<PAGE>





                                  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 March 31, 2003

      [ ]           Transition report under Section 13 or 15(d) of the
                    Exchange Act

                    For the transition  period from  _______  to _________


                        Commission file number 333-86873
                               HOME DIRECTOR, INC.
              (Exact Name of Small Business Issuer in Its Charter)

                  Delaware                             52-2143430
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
    incorporation or organization)

        2525 Collier Canyon Road, Livermore, California            94551
            (Address of principal executive offices)            (Zip Code)

                    Issuer's telephone number: (925) 373-0438




                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 3,751,467 as of May 15, 2003


Transitional Small Business Disclosure Format (Check one): Yes ____; No  __X__



<PAGE>

                                TABLE OF CONTENTS



                                                                         PAGE

PART I
Item 1. Financial Statements............................................   3
Item 2  Management's Discussion and Analysis or Plan of Operation.......  12
Item 3. Controls and Procedures.........................................  14

PART II
Item 1. Legal Proceedings...............................................  15
Item 2. Changes in Securities and Use of Proceeds.......................  15
Item 3. Defaults in Senior Securities...................................  15
Item 4. Submission of Matters to a Vote of Security Holders.............  15
Item 5. Other Information...............................................  15
Item 6. Exhibits and Reports on Form 8-K................................  15

Signatures .............................................................  17
Certifications .........................................................  18


CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

     This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are
subject to risks and uncertainties and are based on the beliefs and assumptions
of management of Home Director, based on information currently available to
management. The use of words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," "should," "likely" or similar expressions,
indicates a forward-looking statement.

     Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Future results may differ materially from
those expressed in the forward-looking statements. Many of the factors that will
determine these results are beyond the ability of Home Director to control or
predict. Stockholders are cautioned not to put undue reliance on any
forward-looking statements. For those statements, Home Director claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.

          The identification in this document of factors that may affect future
performance and the accuracy of forward-looking statements is meant to be
illustrative and by no means exhaustive. All forward-looking statements should
be evaluated with the understanding of their inherent uncertainty.


                                       2
<PAGE>
<TABLE>
<CAPTION>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS


                               HOME DIRECTOR, INC.
                           Consolidated Balance Sheets
                      March 31, 2003 and December 31, 2002

                                                       ASSETS
                                                       ------                (Unaudited)
                                                                             Mar 31, 2003            Dec 31, 2002
                                                                           ---------------       ---------------------
<S>                                                                                  <C>                <C>

Current assets:
    Cash and cash equivalents                                              $     1,159,259       $      2,557,214
    Accounts receivable, net of allowances                                       1,594,592              1,226,479
    Inventories, net of allowances                                               1,335,136              1,499,014
    Other current assets                                                           141,120                140,366
                                                                           ---------------       ----------------
                Total current assets                                             4,230,107              5,423,073
Property and equipment, net                                                        598,378                645,328
Customer lists, net of accumulated amortization                                   101,911                108,844
Goodwill, net of accumulated amortization                                        5,825,652              5,825,652
                                                                           ---------------       ----------------
                                                                           $    10,756,048       $     12,002,897
                                                                           ===============       ================

                                        LIABILITIES AND SHAREHOLDERS' EQUITY
                                        ------------------------------------
Current liabilities:
    Accounts payable and accrued expenses                                  $     1,750,337       $      2,249,712
    Payables to related parties                                                      2,690                291,793
    Notes payable                                                                  125,000                125,000
    Current portion of capital lease obligations                                   118,541                125,626
                                                                           ---------------       ----------------
                Total current liabilities                                        1,996,568              2,792,131
Capital lease obligations, less current portion                                     92,146                123,781
Commitments and contingencies (Note 5)
Shareholders' equity:
    Common stock, $0.01 par value
    Authorized - 40,000,000 shares
    Issued and outstanding - 3,751,467 shares                                       37,515                 37,515
    Additional paid-in capital                                                  75,739,080             75,699,296
    Accumulated deficit                                                        (67,109,261)           (66,649,826)
                                                                           ---------------       ----------------
                Total shareholders' equity                                       8,667,334              9,086,985
                                                                           ---------------       ----------------
                                                                           $    10,756,048       $     12,002,897
                                                                           ===============       ================

</TABLE>
                                       3
<PAGE>

<TABLE>
<CAPTION>

                               HOME DIRECTOR, INC.
                      Consolidated Statements of Operations
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

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

Revenue                                                                    $     2,464,076       $      2,508,516

Costs and expenses:
    Cost of revenue                                                              1,446,632              1,646,820
    General and administrative                                                     644,318                599,431
    Sales and marketing                                                            641,245                537,590
    Research and development                                                        99,178                203,662
    Depreciation and amortization                                                   94,671                232,263
                                                                           ---------------       ----------------
           Total costs and expenses                                              2,926,044              3,219,766
                                                                           ---------------       ----------------

Loss from operations                                                              (461,968)              (711,250)


