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 March 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     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 or organization)                              Identification No.)


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


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


                                       N/A
              (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 May 7,  2003,  the issuer had
outstanding 9,267,168 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>
                                                                   MARCH 31,        JUNE 30,
                                                                     2003             2002
                                                                  ------------    ------------
                                                                  (Unaudited)
<S>                                                               <C>             <C>
                                     ASSETS
Current Assets:
  Cash and cash equivalents                                       $    140,048    $    195,249
  Accounts receivable - trade, net                                     494,269         615,084
  Inventory                                                            267,171         174,697
  Prepaid expenses and other current assets                             41,645          47,708
                                                                  ------------    ------------

    TOTAL CURRENT ASSETS                                               943,133       1,032,738

PROPERTY AND EQUIPMENT, NET                                            119,505         142,984
                                                                  ------------    ------------

    TOTAL ASSETS                                                  $  1,062,638    $  1,175,722
                                                                  ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Current portion of long-term debt                               $    280,701    $    134,068
  Accounts payable                                                     361,902         355,381
  Accrued liabilities                                                  133,769         214,641
  Deferred revenue                                                     273,820         311,143
                                                                  ------------    ------------

    TOTAL CURRENT LIABILITIES                                        1,050,192       1,015,233

LONG-TERM DEBT, LESS CURRENT PORTION                                   630,950         733,555
                                                                  ------------    ------------

    TOTAL LIABILITIES                                                1,681,142       1,748,788
                                                                  ------------    ------------

COMMITMENTS:                                                                --              --

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.005 par value, 50,000,000 shares authorized,
    9,267,168 and 9,105,828 shares issued and outstanding               46,336          45,529
  Contributed capital                                                6,095,295       6,052,120
  Accumulated deficit                                               (6,760,135)     (6,670,715)
                                                                  ------------    ------------

    TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                              (618,504)       (573,066)
                                                                  ------------    ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $  1,062,638    $  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              NINE MONTHS ENDED
                                         MARCH 31,                       MARCH 31,
                               ----------------------------    ----------------------------
                                   2003            2002            2003            2002
                               ------------    ------------    ------------    ------------
<S>                            <C>             <C>             <C>             <C>
Revenues:
  Product sales                $    785,132    $    600,803    $  2,505,350    $  1,904,758
  Services revenue                  220,174         156,622         644,957         461,429
                               ------------    ------------    ------------    ------------

    TOTAL REVENUES                1,005,306         757,425       3,150,307       2,366,187
                               ------------    ------------    ------------    ------------

COST OF REVENUES:
  Product                           353,078         251,032       1,030,831         810,357
  Services                          129,895         104,574         385,550         355,682
                               ------------    ------------    ------------    ------------

    TOTAL COST OF REVENUES          482,973         355,606       1,416,381       1,166,039
                               ------------    ------------    ------------    ------------

GROSS PROFIT                        522,333         401,819       1,733,926       1,200,148
                               ------------    ------------    ------------    ------------

COSTS AND EXPENSES:
  Sales and marketing               216,746         188,714         768,752         614,009
  Research and development          147,506         171,814         480,373         516,827
  General and administrative        173,011         167,452         516,466         517,170
                               ------------    ------------    ------------    ------------

    TOTAL COSTS AND EXPENSES        537,263         527,980       1,765,591       1,648,006
                               ------------    ------------    ------------    ------------

NET LOSS FROM OPERATIONS            (14,930)       (126,161)        (31,665)       (447,858)
                               ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE):
  Interest expense                  (19,630)        (21,068)        (58,992)        (67,598)
  Other                                  81             933             122           1,991
  Interest income                         6           1,102           1,115           3,048
                               ------------    ------------    ------------    ------------

                                    (19,543)        (19,033)        (57,755)        (62,559)
                               ------------    ------------    ------------    ------------

NET LOSS                       $    (34,473)   $   (145,194)   $    (89,420)   $   (510,417)
                               ============    ============    ============    ============

