
financial position or results of operations of the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (b) Reports on Form 8-K

     On August 14, 2002, the Company filed a current report on Form 8-K to
     report the resignation of the Company's Controller, Principal Accounting
     Officer and Corporate Secretary, Christopher J. Gaudette.





                                       17
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

                                   SIGNATURES

     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.


                                                 TouchStone Software Corporation
                                                           (Registrant)

            Name                        Title                        Date

     /s/ Jason K. Raza          Chief Executive Officer        November 14, 2002
     ---------------------      and President
     Jason K. Raza


     /s/ Michelle L. Hirsh       Accounting Manager            November 14, 2002
     ---------------------
     Michelle L. Hirsh

















                                       18
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

                                 CERTIFICATIONS

I, Jason K. Raza, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Touchstone Software
     Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us, particularly during
          the period in which this quarterly report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function);

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 14, 2002                  /S/ Jason K. Raza
                                         ------------------------------
                                         Jason K. Raza
                                         Chief Executive Officer and President

                                       19
<PAGE>

                TOUCHSTONE SOFTWARE CORPORATION AND SUBSIDIARIES

                                 CERTIFICATIONS

I, Michelle L. Hirsh, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Touchstone Software
     Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function);

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 14, 2002                  /S/ Michelle L. Hirsh
                                         -----------------------------
                                         Michelle L. Hirsh
                                         Accounting Manager

                                       20