Other income (expense), net                                                          2,533                 (3,716)
                                                                           ---------------       -----------------


Net loss                                                                   $      (459,435)      $       (714,966)
                                                                           ===============       ================


Net loss per common share - basic and diluted:
    Shares used in computing basic and diluted net loss
        per common share                                                         3,751,467                616,880
                                                                           ===============       ================


Net loss per share                                                         $         (0.12)      $          (1.16)
                                                                           ================      =================

</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>


                               HOME DIRECTOR, INC.
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)
                                                                                      2003                   2002
                                                                           ---------------      -----------------
<S>                                                                               <C>                 <C>

Cash flows from operating activities:
    Net loss                                                               $      (459,435)     $        (714,966)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation and amortization                                               94,671                232,263
        Deferred rent                                                               (9,942)                    --
        Changes in operating assets and liabilities, net of
           assets and liabilities acquired:
        Accounts receivable                                                       (368,113)              (409,731)
        Inventories                                                                163,878                338,843
        Other current assets                                                          (754)              (239,307)
        Accounts payable and accrued expenses                                     (449,649)              (436,635)
                                                                           ----------------     ------------------
                Net cash used in operating activities                           (1,029,344)            (1,229,533)
                                                                           ----------------     ------------------
Cash flows from investing activities:
    Purchases of property and equipment                                            (40,788)                (2,131)
                                                                           ----------------     ------------------
                Net cash used in investing activities                              (40,788)                (2,131)
                                                                           ----------------     ------------------
Cash flows from financing activities:
    Net payments of payables to related parties                                   (289,103)                   ---
    Repayment of capital lease obligations                                         (38,720)               (15,257)
    Proceeds from issuance of convertible debt                                         ---                705,000
                                                                           ---------------      -----------------
                Net cash provided by (used in) financing
                   activities                                                     (327,823)               689,743
                                                                           ----------------     -----------------
Net decrease in cash                                                            (1,397,955)              (541,921)

Cash and cash equivalents at beginning of quarter                                2,557,214                563,046
                                                                           ---------------      -----------------

Cash and cash equivalents at end of quarter                                $     1,159,259      $          21,125
                                                                           ===============      =================



                                  Supplemental Disclosure of Cash Flow Information

                                                                                      2003                   2002
                                                                           ---------------      -----------------
Cash paid during the quarter
    Interest                                                               $         3,485      $           4,903
                                                                           ===============      =================
</TABLE>

                                       5
<PAGE>



                               Home Director, Inc.
              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1 -     BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
             -------------------------------------------------

             Home Director Technologies Inc. (formerly Home Director, Inc.
"HDT") was incorporated on October 13, 1999 under the laws of the State of
Delaware. On December 19, 2002, HDT was acquired by Netword, Inc. (now Home
Director, Inc.) in a merger of Netword's special purpose subsidiary into HDT
(the "Merger"). In the Merger, HDT's stockholders received shares of Netword
common stock in accordance with the exchange ratio described in the merger
agreement. Upon completion of the Merger, HDT's stockholders owned approximately
86% of the outstanding Netword common stock. The Merger was treated as a reverse
merger, with HDT being the acquirer for accounting purposes. The pre-acquisition
financial statements of HDT became the historical financial statements of the
combined companies. The transaction was accounted for as the issuance of common
stock by HDT for the net monetary assets of Netword, accompanied by a
recapitalization to reflect the legally issued and outstanding shares of the
merged companies. Pre-acquisition stockholders' equity of HDT was retroactively
restated for the equivalent number of shares of Netword received by HDT in the
Merger, with differences between the par value of Netword's and HDT's stock
recorded as paid-in capital. Transaction costs ($1,544,926 as of March 31, 2003)
related to the Merger were also charged directly to equity. The transaction did
not result in any additional goodwill or other intangible assets. All common
share and per share amounts for all periods presented in the accompanying
consolidated financial statements have been retroactively restated to reflect
the effect of the Merger. References in these notes to "the Company" are
references to HDT as it existed before the Merger and the combined companies
after the Merger.

             The Company, which is headquartered in Livermore, California,
commenced operations on December 8, 1999, subsequent to acquiring the assets of
and assuming certain liabilities of IBM Corporation's Home Director business
unit. The Company operates in a single industry, the provision of infrastructure
components for home networking, and is engaged in the design, sale and
installation of home networking products and services for the new home
construction market.

             In January 2003, the Company transferred all of the intellectual
property associated with Netword to Netword's subsidiary, Rabbit Media, Inc.,
and subsequently sold all of the stock of Rabbit Media, Inc. to a director and
the former President of Netword. As consideration for the sale, the buyer agreed
to indemnify the Company for future claims related to the Netword intellectual
property in the event that such claims are not discharged by Rabbit Media, Inc.
and to pay the Company 10% of any consideration that it receives from any sale
of the Rabbit Media, Inc. stock within two years after the date of the
agreement.