BASIC LOSS PER SHARE           $      (0.00)   $      (0.02)   $      (0.01)   $      (0.08)
                               ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING              9,219,902       7,706,661       9,194,268       6,759,240
                               ============    ============    ============    ============
</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 NINE MONTH PERIOD ENDED MARCH 31, 2003 (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          161,340            807         43,175             --          43,982
Net loss                                            --             --             --        (89,420)        (89,420)
                                          ------------   ------------   ------------   ------------    ------------
Balance at March 31, 2003                    9,267,168   $     46,336   $  6,095,295   $ (6,760,135)   $   (618,504)
                                          ============   ============   ============   ============    ============
</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)

                                                        NINE MONTHS ENDED
                                                            MARCH 31
                                                   ----------------------------
                                                       2003            2002
                                                   ------------    ------------
Increase (Decrease) in Cash and Cash Equivalents:
  Cash flows from operating activities:
  Net loss                                         $    (89,420)   $   (510,417)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
    Depreciation                                         46,652          61,699
    Common stock issued for services                     43,982           7,200
  Changes in Assets and Liabilities:
    Accounts receivable-trade                           120,815          80,053
    Inventory                                           (92,474)         57,751
    Prepaid expenses and other current assets             6,063           4,186
    Accounts payable                                      6,521         (55,630)
    Accrued liabilities                                 (80,872)        (18,418)
    Deferred revenue                                    (37,323)         47,943
                                                   ------------    ------------
      NET CASH USED BY OPERATING ACTIVITIES             (76,056)       (325,633)
                                                   ------------    ------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                  (23,173)        (33,788)
                                                   ------------    ------------
      NET CASH USED BY INVESTING ACTIVITIES             (23,173)        (33,788)
                                                   ------------    ------------

  CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of capital leases                         (17,589)        (20,309)
    Proceeds from debt                                  150,000         560,000
    Proceeds from issuance of common stock                   --         495,000
    Repayment of debt                                   (88,383)       (410,985)
                                                   ------------    ------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES          44,028         623,706
                                                   ------------    ------------

Net change in cash and cash equivalents                 (55,201)        264,285

Cash and cash equivalents at beginning of period        195,249         177,586
                                                   ------------    ------------

Cash and cash equivalents at end of period         $    140,048    $    441,871
                                                   ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid                                    $     62,966    $     71,852
                                                   ============    ============
  Income taxes paid                                $         --    $         --
                                                   ============    ============
NONCASH INVESTING AND FINANCING ACTIVITIES:
  Assets aquired by entering into capital leases   $         --    $     24,816
                                                   ============    ============
  Conversion of related party debt to equity       $         --    $     60,000
                                                   ============    ============

                   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 nine month periods ended March 31, 2003, 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.

NEW ACCOUNTING PRONOUNCEMENTS:

     In December 2002, the Financial  Accounting  Standards  Board "FASB" issued
Statement of Financial  Accounting  Standards  "SFAS" No. 148,  "Accounting  for
Stock-Based  Compensation  -  Transition  and  Disclosure - an amendment of FASB
Statement No. 123." This statement  provides  alternative  methods of transition
for a voluntary  change to the fair value method of accounting  for  stock-based
compensation. The statement amends the disclosure requirements of FASB Statement
No. 123 to require  prominent  disclosure  in both annual and interim  financial
statements  about the method of accounting for stock-based  compensation and the
effect  of the  method  used on  reported  results.  The  Company  accounts  for
stock-based  compensation  arrangements  in  accordance  with the  provisions of
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and complies with the  disclosure  provisions of FASB Statement No.
123.  The  transition  provisions  are  effective  for fiscal years ending after
December 15, 2002. The disclosure  provisions are effective for interim  periods
beginning  after  December  15,  2002.  The  Company  implemented  the  required
disclosure  provisions  in the three  month  period  ended March 31,  2003.  The
adoption of this  statement  is not  expected  to have a material  impact on the
Company's consolidated  financial position,  results of operations or cash flows

                                       6
<PAGE>
as the Company does not anticipate making the voluntary change to the fair value
method of accounting for stock-based compensation.

