FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

(MARK ONE)

______X_____ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2003

                                    OR

____________ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934.

For the transition period from  _______ to _______

Commission File Number:  000-23453

                  FLEXIINTERNATIONAL SOFTWARE, INC.

          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                           Delaware
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

              Two Enterprise Drive, Shelton, CT
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            06484
                          (ZIP CODE)

                        (203) 925-3040
        (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                         06-1309427
              (I.R.S. EMPLOYER IDENTIFICATION NO.)

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 __

As of March 31, 2003, there were 17,784,185 shares of FlexiInternational
Software, Inc. Common Stock outstanding.


                                       #

<PAGE>
<TABLE>
<CAPTION>
                            FLEXIINTERNATIONAL SOFTWARE, INC.

                                  TABLE OF CONTENTS


<S>                                                                                          <C> <C>



                                                                                                 PAGE

PART I.  FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements
        Consolidated Balance Sheets................................................................3
        Consolidated Statements of Operations......................................................4
        Consolidated Statements of Cash Flows......................................................5
        Consolidated Statements of Stockholders'Deficit............................................6
        Notes to Consolidated Financial Statements.................................................7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................12
Item 4. Controls and Procedures....................................................................12

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings..........................................................................13
Item 6. Exhibits and Reports on Form 8-K...........................................................13

Signature..........................................................................................14

Certification......................................................................................15

</TABLE>

                                     #

<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                            FLEXIINTERNATIONAL SOFTWARE, INC. AND SUBSIDIARY
<S>                                                                <C>             <C>
                                      CONSOLIDATED BALANCE SHEETS
                                   (in thousands, except share data)


                                                                     MARCH 31,      DECEMBER 31,
                                                                       2003            2002
                                                                   -------------   -------------
               A S S E T S                                          (UNAUDITED)      (audited)
               -----------
CURRENT ASSETS
   Cash and cash equivalents                                        $      600      $      892
   Interest bearing deposits                                                37              37
   Accounts receivable, net of allowance for doubtful accounts of
    $54 and $76, respectively                                            1,343           1,034
   Prepaid expenses and other current assets                               275              92
                                                                   -------------   -------------

                                             TOTAL CURRENT ASSETS        2,255           2,055

Property and equipment at cost, net of accumulated depreciation
   Of $4,784 and $4,746, respectively                                      264             295
Other assets                                                               785             791
                                                                   -------------   -------------
                                                                    $    3,304      $    3,141
                                                                   =============   =============
      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $      929      $      916
   Deferred revenue                                                      2,478           2,480
   Current portion of long-term debt                                       484             611
                                                                   -------------   -------------
                                        TOTAL CURRENT LIABILITIES        3,891           4,007
                                                                   -------------   -------------
LONG-TERM DEBT LESS PRINCIPAL DUE WITHIN
ONE YEAR                                                                   740             811

STOCKHOLDERS' DEFICIT:
   Preferred stock, par value $.01 per share, 5,000,000 shares
    authorized, no shares issued and outstanding                             0               0
   Common stock, par value $.01 per share, 50,000,000 shares
    authorized, 17,784,185 issued and outstanding                          178             178
   Additional paid-in-capital                                           56,117          56,117
   Accumulated deficit                                                 (57,899)        (58,233)
   Other accumulated comprehensive income                                  277             261
                                                                   -------------   -------------
                                      TOTAL STOCKHOLDERS' DEFICIT       (1,327)         (1,677)
                                                                   -------------   -------------
                                                                    $    3,304     $     3,141
                                                                   =============   =============

                      See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                       FLEXIINTERNATIONAL SOFTWARE, INC. AND SUBSIDIARY
<S>                                    <C>                 <C>
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                           (in thousands, except per share amounts)
                                         (unaudited)
                                                  THREE MONTHS ENDED
                                       --------------------------------------
                                         MARCH 31,                  MARCH 31,
                                           2003                       2002
                                       -----------------   ------------------
REVENUE
-------
   Software license                    $      701                 $      166
   Other operating revenue                      0                        500
   Service and maintenance                  1,135                      1,609
                                       -----------------   -----------------
                   TOTAL REVENUE            1,836                      2,275
                                       -----------------   -----------------
COST OF REVENUE
---------------
   Software license                            36                         19
   Service and maintenance                    450                        585
                                       -----------------   -----------------
           TOTAL COST OF REVENUE              486                        604
                                       -----------------   -----------------
                    GROSS PROFIT            1,350                      1,671
                                       -----------------   -----------------
OPERATING EXPENSES
------------------
   Sales and marketing                        427                        357
   Product development                        318                        380
   General and administrative                 263                        375
                                       -----------------   -----------------
        TOTAL OPERATING EXPENSES            1,008                      1,112
                                       -----------------   -----------------
          INCOME FROM OPERATIONS              342                        559

