U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-QSB

(Mark One)

 |X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003.

 | |  TRANSITION  REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934 FOR THE  TRANSITION  PERIOD FROM ____________ TO ___________


 Commission file number        0-22916


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

           Massachusetts                                          04-2601571
(State or other jurisdiction of                              (I.R.S.Employer
incorporation or organization)                              Identification No.)

200 Lake Street, Suite 102, Peabody MA                             01960
(Address of principal executive offices)                        (Zip Code)

                                  978-536-2777
                           (Issuer's telephone number)

- -------------------------------------------------------------------------------

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


 Number of shares outstanding of each class of common equity, as of May 2, 2003:

         Class A Common Stock       13,398,941
         Class B Common Stock          726,991

 Transitional Small Business Disclosure Format
 (Check one):
 Yes______ No      X



                                       1

                                    PHC, Inc.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets - March 31,2003 and June 30, 2002.

        Condensed Consolidated Statements of Operations - Three and nine months
        ended March 31, 2003 and March 31, 2002.

        Condensed Consolidated Statements of Cash Flows - Nine months ended
        March 31, 2003 and March 31, 2002.

        Notes to Condensed Consolidated Financial Statements.

Item 2. Management's Discussion and Analysis or Plan of Operation



PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on form 8-K

Signatures




                                       2

PART I.  FINANCIAL INFORMATION
Item 1    Financial Statements
                           PHC, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                      March 31,        June 30,
                                                        2003            2002
                                                      _________        ________
                                                     (Unaudited)
Current assets:
  Cash and cash equivalents                          $  281,848      $ 204,564
  Accounts receivable, net of allowance
        for bad debts of $2,522,056 at March
        31, 2003 and $2,715,760 at June 30, 2002      4,260,338      4,863,601
   Prepaid expenses                                     211,749         66,652
   Third party settlement receivables                   166,700        214,818
   Other receivables and advances                       285,114        137,032
   Deferred income tax asset, net                       808,607        766,793

       Total current assets                           6,014,356      6,253,460
Accounts receivable, noncurrent                         720,000        690,000
Other receivables                                       110,704         92,068
Property and equipment, net                           1,306,108      1,259,648
Deferred financing costs, net of amortization
     of $128,109 at March 31, 2003
     and $122,109 at June 30, 2002                        6,000         12,000
Goodwill, net of accumulated amortization of
     $270,105 at March 31, 2003 and June 30, 2002       969,099        969,099
Other assets                                            247,571        197,340

     Total assets                                    $9,373,838     $9,473,615

                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                  $ 1,005,388     $1,283,389
  Notes payable--related parties                        125,000        200,000
  Current maturities of long-term debt                  804,139        765,415
  Revolving credit note                               1,349,600      1,468,644
  Deferred revenue                                      160,736        129,258
  Current portion of obligations under capital leases    51,750         11,020
  Accrued payroll, payroll taxes and benefits           601,449        452,177
  Accrued expenses and other liabilities              1,274,858      1,597,642
  Convertible debentures                                350,000        500,000

     Total current liabilities                        5,722,920      6,407,545

Long-term debt                                        1,819,026      2,428,945
Obligations under capital leases, net of
      current portion                                    38,214         21,140

  Total noncurrent liabilities                        1,857,240      2,450,085

  Total liabilities                                   7,580,160      8,857,630
                                                     __________      _________


                                       3

Stockholders' equity:
  Class A common stock, $.01 par value; 20,000,000
       shares authorized, 13,437,067 and 12,919,042
       shares issued at March 31, 2003 and June 30,
       2002, respectively                               134,371        129,190
  Class B common stock, $.01 par value; 2,000,000
      shares authorized,726,991 issued and outstanding
      convertible into 726,991 shares of Class A          7,270          7,270
      common stock
  Additional paid-in capital                         19,144,419     18,769,863
  Treasury stock, 38,126 shares at cost                 (30,988)       (30,988)
  Notes receivable, common stock                        (80,000)       (80,000)
  Accumulated deficit                               (17,381,394)   (18,179,350)


  Total stockholders' equity                          1,793,678        615,985

      Total liabilities and stockholders' equity    $ 9,373,838    $ 9,473,615
                                                    ===========    ===========

            See Notes to Condensed Consolidated Financial Statements.


