U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
(Mark  One)

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(D) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

For  the  quarterly  period  ended:  September  30,  2002

                                       Or

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

For  the  transition  period  from  ___________________to____________________

Commission  File  Number:  0-14026

                                 TRAVLANG, INC.
                                 --------------

        (Exact name of small business issuer as specified in its charter)

            DELAWARE                              13-3174562
            --------                              ----------
(State or other jurisdiction or                (I.R.S.Employer
incorporation or organization)                 Identification  No)

         16 Bazel ST., PETACH TIKVA, ISRAEL                    49170
         ----------------------------------------------------------------
        (Address of principal executive offices)               (Zip Code)

                                011-972-392-1-0548
                                ------------------
                           (Issuer's telephone number)
    ---------------------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period)  that the issuer was required to file such reports, and (2) has
been  subject  to  such  filing  requirements  for  the  past  90  days.

     YES     X          NO
            ---            ----

APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDING  DURING  THE
PRECEDING  FIVE  YEARS

     Check  whether  the  issuer  filed all documents and reports required to be
filed  by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.

     YES          NO
          -----        -----

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS:

The  number  of  shares  outstanding of the Registrant's Common Stock, $0.01 par
value,  as  of  the  close  of  business  on  November  19, 2002 was 44,696,627.

<PAGE>




                                      INDEX
                                  TRAVLANG INC.
                          DEVELOPMENT STAGE ENTERPRISE

                       CONSOLIDATED FINANCIAL INFORMATION

                             NINE MONTH PERIOD ENDED
                           SEPTEMBER 30, 2002 AND 2001

                                    UNAUDITED

PART  I  -  FINANCIAL  INFORMATION
ITEM  1.  CONSOLIDATED  FINANCIAL  STATEMENTS.                              Page
                                                                            ----

Consolidated  Balance  Sheet                                                 1

Consolidated  Statement  of  Deficit  Accumulated During Development Stage   2

Consolidated  Statement  of  Earnings                                        3

Consolidated  Statement  of  Changes  in  Shareholders'  Equity              4

Consolidated  Statement  of  Cash  Flows                                     5

Notes  to  Consolidated  Financial  Statements                               6-9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF  OPERATIONS                                         10

ITEM  3.  CONTROLS  AND  PROCEDURES                                          12

PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                              13

SIGNATURES                                                                   14

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM  1.  CONSOLIDATED  FINANCIAL  STATEMENTS

TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Balance  Sheet
September  30,  2002
Unaudited
<TABLE>
<CAPTION>


                                                                  Audited
                                              SEPT  30, Sept  30, Dec  31,
                                                2002      2001      2001
                                                In thousands of dollars
                                              ----------------------------
                            ASSETS
CURRENT
<S>                                           <C>       <C>       <C>
Cash and cash equivalents                     $     3   $    91   $   102
Other receivables and prepaid expenses             65        64        41
                                              ----------------------------

                                                   68       155       143
CAPITAL ASSETS                                    137       230       206
GOODWILL                                          625         -         -
                                              ----------------------------

                                              $   830   $   385   $   349
                                              ============================
                           LIABILITIES
CURRENT
Short term bank credits                       $   117   $    50   $     -
Convertible loan                                1,715     1,500     1,585
Accounts payable                                  184        75       156
Other current liabilities                       1,295     1,176     1,152
                                              ----------------------------

                                                3,311     2,801     2,893
SEVERANCE PAY                                      75        79        71
CONVERTIBLE LOAN                                  250         -         -
                                              ----------------------------

                                                3,636     2,880     2,964
                                              ----------------------------
                     SHAREHOLDERS' DEFICIENCY
CAPITAL STOCK                                      12        12        12
PAID IN CAPITAL                                 2,450     1,621     1,817
DEFERRED COMPENSATION                             (20)      (80)      (59)
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE   (5,248)   (4,048)   (4,385)
                                              ----------------------------
                                               (2,806)   (2,495)   (2,615)
                                              ----------------------------
                                              $   830   $   385   $   349
                                              ============================
</TABLE>
                                        1