OTHER (DEDUCTIONS)
------------------
   Net interest (expense)                      (8)                       (12)
                                       -----------------   -----------------
      INCOME BEFORE INCOME TAXES              334                        547

INCOME TAXES
------------                                    0                          0
                                       -----------------   -----------------
                      NET INCOME       $      334                 $      547
                                       =================   =================
INCOME PER SHARE
----------------
   Basic                               $     0.02                 $     0.03
                                       =================   =================
   Diluted                             $     0.02                 $     0.03
                                       =================   =================
WEIGHTED AVERAGE SHARES
-----------------------
   Basic                                   17,784                     17,784
                                       =================   =================
   Diluted                                 17,784                     17,784
                                       =================   =================



                 See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>





                            FLEXIINTERNATIONAL SOFTWARE, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (in thousands)

                                               (unaudited)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                      --------------------
<S>                                                   <C>        <C>
                                                           MARCH 31,
                                                      --------------------
                                                        2003      2002
                                                      ---------  ---------
Cash flows from operating activities:
Net income                                              $334      $547
Non-cash items:
  Depreciation and amortization                           38        57
  (Credit) provision for doubtful accounts               (22)      172
Change in operating accounts:
  Accounts receivable                                   (287)      274
  Prepaid expenses and other assets                     (177)     (170)
  Accounts payable and accrued expenses                   13      (144)
  Deferred revenue                                        (2)     (630)
                                                      ---------  ---------
Net cash (used in) provided by operating activities     (103)      106
                                                      ---------  ---------
Cash flows from investing activities:
  Purchases of property and equipment                     (7)        0
                                                      ---------  ---------
Net cash used in investing activities                     (7)        0
                                                      ---------  ---------
Cash flows from financing activities:
  Repayments of long-term debt                          (101)      (15)
  Payments of capital lease obligations                  (97)      (28)
                                                      ---------  ---------
Net cash used in financing activities                   (198)      (43)
                                                      ---------  ---------
Effect of exchange rate changes on cash                   16         5
                                                      ---------  ---------
Increase decrease in cash and cash equivalents          (292)       68
Cash and cash equivalents at beginning of period         892       637
                                                      ---------  ---------
Cash and cash equivalents at end of period              $600      $705
                                                      =========  =========
Supplemental disclosures:
  Interest paid in cash                                  $10       $12

</TABLE>

        See accompanying notes to consolidated financial statements.
<PAGE>


<TABLE>
<CAPTION>
                                       FLEXIINTERNATIONAL SOFTWARE, INC. AND SUBSIDIARY
<S>                             <C>         <C>    <C>        <C>        <C>           <C>      <C>
                                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                               (in thousands, except share data)
                                                          (unaudited)
                                                                            Other                  Total
                                                   Additional             accumulated           stockholders'
                                   Common Stock     Paid-in  Accumulated comprehensive Treasury   equity
                                ------------------  Capital    Deficit     income       Stock    (deficit)
                                   Shares   Amount
                                ----------  ------ --------- ----------- ------------- -------- ------------
Balance at December 31, 2002    17,784,185   $178   $56,117    $(58,233)     $261         $0      $(1,677)
      Shares issued for stock
        purchase plan                    0      0         0           0         0          0            0
      Net income                         0      0         0         334         0          0          334
      Currency translation
        adjustment                       0      0         0           0        16          0           16
                                                                                                ------------
Comprehensive income                     0      0         0           0         0          0          350
                                ----------  ------ --------- ----------- ------------- -------- ------------
Balance at March 31, 2003       17,784,185   $178   $56,117    $(57,899)     $277         $0      $(1,327)
                                ==========  ====== ========= =========== ============= ======== ============



                         See accompanying notes to consolidated financial statements
</TABLE>





                                     #

<PAGE>



                     FLEXIINTERNATIONAL SOFTWARE, INC. AND SUBSIDIARY

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       Three months ended March 31, 2003 and 2002
                                    (unaudited)

NOTE 1 - BASIS OF PRESENTATION

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.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with U.S. generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations.  However, the Company believes
that  the  condensed  consolidated  financial  statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company's Annual  Report  on  Form 10-K for the year ended
December 31, 2002.

The  unaudited  condensed  consolidated  financial  statements  include  the
accounts  of FlexiInternational Software, Inc. and its subsidiary and reflect
all adjustments (which include only normal, recurring adjustments)  which  are,
in the opinion of management, necessary  to  state fairly the results for the
interim periods.  The results of operations are not necessarily  indicative  of
the results expected for the full year.