Principles of Consolidation

             The accompanying  consolidated  financial statements include the
accounts of Home Director, Inc. (formerly Netword, Inc.) and its wholly-owned
subsidiaries, HDT and Digital Interiors, Inc. All significant intercompany
accounts and transactions have been eliminated in consolidation.




                                       6
<PAGE>


                               Home Director, Inc.
              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)


Unaudited Interim Financial Statements

             The accompanying unaudited interim financial statements have been
prepared in accordance with generally accepted accounting principles and
applicable Securities and Exchange Commission (SEC) regulations for interim
financial information. These financial statements are unaudited and, in the
opinion of management, include all adjustments necessary to present fairly the
balance sheets, statements of operations and statements of cash flows for the
periods presented in accordance with accounting principles generally accepted in
the United States. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to SEC rules and
regulations. Operating results for the quarter ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003. These financial statements and notes should be read in
conjunction with the financial statements and notes thereto for the year ended
December 31, 2002 included in the Company's annual report on Form 10-KSB. The
balance sheet at December 31, 2002 has been derived from the audited
consolidated financial statements of the Company.

Summary of Significant Accounting Policies

USE OF ESTIMATES

             The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Significant estimates include
the allowance for doubtful accounts, the allowance for obsolete and slow-moving
inventory, certain severance accruals and estimates regarding the recoverability
of long-lived assets. Actual results can differ from those estimates.

CASH AND CASH EQUIVALENTS

             The Company considers all highly liquid investments purchased with
an original or remaining maturity of less than three months at the date of
purchase to be cash equivalents.

INVENTORIES

             Inventories consist of finished goods and are stated at the lower
of cost or market. Cost is determined by the weighted average costing method.


                                       7
<PAGE>



                               Home Director, Inc.
              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)


CREDIT RISK, SIGNIFICANT CUSTOMERS AND CONCENTRATIONS

             Financial instruments that potentially subject the Company to
credit risk consist principally of accounts receivable and cash investments.
Receivables are unsecured. The Company provides an allowance for doubtful
accounts equal to the estimated losses expected to be incurred in the collection
of accounts receivable.

             Cash and cash equivalents consist of cash deposits, money market
funds and highly rated commercial paper held at banks. Deposits held at banks
may at times exceed the amount of insurance provided. Generally, these deposits
may be redeemed upon demand and therefore bear minimal risk.

             As of March 31, 2003, two customers accounted for 39% of the
accounts receivable balance and one customer accounted for 43% of the revenue
for the three months ended March 31, 2003. As of December 31, 2002, two
customers accounted for 53% and 57% of the accounts receivable balance and
annual revenue, respectively.

              The Company is not currently dependent upon any single
manufacturer and it believes that alternative manufacturing sources would be
readily available without material delay in the event of the interruption of
supplies from any of its current sources.

LOSS PER SHARE

              In accordance with SFAS 128, basic and diluted net loss per common
share has been computed using the weighted-average number of shares of common
stock outstanding during the period.

              The effect of options to 585,806 and 37,955 shares of the
Company's common stock outstanding during the three months ended March 31, 2003
and 2002, respectively, was not included in the computation of diluted net
loss per share because their effect would be anti-dilutive.

              The effect of warrants to 584,439 and 77,545 shares of the
Company's common stock outstanding during the three months ended March 31, 2003
and 2002, respectively, was not included in the computation of diluted net
loss per share because their effect would be anti-dilutive.

REVENUE RECOGNITION

             The Company generally recognizes product revenue when persuasive
evidence of an arrangement exists, delivery has occurred, the fee is fixed or
determinable, and collectibility is reasonably assured. The Company accrues for
sales returns, rebate programs and warranty costs based on its experience.

             The Company recognizes revenue on certain builder installation
projects under the percentage of completion method, based primarily on contract
revenue milestones. On certain other installation projects, the Company
recognizes revenue using the percentage of completion method, based upon actual
costs incurred compared to the total estimated contract costs under the project.
Changes to total estimated contract costs or losses, if any, are recognized in
the period in which they are determined. For these other installation projects,
revenue recognized in excess of amounts billed of $203,808 and $208,648 at March
31, 2003 and December 31, 2002, respectively, is classified as current assets
under "Accounts Receivable." Amounts billed in excess of revenue recognized to
date of $25,106 at March 31, 2003 and December 31, 2002, respectively, are
classified as current liabilities under "Accounts Payable and Accrued Expenses."

PROPERTY AND EQUIPMENT

             Property and equipment is recorded at cost and depreciated using
the straight-line method over their estimated useful lives which generally range
from two to five years. Property and equipment includes certain equipment under
capital leases. These items are depreciated over the shorter of the lease period
or the estimated useful life of the equipment.


                                       8
<PAGE>


                               Home Director, Inc.
              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)


INTANGIBLE ASSETS

             In June 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets," which is required to be applied for fiscal years
beginning after December 15, 2001. The Company has adopted SFAS 142 as of
January 1, 2002. SFAS 142 eliminates the amortization of goodwill and certain
other intangible assets. It also requires the Company to complete a test for
impairment of these assets annually, as well as a transitional goodwill
impairment test within six months from the date of adoption. The Company has
concluded its testing as required by SFAS 142. The results of these tests did
not indicate additional impairment of the Company's recorded goodwill.

