U.S. 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 December 31, 2002

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

     For the transition period from _________ to _________


                         Commission File number 33-58694


                                  VITRIX, INC.
        (Exact name of small business issuer as specified in its charter)


           Nevada                                                 13-3465289
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)


              51 West Third Street, Suite 310, Tempe, Arizona 85281
                    (Address of principal executive offices)


                                 (480) 296-0400
                          (Issuer's telephone number)


              (Former name, former address and former fiscal year,
                         if changed since last report)


State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: At February 7, 2003, the issuer had
outstanding 9,219,371 shares of Common Stock, par value $.005 per share.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                           VITRIX, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,    JUNE 30,
                                                                      2002           2002
                                                                   -----------    -----------
                                                                   (Unaudited)
<S>                                                                <C>            <C>
                                   ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                      $   134,621    $   195,249
    Accounts receivable - trade, net                                   566,064        615,084
    Inventory                                                          178,841        174,697
    Prepaid expenses and other current assets                           44,502         47,708
                                                                   -----------    -----------

      TOTAL CURRENT ASSETS                                             924,028      1,032,738

PROPERTY AND EQUIPMENT, NET                                            111,807        142,984
                                                                   -----------    -----------

      TOTAL ASSETS                                                 $ 1,035,835    $ 1,175,722
                                                                   ===========    ===========
               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Current portion of long-term debt                              $   179,226    $   134,068
    Accounts payable                                                   323,534        355,381
    Accrued liabilities                                                185,433        214,641
    Deferred revenue                                                   273,928        311,143
                                                                   -----------    -----------

      TOTAL CURRENT LIABILITIES                                        962,121      1,015,233

LONG-TERM DEBT, LESS CURRENT PORTION                                   665,393        733,555
                                                                   -----------    -----------

      TOTAL LIABILITIES                                              1,627,514      1,748,788
                                                                   -----------    -----------
COMMITMENTS:                                                                --             --

STOCKHOLDERS' EQUITY (DEFICIT):
    Common stock, $.005 par value, 50,000,000 shares authorized,
      9,219,371 and 9,105,828 shares issued and outstanding             46,097         45,529
    Contributed capital                                              6,087,886      6,052,120
    Accumulated deficit                                             (6,725,662)    (6,670,715)
                                                                   -----------    -----------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                            (591,679)      (573,066)
                                                                   -----------    -----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $ 1,035,835    $ 1,175,722
                                                                   ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       2
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED              SIX MONTHS ENDED
                                        DECEMBER 31,                  DECEMBER 31,
                                --------------------------    --------------------------
                                    2002           2001           2002           2001
                                -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>
REVENUES:
   Product sales                $   810,534    $   625,897    $ 1,720,217    $ 1,303,955
   Services revenue                 226,230        163,769        424,783        304,807
                                -----------    -----------    -----------    -----------

     TOTAL REVENUES               1,036,764        789,666      2,145,000      1,608,762
                                -----------    -----------    -----------    -----------
COST OF REVENUES:
   Product                          319,060        272,268        677,754        559,325
   Services                         129,912        112,740        255,657        241,212
                                -----------    -----------    -----------    -----------

     TOTAL COST OF REVENUES         448,972        385,008        933,411        800,537
                                -----------    -----------    -----------    -----------

GROSS PROFIT                        587,792        404,658      1,211,589        808,225
                                -----------    -----------    -----------    -----------
COSTS AND EXPENSES:
   Sales and marketing              291,006        202,834        552,008        425,295
   Research and development         163,829        170,389        332,869        354,910
   General and administrative       178,541        158,912        343,447        349,717
                                -----------    -----------    -----------    -----------

     TOTAL COSTS AND EXPENSES       633,376        532,135      1,228,324      1,129,922
                                -----------    -----------    -----------    -----------