Effective December  15,  2002,  the  company adopted Statement of Financial
Accounting Standards No. 148 "Accounting for Stock-Based Compensation -
Transition and Disclosure"  (SFAS  148).  This  statement amends FASB statement
123,  "Accounting for Stock Based Compensation". It provides alternative methods
of transition for an entity that voluntarily changes to the fair value based
method of accounting for employee stock based compensation. It also amends the
disclosure provision of FASB statement No.  123  to  require prominent
disclosure about the effects on reported net income of an entity's accounting
policy decisions with respect to stock-based employee compensation. As
permitted by SFAS 123 and amended by SFAS 148, the Company continues to apply
the intrinsic value method under Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," to account for its
stock-based employee compensation arrangements.

No stock-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant.  If the Company had
recorded compensation cost based upon the fair value at the grant  date for
awards under these  plans, consistent with SFAS 123, the Company's net income
and net income per share would be the pro forma amounts indicated below for the
three-month periods ended March 31:



<TABLE>
<CAPTION>
                                                                    2003     2002
                                                                   -----    -----
<S>                                                                <C>      <C>
    Net income as reported                                          $334     $547
    Deduct: Total stock-based compensation expense
    determined under fair  value based method for all
    awards, net of related tax effects
                                                                       0        0
                                                                   -----    -----
    Net income pro forma                                            $334     $547
                                                                   =====    =====
    Income per share as reported - basic and diluted               $0.02    $0.03
                                                                   =====    =====
    Income per share pro forma - basic and diluted                 $0.02    $0.03
                                                                   =====    =====
</TABLE>



                                     #

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

FORWARD-LOOKING STATEMENTS

    In  addition  to  historical  information,  this  Quarterly Report contains
forward-looking  statements  relating  to,  among  other  things,  our  license
revenue,  service  revenue,  our business processing outsourcing  service,  the
length  of  our  sales  cycle and  future  expenses.   For  this  purpose,  any
statements contained herein  that  are not statements of historical fact may be
deemed to be forward-looking statements.   Without  limiting the foregoing, the
words "believes," "anticipates," "plans," "expects,"  and  similar  expressions
are intended to identify forward-looking statements.  Readers are cautioned not
to  place  undue  reliance  on  these forward-looking statements, which reflect
management's opinions only as of  the  date hereof.  We undertake no obligation
to revise or publicly release the results  of  any  revision  to these forward-
looking statements.  Readers should carefully review the risk factors described
in  other  documents  that  we  file from time to time with the Securities  and
Exchange Commission, including our  Annual  Report  on  Form  10-K for the year
ended December 31, 2002.

OVERVIEW

    FlexiInternational Software, Inc. designs, develops, markets  and  supports
the  FlexiFinancial  Enterprise  Suite  of  financial  and  accounting software
applications   and   related   tools.    The  Flexi  solution  -  composed   of
FlexiFinancials, FlexiFinancial Datawarehouse  or FlexiFDW, FlexilnfoAccess and
FlexiTools  -  is  designed to address the needs of  users  with  sophisticated
financial accounting  and  operational  analysis  requirements.   We  sell  our
software  for  use  in  traditional  in-house  accounting operations as well as
through our accounting outsourcing service to companies  desiring  to outsource
their back office accounting processes.

    Our  Financial  Management  Services  solution,  or FMS, a business process
outsourcing  (BPO)  service, is designed to leverage our  suite  of  accounting
products and our expertise  in  back  office processing of accounting data.  We
believe that many mid-sized and start-up  fast  growing companies would benefit
substantially from outsourcing their back office accounting processes to enable
them to better focus on financial analysis, cash  management  and the strategic
issues of their business.  As part of our BPO sales strategy to expand regional
coverage rapidly, we recruit regional resellers of our FMS solution  which will
pay us a percentage of the fee they collect for using our software and  related
solutions.   Some  resellers  will handle the complete BPO service while others
will handle the client relationship  and  Flexi  will  handle  the  hosting and
accounting aspects of the service.  In 2001, we signed a BPO reseller agreement
in  which  we  provided  the  reseller  a  convertible  loan,  in the aggregate
principal  amount of $272,000, to help launch the reseller's BPO  service.   At
December 31,  2002,  this  loan  was  converted to an equity investment in this
reseller.   On  April 14, 2003, the  reseller  was  acquired  by  a  larger BPO
provider.  Flexi was  paid $357,000 immediately for its ownership  share of the
reseller  and  may  realize  an  additional  gain of up  to $400,000 if certain
earn-out targets are achieved by the reseller over  the  next  two  years.  The
acquirer of the reseller intends  to continue to utilize FlexiFinancials in its
BPO  operations. According  to  industry  analysts, the  finance and accounting
outsourcing  segment  of  the BPO market is in the  early  adoption  phase  and
is  expected  to  grow substantially over  the  next  three years.  However, we
believe the full acceptance of this solution is still several years away.