INCOME TAXES

             The Company accounts for income taxes using the liability method
which requires the recognition of deferred tax assets or liabilities for the
temporary differences between the financial reporting and tax bases of the
Company's assets and liabilities and for tax carryforwards at enacted statutory
rates in effect for the years in which the differences are expected to reverse.
The effect on deferred taxes of a change in tax rates is recognized in income in
the period that includes the enactment date. In addition, valuation allowances
are established when necessary to reduce deferred tax assets to the amounts
expected to be realized. The Company has not recorded any income tax expense or
benefit as a result of its available net operating loss carryforwards, which are
fully reserved by a valuation allowance.

ACCOUNTING FOR STOCK-BASED COMPENSATION

             As permitted by Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company has
elected to account for its stock-based compensation to employees and outside
directors, where appropriate, under the provisions of Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
related interpretations and amendments. Under APB 25, because the exercise price
of the Company's employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.

RECENT ACCOUNTING PRONOUNCEMENTS

             In August 2001, the Financial Accounting Standards Board issued
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
which is effective for fiscal years beginning after December 15, 2001. This
statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of," and portions of Accounting
Principles Board Opinion No. 30, "Reporting Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business." SFAS 144 provides a single
accounting model for long-lived assets to be disposed of and changes the
criteria that would have to be met in order to classify an asset as
held-for-sale. The provisions of SFAS No. 144 generally are to be applied
prospectively.


                                       9
<PAGE>


                               Home Director, Inc.
              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)

             In July 2002, the Financial Accounting Standards Board issued SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities",
which is effective for fiscal years beginning after December 15, 2002, with
earlier application encouraged. This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force ("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). The provisions
of SFAS No. 146 are to be applied prospectively from the date of adoption.

             In April 2002, the Financial Accounting Standards Board issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44 and 65, Amendment of FASB
Statement No. 13 and Technical Corrections, effective for fiscal years beginning
after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," and an amendment of that statement, SFAS
No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." The
statement will require gains or losses from extinguishment of debt to be
classified as operating items, as opposed to extraordinary items, unless they
meet the more stringent criteria of APB No. 30. The statement requires
retroactive reclassification for comparative financial statements issued after
adoption.

             The Company will begin applying SFAS No. 145 as of the beginning of
its December 31, 2003 year and beginning in the six months ending June 30, 2003,
will reclassify the extraordinary gain from extinguishment of certain
liabilities to operating income in its comparative financial statements issued
after adoption. This reclassification will not have an impact on previously
reported net loss.

             In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of FASB
Statement No. 123," ("SFAS 148"). This statement amends FASB Statement No. 123,
"Accounting for Stock-Based Compensation." ("SFAS 123") to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, the statement
amends the disclosure requirements of SFAS 123 to require prominent disclosures
in both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on
reported results. The amendments to SFAS 123 regarding disclosure are effective
for financial statements for fiscal years ending after December 15, 2002. The
Company is in the process of analyzing whether or not it will adopt fair value
methodology under SFAS 148.

             At March 31, 2003, the Company has a stock-based compensation plan
(the "Plan"), more fully described in the Company's proxy statement for its 2003
annual meeting of stockholders. The Company accounts for the Plan under the
recognition and measurement principals of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. No stock-based employee
compensation is reflected in net income, as all options granted under the Plan
had an exercise price equal to the market value of the underlying common stock
on the date of grant. The following table illustrates the effect on net income
and earnings per share if the Company had applied the fair value recognition
provisions of SFAS 123 to stock-based employee compensation.
<TABLE>
<CAPTION>

                    (In thousands, except per share amounts)
<S>                                                                                 <C>                   <C>

                                                                                  MARCH 31,             MARCH 31,
                                                                                     2003                2002
                                                                           --------------------  --------------------
             Net loss, as reported                                         $           (459,435) $           (714,966)
             Deduct:  Total stock-based employee compensation
              expense determined under fair value based method for
              all awards, net of income tax effects                                    (368,952)              (11,583)
                                                                           --------------------  --------------------
             Pro forma net loss                                            $           (828,387) $           (726,549)
                                                                           ===================== ====================

             Net loss per share:
                Basic and diluted-as reported                              $              (0.12) $              (1.16)
                                                                           ===================== =====================
                Basic and diluted-pro forma                                $              (0.22) $              (1.18)
                                                                           ===================== =====================
</TABLE>



                                       10
<PAGE>


                               Home Director, Inc.
              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 2 -     CAPITAL STOCK
             -------------

             On April 1, 2002, the Company's Board of Directors approved a
one-for-ten reverse common stock split which was subsequently approved by the
Company's stockholders as of May 2, 2002. An amendment to the Company's
Certificate of Incorporation effecting the stock split was filed with the State
of Delaware on May 2, 2002. All common share and per common share amounts for
all periods presented in the accompanying consolidated financial statements have
been restated to reflect the effect of this common stock split.