NET LOSS FROM OPERATIONS            (45,584)      (127,477)       (16,735)      (321,697)
                                -----------    -----------    -----------    -----------
OTHER INCOME (EXPENSE):
   Interest expense                 (20,382)       (19,061)       (39,361)       (46,530)
   Other                                 40            725             40          1,058
   Interest income                      364            565          1,109          1,946
                                -----------    -----------    -----------    -----------

                                    (19,978)       (17,771)       (38,212)       (43,526)
                                -----------    -----------    -----------    -----------

NET LOSS                        $   (65,562)   $  (145,248)   $   (54,947)   $  (365,223)
                                ===========    ===========    ===========    ===========

BASIC LOSS PER SHARE            $     (0.01)   $     (0.02)   $     (0.01)   $     (0.06)
                                ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING             9,219,371      6,295,828      9,181,729      6,295,828
                                ===========    ===========    ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       3
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                      FOR THE YEAR ENDED JUNE 30, 2002
          AND THE SIX MONTH PERIOD ENDED DECEMBER 31, 2002 (Unaudited)

<TABLE>
<CAPTION>
                                                COMMON STOCK
                                          -------------------------   CONTRIBUTED   ACCUMULATED
                                             SHARES        AMOUNT       CAPITAL       DEFICIT         TOTAL
                                          -----------   -----------   -----------   -----------    -----------
<S>                                       <C>           <C>           <C>           <C>            <C>
Balance at June 30, 2001                    6,295,828   $    31,479   $ 5,503,970   $(6,014,863)   $  (479,414)

Sale of common stock                        2,475,000        12,375       482,625            --        495,000
Conversion of debt from a related party       300,000         1,500        58,500            --         60,000
Issuance of common stock for services          35,000           175         7,025            --          7,200
Net loss                                           --            --            --      (655,852)      (655,852)
                                          -----------   -----------   -----------   -----------    -----------
Balance at June 30, 2002                    9,105,828        45,529     6,052,120    (6,670,715)      (573,066)

Issuance of common stock for services         113,543           568        35,766            --         36,334
Net Loss                                           --            --            --       (54,947)       (54,947)
                                          -----------   -----------   -----------   -----------    -----------
Balance at December 31, 2002                9,219,371   $    46,097   $ 6,087,886   $(6,725,662)   $  (591,679)
                                          ===========   ===========   ===========   ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       4
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED
                                                                 DECEMBER 31,
                                                            ----------------------
                                                               2002         2001
                                                            ---------    ---------
<S>                                                         <C>          <C>
Increase (Decrease) in Cash and Cash Equivalents:
 Cash flows from operating activities:
 Net income (loss)                                          $ (54,947)   $(365,223)
 Adjustments to reconcile net income (loss) to net
       cash used by operating activities:
       Depreciation                                            34,044       41,611
       Common stock issued for services                        36,334           --
 Changes in Assets and Liabilities:
       Accounts receivable-trade                               49,020      128,325
       Inventory                                               (4,144)      55,664
       Prepaid expenses and other current assets                3,206       (3,969)
       Accounts payable                                       (31,847)      44,152
       Accrued liabilities                                    (29,208)     (35,940)
       Deferred revenue                                       (37,215)      23,345
                                                            ---------    ---------
          NET CASH USED BY OPERATING ACTIVITIES               (34,757)    (112,035)
                                                            ---------    ---------
 CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of property and equipment                      (2,867)     (28,977)
                                                            ---------    ---------
         NET CASH USED BY INVESTING ACTIVITIES                 (2,867)     (28,977)
                                                            ---------    ---------
 CASH FLOWS FROM FINANCING ACTIVITIES:
       Repayment of capital leases                            (13,705)     (13,921)
       Proceeds from debt                                      50,000      530,000
       Repayment of debt                                      (59,299)    (386,429)
                                                            ---------    ---------
         NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES     (23,004)     129,650
                                                            ---------    ---------

Net change in cash and cash equivalents                       (60,628)     (11,362)