<PAGE>


TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Statement  of  Deficit  Accumulated  During  Development  Stage
Nine  Month  Period  Ended  September  30,  2002
Unaudited
<TABLE>
<CAPTION>


                                                                   Audited
                                               SEPT  30, Sept  30, Dec  31,
                                                2002      2001      2001
                                                In thousands of dollars
                                              -----------------------------
<S>                                           <C>       <C>       <C>
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
 - BEGINNING OF PERIOD                        $(4,385)  $(1,554)  $(1,554)
Net loss                                         (863)   (2,494)   (2,831)
                                              -----------------------------
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
 - END OF PERIOD                              $(5,248)  $(4,048)  $(4,385)
                                              =============================
</TABLE>


                                        2
<PAGE>


TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Statement  of  Earnings
Nine  Month  Period  Ended  September  30,  2002
Unaudited
<TABLE>
<CAPTION>


                                                           Audited
                                                        Year ended
                                      SEPT  30, Sept  30, Dec  31,
                                       2002      2001      2001
                                        In thousands of dollars
                                      ----------------------------
<S>                                   <C>      <C>       <C>
EXPENSES
Research and development              $  234   $ 1,304   $ 1,374
Marketing                                 96       452       547
General and administrative               493       735       826
Financial expense                        134        10        90
                                      ----------------------------

                                         957     2,501     2,837

FINANCIAL INCOME                         (94)       (7)       (6)
                                      ----------------------------

NET LOSS                              $ (863)  $(2,494)  $(2,831)
                                      ============================

Basic and diluted net loss per share   (0.06)    (0.20)    (0.23)
</TABLE>
                                        3
<PAGE>


TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Statement  of  Changes  in  Shareholders'  Deficiency
Nine  Month  Period  Ended  September  30,  2002
Unaudited
<TABLE>
<CAPTION>


                                                                                 Additional                                  Total
                                                                                    Paid-in  Deferred     Accumulated Shareholders'
                                       Common Shares          Preferred Shares      Capital  Compensation     Deficit       Equity
                                       -------------------------------------------------------------------------------------------
                                       Number of     Share   Number of     Share
                                          Shares    Capital    Shares     Capital
                                       -------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2001:
(AUDITED)
<S>                                     <C>         <C>      <C>          <C>       <C>     <C>            <C>         <C>
Balance as at January 1, 2001           10,000,000       10   1,512,513         2   1,611   (50)           (1,554)         19
Common shares issued                       475,338        -           -         -     163     -                 -         163
Preferred shares issued                          -        -     907,678         -       -     -                 -           -
Deferred compensation                            -        -           -         -      58   (58)                -           -
Amortization of deferred compensation            -        -           -         -     (15)   49                 -          34
Net loss for the period                          -        -           -         -       -     -            (2,831)     (2,831)
                                       -------------------------------------------------------------------------------------------
Balance at December 31, 2001            10,475,338       10   2,420,191         2   1,817   (59)           (4,385)     (2,615)
                                       ===========================================================================================
FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER  30, 2002
Balance at January 1, 2002              10,475,338       10   2,420,191         2   1,817   (59)           (4,385)     (2,615)
Common shares issued                        40,891        -           -         -     633     -                 -         633
Conversion of preferred shares to
common shares                            2,420,191        2  (2,420,191)       (2)      -     -                 -           -
Amortization of deferred compensation            -        -           -         -       -    39                 -          39
Net loss for the period                          -        -           -         -       -     -              (863)       (863)
                                       -------------------------------------------------------------------------------------------
Balance as at September  30, 2002       12,936,420       12           -         -   2,450   (20)           (5,248)     (2,806)
                                       ===========================================================================================
FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2001
Balance at January 1, 2001              10,000,000       10   1,512,513         2   1,611   (50)           (1,554)         19
Deferred compensation                            -        -           -         -      54   (54)                -           -
Amortization of deferred compensation            -        -           -         -       -    24                 -          24
Preferred shares issued                          -        -     907,678         -     (44)    -                 -         (44)
Net loss for the period                          -        -           -         -       -     -            (2,494)     (2,494)
                                       -------------------------------------------------------------------------------------------
Balance as at September 30, 2001        10,000,000       10   2,420,191         2   1,621   (80)           (4,048)     (2,495)
                                       ===========================================================================================
</TABLE>


