UNITED STATES

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

                Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For Quarterly Period Ended March 31, 2003

Commission File Number 0-10832
                       -------

                             AFP Imaging Corporation
                             -----------------------
             (Exact name of registrant as specified in its charter)

           New York                                        13-2956272
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

          250 Clearbrook Road, Elmsford, New York                10523
          ---------------------------------------                -----
          (Address of principal executive offices)            (Zip Code)

                                  914-592-6100
                                  ------------
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes    No  X
                                               ---    ---

The registrant had 9,271,054 shares of Common Stock outstanding as of May
5, 2003.


                                       1

<PAGE>

This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of the Private Securities Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties and other factors
that could cause actual results of AFP Imaging Corporation (collectively with
its subsidiaries, the "Company") or achievements expressed or implied by such
forward-looking statements to not occur, not be realized or differ materially
from that stated in such forward-looking statements. Forward-looking statements
may be identified by terminology such as "may," "will," "could," "project,"
"expect," "believe," "estimate," "anticipate," "intend," "continue,"
"potential," "opportunity" or similar terms, variations of such terms, or the
negative of such terms or variations. Potential risks, uncertainties and factors
include, but are not limited to:

--   adverse changes in general economic conditions,
--   the economic, political and social impact of potential future terrorist
     attacks on the United States and those other countries in which the Company
     conducts its business,
--   any potential economic, political, and social impact from the continuing
     conflict in Iraq,
--   the Company's ability to repay its debts when due,
--   changes in the markets for the Company's products and services,
--   the ability of the Company to successfully design, develop, manufacture and
     sell new products,
--   the Company's ability to successfully market its existing and new products,
--   adverse business conditions,
--   increased competition,
--   pricing pressures,
--   risks associated with foreign operations,
--   the Company's ability to attract and retain key personnel,
--   difficulties in maintaining adequate long-term financing to meet the
     Company's obligations,
--   the willingness of the Company's senior secured lender to continue to waive
     violations of covenants contained in loan documents between the Company and
     the senior secured lender,
--   changes in the nature or enforcement of laws and regulations concerning the
     Company's products, services, suppliers, or the Company's customers,
--   changes in currency exchange rates and regulations, and
--   other factors set forth in this Quarterly Report on Form 10-Q, and the
     Company's Annual Report on Form 10-K for the year ended June 30, 2002, and
     from time to time in the Company's other filings with the Securities and
     Exchange Commission.

Readers are urged to carefully review and consider the various disclosures made
by the Company in this Form 10-Q, the Company's Annual Report on Form 10-K for
the year ended June 30, 2002, and the Company's other filings with the SEC.
These reports attempt to advise interested parties of the risks and factors
that may affect the Company's business, financial condition and results of
operations and prospects. The forward looking statements made in the Form 10-Q
speak only as of the date hereof and we disclaim any obligation to provide
updates, revisions or amendments to any forward looking statements to reflect
changes in the Company's expectations or future events.

PART I.  Financial Information
------------------------------

The consolidated financial statements included herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. While certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles in the United States have been condensed or
omitted pursuant to such rules and regulations, the Company believes that the
disclosures made herein are adequate to make the information presented not
misleading. It is recommended that these consolidated financial statements be
read in conjunction with the Company's consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2002.

In the opinion of the Company, all adjustments necessary to present fairly the
Company's consolidated financial position as of March 31, 2003, and the results
of its operations for the three and nine month periods ended March 31, 2003 and
2002, and its cash flows for the nine months periods then ended, have been
included.

                                       2

<PAGE>

<TABLE>
<CAPTION>

Item 1:  FINANCIAL STATEMENTS

                                         AFP Imaging Corporation and Subsidiaries
                            Consolidated Balance Sheets - March 31, 2003 and June 30, 2002
                            --------------------------------------------------------------

<S>                                         <C>          <C>                                                <C>           <C>
Assets                                March 31,     June 30,     Liabilities and Shareholders'        March 31,      June 30,
                                         2003         2002        Equity                                 2003          2002
                                    -------------  -----------                                      -------------  ------------
                                     (Unaudited)                                                     (Unaudited)
CURRENT ASSETS:                                                  CURRENT LIABILITIES:
 Cash and cash equivalents              $577,674     $516,494    Revolving credit loans and current
                                                                    portion of long-term debt         $1,982,225    $1,692,870
 Accounts receivable, less allowance                             Accounts payable                        781,906     1,358,696
  for doubtful accounts of $75,000                               Accrued expenses                        791,416       794,671
  and $104,000, respectively           1,765,662    2,464,586                                       -------------  ------------
                                                                 Total current liabilities             3,555,547     3,846,237
                                                                                                    -------------  ------------
 Inventories                           2,462,671    2,816,073
 Prepaid expenses and other              165,987      140,591    LONG TERM DEBT                          768,056     1,180,556
                                    -------------  -----------                                      -------------  ------------