    We derive our revenue primarily from:

   -- non-cancelable software license agreements entered into with
      respect to our products;
   -- royalties paid to us from third parties that distribute our
      products;
   -- to a lesser extent, third-party products distributed by us; and
   -- annual software maintenance agreements entered into with our
      customers.

    Our revenues have been derived from both  domestic  sales and international
sales,  with  the  international  sales  comprising 16.1% and  15.6%  of  total
revenues  for  the  three-month  periods  ended   March   31,  2003  and  2002,
respectively.  The international sales generally have the same revenue and cost
structure as our domestic sales.  The majority of our international  sales  are
transacted  in  British  pounds  sterling,  and an increase in the value of the
British pound relative to the currency of the  country  in which we are selling
our  product  could  make  our  products  more  expensive and potentially  less
competitive in these markets.  In addition, our international  business  may be
subject  to  a  variety  of  other  risks, including difficulties in collecting
international accounts receivable or obtaining U.S. export licenses for certain
countries, the introduction of non-tariff  barriers  and  higher duty rates and
fiscal  and  monetary  policies  that adversely affect non-native  firms.   See
"Certain Factors that May Affect Future Operating Results."


                                     #

<PAGE>
RESULTS OF OPERATIONS

    The following table sets forth certain financial data as a percentage of
revenues for the periods indicated.

<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED
                                     --------------------
<S>                                  <C>        <C>
                                      MARCH 31, MARCH 31,
                                        2003      2002
                                     ---------  ---------
REVENUE
   Software license                     38.2%      7.3%
   Other operating revenue               0.0%     22.0%
   Service and maintenance              61.8%     70.7%
                                     ---------  ---------
                   TOTAL REVENUE       100.0%    100.0%
                                     ---------  ---------
COST OF REVENUE
   Software license                      2.0%      0.8%
   Service and maintenance              24.5%     25.7%
                                     ---------  ---------
           TOTAL COST OF REVENUE        26.5%     26.5%
                                     ---------  ---------
                    GROSS PROFIT        73.5%     73.5%
                                     ---------  ---------
OPERATING EXPENSES
   Sales and marketing                  23.3%     15.7%
   Product development                  17.3%     16.7%
   General and administrative           14.3%     16.4%
                                     ---------  ---------
        TOTAL OPERATING EXPENSES        54.9%     48.8%
                                     ---------  ---------
          INCOME FROM OPERATIONS        18.6%     24.7%

OTHER (DEDUCTIONS)
   Net interest (expense)               (0.4%)    (0.5%)
                                     ---------  ---------
      INCOME BEFORE INCOME TAXES        18.2%     24.2%

INCOME TAXES                             0.0%      0.0%
                                     ---------  ---------
                      NET INCOME        18.2%     24.2%
                                     =========  =========
</TABLE>
    Revenue.   Total revenues, consisting of software license  revenues,  other
operating revenues  and  service and maintenance revenues, decreased 19.3% from
$2.3 million for the quarter  ended  March  31,  2002  to  $1.8 million for the
quarter  ended March 31, 2003.   Total revenue for the first  quarter  of  2002
included a  one-time  sale  of  $500,000  for the sale of our rights to the URL
dodge.com.  Software license revenues increased  321%  to $701,000 in the first
quarter of the current year from $166,000 in the comparable period of the prior
year.   The  first  quarter of the current year included $450,000  of  one-time
revenue related to a  settlement  with  a  reseller.   Total  software  license
revenue  was  $701,000 for the first quarter (83.5% derived from one customer).
Our license revenue will remain low in the foreseeable future as we continue to
focus on building our BPO service revenue.

    Service and  maintenance revenues decreased 29.5% from $1.6 million for the
three-month period  ended  March  31,  2002 to $1.1 million for the three-month
period ended March 31, 2003.  This decrease  is  primarily  attributable  to  a
decline  in  service revenue due to fewer active client implementations.  We do
not expect this  trend  to  be  reversed  until we begin to experience a higher
level of new product sales from new product licenses and BPO contracts.

    Cost  of  Revenues.  Our cost of revenues  consists  of  cost  of  software
license revenues  and  cost  of  service  and  maintenance  revenues.   Cost of
software license revenues consists of the cost of third-party software products
distributed by us and the cost of product media, manuals and shipping.  Cost of
service  and maintenance revenues consists of the cost of providing consulting,
implementation  and  training  to  licensees  of  our  products and the cost of
providing  software  maintenance to customers, technical support  services  and
periodic upgrades of software.