Cash and cash equivalents at beginning of period              195,249      177,586
                                                            ---------    ---------
Cash and cash equivalents at end of period                  $ 134,621    $ 166,224
                                                            =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Interest paid                                         $  43,335    $  54,572
                                                            =========    =========
      Income taxes paid                                     $      --    $      --
                                                            =========    =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
      Assets aquired by entering into capital leases        $      --    $  24,816
                                                            =========    =========
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       5
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND INTERIM CONSOLIDATED FINANCIAL STATEMENTS

     The accompanying  unaudited  consolidated  financial  statements of Vitrix,
Inc. and subsidiary ("Vitrix" or the "Company") have been prepared in accordance
with generally accepted accounting  principles  ("GAAP"),  pursuant to the rules
and  regulations of the Securities and Exchange  Commission,  and are unaudited.
Accordingly,  they do not include all the information and footnotes  required by
GAAP for  complete  financial  statements.  In the  opinion of  management,  all
adjustments  (which include only normal recurring  adjustments)  necessary for a
fair  presentation  of the results for the interim  periods  presented have been
made.  The results for the three and six-month  periods ended December 31, 2002,
may not be  indicative  of the  results  for the entire  year.  These  financial
statements  should be read in  conjunction  with the Company's  Annual Report on
Form 10-KSB for the fiscal year ended June 30, 2002.

     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  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

INCOME (LOSS) PER SHARE:

     Basic income  (loss) per share of common stock was computed by dividing the
net  income  (loss) by the  weighted  average  number of shares of common  stock
outstanding.

     Diluted  earnings  per share are  computed  based on the  weighted  average
number of shares of common stock and dilutive securities  outstanding during the
period. Dilutive securities are options and warrants that are freely exercisable
into common stock at less than the prevailing market price.  Dilutive securities
are not included in the weighted  average number of shares when inclusion  would
increase the earnings per share or decrease the loss per share.

LONG-TERM DEBT:

     On September 24, 2002, the Company  entered into a $200,000  revolving line
of credit  agreement  with an  affiliate  and  shareholder  of the Company  that
expires on December 31, 2003.  Outstanding  borrowings  under the line of credit
bear interest at the annual  percentage rate of 10%.  Interest only payments are
due monthly and the line of credit is secured by all assets of the  Company.  On
September  24, 2002,  the Company  extended the  termination  date of a separate
existing  $200,000 line of credit agreement with a shareholder from December 31,
2002 to December 31, 2003. The two credit facilities  provide the Company with a
$400,000  borrowing  capacity  through  December 31, 2003. At December 31, 2002,
$50,000 was outstanding under the two credit facilities.

STOCKHOLDERS' EQUITY:

     In August  2002,  the  Company  issued  113,543  shares of common  stock to
certain  resellers of the  Company's  products  pursuant to an  incentive  sales
program.  The  program  established  the  grant  of  common  stock  based on the
achievement  of certain sales levels during the period  November 1, 2001 to June
30, 2002.  The Company did not receive any funds from the issuance of the common
stock.

SUBSEQUENT EVENT:

     On February  10,  2003,  the Company  entered  into a Second  Amendment  to
Promissory Note Agreement (the  "Agreement") with a related party. The Agreement
extended the balloon payment on a $400,000  promissory note from October 2003 to
October 2004.

                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001

     REVENUES.  Revenue for the six month  period  ended  December 31, 2002 (the
"reporting period"),  rose 33% to $2,145,000,  compared to revenue of $1,608,762
for the six month period ended December 31, 2001 (the "comparable period").  The
Company  increased  product  sales by 32% and  services  revenue by 39% over the
comparable period. The Company believes this increase was principally the result
of increased customer demand for the Company's product solutions.

     GROSS PROFIT.  Gross profit as a percentage of revenues increased to 56% in
the reporting  period,  compared to 50% in the  comparable  period.  The Company
increased the gross profit percentage on product sales by 4% over the comparable
period and increased the gross profit percentage on services revenue by 19% over
the comparable  period. The increase in gross profit percentage on product sales
is  primarily  due to  lower  costs  on  hardware  sales  resulting  from  lower
negotiated  pricing on the units in the reporting period.  The increase in gross
profit  percentage  on services  revenue is  primarily  due to a 39% increase in
services   revenue  in  the  reporting   period  while   maintaining   costs  at
approximately the same level as in the comparable period.