   Total current assets                4,971,994    5,937,744    SHAREHOLDERS' EQUITY
                                    -------------  -----------
                                                                  Common stock, $.01 par value,
                                                                   30,000,000 shares authorized,
PROPERTY, PLANT AND EQUIPMENT,                                     9,271,054 shares issued and
 At cost                               2,343,032    2,160,054      outstanding at March 31, 2003,
 Less accumulated depreciation        (1,896,504)  (1,726,256)     and June 30, 2002, respectively        92,710        92,710
                                    -------------  -----------
                                         446,528      433,798     Common stock warrants                   19,800        19,800
                                                                  Paid-in capital in excess of par    11,545,883    11,545,883
GOODWILL,                                                         Accumulated deficit                (10,436,652)   (8,823,057)
  net of accumulated amortization              -    1,297,069     Cumulative translation adjustment      (11,149)      (12,619)
                                                                                                    -------------  ------------
                                                                  Total shareholders' equity           1,210,592     2,822,717
                                                                                                    -------------  ------------
OTHER ASSETS                             115,673      180,899
                                    -------------  -----------

                                      $5,534,195   $7,849,510                                         $5,534,195    $7,849,510
                                    =============  ===========                                      =============  ============

The accompanying notes to financial statements are an integral part of these statements.
</TABLE>

                                       3

<PAGE>

<TABLE>
<CAPTION>
                            AFP Imaging Corporation and Subsidiaries
                              Consolidated Statements of Operations
                                           (Unaudited)

                                                 Three Months Ended            Nine Months Ended
                                                      March 31,                    March 31,

                                                  2003        2002             2003         2002
                                              ------------ -----------    ------------- ------------

<S>                                             <C>         <C>             <C>          <C>
NET SALES                                       $4,316,261  $4,952,221      $13,202,210  $14,694,000

COST OF SALES                                    2,901,628   3,272,473        8,751,186    9,655,592
                                              ------------ -----------    ------------- ------------

   Gross profit                                  1,414,633   1,679,748        4,451,024    5,038,408

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES     1,381,106   1,578,550        4,175,272    4,480,489
RESEARCH AND DEVELOPMENT EXPENSES                  125,772     146,633          418,314      396,886
                                              ------------ -----------    ------------- ------------
                                                 1,506,878   1,725,183        4,593,586    4,877,375
                                              ------------ -----------    ------------- ------------

   Operating income (loss)                         (92,245)    (45,435)        (142,562)     161,033

INTEREST EXPENSE, net                               48,979      63,845          160,724      238,776
                                              ------------ -----------    ------------- ------------

    Loss before income taxes                      (141,224)   (109,280)        (303,286)     (77,743)

PROVISION FOR INCOME TAXES                           4,620       5,234           13,240       13,951
                                              ------------ -----------    ------------- ------------

LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING PRINCIPLE                             (145,844)   (114,514)        (316,526)     (91,694)

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
 PRINCIPLE                                            ----       -----       (1,297,069)        ----
                                              ------------ -----------    ------------- ------------

NET LOSS                                         $(145,844)  $(114,514)     $(1,613,595)    $(91,694)
                                              ============ ============   ============= ============

LOSS PER SHARE BEFORE CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING PRINCIPLE
         Basic                                       $(.02)      $(.01)           $(.03)       $(.01)
                                              ============ ============   ============= ============
         Diluted                                     $(.02)      $(.01)           $(.03)       $(.01)
                                              ============ ============   ============= ============

NET LOSS PER SHARE
         Basic                                       $(.02)      $(.01)           $(.17)       $(.01)
                                              ============ ============   ============= ============
         Diluted                                     $(.02)      $(.01)           $(.17)       $(.01)
                                              ============ ============   ============= ============

WEIGHTED AVERAGE OUTSTANDING COMMON STOCK
         Basic                                   9,271,054   9,271,054        9,271,054    9,271,054
                                              ============ ============   ============= ============
         Diluted                                 9,271,054   9,271,054        9,271,054    9,271,054
                                              ============ ============   ============= ============

The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>

                                          AFP Imaging Corporation and Subsidiaries
                           Consolidated Statements of Shareholders' Equity and Comprehensive Loss
                                     For the Nine Months Ended March  31, 2003 and 2002
                                                        (Unaudited)
----------------------------------------------------------------------------------------------------------------------------

                                                                                                     Foreign
                                 Comprehensive               Common      Paid-in                    Currency
                                     Income      Common      Stock      Capital In   Accumulated   Translation
                                     (Loss)       Stock     Warrants  Excess of Par    Deficit     Adjustment      Total
                                 -------------------------------------------------------------------------------------------

<S>                                       <C>     <C>            <C>    <C>           <C>             <C>        <C>
Balance June 30, 2001                     $---    $92,710        $---   $11,545,883   $(8,907,059)    $(14,311)  $2,717,223
     Issuance of common stock
      warrants                             ---        ---      19,800           ---           ---          ---       19,800

     Foreign currency translation
        adjustment                       2,092        ---         ---           ---           ---        2,092        2,092

       Net loss for nine months
          ended March 31, 2002         (91,694)       ---         ---           ---       (91,694)         ---      (91,694)
                                 --------------
Comprehensive Loss                    $(89,602)       ---         ---           ---           ---          ---          ---
                                 ==============-----------------------------------------------------------------------------
Balance March 31, 2002                            $92,710     $19,800   $11,545,883   $(8,998,753)    $(12,219)  $2,647,421
                                               ==========     =======   ===========   ============    =========  ===========