     The  company  has  adopted  FAS  No.  123,   "Accounting   for  Stock-Based
Compensation".  Under FAS No. 123, companies can, but are not required to, elect
to recognize  compensation expense for all stock-based awards using a fair value
methodology.   The  company  has  adopted  the  disclosure-only  provisions,  as
permitted  by FAS No. 123.  The  company  applies APB Opinion No. 25 and related
interpretations in accounting for its stock-based plans.  Accordingly,  there is
no related  compensation  expense recorded in the Company's financial statements
for the periods  presented.  Had compensation cost for stock-based  compensation
been  determined  based on the fair  value of the  options  at the  grant  dates
consistent  with the  method of SFAS 123,  the  Company's  net loss and loss per
share for the three and nine  months  ended  March 31,  2003 and 2002 would have
been reduced to the pro forma amounts presented below:

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED MARCH 31,    NINE MONTHS ENDED MARCH 31,
                                           ----------------------------    ----------------------------
                                               2003            2002            2003            2002
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
NET LOSS:
As reported                                $    (34,473)   $   (145,194)   $    (89,240)   $   (510,417)

Deduct: Total stock-based employee
  compensation expsense determined
  under the fair value based method for
  all awards, net of related tax effects        (67,087)        (75,887)        (92,810)        (99,120)
                                           ------------    ------------    ------------    ------------

Pro forma                                  $   (101,560)   $   (221,081)   $   (182,050)   $   (609,537)
                                           ============    ============    ============    ============

LOSS PER SHARE:
As reported                                $      (0.00)   $      (0.02)   $      (0.01)   $      (0.08)
                                           ============    ============    ============    ============
Pro forma                                  $      (0.01)   $      (0.03)   $      (0.02)   $      (0.09)
                                           ============    ============    ============    ============
</TABLE>

The fair value of option  grants is estimated as of the date of grant  utilizing
the  Black-Scholes  option-pricing  model with the  following  weighted  average
assumptions  for all  grants,  expected  life of  options  of three  (3)  years,
risk-free  interest  rates of seven  percent  (7%),  volatility  at twenty  five
percent (25%), and a zero percent (0%) dividend yield.

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

                                       7
<PAGE>
$400,000  borrowing  capacity  through  December  31,  2003.  At March 31, 2003,
$150,000 was outstanding under the two credit facilities.

     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.

STOCKHOLDERS' EQUITY:

STOCK ISSUANCE:

     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 in  consideration  for the
issuance of the common stock.

     In March 2003,  the Company issued 47,797 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  September 1, 2002 to December 31, 2002.
The Company did not receive any funds in  consideration  for the issuance of the
common stock.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CRITICAL ACCOUNTING POLICIES

     Our   significant   accounting   policies  are  described  in  the  audited
consolidated  financial  statements and notes thereto  included in the Company's
Annual  Report on Form 10-KSB for the year ended June 30,  2002.  We believe our
most critical accounting policies are revenue recognition,  software development
costs and the allowance for potentially uncollectible accounts receivable.

     The  Company  derives  its  revenues  from  the  sale  of  frontline  labor
management  systems  as  well  as  sales  of  application  software,  parts  and
components.  The  Company's  systems  consist of fully  integrated  software and
intelligent  data  collection  terminals.  The Company also derives  revenues by
providing  maintenance,  professional and educational services to its customers.
The Company recognizes revenues from sales of its systems, application software,
parts and components at the time of shipment, unless the Company has significant
obligations  remaining.  When  significant  obligations  remain,  revenue is not
recognized  until  such  obligations  have  been  completed  or  are  no  longer
significant.  The Company  recognizes  revenues  from its  sales-type  leases of
systems at time of shipment.  Service  revenues are recognized  ratably over the
contractual period or as the services are performed.