                                       4

                           PHC, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                 Three Months Ended          Nine Months Ended
                                      March 31,                  March 31,
                                   2003       2002          2003        2002
                              ________________________________________________
Revenues:
  Patient care, net          $ 5,341,816   $5,502,673  $15,863,921  $15,874,763
  Contract support services      393,328      201,727      943,513      616,953
  Pharmaceutical study           136,690      184,985      711,957      388,397
  Website services                    --          544           --        3,845
                             ___________   __________  ___________  ___________
       Total revenues          5,871,834    5,889,929   17,519,391   16,883,958
                             ___________   __________  ___________  ___________
 Operating Expenses
  Patient care expenses        2,638,772    2,720,445    7,877,313    7,963,481
  Cost of contract support
        services                 354,632      180,377      855,862      525,476
  Provision for doubtful
        accounts                 196,195      139,007      818,652      554,546
  Website expenses                54,770       74,478      168,345      232,683
  Administrative expenses      2,369,205    2,172,484    6,631,883    6,200,797
                             ___________   __________  ___________  ___________
     Total operating expenses  5,613,574    5,286,791   16,352,055   15,476,983
                             ___________   __________  ___________  ___________
Income from operations           258,260      603,138    1,167,336    1,406,975
                             ___________   __________  ___________  ___________
Other expenses:
  Interest income                  3,119        1,134       10,943        8,182
  Other income                    22,830       16,015       75,206       67,105
  Interest expense              (127,324)    (176,101)    (419,455)    (577,234)
                             ___________   __________  ___________  ___________
       Total other expenses     (101,375)    (158,952)    (333,306)    (501,947)
                             ___________   __________  ___________  ___________
Income before provision
        for income taxes         156,885      444,186      834,030      905,028
Provision for income taxes        26,074           --       36,074           --
                             ___________    __________  ___________  ___________
Net income                   $   130,811   $  444,186  $   797,956  $   905,028
                             ===========    ==========  ===========  ===========
Income per share information:

Net income                   $   130,811   $  444,186  $   797,956  $   905,028

Preferred stock dividends             --       27,755           --       87,106
                             ___________   __________  ___________  ___________
Income applicable to common
  Stockholders               $   130,811   $  416,431  $   797,956  $   817,922
                             ===========   ==========  ===========  ===========
Basic income per common
  share                      $      0.01   $     0.04  $      0.06  $      0.08
                             ===========   ==========  ===========  ===========
Basic weighted average number
  of shares outstanding       14,099,929    9,851,124   13,963,138    9,643,486
                             ===========   ==========  ===========  ===========
Diluted income per common
  share                      $      0.01   $     0.03  $      0.05  $      0.06
                             ===========   ==========  ===========  ===========
Diluted weighted average
  number of shares
  outstanding                 14,814,570    14,195,971  14,577,540    14,111,929
                              ===========   ==========  ===========  ===========

            See Notes to Condensed Consolidated Financial Statements

                                       5

                           PHC, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                    For the Nine Months Ended
                                                             March 31,
                                                        2003            2002
                                                   ____________    ___________

Cash flows from operating activities:
  Net income                                        $  797,956      $  905,028
  Adjustments to reconcile net income to
     net cash provided by (used in) operating
     activities:
    Depreciation and amortization                      131,714         161,965
    Amortization of financing costs                      6,000           6,000
    Non-cash compensation expense                       18,543              --
    Non-cash stock options and stock warrants
     issued for obligations                                655          36,572
  Changes in operating assets and liabilities:
    Accounts receivable                                454,663         220,046
    Prepaid expenses                                  (145,097)        (71,098)
    Other assets                                       (98,090)       (163,340)
    Accounts payable                                  (271,344)       (222,748)
    Accrued expenses and other liabilities             145,651         (52,931)
     Net liabilities of discontinued operations             --         (24,976)
                                                    ____________    ___________
Net cash provided by operating activities            1,040,651         794,518
                                                    ____________    ___________
Cash flows from investing activities:
   Acquisition of property and equipment               (172,128)      (117,100)
                                                    ____________    ___________
Net cash used in investing activities                  (172,128)      (117,100)
                                                    ____________    ___________
Cash flows from financing activities:
  Revolving credit note, net                           (119,044)      (269,252)
  Proceeds (repayment) of debt, net                    (738,391)      (292,862)
  Issuance of common stock                               73,408            300
  Purchase of treasury stock                                 --         (6,094)
  Cost related to issuance of capital stock              (7,212)       (14,755)
                                                    ____________    ___________
Net cash used in financing activities                  (791,239)      (582,663)
                                                    ____________    ___________
NET INCREASE IN CASH AND CASH EQUIVALENTS                77,284         94,755
BEGINNING CASH AND CASH EQUIVALENTS                     204,564         43,732
                                                    ____________    ___________
ENDING CASH AND CASH EQUIVALENTS                    $   281,848     $  138,487
                                                    ============    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the period for:
         Interest                                   $    419,406    $   531,956
         Income taxes                                    113,163          9,718
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES:
       Issuance of common stock in cashless
         exercise of options                        $    302,516    $        --
       Issuance of common stock in cashless
         exercise of warrants                             42,363             --
     Accrued dividends                                        --         87,106
     Conversion of preferred stock to common stock            --        100,000
     Issuance of common stock in lieu of cash
         for dividends                                        --         12,395