Balance June 30, 2002                     $---    $92,710     $19,800   $11,545,883   $(8,823,057)    $(12,619)  $2,822,717
     Foreign currency translation
       adjustment                        1,470        ---         ---           ---           ---        1,470        1,470

     Net loss for nine months
       ended March 31, 2003         (1,613,595)       ---         ---           ---    (1,613,595)         ---   (1,613,595)
                                 ==============
Comprehensive Loss                 $(1,612,125)       ---         ---           ---           ---          ---          ---
                                 ==============-----------------------------------------------------------------------------
Balance March 31, 2003                            $92,710     $19,800   $11,545,883  $(10,436,652)    $(11,149)  $1,210,592
                                               ==========     =======   ===========   ============    =========  ===========

The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>

                                       5

<PAGE>

<TABLE>
<CAPTION>
                               AFP Imaging Corporation and Subsidiaries
                                 Consolidated Statements of Cash Flows
                          For the Nine Months Ended March 31, 2003 and 2002
                          -------------------------------------------------
                                              (Unaudited)



                                                                                     2003          2002
                                                                                     ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                              <C>             <C>
  Net loss                                                                       ($1,613,595)    $(91,694)
  Adjustments to reconcile net loss to net cash provided by operating
   activities-
    Depreciation and amortization                                                    205,042      270,000
    Cumulative effect of change in accounting principle                            1,297,069          ---
    Change in assets and liabilities:
       Decrease in accounts receivable                                               698,924      477,745
       Decrease in inventories                                                       353,402      596,195
       Decrease/(increase) in prepaid expenses and other assets                        5,036      (54,270)
       (Decrease)/increase in accounts payable                                      (576,790)      39,309
       Decrease in accrued expenses                                                   (3,255)    (263,991)
                                                                               --------------   ----------

       Total adjustments                                                           1,979,428    1,064,998
                                                                               --------------   ----------

       Net cash provided by operating activities                                     365,833      973,294
                                                                               --------------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sale of graphic arts business                                       ---      340,815
       Capital expenditures                                                         (182,978)     (14,301)
                                                                               --------------   ----------

       Net cash (used by)/provided by investing activities                          (182,978)     326,514
                                                                               --------------   ----------

CASH FLOW FROM FINANCING ACTIVITIES:
       Borrowing of debt                                                              89,355    1,801,065
       Repayment of debt                                                            (212,500)  (3,065,641)
                                                                               --------------   ----------

       Net cash used by financing activities                                        (123,145)  (1,264,576)
                                                                               --------------   ----------

EXCHANGE RATE EFFECTS ON CASH AND CASH EQUIVALENTS                                     1,470        2,092
                                                                               --------------   ----------

       Net increase in cash and cash equivalents                                      61,180       37,324

CASH AND CASH EQUIVALENTS, at beginning of period                                    516,494      198,276
                                                                               --------------   ----------

CASH AND CASH EQUIVALENTS, at end of period                                         $577,674     $235,600
                                                                               ==============   ==========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
    Cash paid during the year for-
              Interest                                                              $163,396     $243,136
              Income taxes net of refunds                                            $13,240      $13,951

The accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
</TABLE>

                                       6

<PAGE>

AFP Imaging Corporation and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2003
--------------
(Unaudited)

(1) General:
    -------

AFP Imaging Corporation (together with its subsidiaries, the "Company") was
organized on September 20, 1978, under the laws of the State of New York. Since
its inception, the Company has been engaged in the business of designing,
developing, manufacturing and distributing equipment for producing medical and
dental x-ray images through digital technology, as well as for the chemical
processing of photosensitive materials. Medical, dental and veterinary
professionals use these products.

The accounting policies followed during the interim periods reported on herein
are in conformity with accounting principles generally accepted in the United
States and are consistent with those applied for annual periods, as described in
the Company's financial statements included in the Company's Annual Report on
Form 10-K for the year ended June 30, 2002, except as discussed below.

The Company has two employee incentive stock option plans, under which
approximately 1,600,000 shares of Common Stock are authorized and available for
issuance. Under the terms of the plans, options to purchase common stock of the
Company may be granted at not less than 100% of the fair market value of the
stock on the date of grant, or 110% of the fair market value if granted to
persons owning more than 10% of the outstanding stock of the Company.

The Company accounts for these plans pursuant to Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees," under which no
compensation cost has been recognized. Had compensation cost for these plans
been determined based on the fair value at the grant dates consistent with SFAS
No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting
for Stock-Based Compensation-Transition and Disclosure-an Amendment of FASB
Statement No. 123", the Company's net income and earnings per share would have
been reduced by an insignificant amount.

Certain reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.

(2) Adoption of New Accounting Standards:
    ------------------------------------

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" ("SFAS
141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142").
These standards change the accounting for business combinations by, among other
things, prohibiting the prospective use of pooling-of-interests accounting and
requiring companies to stop amortizing goodwill and certain intangible assets
with an indefinite useful life. Instead, goodwill and intangible assets deemed
to have an indefinite useful life will be subject to an annual review for
impairment. The new standards generally were effective for the Company as of
July 1, 2002 and for purchase business combinations consummated after June 30,
2001. SFAS 142 requires that goodwill and intangible assets deemed to have an
indefinite useful life be reviewed for impairment upon adoption of SFAS 142
(July 1, 2002) and annually thereafter.