             As of March 31, 2003, the Company has authorized 40,000,000 shares
of common stock with a par value of $0.01. The Company also has authorized
2,000,000 shares of preferred stock, which are undesignated, with a par value of
$0.01.


Note 3 -     COMMON STOCK RESERVED FOR FUTURE ISSUANCE
             ----------------------------------------

             At March 31, 2003, the Company had reserved a total of 1,350,570 of
its authorized 40,000,000 shares of common stock for future issuance as follows:

       Outstanding common stock warrants                             750,570
       Outstanding stock options                                     585,806
       Possible future issuance under stock option plan (1)           14,194
                                                                ------------
                                                                   1,350,570

(1) A total of 45,000 stock options have been granted, subject to stockholder
approval of an increase in the Stock Option Plan from 600,000 to 750,000 shares.

Note 4 -     RELATED PARTY TRANSACTIONS
             --------------------------

             In February 2002, Donald B. Witmer, chairman of the Board of
Directors and chief executive officer of the Company, Robert Wise, president,
chief operating officer and a director of the Company, and Spencer Trask Venture
Partners, LLC ("Spencer Trask"), an affiliate of the Company's financial adviser
and one of its principal shareholders, purchased $110,000, $55,000 and $270,000
of HDT's exchangeable notes, respectively, which included 17,127 detachable
warrants to purchase the HDT common stock at $.70 per share. The exchangeable
notes were exchangeable into convertible notes upon satisfying the minimum sale
requirements of the private placement of convertible debt. These notes were
exchanged for an equal principal amount of HDT's convertible notes in May 2002.
Of the $705,000 proceeds received by HDT, $230,481 was assigned as the fair
value of the detachable warrants. The exchangeable notes contained a beneficial
conversion feature determined to be $230,481 at the date of issuance. These
amounts were recorded as an increase to interest expense during the quarter
ended June 30, 2002 when the notes were exchanged into secured convertible
notes. In fiscal 2002 (prior to the Merger), HDT sold $9,200,000 principal
amount of its 8% secured convertible notes which were converted into HDT common
stock at a price of $.10 per share immediately prior to the Merger. Upon the
Merger, all outstanding shares of HDT (including the shares that were issued
upon conversion of HDT's convertible notes) were exchanged for shares of Netword
common stock at the rate of 36.3 shares of the HDT common stock for each share
of Netword common stock.

Note 5 -     CONTINGENCIES
             -------------
             The Company is subject to various legal proceedings and claims,
which have arisen in the ordinary course of its business and have not been fully
adjudicated. It is impossible at this time for the Company to predict with any
certainty the outcome of such litigation. However, management is of the opinion,
based upon information presently available, that it is unlikely that any such
liability, to the extent not provided for through insurance or otherwise, would
be material in relation to the Company's consolidated financial position or
results of operations.


                                       11
<PAGE>

               On June 18, 2001, Point West Ventures, LP ("Point West") filed a
complaint against HDT and Spencer Trask Ventures, Inc., the placement agent for
HDT's Series B convertible preferred stock financing. Point West, one of the
investors in that financing, has alleged misrepresentation in connection with
that financing and is seeking rescission of its $500,000 investment. As of
December 31, 2002, Point West is in receivership and, although the receiver may
wish to pursue this action at a later date, the proceedings have been stayed.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion of our financial condition and results of
operations should be read together with the financial statements and related
notes included elsewhere in this report. Some of the statements in this section
that are not historical facts are forward-looking statements. You are cautioned
that the forward-looking statements contained in this section are estimates and
predictions, and that our actual results could differ materially from those
anticipated in the forward-looking statements due to risks, uncertainties or
actual events differing from the assumptions underlying these statements. The
risks, uncertainties, and assumptions include, but are not limited to, those
disclosed in our annual report on Form 10-KSB for our fiscal year ended December
31, 2002.

OVERVIEW

         We are Home Director, Inc. Until December 19, 2002, we were known as
Netword, Inc. On that date, we changed our name and acquired all of the stock of
Home Director Technologies, Inc. (formerly Home Director, Inc. and referred to
in this report as "HDT"). The acquisition was accomplished by the merger of
Netword's special purpose subsidiary into HDT (the "Merger"). As a result of the
Merger, the former stockholders of HDT acquired a majority of the voting
interests in Netword; consequently, the Merger was treated as a reverse
acquisition, with HDT treated as the acquirer for accounting purposes. The
pre-Merger financial statements of HDT are treated as the historical financial
statements of the combined companies. At the time of the Merger, Netword had no
continuing operations. Its historical results would not be meaningful if
combined with the historical results of HDT. As a result of the Merger, the
business of HDT is now our only business.

         Our revenues consist primarily of revenues from the sale of home
networking hardware and services.