                                        4
<PAGE>
TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Statement  of  Cash  Flows
Nine  Month  Period  Ended  September  30,  2002
Unaudited
<TABLE>
<CAPTION>

                                                               Audited
                                                            Year ended
                                           SEPT 30, Sept 30,   Dec 31,
                                            2002     2001        2001
                                            In thousands of dollars
                                           ---------------------------
<S>                                        <C>     <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                   $(863)  $(2,494)  $(2,831)
Adjustments for non-cash working capital:
Amortization                                  70        89       115
Amortization of deferred compensation         39       (30)       49
                                           ---------------------------

                                            (754)   (2,435)   (2,667)
Changes in non-cash working capital
Other receivables and prepaid expenses       (24)       21        44
Accounts payable                             (22)     (167)      (86)
Other current liabilities                    143       580       560
Provision for severance pay                    4        61        49
                                           ---------------------------
                                            (653)   (1,940)   (2,100)
                                           ---------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of capital assets                   (1)      (29)      (31)
                                           ---------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Short term bank credits                      117        50         -
Convertible long term loan received          250         -         -
Issuance of shares                            58        10       148
Convertible loan received                    130     1,500     1,585
                                           ---------------------------

                                             555     1,560     1,733
                                           ---------------------------

NET DECREASE IN CASH                         (99)     (409)     (398)
CASH - BEGINNING OF PERIOD                   102       500       500
                                           ---------------------------

CASH - END OF PERIOD                       $   3   $    91   $   102
                                           ===========================
</TABLE>
                                        5
<PAGE>


TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Statement  of  Cash  Flows
Nine  Month  Period  Ended  September  30,  2002
Unaudited

1.   GOING  CONCERN  ASSUMPTION

     The financial statements have been prepared on a going concern basis, which
     contemplates  the  satisfaction  of the liabilities in the normal course of
     business.  As  shown  in the financial statements, the Company has incurred
     net  losses  and  negative  cash flows from operations since its inception.
     Working  capital  deficiency  as  at  September 30, 2002 and losses for the
     period  then  ended,  amounting  to  approximately $3,243,000 and $863,000,
     respectively.  The  Company  requires  additional  funding to cover working
     capital  requirements  and  debt  repayments.  To  address  these  funding
     requirements,  the  Company  is attempting to raise capital through private
     share  placings.  There  is  uncertainty associated with the ability of the
     Company  to  raise  funds as described above. The Company faces a number of
     business  risks,  including  uncertainties  regarding  demand  and  market
     acceptance  of  the Company's product, the effect of technological changes,
     competition,  dependence  on  proprietary  technology  and  the  continued
     development  of  the  products.  Accordingly,  these consolidated financial
     statements  have  been  prepared  using  generally  accepted  accounting
     principles  applicable  to a going concern. If the going concern assumption
     were not appropriate, adjustments would be necessary to the carrying values
     of  assets  and  liabilities,  the  expenses,  and  the  balance  sheet
     classifications  used,  and  such  adjustments  could  be  material.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     General

     Sec2Wireless  Inc.  a  development  stage  enterprise  was  incorporated on
     January  27,  2000  and operates in the United States and in Israel through
     its  wholly  owned  subsidiary,  Sec2Wireless  Israel  Ltd.

     The  principle  business  activities  of  the  Company  are  research  and
     development  in  the  field  of  Wireless Security Technologies of software
     products  and initiating commercial relations with potential customers. The
     Company  has  not  yet  commenced  its  production  and  sales  activities.

     The  Company  is  a  development  stage  enterprise.  Most of the Company's
     activities are research and development, developing markets and starting up
     production.  Accordingly,  the  financial  statements  of  the  Company are
     prepared  in  conformity  with  the  reporting  standards  set by FAS No. 7
     "Accounting  and  Reporting  by  Development  Stage  Enterprises".

                                        6
<PAGE>
TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Statement  of  Cash  Flows
Nine  Month  Period  Ended  September  30,  2002
Unaudited

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D.)