Under SFAS 142, goodwill impairment is deemed to exist if the net book value of
a reporting unit exceeds its estimated fair value. The Company has one reporting
unit, which comprises its entire operating segment. This methodology differs
from the Company's previous policy, as permitted under accounting standards
existing at that time, of using undiscounted cash flows to determine if goodwill
is recoverable.

Upon adoption of SFAS 142 in the first quarter of Fiscal 2003, the Company
recorded a one-time, non-cash charge of approximately $1,297,069 ($.14 basic and
diluted loss per share), to reduce the carrying value of its goodwill. Such
charge is non-operational in nature and is reflected as a cumulative effect of
an accounting change in the accompanying consolidated statement of operations.
In calculating the impairment charge, the fair value of its reporting unit was
estimated by comparison to the Company's quoted market capitalization at July 1,
2002 since the reporting unit represents all of the Company's operations.

                                       7

<PAGE>

The Fiscal 2002 results on a historical basis do not reflect the provisions of
SFAS 142. Had the Company adopted SFAS 142 on July 1, 2001, the historical net
income and basic and diluted net income per common share would have been changed
to the adjusted amounts indicated below:

<TABLE>
<CAPTION>
                                                         Three Months Ended March 31, 2002
                                                         ---------------------------------

                                                                 Net Income (loss) per         Net Income (loss) per
                                       Net Income (loss)           basic common share          diluted common share
    As reported--historical
<S>                                 <C>                        <C>                           <C>
    basis                           $        (114,514)         $            (0.01)           $               (0.01)
    Add: Goodwill amortization                  36,000                         ---                              ---
    Income tax impact                                -                         ---                              ---
                                     ---------------------      ---------------------------   ----------------------
    Adjusted                        $         (78,514)         $            (0.01)           $              (0.01)
                                              ========                      ======                          =======


                                                          Nine Months Ended March 31, 2002
                                                          --------------------------------

                                                                 Net Income (loss) per         Net Income (loss) per
                                       Net Income (loss)           basic common share           diluted common share
    As reported--historical
    basis                           $         (91,694)         $            (0.01)           $                (0.01)
    Add: Goodwill amortization                 108,000                        0.01                              0.01
    Income tax impact                                -                         ---                               ---
                                     ---------------------      ---------------------------   -----------------------
    Adjusted                        $           16,306         $               ---           $                  ---
                                                ======                         ===                              ====
</TABLE>

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" (SFAS No. 143). SFAS No. 143 requires that legal
obligations associated with the retirement of tangible long-lived assets be
recorded at fair value when incurred and is effective beginning on July 1, 2002
for the Company. The Company determined that the provisions of SFAS No. 143 did
not have a material effect on the Company's results of operations or financial
position.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144). SFAS No. 144 requires that one
accounting model be used for long-lived assets to be disposed of by sale.
Discontinued operations will be measured similar to other long-lived assets
classified as held for sale at the lower of its carrying amount or fair value
less cost to sell. Future operating losses will no longer be recognized before
they occur. SFAS No. 144 also broadens the presentation of discontinued
operations to include a component entity when operations and cash flows can be
clearly distinguished, and establishes criteria to determine when a long-lived
asset is held for sale, and is effective beginning on July 1, 2002 for the
Company. The Company determined that the provisions of SFAS No. 144 did not have
a material effect on the Company's results of operations or financial position.

(3) Basic and Diluted Loss Per Common Share:
    ---------------------------------------

The computation of net earnings per common share is based upon the weighted
average number of common shares outstanding during the period plus in periods in
which they have a dilutive effect, the effect of shares contingently issuable.
The diluted weighted average number of shares outstanding does not include 309
and 697 shares of common stock issuable upon exercise of outstanding stock
options, and 100,000 and 100,000 shares of common stock issuable upon the
exercise of outstanding warrants in the first nine months of Fiscal 2003 and
Fiscal 2002, respectively, as such amounts are antidilutive when there is a
loss.

(4) Long and Short Term Debt:
    ------------------------

On September 21, 2001, the Company established a new three-year senior secured
credit facility (the "Revolving Credit Loan"), consisting of a $3.5 million
revolving line of credit, which replaced its then existing senior secured credit
facility. The Revolving Credit Loan is secured by all of the Company's
inventory, accounts receivable, equipment, officer life insurance policies and
proceeds thereof, trademarks, licenses, patents and general intangibles. The
Revolving Credit Loan requires that certain financial ratios and net worth
amounts be maintained. As of March 31, 2003, the Company was in compliance with
all the terms and conditions of the Revolving Credit Loan, as amended, with the
exception of the tangible net worth covenant and the EBITDA ratio covenant for
the quarter ended March 31, 2003. The Company's senior secured lender has waived
compliance with these covenants as of March 31, 2003, and modified the remaining
quarterly covenants so that they are less arduous. The Revolving Credit Loan has
an interest rate of 1-3/4% over the prime rate, currently at 6%, has a specific
formula to calculate available funds based on eligible accounts receivable and
inventory, and has certain reporting requirements to the senior secured lender.
In connection with the Revolving Credit Loan, the Company issued a 5-year
warrant to the lender for the purchase of 100,000 shares of the Company's common
stock at $.32 per share, subject to an adjustment for all issuances of stock.
The Black-Scholes method was used to account for these warrants, and the stock
price was based on the stock price the day prior to closing, plus 10%, as
stipulated in the Loan and Security Agreement for the Revolving Credit Loan.