         Research and development expenses consist primarily of salaries and
related personnel expenses, subcontracted research expenses, and technology
license expenses. As of March 31, 2003, all research and development costs have
been expensed as incurred. We believe that continued investment in research and
development is critical to attaining our strategic objectives.

         General and administrative expenses consist primarily of expenses for
executive, finance and administrative personnel, professional fees, and other
general corporate expenses. As we add personnel and incur additional costs
related to the growth of our business, general and administrative expenses will
also increase.

         In 2002, HDT raised approximately $8.9 million (excluding $0.27
million received from Netword) through the private sale of convertible notes and
used a portion of the proceeds to satisfy approximately $7.0 million in debt in
a restructuring whereby HDT paid its creditors approximately $2.5 million. The
notes automatically converted into shares of HDT common stock immediately before
the Merger and were then exchanged for shares of our common stock in the Merger.

CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
We believe the following critical accounting policies, which have been discussed
by senior management and our audit committee, have significant effect in the
preparation of our consolidated financial statements.

         Revenue Recognition. We generally recognize product revenue upon its
shipment. We also recognize revenue using the percentage of completion method on
installation projects, primarily by comparing contractual billing milestones
with total contract value. Accounting for revenue from services, payment of
upfront fees, and achievement of contract-specific milestones involves
management making assessments of business conditions and estimates regarding
timing and cost of work associated with the revenue. Over time, these estimates
may be adjusted based on then-current circumstances, resulting in adjustment to
revenues. Changes to total estimated contract costs or losses, if any, are
recognized in the period in which they are identified.

                                       12
<PAGE>
         Allowance for Doubtful Accounts. Accounts receivable are unsecured and
we maintain allowances for doubtful accounts for estimated losses from
customers' inability to make payments. We assess each account that is more than
90 days delinquent or others when information known to us indicates amounts may
be uncollectable; in order to estimate the appropriate level of the allowance,
we consider such factors as historical bad debts, current customer
credit-worthiness, changes in customer payment patterns and any correspondence
with the customer. If the financial condition of our customers were to
deteriorate and impair their ability to make payments, additional allowances
might be required in future periods.

         Inventory. We present inventory value at the lower of cost or market
and net of valuation allowances for excess and obsolete units. Establishing this
reserve requires estimates of sales volumes and pricing. To the extent that we
are not able to correctly anticipate these trends, additional reserves may be
required in future periods.

         Intangible Assets and Goodwill. Intangible assets include costs in
excess of net assets acquired ("goodwill") and other purchased intangibles. The
carrying amounts of goodwill and intangibles are reviewed annually under new
accounting standards and if facts and circumstances suggest they may be
impaired. If this review indicates that goodwill and intangibles will not be
recoverable, as determined based on the undiscounted cash flows of the entity
acquired, the carrying amount of the goodwill and other intangibles are reduced
to their estimated fair value. This requires us to estimate such factors as
future sales volumes and costs of business produced by these intangibles. To the
extent that we are not able to correctly anticipate these trends, additional
adjustments to estimated fair value may be required in future periods.

         Valuation of Warrants and Other Equity Instruments. We have entered,
and may continue to enter, into transactions whereby we grant warrants to
purchase stock to non-employees or issue convertible debt instruments whose
terms include beneficial conversion features. These transactions sometimes
require us to determine the fair value of non-exchange traded instruments. The
development of these fair values requires significant judgment and estimates by
management. We disclose the principal assumptions used in determining these fair
values in our financial statements and we believe these assumptions are
reasonable. However, the use of different valuation models, or differing
assumptions from ours, could cause materially different values to be assigned
these instruments and could have a significant impact, positive or negative, on
our reported results of operations.

RESULTS OF OPERATIONS

         Three Months Ended March 31, 2003 and 2002

          Total revenues consisted of revenues from the sale of home networking
hardware and services. Revenues for the quarter were $2,464,000 in 2003,
compared to $2,509,000 in 2002, a decrease of 2% and primarily attributable to
reduced hardware sales. We announced on January 28, 2003 new contracts to
provide networking solutions to SummerHill Homes and Richmond American Homes,
Los Angeles Division, and on February 24, 2003, Sears announced its intention to
expand its Connected Home initiative, which uses our home networking solutions,
nationwide. Additionally, the Company earned its first revenues with two other
new home builders, Greystone Homes and Passport Homes. Furthermore, we plan to
expand our business into new geographic areas by way of one or more strategic
acquisitions of local or regional home networking integrators. There can be no
assurance, however, that our revenues will increase as a result of the above
mentioned contracts, that we will be able to complete any future strategic
acquisitions or that any such acquisitions will be beneficial.

     Total costs and expenses for the quarter decreased by $294,000 (or 9%) in
2003, compared to 2002. The reduction in total costs and expenses is primarily
attributable to reduced cost of revenues (59% of revenues in 2003 compared to
66% in 2002) caused by lower hardware product costs and service installation
costs and depreciation and amortization costs. The reduction is also a result of
our cost reduction initiatives, which we believe will have a favorable impact on
comparative expenses in future periods. However, from time-to-time we may incur
additional professional fees as we attempt to expand our business into new
geographic areas, especially by way of one or more strategic acquisitions.