    Cost of software license  revenue  increased  89.5%  from  $19,000  for the
quarter  ended  March 31, 2002 to $36,000 for the quarter ended March 31, 2003.
Cost of software  license revenues as a percentage of software license revenues
decreased to 5.1% for  the  quarter  ended  March  31,  2003 from 11.4% for the
quarter ended March 31, 2002.  While increases or decreases of cost of software
license revenue are directly related to increases or decreases  in  new license
revenue, this relationship is impacted by the percentage of third-party revenue
included  in  new  license revenue since third-party revenue has a higher  cost
component than our own software.

    Cost of service and maintenance revenues decreased 23.1%, from $585,000 for
the quarter ended March  31,  2002  to $450,000 for the quarter ended March 31,
2003.  This decrease is attributable  to operational adjustments due to a lower
level of client implementations.

    Operating Expenses.  Aggregate  operating  expenses  declined  9.4%  in the
quarter ended March 31, 2003 to $1.0 million from $1.1 million  in  the quarter
ended March 31, 2002.  Over the past three years we have focused our efforts on
reducing expenses to attain a level of profitability.

    Sales  and  Marketing.   Sales and marketing expenses consist primarily  of
salaries,  commissions, travel  and  promotional  expenses,  and  facility  and
communication  costs  for  our  sales  staff.   Sales  and  marketing  expenses
increased 19.6% to $427,000 for the first quarter of 2003 from $357,000  in the
comparable period of last year.  This increase is due to increased staffing and
sales  costs  incurred  to generate the first quarter 2003 increase in software
license revenue.

    Product Development.   Product  development  expenses  relate  to  new  and
existing  software  development  and consist primarily of engineering personnel
costs.   Product development expenses  decreased  16.3%  to  $318,000  for  the
quarter ended  March  31,  2003  from  $380,000 for the quarter ended March 31,
2002.  The Company expects to continue to enhance the functionality of its core
financial accounting and reporting applications  and its BPO solutions but does
not anticipate the need to materially increase its  development  staff from its
current level.

    General  and  Administrative.  General and administrative expenses  consist
primarily of salaries  of executive, administrative and financial personnel, as
well as provisions for doubtful  accounts, amortization of goodwill and outside
professional  fees.   General and administrative  expenses  declined  29.9%  to
$263,000 for the quarter  ended  March  31,  2003  from  $375,000  in the first
quarter  of  fiscal  year  2002.   This is primarily due to continued reduction
efforts to attain a level of profitability.

    Net Interest Expense.  Interest  income  represents  income  earned  on the
Company's  cash,  cash  equivalents  and  marketable  securities while interest
expense  represents interest paid under our equipment leasing  agreement.   Net
interest expense  was  $8,000  for  the quarter ended March 31, 2003 versus net
interest expense of $12,000 for the comparable period of last year.

    Income Taxes.  No provision or benefit for federal, state or foreign income
taxes was made for any of the periods  reported  upon  due  to current earnings
being offset by operating loss carryforwards.  Due to a strong  net  income for
the  year  ended  December  31,  2002,  Flexi recaptured $330,000 of previously
recorded  valuation  allowance  against  deferred  income  taxes.   Flexi  will
continue  to  assess  whether  further  recapture  is  warranted  as  the  year
progresses but none is deemed necessary for  the  quarter ended March 31, 2003.
We  have reported only tax losses to date and consequently  have  approximately
$40.3  million  and  $26.9  million  of  U.S.  and  foreign  net operating loss
carryforwards, respectively, which expire during the years 2005  through  2020,
available  to  offset  future  taxable  income.   The  utilization  of such net
operating  losses  is  subject to limitations as a result of ownership changes.
The annual limitation and  the timing of attaining profitability will result in
the  expiration of net operating  loss  carryforwards  before  utilization  and
therefore a valuation reserve has been set up for any deferred tax assets.  The
Company's  deferred  tax  assets  at December 31, 2002 were approximately $28.3
million,  consisting  primarily  of  net  operating  loss  carryforwards.   The
Company's benefit of deferred tax assets  has  been reserved as of December 31,
2002 and March 31, 2003 in the amount of $28.0 million  as  the  realization of
deferred taxes is dependent on future events and earnings, if any,  the  timing
and extent of which are uncertain.

LIQUIDITY AND CAPITAL RESOURCES

    Since  inception, the Company has primarily financed its operations through
private placements  of  its  capital  stock, issuance of convertible promissory
notes  and  loans,  equipment  financing  and   other   traditional   borrowing
arrangements.   In  addition,  in  December  1997  Flexi consummated an initial
public offering of common stock.

    For the past two years, however, Flexi has funded  its operations primarily
through  cash  received from license and royalty revenues,  annual  maintenance
contracts, and consulting services provided to its clients.  Given the critical
nature of software  to  our customers' business, most maintenance contracts are
renewed regularly and cancellations  are  usually  due to circumstances such as
mergers  and  acquisitions of Flexi clients with companies  that  are  using  a
competing product.