     EXPENSES. Total costs and expenses were $1,228,324,  or 57% of revenues, in
the  reporting  period,  compared  to  $1,129,922,  or 70% of  revenues,  in the
comparable period. The decrease in costs and expenses as a percentage of revenue
in the reporting period is primarily due to increasing revenues in the reporting
period by 33% while  maintaining  the same level of research and development and
general and administrative expenses. Sales and marketing expenses were $552,008,
or 26% of revenues,  in the reporting  period,  compared to $425,295,  or 26% of
revenues,  in the  comparable  period.  Research and  development  expenses were
$332,869, or 16% of revenues, in the reporting period,  compared to $354,910, or
22% of revenues, in the comparable period.  General and administrative  expenses
were  $343,447,  or 16%  of  revenues,  in the  reporting  period,  compared  to
$349,717, or 22% of revenues, in the comparable period.

COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001

     REVENUES.  Revenue for the three month period ended  December 31, 2002 (the
"reporting period"), rose 31% to $1,036,764, compared to revenue of $789,666 for
the three month period ended December 31, 2001 (the  "comparable  period").  The
Company  increased  product  sales by 30% and  services  revenue by 38% over the
comparable period. The Company believes this increase was principally the result
of increased customer demand for the Company's product solutions.

     GROSS PROFIT.  Gross profit as a percentage of revenues increased to 57% in
the reporting  period,  compared to 51% in the  comparable  period.  The Company
increased the gross profit percentage on product sales by 4% over the comparable
period and increased the gross profit percentage on services revenue by 12% over
the comparable  period. The increase in gross profit percentage on product sales
is  primarily  due to  lower  costs  on  hardware  sales  resulting  from  lower
negotiated  pricing on the units in the reporting period.  The increase in gross
profit  percentage  on services  revenue is  primarily  due to a 38% increase in
services   revenue  in  the  reporting   period  while   maintaining   costs  at
approximately the same level as in the comparable period.

                                       7
<PAGE>
     EXPENSES.  Total costs and expenses were $633,376,  or 61% of revenues,  in
the  reporting  period,  compared  to  $532,135,  or  67%  of  revenues,  in the
comparable period. The decrease in costs and expenses as a percentage of revenue
in the reporting period is primarily due to an increase in revenue of 31% in the
reporting period over the comparable period while limiting the increase of total
costs and expenses to 19% in the reporting  period over the  comparable  period.
Sales and marketing expenses were $291,006, or 28% of revenues, in the reporting
period,  compared to $202,834,  or 26% of revenues,  in the  comparable  period.
Research and  development  expenses were  $163,829,  or 16% of revenues,  in the
reporting period,  compared to $170,389,  or 22% of revenues,  in the comparable
period.  General and administrative  expenses were $178,541, or 17% of revenues,
in the  reporting  period,  compared to  $158,912,  or 20% of  revenues,  in the
comparable period.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2002, the Company had a working capital deficit of $38,093,
compared to a working capital deficit of $226,869 at December 31, 2001. Cash and
cash equivalents at those dates amounted to $134,621 and $166,224, respectively.

     OPERATIONS.  Net  cash  used by  operations  decreased  to  $34,757  in the
reporting  period,  compared to net cash used by  operations  of $112,035 in the
comparable  period.  The net  cash  used in the  current  period  was  primarily
attributable to the net loss along with decreases in accounts  payable,  accrued
liabilities and deferred  revenue,  which was partially  offset by a decrease in
accounts  receivable.  The  Company  was able to  reduce  its net  cash  used by
operations by $77,278 in the reporting period primarily by reducing the net loss
by $310,276 over the comparable period.