            Our net loss in 2003 was approximately $459,000, as compared to a
net loss of approximately $715,000 in 2002, an improvement of 36%. The
substantial improvement was primarily attributable to the expense reduction
items discussed above. Net loss was $0.12 per share in 2003, as compared to a
net loss of $1.16 per share in 2002, attributable to the reduction in net loss
and an increase in the number of shares outstanding.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, HDT financed its operations primarily through the sale
of equity securities. As of March 31, 2003, we had cash, cash equivalents,
investments and interest receivable totaling $1.2 million.

         Net cash used in operating activities was $1.0 million for the three
months ended March 31, 2003 and $1.2 million for the three months ended March
31, 2002. In both periods, net cash used in operating activities was primarily
due to funding of net operating losses, increases in accounts receivable and
payments to reduce accounts payable. In 2003, payments to reduce accounts
payable were primarily attributable to payments for legal and accounting fees of
$480,000 related to the Merger.
                                       13
<PAGE>

         Net cash used in investing activities was $41,000 for the three months
ended March 31, 2003 and $2,000 for the three months ended March 31, 2002. Cash
was used during these periods to purchase property and equipment.

         Net cash used in financing activities was $0.3 million for the three
months ended March 31, 2003 and net cash provided by financing activities during
the three months ended March 31, 2002 was $0.7 million. Net cash used in
financing activities during 2003 was primarily as a result of the payment of a
$250,000 fee to the Company's financial adviser in connection with the Merger,
and the net cash provided by financing activities during 2002 was primarily
proceeds from the issuance of HDT's convertible notes which were converted into
shares of HDT common stock immediately before the Merger

     We believe that the available cash resources and funds generated from
operations will be sufficient to finance our operations for at least the next
twelve months; however, the achievement of our fiscal 2003 business plan is
critical to maintaining adequate liquidity. In addition, in May 2003, the
Company received a proposal letter from a commercial bank to provide a revolving
line of credit of up to $1 million for working capital purposes. Furthermore, we
may need to raise additional capital to fund expansion of our business into new
geographic areas, including potential strategic acquisitions, and to provide
additional working capital. To the extent feasible, we may be able to pay for
those acquisitions through issuance of shares of our common stock or other of
our equity or debt securities. We expect to seek additional capital, when
needed, through sales of additional equity or debt securities and/or
institutional loans; but there can be no assurance that capital will be
available from such sources on acceptable terms, or at all.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

         The Company and its subsidiaries are parties to various leases related
to office facilities and certain other equipment. We are also obligated to make
payments related to our long-term borrowings.

         The minimum commitments under non-cancellable capital and operating
leases at March 31, 2003 are as follows:

<TABLE>
<CAPTION>


                                 (In thousands)
<S>        <C>                                                                  <C>                       <C>

           Year                                                                Capital                 Operating
         Ending                                                                Leases                     Leases
         ------                                                        -----------------         ------------------
         2003                                                          $          95,514         $          291,308
         2004                                                                    106,071                    312,605
         2005                                                                     27,611                    257,326
         2006                                                                      1,239                    194,986
         2007                                                                        ---                    200,493
         Thereafter                                                                  ---                     33,492
                                                                       -----------------         ------------------
         Total minimum payments                                                  230,435         $        1,290,210
                                                                                                 ==================
         Less:  Amounts representing interest                                     19,748
                                                                       -----------------
         Present value of minimum lease payments                                 210,687
         Less:  Current portion of capital lease payments                        118,541
                                                                       -----------------
         Long-term portion of capital lease payments                   $          92,146
                                                                       =================
</TABLE>


ITEM 3. CONTROLS AND PROCEDURES

     Disclosure Controls and Internal Controls. Disclosure controls ("Disclosure
Controls") are procedures that are designed for the purpose of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 (such as this quarterly report), is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Internal controls ("Internal Controls") are designed for the purpose of
providing reasonable assurance that our transactions are properly authorized,
recorded and reported and that our assets are safeguarded from improper use to
permit the preparation of our financial statements in conformity with generally
accepted accounting principles.

Evaluation of our Disclosure Controls. Within 90 days prior to the date of this
quarterly report, we evaluated the effectiveness of the design and operation of
our Disclosure Controls. This evaluation (the "Disclosure Controls Evaluation")
was done under the supervision and with the participation of management,
including our Chief Executive Officer ("CEO"), President and Chief Financial
Officer ("CFO").

Scope of the Disclosure Controls Evaluation. The evaluation of our Disclosure
Controls included a review of the objectives, design and implementation and the
effect of the controls on the information generated for use in this quarterly
report. During the Disclosure Controls Evaluation, we sought to identify
problems and to confirm that appropriate corrective action, including process
improvements, were implemented as necessary.