    As of March  31,  2003,  we  had  cash  and cash equivalents of $600,000, a
decrease of $292,000 from December 31, 2002.   The  Company's  working  capital
deficit  at  March  31,  2003  was  $1.6 million, compared to a working capital
deficit of $1.9 million at December 31, 2002.

    The Company's operating activities  resulted  in  a  net  cash  outflow  of
$103,000  for  the three-month period ended March 31, 2003 which was mainly the
result of an increase  in  accounts  receivable  and prepaid expenses and other
assets.  The Company's investing activities resulted  in  a net cash outflow of
$7,000 for the period ended March 31, 2003 from the purchase  of  property  and
equipment.   At  March  31,  2003,  the Company had no material commitments for
capital expenditures.  The Company paid  $10,000  in interest during the three-
month period ended March 31, 2003.

    Flexi's  contractual  cash  obligations are outlined  in  the  table  below
including  its  equipment lease and  office  rental  obligations,  as  well  as
payments due under payment terms negotiated with companies for current debt and
settlements of payment  disputes.  These cash obligations were $266,000 for the
three-month  period ended  March  31,  2003  and  are  expected  to  amount  to
approximately $89,000 per month for the balance of fiscal 2003.

<TABLE>
<CAPTION>
                                                           Payments Due by Period
                                                               (in thousands)
                                          ------------------------------------------------------
<S>                                       <C>        <C>         <C>         <C>        <C>
                                                     Less than                            After
Contractual Obligations                      Total     1 year    1-3 years   4-5 years   5 years
-----------------------                   --------   --------    ---------   ---------  --------
Facilities Obligations...................   $666.5     $235.2     $227.4      $180.3      $23.6
Capital Lease Obligations................    223.1      223.1          -           -          -
Operating Leases.........................     13.0       13.0          -           -          -
Other Obligations........................  1,201.7      406.8      421.6       120.0      253.3
                                          --------   --------    ---------   ---------  --------
Total Contractual Cash Obligations....... $2,104.3     $878.1     $649.0      $300.3     $276.9
                                          ========   ========    =========   =========  ========

</TABLE>


CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

    Unproven Market  Acceptance  of our BPO Solution.  If our BPO solution does
not  gain market acceptance, our business  will  be  adversely  affected.   The
growth  of our business will depend largely on the successful implementation of
our recently  introduced BPO solution.  This solution is an accounting business
processing outsource  or  BPO  service,  which  we  anticipate will allow us to
leverage our suite of accounting software products and  our  expertise  in back
office  processing  of  accounting  data.  We expect to derive a portion of our
revenues in the future from our BPO service  in  conjunction  with our existing
software  suites.   If  our  BPO  service does not gain market acceptance,  our
revenues may decline and our business  may be adversely affected.  Factors that
may affect the market acceptance of our  BPO  service, some of which are beyond
our control, may include:

   -- the growth, acceptance and changing requirements in the BPO
      industry;
   -- the performance, quality and price of our new service and our
      existing product suites; and
   -- the availability, price, quality and performance of competing
      products and services.

    Potential   Fluctuations  in  Quarterly  Performance;   Seasonality.    The
Company's revenues and operating results have varied substantially from quarter
to  quarter.   The  Company's  quarterly  operating  results  may  continue  to
fluctuate due to  a number of factors, including the timing, size and nature of
the Company's licensing  transactions;  the  market acceptance of new services,
products or product enhancements by the Company or its competitors; product and
price competition; the relative proportions of  revenues  derived  from license
fees,  services  and  third-party  channels; changes in the Company's operating
expenses; personnel changes; the timing of the introduction and the performance
of the Company's partners; foreign currency exchange rates; and fluctuations in
economic and financial market conditions.

    The  timing,  size  and  nature of individual  licensing  transactions  are
important factors in the Company's  quarterly results of operations.  Many such
transactions involve large dollar amounts,  and  the  sales  cycles  for  these
transactions  are  often  lengthy  and  unpredictable.   In addition, the sales
cycles  associated  with  these  transactions  are  subject  to  a   number  of
uncertainties,  including  customers'  budgetary  constraints,  the  timing  of
customers' budget cycles and customers' internal approval processes.  There can
be  no  assurance  that  the  Company  will be successful in closing such large
transactions on a timely basis or at all.   Software license revenues under the
Company's license agreements are recognized upon  delivery  and installation of
the  product  and  when  all  significant  contractual  obligations  have  been
satisfied.    Significant   obligations  would  include  future   promises   of
enhancements and/or modification  that are essential to the product.  Delays in
the  installation  of  the  Company's  software,   including  potential  delays
associated  with contractual enhancements to the Company's  software  products,
could  materially   adversely   affect   the  Company's  quarterly  results  of
operations.