                                       8

<PAGE>

The Company has restated its Consolidated Balance Sheet as of June 30, 2002 to
properly classify the Revolving Credit Loan as a current liability in accordance
with EITF 95-22, "Balance Sheet Classification of Borrowings Outstanding under
Revolving Credit Agreements That Include Both a Subjective Acceleration Clause
and a Lock-Box Arrangement" (EITF 95-22). This restatement has no impact on the
Company's results of operation or cash flow for the year ended June 30, 2002.
The Revolving Credit Loan is classified as a current liability in accordance
with EITF 95-22 since the Loan and Security Agreement contains a subjective
acceleration clause and contractual provisions that require the cash receipts of
the Company be used to repay amounts outstanding under the revolving credit
facility. Included in debt are two subordinated promissory notes related to
prior dental acquisitions. These notes total $1,295,833 at March 31, 2003, of
which approximately $527,777 has been classified as a current liability.

The Company is dependent upon the Revolving Credit Loan to finance its overall
operations. It is believed that the Revolving Credit Loan is sufficient to
finance the Company's ongoing working capital requirements for the foreseeable
future. At May 2, 2003, the Company had available $406,300 of unused credit
under the Revolving Credit Loan.

(5) Inventory:

Inventories, which include material, labor and manufacturing overhead, are
stated at the lower of cost (first-in, first-out) or market (net realizable
value). The Company uses a standard cost accounting system in conjunction with
an actual perpetual inventory system to properly account for, control, and
maintain the movement of all inventory components. All standard costs are
reviewed periodically and updated accordingly, to verify that the standard costs
approximate the actual costs. At March 31, 2003 and June 30, 2002, inventories
consist of the following:


                                          March 31, 2003     June 30, 2002
                                          --------------     -------------
  Raw materials and sub-component parts     $1,692,846          $1,786,027
  Work-in-process and finished goods           769,825           1,030,046
                                            ----------          ----------
                                            $2,462,671          $2,816,073
                                            ==========          ==========

(6) Income Taxes:
    ------------

Income taxes are accounted for under the asset and liability method. The
Company's income tax provisions for the Fiscal 2003 and 2002 nine-month periods
relate to state or foreign income and capital taxes, net of any refunds
received. No income tax benefits related to the losses reported in prior years
have been recorded, in accordance with SFAS No. 109.

(7) Segment Information:
    -------------------

As of March 31, 2003, the Company only had one business segment, Medical/Dental,
as the Company sold its graphic arts business to a third party in July 2001. All
costs associated with the disposition of this product line were recorded in
fiscal 2001. The segment information for the three and nine months ended March
31, 2002 is shown below. Segment information related to operating income
includes costs directly attributable to each segment's operations.

<TABLE>
<CAPTION>

                                              Operating                                                    Net
                                                Income                  Depreciation       Capital      Interest
                                Net Sales       (Loss)       Assets    & Amortization   Expenditures     Expense
                               ----------     ---------    ----------  --------------   ------------    --------
 For the three months ended
   March 31, 2002
 --------------------------
<S>                            <C>            <C>          <C>            <C>              <C>           <C>
     Medical/Dental            $4,952,221     ($45,435)    $7,076,154     $90,000          $2,845        $63,845
     Graphic Arts                       0            0              0           0               0              0
                               ----------     --------     ----------     -------         -------        -------
    Consolidated               $4,952,221     ($45,435)    $7,076,154     $90,000          $2,845        $63,845
                               ==========     ========     ==========     =======         =======        =======
 For the nine months ended
   March 31, 2002
 -------------------------
     Medical/Dental           $14,627,745     $215,724     $7,076,154    $270,000         $14,301       $238,776
     Graphic Arts                  66,255      (54,691)             0           0               0              0
                               ----------     --------     ----------     -------         -------        -------
    Consolidated              $14,694,000     $161,033     $7,076,154    $270,000         $14,301       $238,776
                               ==========     ========     ==========     =======         =======        =======
</TABLE>

                                       9
<PAGE>

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operation

Capital Resources and Liquidity
-------------------------------

The Company's working capital at March 31, 2003 decreased by approximately
$675,000 from June 30, 2002. The Company significantly reduced its accounts
payable through reductions in accounts receivable and inventory, which were
offset by an increase in current debt borrowings and prepayment for foreign
inventory purchases. Furthermore, as sales were low in the current fiscal
quarter, accounts receivable is significantly lower than in prior periods. As of
March 31, 2003, there are two subordinated notes, of which $461,100 is
classified in the current portion of long-term debt, whereas at June 30, 2002,
only one subordinated note had $283,300 classified as current debt.