     INVESTMENT ACTIVITIES. For the reporting period, the Company used $2,867 to
purchase  property and equipment,  compared to $28,977 of property and equipment
purchases in the comparable period.

     FINANCING  ACTIVITIES.  The  Company  used  $23,004  of cash for  financing
activities  in the  reporting  period.  The decrease in cash used for  financing
activities was primarily due to the repayment of debt. In the comparable  period
the Company  generated  $129,650  of cash from  financing  activities  primarily
through proceeds from debt.

     The Company's  liquidity is affected by many other  factors,  some based on
the  normal  ongoing  operations  of the  business  and  others  related  to the
uncertainties of the industry and global economies.  Although the Company's cash
requirements  will  fluctuate  based on the timing and extent of these  factors,
management  believes  that cash  generated  from  operations,  together with the
Company's borrowing capacity under its two credit facilities, will be sufficient
to satisfy commitments for capital  expenditures and other cash requirements for
the next 12 months. The Company may, however,  seek to obtain additional capital
through a line of credit at a financial  institution or through  additional debt
or equity offerings during this time period.  The raising of additional  capital
in public markets will primarily be dependent upon prevailing  market conditions
and the demand for the  Company's  products and  services.  No assurance  can be
given that the Company will be able to raise additional capital,  when needed or
at all, or that such capital, if available, will be on acceptable terms.

                                       8
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

     Within the 90 days prior to the date 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  President and Chief  Executive
Officer along with the Company's Chief Financial  Officer,  of the effectiveness
of the design and operation of the Company's  disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,  the Company's
President and Chief  Executive  Officer along with the Company's Chief Financial
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective  in timely  alerting  them to  material  information  relating  to the
Company (including its consolidated  subsidiary)  required to be included in the
Company's  periodic SEC filings.  There have been no significant  changes in the
Company's internal controls or in other factors that could significantly  affect
internal controls subsequent to the date the Company carried out its evaluation.

FORWARD-LOOKING INFORMATION

     The statements  contained in this Quarterly  Report on Form 10-QSB that are
not historical fact are  forward-looking  statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995) which the Company believes
are within the meaning of Section 27A of the Securities Act of 1933, as amended,
and  Section  21E of the  Securities  Exchange  Act of  1934,  as  amended.  The
forward-looking  statements  contained herein are based on current  expectations
that  involve a number  of risks  and  uncertainties.  These  statements  can be
identified  by the  use  of  forward-looking  terminology  such  as  "believes,"
"expects," "may," "will," "should," or "anticipates," or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy that involve risks and uncertainties. The Company wishes to caution the
reader that these  forward-looking  statements that are not historical facts are
only predictions.  No assurances can be given that the future results indicated,
whether expressed or implied,  will be achieved.  While sometimes presented with
numerical  specificity,  these projections and other forward-looking  statements
are based upon a variety of assumptions relating to the business of the Company,
which,  although  considered  reasonable  by the  Company,  may not be realized.
Because  of the  number  and  range  of  assumptions  underlying  the  Company's
projections  and  forward-looking  statements,  many of  which  are  subject  to
significant  uncertainties  and  contingencies  that are beyond  the  reasonable
control of the Company, some of the assumptions inevitably will not materialize,
and  unanticipated  events and circumstances may occur subsequent to the date of
this report. These forward-looking  statements are based on current expectations
and the Company assumes no obligation to update this information. Therefore, the
actual  experience  of the Company and the  results  achieved  during the period
covered by any particular  projections or forward-looking  statements may differ
substantially from those projected.  Consequently,  the inclusion of projections
and other forward-looking  statements should not be regarded as a representation
by the Company or any other person that these estimates and projections  will be
realized, and actual results may vary materially. There can be no assurance that
any of these  expectations  will be realized or that any of the  forward-looking
statements contained herein will prove to be accurate.