     Interim  Financial  Information

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  by  the Company, in accordance with generally accepted accounting
     principles  pursuant  to  Regulation  S-B  of  the Securities and Exchanges
     Commission.  Certain information and footnote disclosures normally included
     in  audited  financial  statements  prepared  in  accordance with generally
     accepted accounting principles have been condensed or omitted. Accordingly,
     these  interim  financial statements should be read in conjunction with the
     Company's  financial  statements  and  related  notes  as contained in Form
     10-KSB  for the year ended December 31, 2001. In the opinion of management,
     the  interim financial statements reflect all adjustments, including normal
     recurring  adjustments,  necessary  for  fair  presentation  of the interim
     periods  presented.  The  results  of  operations for the nine months ended
     September  30, 2002 are not necessarily indicative of results of operations
     to  be  expected  for  the  full  year.

     Basis  of  Consolidation

     These consolidated financial statements include the accounts of the Company
     and  its  wholly  owned  subsidiary,  Sec2Wireless  Israel  Ltd.,  after
     elimination  of  all  intercompany  transactions  and  balances.

     Cash  and  Cash  Equivalents

     Cash  and  cash equivalents include cash and highly-liquid investments with
     original  maturities  of  90  days  or  less.

     Capital  Assets  and  Amortization

     Capital  assets  are  stated  at cost. Amortization, based on the estimated
     useful  lives  of the assets, is provided using the undernoted annual rates
     and  methods:

          Computer equipment and software    33%     Straight-line
          Electronic  equipment              15%     Straight-line
          Office  furniture                   6%     Straight-line
          Leasehold  improvements     Lease term     Straight-line

     Additions  during  the  year  are  amortized at the normal rate prorated to
     reflect  the  period  of  use  during  the  year.

     Research  and  Development

     The  Company  expenses  research  and  development  costs  as  incurred.

                                        7
<PAGE>
TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Statement  of  Cash  Flows
Nine  Month  Period  Ended  September  30,  2002
Unaudited

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D.)

     Stock-based  Compensation

     The  Financial  Accounting  Standards  Board  ("FASB") issued Statements of
     Financial  Accounting  Standards  ("SFAS")  No.  123,  "Accounting  for
     Stock-Based  Compensation",  in  October  1995.  This  accounting  standard
     permits  the  use  of either a fair value based method of accounting or the
     method  prescribed  in  Accounting  Principles Board Opinion 25 ("APB 25"),
     "Accounting  for  Stock  Issued  to  Employees"  to account for stock-based
     compensation arrangements. In accordance with APB 25, deferred compensation
     is  recorded  if  there  is a difference between the exercise price and the
     fair market value of the ordinary share on the date of the grant. Companies
     that  elect  to  employ  the  method  prescribed  by APB 25 are required to
     disclose  the  pro  forma net loss that would have resulted from the use of
     the  fair  value  based  method. The Company has elected to account for its
     share-based  compensation  arrangements  under  the  provisions  of APB 25.

     Options  granted to non-employees are recognized at their fair market value
     at  date  of  grant  in  accordance  with  SFAS  No.  123.

     Foreign  Currency  Translation

     Monetary  assets  and  liabilities  denominated in currencies other than US
     dollars  are  translated at rates in effect at the balance sheet dates. The
     resulting  translation  gains  and  losses are included in the consolidated
     statement  of  operations.

     The Company's Israeli subsidiary is classified as integrated for accounting
     purposes.  Monetary assets and liabilities of the subsidiary are translated
     into  US  dollars  at  exchange rates in effect at the balance sheet dates.
     Non-monetary  items  in foreign currency are translated at historical rates
     of  exchange.  Revenues  and expenses are translated at the average rate of
     exchange  for  the  period, except for amortization and depreciation, which
     are  translated at historic rates. Translation gains and losses arising are
     included  in  the  consolidated  statement  of  operations.

     Earnings  Per  Share

     Basic and diluted earnings per share are computed pursuant to SFAS No. 128.
     Basic  earnings  per  share  are  computed  by dividing net earnings by the
     weighted  average  shares  outstanding during the reporting period. Diluted
     earnings  per share are computed similar to basic earnings per share except
     that  the  weighed  average  shares  outstanding  are  increased to include
     additional  shares from the assumed exercise of stock options, if dilutive.
     The  number of additional shares is calculated by assuming that outstanding
     stock options were exercised and that the proceeds from such exercises were
     used  to  acquire  shares  of  common  stock at the option price during the
     reporting  period.