On September 21, 2001, the Company established a new three-year senior secured
credit facility (the "Revolving Credit Loan"), consisting of a $3.5 million
revolving line of credit, which replaced its then existing senior secured credit
facility. The Revolving Credit Loan is secured by all of the Company's
inventory, accounts receivable, equipment, officer life insurance policies and
proceeds thereof, trademarks, licenses, patents and general intangibles. The
Revolving Credit Loan requires that certain financial ratios and net worth
amounts be maintained. As of March 31, 2003, the Company was in compliance with
all the terms and conditions of the Revolving Credit Loan, as amended, with the
exception of the tangible net worth covenant and the EBITDA ratio covenant for
the quarter ended March 31, 2003. The Company's senior secured lender has waived
compliance with these covenants as of March 31, 2003, and modified the remaining
quarterly covenants so that they are less arduous. The Revolving Credit Loan has
an interest rate of 1-3/4% over the prime rate, currently at 6%, has a specific
formula to calculate available funds based on eligible accounts receivable and
inventory, and has certain reporting requirements to the senior secured lender.
In connection with the Revolving Credit Facility, the Company issued a 5-year
warrant to the lender for the purchase of 100,000 shares of the Company's common
stock at $.32 per share, subject to an adjustment for all issuances of stock.
The Black-Scholes method was used to account for these warrants, and the stock
price was based on the stock price the day prior to closing, plus 10%, as
stipulated in the Loan and Security Agreement for the Revolving Credit Loan.

Included in debt are two subordinated promissory notes related to prior dental
company acquisitions. These notes total $1,295,833 in principal amount at March
31, 2003, of which approximately $527,777 has been classified as a current
liability.

The Company's historical operating cash flows have been positive; however, the
Company is dependent upon the Revolving Credit Facility to finance its ongoing
operations. It is believed that the Revolving Credit Loan is sufficient to
finance the Company's ongoing working capital requirements for the foreseeable
future. The Company expects its working capital requirements will continue to be
financed by operations and from borrowings. The Company currently believes that
there are no significant trends, demands, commitments or contingencies, other
than a general decline in sales and/or the ongoing litigation cases, which are
reasonably likely to result in a material increase or decrease in its liquidity
or capital resources in the foreseeable future. At May 2, 2003, the Company had
available $406,300 of unused credit under the Revolving Credit Loan.

Capital expenditures for the first nine months of Fiscal 2003 were $182,978
consisting of several tooling and foundry expenditures related to the design,
development and production of the new digital imaging products, a significant
enhancement to the Company's telephone system, and computer workstation upgrades
for engineering and other departmental applications. Where practical, the
Company continues to conserve its cash. The Company expects to continue to
finance any future capital requirements principally from internally generated
funds. Capital expenditures are limited under the terms of the Revolving Credit
Loan, and the Company currently is in compliance with this requirement.

Results of Operations - Nine Months Fiscal 2003 Versus Nine Months Fiscal 2002
------------------------------------------------------------------------------

Sales decreased approximately $1,491,800 or 10% between the Fiscal 2003 and
Fiscal 2002 nine-month periods. The dental product sales decreased approximately
$440,000, as the Fiscal 2002 nine-month period included approximately $260,000
more in sales to the U.S. military than the Fiscal 2003 nine-month period, and
the Company phased out its older digital sensor. The Company's medical product
sales showed a decrease of approximately $1,100,000. First quarter Fiscal 2002
included a large medical products sale to the U.S. military of approximately
$490,000, and there were no significant military sales in the 2003 nine-month
period. The Company's growing veterinary line showed an increase of 40% over the
prior year. Medical equipment sales decreased approximately 18% in the current
nine-month period. There were approximately $430,000 lower sales attributable to
the Company's medical ultrasound and film recording cameras, mainly due to
technological changes in the marketplace. The Company began shipments of its new
digital dental sensor, "EVA"(R), during November 2002, mainly to international
dealers and distributors, and will increase production on this new product as
sales develop. The Company received FDA approval for the sensor in March 2003.
The Company shortly will begin to market the digital dental sensor in the US.
The general decline in sales for the current nine-month period can be attributed
to the uncertainty in the worldwide markets and the weak US economy. The Company
believes the insecurity caused by the war in Iraq caused many medical and dental
distributors to reduce their purchases of equipment in the current quarter.
International sales declined approximately $700,000 in the current nine-month
period, mainly in medical equipment sales.

                                       10

<PAGE>

Gross profit as a percent of sales decreased just slightly between the Fiscal
2003 and Fiscal 2002 nine-month periods. The product mix between manufactured
and distributor goods were relatively constant between the two nine-month
periods. Labor and overhead costs, which are included in cost of sales, were
approximately $125,000 lower in the current nine-month period. The Company
distributes several products purchased from Europe in Euros, which has
significantly strengthened in relation to the dollar. These cost increases have
not been passed along to our customers.

Selling, general, and administrative costs decreased approximately $305,200 or
7%, between the Fiscal 2003 and Fiscal 2002 nine-month periods. Approximately
$76,000 relates to the collection (reducing expenses), in the first quarter
Fiscal 2002, of a portion of a large receivable, which had been written off in
1993. The Company received approximately $40,000 in January 2003 as part of the
final waste haulage settlement (for prior years) in Westchester, NY. There was
approximately $108,000 less in amortization costs in the current nine-month
period due to the Change in Accounting Principle related to the treatment of
goodwill. There was approximately $160,000 less in legal fees in the current
nine-month period due to the settlement of several outstanding claims in the
prior fiscal year. Additionally, the Company negotiated and received
approximately $36,700 from its insurance carrier in the current nine-month
period to help defray the legal costs associated with the outstanding
environmental litigation. These legal costs will continue to be shared by the
outside insurance carrier. There was approximately $130,000 less in sales
commissions due to the lower sales volume in this nine-month period. The amount
of commission as a percent of sales stayed relatively constant between the two
nine-month periods. Costs related to trade shows increased about $50,000 due to
attendance at a biannual international dental trade show in Germany (IDS) in
March 2003 and attendance at several more national veterinary trade shows to
further promote this new product line. Management instituted cost reduction
programs in the fourth quarter of Fiscal 2001 and continues to monitor and
maintain them.