     The Company provides  installation  services and certain  warranties to its
customers. It also provides, without additional charge, certain software product
enhancements for customers  covered under software  maintenance  contracts.  The
provision for these expenses are made at the time revenues are recognized.

     The Company  capitalizes  software  development  costs in  accordance  with
Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed."  Capitalization of
software  development  costs  begins  upon the  establishment  of  technological
feasibility of the product.  The establishment of technological  feasibility and
the  ongoing   assessment  of  the   recoverability   of  these  costs  requires
considerable  judgment by management  with respect to certain  external  factors
including,  but not  limited  to,  anticipated  future  gross  product  revenue,
estimated  economic  life,  and changes in  software  and  hardware  technology.
Amortization of capitalized  software development costs begins when the products
are  available   for  general   release  to  customers  and  is  computed  on  a
product-by-product  basis using straight-line  amortization with useful lives of
five years or, if less,  the remaining  estimated  economic life of the product.
Amounts related to internal software development that could be capitalized under
this statement were immaterial.

     The Company provides for potentially  uncollectible  accounts receivable by
use of the allowance  method.  The allowance is provided  based upon a review of
the  individual  accounts  outstanding,  and  the  Company's  prior  history  of
uncollectible  accounts  receivable.  It is the Company's  practice to record an
estimated  allowance  for sales  returns  and  adjustments  based on  historical
experience and to record  individual  charges for sales returns and  adjustments
directly to revenue as incurred.

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002

     REVENUES.  Revenue  for the nine month  period  ended  March 31,  2003 (the
"reporting period"),  rose 33% to $3,150,307,  compared to revenue of $2,366,187
for the nine month period ended March 31, 2002 (the  "comparable  period").  The
Company  increased  product  sales by 32% and  services  revenue by 40% over the
comparable  period.  The increase was  primarily  attributable  to the Company's
reseller sales  operations.  The Company  believes this increase was principally

                                       9
<PAGE>
the result of an increased  marketing  effort in the reseller sales  operations.
During the reporting  period the Company  increased  its  attendance at industry
trade shows and performed more reseller training programs than in the comparable
period.  The Company also offered two reseller sales  incentive  programs in the
reporting period that were not offered in the comparable period.

     GROSS PROFIT.  Gross profit as a percentage of revenues increased to 55% in
the reporting  period,  compared to 51% in the  comparable  period.  The Company
increased the gross profit percentage on product sales by 1% over the comparable
period and increased the gross profit percentage on services revenue by 17% over
the  comparable  period.  The  increase in gross profit  percentage  on services
revenue is primarily due to a 40% increase in services  revenue in the reporting
period while  limiting  the increase in cost of services to 8% in the  reporting
period over the comparable period.

     EXPENSES. Total costs and expenses were $1,765,591,  or 56% of revenues, in
the  reporting  period,  compared  to  $1,648,006,  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  primarily  maintaining  the same  level of  research  and
development  and  general  and  administrative  expenses.  Sales  and  marketing
expenses were $768,752, or 24% of revenues, in the reporting period, compared to
$614,009,  or 26% of revenues,  in the comparable  period. The increase in sales
and  marketing  expense in the  reporting  period is primarily  due to increased
labor  costs  as a result  of  increased  headcount  in the  Company's  sale and
marketing  departments  over the  comparable  period.  Research and  development
expenses were $480,373, or 15% of revenues, in the reporting period, compared to
$516,827,   or  22%  of  revenues,   in  the  comparable  period.   General  and
administrative  expenses  were  $516,466,  or 16% of revenues,  in the reporting
period, compared to $517,170, or 22% of revenues, in the comparable period.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002

     REVENUES.  Revenue  for the three  month  period  ended March 31, 2003 (the
"reporting period"), rose 33% to $1,005,306, compared to revenue of $757,425 for
the three  month  period  ended March 31, 2002 (the  "comparable  period").  The
Company  increased  product  sales by 31% and  services  revenue by 41% over the
comparable  period.  The increase was  primarily  attributable  to the Company's
reseller sales  operations.  The Company  believes this increase was principally
the result of an increased  marketing  effort in the  Company's  reseller  sales
operations.  During the reporting period the Company increased its attendance at
industry trade shows and performed more reseller  training  programs than in the
comparable period.