                                        8
<PAGE>
TRAVLANG,  INC.
DEVELOPMENT  STAGE  ENTERPRISE
Consolidated  Statement  of  Cash  Flows
Nine  Month  Period  Ended  September  30,  2002
Unaudited

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D.)

     Use  of  Estimates

     The  preparation  of  financial  statements,  in  conformity with generally
     accepted  accounting  principles, 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. The most significant estimates for the Company
     include:  the  fair  values  of  identifiable  assets  acquired in business
     combinations; provisions for the credit risk exposure in amounts of capital
     assets,  goodwill  and  product development costs; and valuation allowances
     against  future  income  tax assets. Actual results could differ from those
     estimates.

3.   ORGANIZATION

     On  March  12,  2002,  all outstanding Preferred shares of the Company were
     converted  to  Common  shares  at  a  1:1  ratio.

     On  March  12,  2002  the  Company  completed its merger with Travlang Inc.
     ("Travlang").  Travlang  issued 80,380 class B convertible preferred shares
     (each  share  is  convertible into 1,000 common shares) in exchange for all
     the  12,936,420  outstanding  common  shares  of  Sec2Wireless
     Inc.("Sec2Wireless").

     As  a  result  of this transaction, the former shareholders of Sec2Wireless
     received  approximately  80%  ownership  of  Travlang.  The transaction was
     accounted as a reverse takeover in which the Company is the acquirer parent
     and Travlang is the acquiree subsidiary. As a result the Company recognized
     goodwill  of  $625,000  representing the fair value of the common shares of
     Travlang  (the  accounting subsidiary) immediately prior to the transaction
     in  excess  of  the net assets of the Company. In calculating goodwill, the
     25,000,000 outstanding Travlang common shares prior to the transaction were
     valued  at  $0.025 per share and there were no net assets of Travlang which
     resulted  in  goodwill  of  $625,000.

     On  March  12,  2002,  all outstanding Preferred shares of the Company were
     converted  to  Common  shares  at  a  1:1  ratio.

     In  April 2002 the Company entered into a convertible loan agreement with a
     private  lender.  The lender advanced an amount of $250,000. The loan bears
     interest of 7% per annum, compounded semi-annually. The lender has the sole
     right  to  extend  the  repayment  date.

                                        9
<PAGE>
ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

General.

     The  following  discussion  relates  to the results of our operations as of
September  30,  2002 and our financial condition. This document contains forward
looking  statements  relating  to  our  future  economic  performance, plans and
objectives  of  management for future operations, projections of revenue mix and
other  financial  items that are based on the beliefs of, as well as assumptions
made  by and information currently known to, our management. The words "expects,
intends,  believes, anticipates, may, could, should" and similar expressions and
variations  thereof  are  intended  to  identify forward-looking statements. The
cautionary  statements  set forth in this section are intended to emphasize that
actual results may differ materially from those contained in any forward-looking
statement.

Going  Concern.

     The  accompanying  consolidated  financial  statements  and  financial
information  were prepared assuming that we will continue as a going concern and
that  our  loss  from  operations,  shareholders' deficiency and working capital
deficiency  raise  substantial  doubt  about  our ability to continue as a going
concern.  As  shown in the financial statements, we have incurred net losses and
negative  cash flows from operations since inception. Working capital deficiency
as  of  September  30,  2002,  and losses for the period then ended, amounted to
approximately $3,243,000 and $863,000, respectively. The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.  Additionally,  our  liquidity needs could exceed the amount of our
future  ability  to  obtain  equity  financing.  See  "Liquidity  and  Capital
Resources."

Overview.