Research and development costs increased, approximately $21,400 or 5%, between
the Fiscal 2003 and Fiscal 2002 nine-month periods. This increase is mainly
attributable to the timing of expenditures relating to the Company's continued
investment in the design, development and refinement of its digital imaging
products. The Company continues to invest in sustaining engineering and related
costs for its existing analog products.

Interest expense, net, decreased, approximately $78,100 or 33%, between the
Fiscal 2003 and Fiscal 2002 nine-month periods, primarily due to several
factors. There was approximately $320,000 less in average monthly revolving
credit borrowings for the current nine-month period ended March 31, 2003; the
Company was in violation of certain of its obligations with its previous lender
in the first quarter Fiscal 2002 and, accordingly, incurred a penalty interest
rate on all outstanding borrowings; and, the prime rate of borrowing, upon which
all senior debt is based, was several points lower in the current nine-month
period.

The income tax provisions for Fiscal 2003 and Fiscal 2002, respectively,
primarily reflect the nominal state taxes due. No tax benefit has been
recognized for the losses incurred in prior years.

In compliance with the FASB Statement No. 142, "Goodwill and Other Intangible
Assets", the Company reviewed its remaining goodwill, which related to the
Swedish dental acquisition in April 1997, and determined that under the new
accounting valuation rules such goodwill had significantly diminished in value.
Therefore, in compliance with FASB Statement No. 142, the Company took a
one-time charge of $1,297,069 to completely write-off the goodwill associated
with this acquisition. As the Company no longer has any goodwill, management
does not expect that future compliance with this Statement will have a material
effect on the Company's financial position or results of operation.

Results of Operations - Third Quarter Fiscal 2003 Versus Third Quarter
Fiscal 2002
----------------------------------------------------------------------

Sales decreased approximately $635,000 or 13% between the third quarter Fiscal
2003 and the third quarter Fiscal 2002. Dental product sales decreased very
slightly between the third quarter Fiscal 2003 and the third quarter Fiscal 2002
and the relative mix of these products stayed fairly constant. Third quarter
tends to be the lowest quarter of dental sales for the Company, largely due to
the timing of purchases by the large dental distributors. The Company's medical
equipment sales showed a 28% decrease in the current quarter sales, and a
significant decrease attributable to the Company's medical ultrasound and film
recording cameras, mainly due to technological changes in the marketplace. The
Company began shipments of its new digital dental sensor, "EVA"(R), during
November 2002, mainly to international dealers and distributors, and will
increase production on this new product as sales develop. The Company received
FDA approval for the digital dental sensor in March 2003. The Company shortly
will begin to market the digital dental sensor in the US. International sales
declined approximately $340,000 (included in the total sales decline indicated
above) in the current three-month period. The Company believes that the overall
decline in medical equipment sales can be attributed to the uncertainty in the
global markets, the weak US Economy, and the war in Iraq.

                                       11

<PAGE>

Gross profit as a percent of sales decreased 1.15 percentage points between the
Fiscal 2003 and Fiscal 2002 third quarters, mainly due to the lower sales base.
The product mix between manufactured and distributor goods were relatively
constant between the two periods and material costs as a percent of sales was
constant. Labor and overhead costs, which are included in cost of sales, were
approximately $60,000 less in the current third quarter.

Selling, general, and administrative costs decreased by approximately $197,400
or 12.5%, between third quarter Fiscal 2003 and third quarter Fiscal 2002. The
Company received approximately $40,000 in January 2003 as part of the final
waste haulage settlement (for prior years) in Westchester, NY. There was
approximately $36,000 less in amortization costs in the current third quarter
due to the Change in Accounting Principle related to the treatment of goodwill.
There was approximately $70,000 less in legal fees in the current third quarter
due to the settlement of several outstanding claims in the prior fiscal year.
Additionally, the Company negotiated and received approximately $15,000 from its
insurance carrier in the current third quarter to help defray the legal costs
associated with the outstanding environment litigation. These legal costs will
continue to be shared by the outside insurance carrier. There was approximately
$60,000 less in sales commissions, due to the lower sales volume in this
three-month period. The amount of commission as a percent of sales stayed
relatively constant between the two three-month periods. Costs related to trade
shows and advertising increased about $30,000 due to attendance at a biannual
international dental trade show in Germany (IDS) in March 2003 and attendance at
several more national veterinary trade shows in the current quarter to further
promote this new product line.

Research and development costs decreased approximately $20,800 or 14%, between
the third quarter Fiscal 2003 and the third quarter Fiscal 2002. This decrease
is mainly attributable to the timing of expenditures relating to the Company's
continued investment in the design, development and refinement of its digital
imaging products. The greater part of the associated design and development
costs were recorded in the first six months of the current fiscal year. The
Company continues to invest in sustaining engineering and related costs for its
existing analog products.