     GROSS PROFIT.  Gross profit as a percentage of revenues decreased to 52% in
the reporting  period,  compared to 53% in the  comparable  period.  The Company
experienced  a decrease in the gross profit  percentage  on product  sales by 3%
over the comparable period and increased the gross profit percentage on services
revenue  by 8%  over  the  comparable  period.  The  decrease  in  gross  profit
percentage  on  product  sales is  primarily  due to an  increase  in  biometric
hardware  unit sales as a  percentage  of hardware  unit sales which  generate a
lower gross  profit than other  hardware  units.  The  increase in gross  profit
percentage  on services  revenue is primarily  due to a 41% increase in services
revenue in the reporting  period while limiting the increase in cost of services
to 24% in the reporting period over the comparable period.

     EXPENSES.  Total costs and expenses were $537,263,  or 53% of revenues,  in
the  reporting  period,  compared  to  $527,980,  or  70%  of  revenues,  in the
comparable period. The decrease in costs and expenses as a percentage of revenue

                                       10
<PAGE>
in the reporting period is primarily due to an increase in revenue of 33% in the
reporting period over the comparable period while limiting the increase of total
costs and expenses to 2% in the  reporting  period over the  comparable  period.
Sales and marketing expenses were $216,746, or 22% of revenues, in the reporting
period,  compared to  $188,714 or 25% of  revenues,  in the  comparable  period.
Research and  development  expenses were  $147,506,  or 15% of revenues,  in the
reporting period,  compared to $171,814,  or 23% of revenues,  in the comparable
period.  General and administrative  expenses were $173,011, or 17% of revenues,
in the  reporting  period,  compared to  $167,452,  or 22% of  revenues,  in the
comparable period.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2003, the Company had a working  capital  deficit of $107,059,
compared  to a working  capital of  $161,744  at March 31,  2002.  Cash and cash
equivalents at those dates amounted to $140,048 and $441,871, respectively.

     OPERATIONS.  Net  cash  used by  operations  decreased  to  $76,056  in the
reporting  period,  compared to net cash used by  operations  of $325,633 in the
comparable  period.  The net  cash  used in the  current  period  was  primarily
attributable  to the net loss along with an increase in inventory  and decreases
in 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 $249,577 in the reporting period primarily by reducing the
net loss by $420,997 over the comparable period.

     INVESTMENT  ACTIVITIES.  For the reporting period, the Company used $23,173
to  purchase  property  and  equipment,  compared  to  $33,788 of  property  and
equipment purchases in the comparable period.

     FINANCING ACTIVITIES.  The Company generated $44,028 of cash from financing
activities  in the  reporting  period from  $150,000 in proceeds from debt while
repaying  debt of  $105,972.  In the  comparable  period the  Company  generated
$623,706 of cash from financing  activities  primarily through proceeds from the
issuance of common stock and 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 or private 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.

                                       11
<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.

                                       12
<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 current  reports on Form 8-K were filed  during the  quarter  ended
          March 31, 2003.

                                       13
<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.


Dated: May 15, 2003                     VITRIX, INC.

                                        By: /s/ Craig J. Smith
                                            ------------------------------------
                                            Craig J. Smith
                                            Chief Financial Officer
                                            (Principal Accounting Officer)

                                       14
<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 March 31, 2003 (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: May 15, 2003

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

                                       15
<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 March 31, 2003 (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: May 15, 2003

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

                                       16
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------
  99.1      Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

                                       17