    The  Company's  expense  levels are based,  in  significant  part,  on  its
expectations as to future revenues and are largely fixed in the short term.  As
a result, the Company may be unable  to  adjust  spending in a timely manner to
compensate  for  any  unexpected  shortfall  in  revenues.    Accordingly,  any
significant  shortfall  of  revenues in relation to the Company's  expectations
would have an immediate and material  adverse effect on the Company's business,
financial condition and results of operations.

    Dependence   on   Key   Personnel.   The  Company's   performance   depends
substantially on the performance  of  its  Chief  Executive  Officer, Stefan R.
Bothe.  The Company has experienced significant turnover in its  management and
is  therefore  operating  with  a limited group of executive officers  and  key
employees.  In addition, the Company  has  experienced  personnel turnover with
respect  to  its  sales  force  and  software  professionals.  The  Company  is
dependent  on  its  ability  to  attract,  retain  and   motivate  high-quality
personnel,   especially   its  management,  sales  staff  and  highly   skilled
development team.  The loss  of  the  services of the Company's Chief Executive
Officer or other key employees could have  a  material  adverse  effect  on the
Company's business, financial condition and results of operations.  The Company
maintains a key person insurance policy on Stefan R. Bothe.

    Lengthy   Sales   Cycle.    The   Company's  software  is  often  used  for
business-critical purposes, and its implementation involves significant capital
commitments  by customers.  Potential customers  generally  commit  significant
resources to an  evaluation  of  available  software and require the Company to
expend substantial time, effort and money educating  potential  customers about
the value of the Company's solutions.  Sales of the Company's software products
requires  an  extensive education and marketing effort throughout a  customer's
organization because  decisions  to license such software generally involve the
evaluation of the software by a significant  number  of  customer  personnel in
various  functional  and  geographic  areas,  each  having  specific  and often
conflicting  requirements.  A variety of factors, including factors over  which
the Company has  little or no control, may cause potential customers to favor a
competing vendor or  to  delay  or  forego a purchase.  As a result of these or
other factors, the sales cycle for the  Company's  products  is long, typically
ranging  between three and nine months.  Due to the length of the  sales  cycle
for its software  products,  including  delays  in  implementing  the Company's
software across several functional and geographic areas of an organization, the
Company's  ability  to  forecast  the  timing  and amount of specific sales  is
limited,  and  the  delay  or failure to complete one  or  more  large  license
transaction could have a material  adverse  effect  on  the Company's business,
financial condition or results of operations.

    Competition.   The  market  for  the  Company's  products and  services  is
intensely competitive and is characterized by rapid change  in  technology  and
user  needs and the frequent introduction of new products.  In recent quarters,
the Company has been observing increasingly aggressive pricing practices and/or
unusual  terms  and  conditions  offered  to  customers  by its competitors and
increasing competition in the middle market from competitors  which  previously
focused  principally  on  larger  corporations.   A  number  of  the  Company's
competitors  are  more  established, benefit from greater name recognition  and
have substantially greater  financial,  technical  and marketing resources than
the  Company  and  its partners and distributors.  In addition,  the  Company's
partners may develop  or  offer  products  and  services  that compete with the
Company's  products  and  services.   The  Company's partners may  give  higher
priority to the sales of these or other competitive products and services.  The
Company  may not be able to compete successfully  against  current  and  future
competitors  or  competitive  pressures  faced  by the Company could materially
adversely affect the Company's business, financial  condition  and  results  of
operations.

    Risks  Associated with Third-Party Channels.  The Company addresses certain
vertical and  geographic  markets  through its partners for its outsourcing and
software business.  The Company relies  on  its third-party channels to provide
sales and marketing presence and name recognition,  as  well  as  the resources
necessary to offer industry-specific financial accounting solutions.   Although
the  Company expects to dedicate significant resources to develop its partners,
the Company  may  not  be  able  to  attract  and retain qualified firms in its
targeted vertical or regional markets.  The failure  of the Company to maintain
its  current  third-party  channels  or  find other third-party  channels,  the
Company's inability to adequately support  such  channels,  the  development of
competitive products and services by the Company's third-party channels  or the
entry  by  such  firms  into  alliances  with  competitors of the Company would
substantially limit the Company's ability to provide  its products and services
and,  accordingly,  have a material adverse effect on the  Company's  business,
financial condition and  results  of  operations.   Although  the  Company  has
attempted  to  seek  partners  in distinct vertical markets and distributors in
distinct geographic markets, and  to manage them in a manner to avoid potential
channel conflicts, channel conflicts  may  develop.   Any  such  conflicts  may
adversely  affect  the  Company's  relationship  with  third-party  channels or
adversely affect its ability to develop new channels.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Market  risk  refers  to  the  potential effects of unfavorable changes  in
certain  prices and rates on the Company's  financial  results  and  condition,
primarily  foreign  currency  exchange  rates  and interest rates on marketable
securities.  The Company does not utilize derivative  instruments  in  managing
its  exposure  to  such  changes.   The Company does not believe that near-term
changes in foreign currency exchange  rates  or  interest  rates  will  have  a
material effect on its future earnings, fair values or cash flows.