                                       9
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is from time to time involved in legal proceedings arising from
the normal course of business. As of the date of this report, the Company is not
currently involved in any legal proceedings.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following exhibits are filed herewith pursuant to Regulation S-B.

          NO.                           DESCRIPTION
          ---                           -----------

         99.1  Certification Pursuant to Section 906 of Sarbanes-Oxley
               Act of 2002.

     (b) Reports on Form 8-K

         No reports were filed on Form 8-K during the quarter ended
         December 31, 2002.

                                       10
<PAGE>
                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        VITRIX, INC.

Dated: February 12, 2003                By /s/ Craig J. Smith
                                           --------------------------------
                                           Craig J. Smith
                                           Chief Financial Officer
                                           (Principal Accounting Officer)

                                       11
<PAGE>
I, Thomas S. Bednarik,  President and Chief  Executive  Officer of Vitrix,  Inc.
(the "Company"), certify that:

     (1) I have  reviewed this  Quarterly  Report on Form 10-QSB for the quarter
ended December 31, 2002 (the "Report");

     (2) Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information included in the Report,  fairly present in all material respects the
financial condition and results of operations of the Company as of, and for, the
periods represented in the Report.

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

          (a) designed such  disclosure  controls and  procedures to ensure that
     material  information  relating to the Company,  including its consolidated
     subsidiary,   is  made  known  to  us  by  others  within  those  entities,
     particularly during the period in which this Report is being prepared;

          (b) evaluated the effectiveness of the Company's  disclosure  controls
     and  procedures as of a date within 90 days prior to the filing date of the
     Report; and

          (c) presented in the Report our conclusions about the effectiveness of
     the disclosure  controls and procedures based on the required evaluation as
     of that date.

     (5) The Company's  other  certifying  officers and I have  disclosed to the
Company's  auditors and to the audit  committee  of the 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 Company's  ability to
     record,  process,  summarize and report  financial data and have identified
     for the Company'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  Company's  internal
     controls.

     (6) The Company's  other  certifying  officers and I have  indicated in the
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  evaluation,  including  any  corrective  actions with regard to
significant deficiencies and material weaknesses.

Dated: February 12, 2003

By: /s/ Thomas S. Bednarik
    -----------------------------------------
    Thomas S. Bednarik
    President and Chief Executive Officer

                                       12
<PAGE>
I,  Craig J.  Smith,  Vice  President  - Finance  and  Administration  and Chief
Financial Officer of Vitrix, Inc. (the "Company"), certify that:

     (1) I have  reviewed this  Quarterly  Report on Form 10-QSB for the quarter
ended December 31, 2002 (the "Report");

     (2) Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information included in the Report,  fairly present in all material respects the
financial condition and results of operations of the Company as of, and for, the
periods represented in the Report.

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

          (a) designed such  disclosure  controls and  procedures to ensure that
     material  information  relating to the Company,  including its consolidated
     subsidiary,   is  made  known  to  us  by  others  within  those  entities,
     particularly during the period in which this Report is being prepared;

          (b) evaluated the effectiveness of the Company's  disclosure  controls
     and  procedures as of a date within 90 days prior to the filing date of the
     Report; and

          (c) presented in the Report our conclusions about the effectiveness of
     the disclosure  controls and procedures based on the required evaluation as
     of that date.

     (5) The Company's  other  certifying  officers and I have  disclosed to the
Company's  auditors and to the audit  committee  of the 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 Company's  ability to
     record,  process,  summarize and report  financial data and have identified
     for the Company'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  Company's  internal
     controls.

     (6) The Company's  other  certifying  officers and I have  indicated in the
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  evaluation,  including  any  corrective  actions with regard to
significant deficiencies and material weaknesses.

Dated: February 12, 2003

By: /s/ Craig J. Smith
    -------------------------------------------
    Craig J. Smith
    Vice President - Finance and Administration
    and Chief Financial Officer

                                       13
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION
-----------         -----------

   99.1             Certification Pursuant to Section 906 of Sarbanes-Oxley
                    Act of 2002.