                                       14
<PAGE>

Conclusions regarding Disclosure Controls. Rules adopted by the SEC require us
to present the conclusions of our CEO, President and CFO about the effectiveness
of our Disclosure Controls based on and as of the date of the Disclosure
Controls Evaluation. Based upon the Disclosure Controls Evaluation, the CEO,
President and CFO have concluded that, subject to the limitations noted below,
our Disclosure Controls are effective to ensure that material information
relating to Home Director and its consolidated subsidiaries is made known to
management, including the CEO, President and CFO, particularly during the period
when our periodic reports are being prepared.

Changes in Internal Controls. Rules adopted by the SEC also require us to
disclose whether there were significant changes in our Internal Controls or in
other factors that could significantly affect Internal Controls subsequent to
the date of their last evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

In accordance with the SEC's requirements, the CEO, President and the CFO note
that, since the date of their last evaluation, there have been no significant
changes in Internal Controls or in other factors that could significantly affect
Internal Controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Limitations on the Effectiveness of Controls. Our management, including our CEO,
President and CFO, do not expect that our Disclosure Controls or Internal
Controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Because of the
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within Home Director have been detected. Further, the design of any control
system is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Because of these
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.

CEO, President and CFO Certifications. Immediately following the "Signatures"
section of this quarterly report are the certifications of the CEO, the
President and the CFO required by Rules 13a-14 and 15d-14 the Securities
Exchange Act of 1934 (the "Certifications"). This section of the quarterly
report contains the information concerning Disclosure Controls and Internal
Controls referred to in the Certifications and this information should be read
in conjunction with the Certifications for a more complete understanding of the
topics presented.

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

         On June 18, 2001, Point West Ventures, LP, filed a complaint against
HDT in the New York State Supreme Court, County of New York, alleging
misrepresentation in connection with HDT's sale of Series B Convertible
Preferred Stock to Point West and seeking rescission of Point West's $500,000
investment. Point West is currently in receivership and, although the receiver
may elect to pursue this action at a later date, the proceedings have been
stayed.

         We are involved from time to time in other legal proceedings in the
ordinary course of our business. None of such proceedings that is currently
pending is believed to be material to our business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTERED SECURITIES

         On January 17, 2003, pursuant to our Stock Option Plan, we granted
options to certain of our directors, officers and employees to purchase an
aggregate of 529,600 shares of Common Stock at an exercise price of $3.75 per
share. Such grants were exempt from registration pursuant to Section 4(2) of the
Securities Act, since they were made to a small number of informed persons who
were provided with all information relevant to their investment decisions. None
of the options have been exercised, and we plan to register the offering of
Common Stock pursuant to the options.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       15
<PAGE>

<TABLE>
<CAPTION>

ITEM 5:  OTHER INFORMATION

None.



ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
<S>     <C>

(a)     EXHIBITS
        --------

99.1     Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

99.2     Certification of President in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

99.3     Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

(b)    REPORTS ON FORM 8-K
       --------------------

On February 5, 2003, we filed a report on Form 8-K reporting a disclosure under
Regulation FD.


</TABLE>






                                       16
<PAGE>


                                   SIGNATURES

     In accordance with section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                       HOME DIRECTOR, INC.
                                      (Registrant)

                                       By: /S/ DONALD B. WITMER
                                       -------------------------------------
                                       Donald B. Witmer
                                       Chairman and Chief Executive Officer

                                       By: /S/ ROBERT N. WISE
                                       -------------------------------------
                                       Robert N. Wise
                                       President and Chief Operating Officer

                                       By: /S/ DARYL STEMM
                                       -------------------------------------
                                       Daryl Stemm
                                       Chief Financial Officer and Secretary



Date:  May 15, 2003



                                       17
<PAGE>


                                  CERTIFICATION

I, Donald B. Witmer, the Chairman and Chief Executive Officer of Home Director,
Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Home Director, Inc.;

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

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 officers 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 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 by others within those entities, 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 officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):

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 controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether 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: May 15, 2003


                                           /s/  Donald B. Witmer
                                            ------------------------------------
                                           Donald B. Witmer
                                           Chairman and Chief Executive Officer


                                       18
<PAGE>

                                  CERTIFICATION

I, Robert N. Wise, the President and Chief Operating Officer of Home Director,
Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Home Director, Inc.;

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

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 officers 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 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 by others within those entities, 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 officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):

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 controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether 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: May 15, 2003


                                  /s/  Robert N. Wise
                                   ---------------------------------------
                                  Robert N. Wise
                                  President  and Chief Operating  Officer



                                       19
<PAGE>

                                  CERTIFICATION

I, Daryl Stemm, the Chief Financial Officer and Secretary of Home Director,
Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Home Director, Inc.;

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

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 officers 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 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 by others within those entities, 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 officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):

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 controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether 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: May 15, 2003


                             /s/ Daryl Stemm
                              ---------------------------------------
                             Daryl Stemm
                             Chief Financial Officer and Secretary




                                       20
<PAGE>