ITEM 4.  CONTROLS AND PROCEDURES

    Based  on an evaluation of the Company's disclosure controls and procedures
performed by  the  Company's Chief Executive Officer and Acting Chief Financial
Officer within 90 days  of filing of this report, the Company's Chief Executive
Officer  and  Acting Chief  Financial  Officer  concluded  that  the  Company's
disclosure controls and procedures have been effective.

    As used herein,  "disclosure  controls  and  procedures" means controls and
other procedures of the Company that are designed  to  ensure  that information
required to be disclosed by the Company in the reports that it files or submits
under  the  Securities  Exchange  Act  is  recorded, processed, summarized  and
reported within the time periods specified in the rules and forms issued by the
Securities  and  Exchange  Commission.   Disclosure   controls  and  procedures
include, without limitation, controls and procedures designed  to  ensure  that
information  required  to  be  disclosed  by the Company in the reports that it
files  or  submits  under  the  Securities  Exchange  Act  is  accumulated  and
communicated  to the Company's management, including  its  principal  executive
officer or officers  and  its  principal  financial  officer  and  officers, or
persons performing similar functions, as appropriate to allow timely  decisions
regarding required disclosure.

    Since the date of the evaluation described above, there were no significant
changes  in  the  Company's  internal  controls  or in other factors that could
significantly affect these controls, and there were  no corrective actions with
regard to significant deficiencies and material weaknesses.



PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

    On  July  18,  2001, the Company filed for arbitration  with  the  American
Arbitration Association  in  a  royalty  and  enhancement  fee dispute with its
healthcare industry reseller McKesson Information Services (formerly  known  as
McKesson  HBOC). The companies reached a final settlement in March 2003 and the
Company was paid $450,000.

    The Company is also a  party  to  various  disputes and proceedings arising
from the ordinary course of general business activities  including  a sales tax
audit  by  the State of Connecticut involving past acquisition of computer  and
related equipment.   Although  the  final  outcome  of  these matters cannot be
determined, we believe that these matters will not seriously harm our business.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

         99 Certification of Chief Executive Officer and Acting  Chief Financial
            Officer 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




                                     #

<PAGE>


                                   SIGNATURE


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


                                   FLEXIINTERNATIONAL SOFTWARE, INC.



                                   By   /s/  Stefan R. Bothe
                                     -----------------------
                                   Stefan R. Bothe
                                   Chairman of the Board, President,
                                   Chief Executive Officer and Acting
                                   Chief Financial Officer
                                   (Principal executive officer and principal
                                   financial officer)
Date: May 13, 2003


                                     #

<PAGE>
                                 CERTIFICATION
                           BY CHIEF EXECUTIVE OFFICER
                          AND CHIEF FINANCIAL OFFICER
                            PURSUANT TO RULE 13A-14

    I, Stefan R. Bothe, certify that:

    1.   I have reviewed this quarterly report on Form 10-Q of
FLEXIINTERNATIONAL SOFTWARE, INC.;

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

    3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

    4.   I am 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 me 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 my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;

    5.   I have disclosed, based on my 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 who have a significant role in the registrant's
internal controls; and

    6.   I have indicated in this quarterly report whether there were any
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  May 13, 2003


                        By   /s/  Stefan R. Bothe
                          -----------------------
                        Stefan R. Bothe
                        Chairman of the Board, President,
                        Chief Executive Officer and Acting
                        Chief Financial Officer
                        (Principal executive officer and principal
                        financial officer)

                                     #

<PAGE>
                                                                     Exhibit 99



                           CERTIFICATION PURSUANT TO

                            18 U.S.C. SECTION 1350,

                            AS ADOPTED PURSUANT TO

                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





           In connection with the Quarterly Report of FLEXIINTERNATIONAL
SOFTWARE, INC. (the "Company") on Form 10-Q for the period ended March 31, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Stefan R. Bothe, as Chief Executive Officer and Acting Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C.
{section} 1350, as adopted pursuant to {section} 906 of the Sarbanes-Oxley Act
of 2002, that:

           (1)  The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

           (2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




                         By   /s/  Stefan R. Bothe
                           -----------------------

                         Stefan R. Bothe




May 13, 2003