     We  are a development stage enterprise, which operates in the United States
and in Israel, through our wholly owned subsidiary, Sec2Wireless Israel Ltd. Our
principal  business  activities  are  research  and  development in the field of
wireless  security  technologies for software products and initiating commercial
relations  with  potential  customers  for  such products. We have just recently
commenced licensing and sales activities. No underscore During the quarter ended
June  30, 2002, the Research Committee of Israel's Office of the Chief Scientist
approved  a  $300,000  grant to us for the development of a major communications
security  product.  During the quarter ended September 30, 2002, we successfully
completed  our  first major sale and installation of our technology to a leading
Israeli  financial  institution  for  a  price  of  $70,000.

Result  of  Operations.

     NINE  MONTHS  ENDED  SEPTEMBER  30,  2002  COMPARED  TO  NINE  MONTHS ENDED
SEPTEMBER  30, 2001. The discussion and analysis set forth below is for the nine
months  ended  September  30,  2002 and September 30, 2001. It should be read in
conjunction  with  our  Financial  Statements  and  the  related  notes  thereto
appearing  in  this  quarterly  report.  As  of  September 30, 2002, we have not
generated any meaningful revenues and will not generate any meaningful revenues,
until  we  fully  develop our products and expand our marketing offerings. Since
inception  we  incurred  a  net loss of $5,248,000. We are subject to all of the
risks,  expenses,  delays,

                                       10
<PAGE>
problems  and  difficulties  frequently  encountered  in  the establishment of a
development  stage  enterprise.

Research  and  Development  Expenses.

     Research  and  development expenses for the nine months ended September 30,
2002  were  $234,000, compared to $1,304,000 for the nine months ended September
30, 2001. The decrease in research and development expenses is due substantially
to  the  reduction  of  non-essential  employees in the research and development
department  in order to reduce the rate in which available funds are being used.

Marketing  Expenses.

     Marketing  expenses  were  $96,000  for the nine months ended September 30,
2002  compared  to  $452,000  for  the  nine months ended September 30, 2001. We
decreased  our  marketing  costs  in order to reduce the rate in which available
funds  are  being  used  and  are  focusing  only  on essential marketing plans.

General  and  Administrative  Expenses.

     General  and administrative expenses for the six months ended September 30,
2002  were $493,000 compared to $735,000 for the nine months ended September 30,
2001.  The  decrease in general and administrative expenses is attributable to a
reduction  in  administrative  staff  and  corresponding  employee  overhead. In
addition,  we  reduced all discretionary expenditures. Financial expense for the
nine  months  ended  September 30, 2002 was $134,000 compared to $10,000 for the
nine  months  ended September 30, 2001. This increase was due to the substantial
increase  in  borrowing  incurred  to  finance  operating  costs.

Liquidity  and  Capital  Resources.

     We  limited  expenditures in many areas, including research and development
and  discretionary  expenditures,  in  order to focus our available resources in
what  we  believe  is  the  most  productive  manner.  However,  there can be no
assurance  that  we  will  have  sufficient funds to carry out these plans or to
remain  in  business.  Although  we  have  sufficient resources to carry out our
business  plan  for the remainder of this fiscal year, there can be no assurance
that  we  will be successful in meeting our long-term liquidity requirements. We
require  substantial  additional  funding to cover working capital requirements,
debt  repayments  and  to  execute  our  business plan. To address these funding
requirements,  we  are  negotiating for additional financing although we have no
current  arrangement  with  respect to, or sources of, additional financing, and
there  can  be no assurance that any such additional financing will be available
to  us  on  commercially  reasonable  terms,  or at all. Any inability to obtain
additional  financing  will  have  a  material adverse effect on us. If we raise
additional  capital  through  the  sale  of equity, including preferred stock or
convertible  debt  securities,  the  percentage  ownership  of our then existing
stockholders  will be diluted. During the quarter ended June 30, 2002, we raised
$290,000  through  private  investment.

                                       11
<PAGE>
Net  Loss

     As  a  result  of  the  foregoing,  our  net loss for the nine months ended
September  30,  2002  was  $863,000 compared to a net loss of $2,494,000 for the
nine  months  ended  September  30,  2001.