Interest expense, net, decreased, approximately $14,900 or 23%, between the
third quarter Fiscal 2003 and the third quarter Fiscal 2002. There was
approximately $45,000 less in average monthly revolving credit borrowings for
the current three-month period ended March 31, 2003, and, the prime rate of
borrowing, upon which all senior debt is based, was a half point lower in the
current third quarter.

The income tax provisions for the third quarter Fiscal 2003 and Fiscal 2002,
respectively, primarily reflect the nominal state taxes due. No tax benefit has
been recognized for the losses incurred in prior years.

Other
-----

Adoption of New Financial Standards
-----------------------------------

In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities and nullifies EITF Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring" ("SFAS
146"). SFAS 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred, whereas EITF No.
94-3 had recognized the liability at the commitment date to an exit plan. The
Company is required to adopt the provisions of SFAS 146 effective for exit or
disposal activities initiated after December 31, 2002. The Company is currently
evaluating the impact of this Statement; however, the Company does not expect
that the adoption of SFAS 146 will have a material impact on the Company's
financial position or results of operations.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock Based
Compensation-Transition and Disclosure-an Amendment of FASB Statement No. 123".
The Company is currently evaluating the impact of this Statement; however the
Company does not expect the adoption of SFAS 148 will have a material impact on
the Company's financial position or results of operation. The Company has
accordingly included additional disclosures on its incentive stock option plans
in the accompanying Notes to the Consolidated Financial Statements. The Company
is required to adopt the provisions of SFAS 148 as of June 30, 2003.

In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". This Statement amends and
clarifies financial accounting and reporting for derivative instruments and for
hedging activities under FASB Statement No. 133; and is effective for contracts
entered into or modified after June 30, 2003. The Company does not expect this
Statement to have any effect on its financial position or results of operation.

                                       12

<PAGE>

Item 3:   Quantitative and Qualitative Disclosures About Market Risk.
---------------------------------------------------------------------

Not Applicable.

Item 4:  Controls and Procedures.
---------------------------------

As of March 31, 2003, an evaluation was performed under the supervision and with
the participation of the Company's management, including the Co-Chief Executive
Officers and the Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management, including the Co-Chief Executive Officers
and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of March 31, 2003. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to March 31, 2003.

Part II Other Information
-------------------------

Item 1:    Legal Proceedings
----------------------------

Reference is made to Item 3 in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2002, and to Part II, Item 1 in the Company's
Quarterly Report on Form 10Q for the periods ended December 31, 2002 and
September 30, 2002, and to the references therein, for a discussion of all
material pending legal proceedings to which the Company and its subsidiaries are
parties. As of March 31, 2003, the Company's only outstanding litigation were
the two environmental issues relating to property owned in New Jersey between
August 1984 and June 1985. At this time, the Company is still not able to assess
the final outcome of either of these two environmental complaints.

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:
           99.1, 99.2, 99.3 - Certifications pursuant to 18 U.S.C. Section 1350
           as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)        Reports on Form 8-K: None

                                       13

<PAGE>

                                   Signatures


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.



                                   AFP IMAGING CORPORATION



                                   /s/ David Vozick
                                   -------------------------
                                   David Vozick
                                   Chairman of the Board
                                   Secretary, Treasurer
                                   Date:  May 14, 2003



                                   /s/ Donald Rabinovitch
                                   -------------------------
                                   Donald Rabinovitch
                                   President
                                   (Principal Executive Officer)
                                   Date:  May 14, 2003


                                   /s/ Elise Nissen
                                   -------------------------
                                   Elise Nissen
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)
                                   Date:  May 14, 2003

                                       14


<PAGE>

CERTIFICATIONS
--------------

1)   I, David Vozick, Chairman of the Board and Co-Principal Executive Officer
     of AFP Imaging Corporation, certify that:

2)   I have reviewed this Quarterly Report on Form 10-Q of AFP Imaging
     Corporation;

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

4)   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;

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

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

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

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

6)   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 functions):

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

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

7)   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.







Date: May 14, 2003                                 /s/ David Vozick
                                              ---------------------------
                                                      David Vozick
                                                 Chairman of the Board
                                            (Co-Principal Executive Officer)

                                       15

<PAGE>


CERTIFICATIONS
--------------

1)   I, Donald Rabinovitch, President and Co-Principal Executive Officer of AFP
     Imaging Corporation, certify that:

2)   I have reviewed this Quarterly Report on Form 10-Q of AFP Imaging
     Corporation;

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

4)   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;

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

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

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

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

6)   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 functions):

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

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

7)   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.







Date: May 14, 2003                             /s/ Donald Rabinovitch
                                             ---------------------------
                                                  Donald Rabinovitch
                                                      President
                                           (Co-Principal Executive Officer)


                                       16

<PAGE>


CERTIFICATIONS
--------------

1.   I, Elise Nissen, Chief Financial Officer of AFP Imaging Corporation,
     certify that:

2.   I have reviewed this Quarterly Report on Form 10-Q of AFP Imaging
     Corporation;

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

4.   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;

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

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

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

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

6)   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 functions):

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

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

7)   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.







Date: May 14, 2003                                   /s/ Elise Nissen
                                                 -----------------------
                                                       Elise Nissen
                                                 Chief Financial Officer

                                       17