ITEM  3.  CONTROLS  AND  PROCEDURES

(a)  Evaluation  of  Disclosure  Controls  and  Procedures:

Disclosure  controls  and  procedures  are  designed  to ensure that information
required  to  be  disclosed in the reports filed or submitted under the Exchange
Act  is  recorded,  processed,  summarized and reported, within the time periods
specified  in  the  SEC's  rules  and forms.  Disclosure controls and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed in the reports field under the Exchange Act
is  accumulated  and  communicated  to management, including the Chief Executive
Officer  and  Chief Financial Officer, as appropriate, to allow timely decisions
regarding  required  disclosure.  Within the 90 days prior to the filing of this
report,  the  Company  carried out an evaluation, under the supervision and with
the  participation  of  the  Company's management, including the Company's Chief
Executive  Officer  and  Chief  Financial  Officer,  of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
upon  and  as  of  the  date of that evaluation, the Chief Executive Officer and
Chief  Financial  Officer  concluded  that the Company's disclosure controls and
procedures  are effective to ensure that information required to be disclosed in
the  reports  the  Company files and submits under the Exchange Act is recorded,
processed,  summarized  and  reported  as  and  when  required.

(b)  Changes  in  Internal  Controls:

There  were  no  changes  in the Company's internal controls or in other factors
that  could have significantly affected those controls subsequent to the date of
the  Company's  most  recent  evaluation.
                                       12
<PAGE>

                           PART II - OTHER INFORMATION

Item  1.  Legal  Proceedings.

None.

Item  2.  Changes  in  Securities  and  Use  of  Proceeds.

None.

Item  3.  Defaults  Upon  Senior  Securities.

None.

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

None.

Item  5.  Other  Information.

None.

Item  6.  Exhibits  and  Reports  on  Form  8-K.

          (a)  Exhibits:  99:  Certification  pursuant  to  Section  906  of the
               Sarbanes-Oxley  Act  of  2002
          (b)  Reports  on  Form  8-K:  There  were no reports on Form 8-K filed
               during  the  quarter  ended  September  30,  2002

                                       13
<PAGE>

SIGNATURE

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                               Travlang,  Inc.



Dated:  December  3,  2002                     By:  /s/  Lucien  Geldzahler
                                                    -----------------------
                                               Lucien  Geldzahler
                                               President
                                       14
<PAGE>
                                 CERTIFICATIONS
     I,  Lucien  Geldzahler,  certify  that:

1)     I  have  reviewed this quarterly report on Form 10-QSB of Travlang, 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
are  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  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 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  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):
                                       15
<PAGE>
     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

6)     The  registrant's  other certifying officers 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:  December  3,  2002                  By: /s/  Lucien  Geldzahler
                                               -----------------------
                                              Chief  Financial  Officer
                                       16
<PAGE>
     I,  Shmuel  Weiss,  certify  that:

7)     I  have  reviewed this quarterly report on Form 10-QSB of Travlang, Inc.;

8)     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
are  made,  not  misleading with respect to the period covered by this quarterly
report;

9)     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;

10)     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  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 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;

11)     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  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
                                       17
<PAGE>

12)     The  registrant's other certifying officers 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:  December  3,  2002                      By: /s/  Shmuel  Weiss
                                                   ------------------
                                                   Chief Executive Officer

                      CERTIFICATION PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

     The undersigned, Shmuel Weiss and Lucien Geldzahler, hereby jointly certify
as  follows:

(a)  They  are  the  Chief  Executive  Officer  and the Chief Financial Officer,
respectively,  of  Travlang,  Inc.  (the  "Company");

(b)  To  the  best  of  their  knowledge, the Company's Quarterly Report on Form
10-QSB  for  the quarter ended September 30, 2002 (the "Report") complies in all
material  respects  with  the  requirements  of  Section 13(a) of the Securities
Exchange  Act  of  1934,  as  amended;  and

(c)  To  the  best  of  their  knowledge, based upon a review of the Report, the
information  contained  in the Report fairly presents, in all material respects,
the  financial condition and results of operations of the Company for the period
certified.

Dated:  December  3,  2002                      By: /s/ Shmuel Weiss
                                                    ----------------
                                                    Shmuel Weiss
                                                   (Chief Executive Officer)

                                                By: /s/  Lucien  Geldzahler
                                                    -----------------------
                                                    Lucien  Geldzahler
                                                    (Chief Financial Officer)




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