            See Notes to Condensed Consolidated Financial Statements

                                       6

                           PHC, INC. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2003

Note A - The Company

     PHC, Inc. and its wholly owned  subsidiaries  (the "Company") is a national
health care company  specializing in behavioral  health  services  including the
treatment of substance  abuse,  which includes  alcohol and drug  dependency and
related  disorders and the provision of psychiatric  services.  The Company also
provides management,  administrative and online behavioral health services.  The
Company primarily operates under three business segments:

     (1) Behavioral  health  treatment  services,  including two substance abuse
treatment facilities:  Highland Ridge Hospital, located in Salt Lake City, Utah,
which also  treats  psychiatric  patients,  and Mount Regis  Center,  located in
Salem,  Virginia, and eight psychiatric treatment locations which include Harbor
Oaks Hospital, a 64-bed psychiatric hospital located in New Baltimore,  Michigan
and seven  outpatient  behavioral  health  locations  (two in Las Vegas,  Nevada
operating as Harmony  Healthcare,  one in Shawnee  Mission,  Kansas operating as
Total Concept and four locations  operating as Pioneer  Counseling Center in the
Detroit, Michigan metropolitan area);

     (2)  Behavioral  health  administrative  services,  including  delivery  of
management, administrative and help line services. PHC, Inc. provides management
and  administrative  services for its behavioral health treatment  subsidiaries.
Pioneer  Development  and Support  Services,  which does  business as Wellplace,
provides help line services primarily through contracts with major railroads,  a
smoking cessation contract with the State of Nebraska and a call center contract
with the State of Michigan.  Pioneer Pharmaceutical Research conducts studies of
the effects of psychiatric  pharmaceuticals  on a controlled  population through
contracts with major manufacturers of these pharmaceuticals; and

     (3) Behavioral  health online  services,  are provided  through  Behavioral
Health Online, Inc., the Company's internet subsidiary,  which provides Internet
support  services  for  all  other  subsidiaries  of the  Company  and  provides
behavioral  health  education,  training and products for the behavioral  health
professional, through its website Wellplace.com.


 Note B - Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB and Item 310 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
only of normal recurring accruals)  considered necessary for a fair presentation
have been included.  Operating  results for the nine months ended March 31, 2003
are not necessarily  indicative of the results that may be expected for the year
ending June 30, 2003. The accompanying  financial  statements  should be read in
conjunction  with  the June  30,  2002  consolidated  financial  statements  and
footnotes thereto included in the Company's 10-KSB filed on September 19, 2002.

                                       7

Note C - Stock Based Compensation

     The Company  re-priced 791,500 options in January 2001 of which 667,000 and
108,500 remained  outstanding at June 30, 2002 and March 31, 2003,  respectively
and are  subject  to  variable  accounting  from the  date of the  modification.
Compensation  expense  relating to 568,500 vested  repriced  options at June 30,
2002 was approximately  $264,000 for the fiscal year ended June 30, 2002 and the
compensation  expense  relating to 47,250 vested  repriced  options at March 31,
2003 was approximately $27,000 for the nine month period ended March 31, 2003.

     The Company has adopted the  disclosure  only  provisions  of  Statement of
Financial   Accounting   Standards  ("SFAS")  No.  123  but  applies  Accounting
Principles  Board Opinion No. 25 and related  interpretations  in accounting for
its plans.  If the Company had elected to  recognize  compensation  cost for the
plans based on the fair value at the grant date for awards  granted,  consistent
with the method  prescribed by SFAS No. 123, the net income per share would have
been changed to the pro forma amounts indicated below:


                                       8



                                                                         
                                                 Three Months Ended          Nine Months Ended
                                                      March 31,                   March 31,
                                                  2003         2002          2003          2002
                                              _____________________________________________________

Net income, as reported                       $  130,811    $  416,411    $  797,956    $  817,922

Add:  Stock-based employee compensation
expense included in reported net income,
net of related tax effects                        31,368         3,965        19,198        36,572

Deduct:  Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects                              (46,542)       (3,965)     (102,382)      (46,114)
                                                ____________  __________    ___________    __________

Pro forma net income                          $  115,637    $  416,411   $   714,772    $  808,380
                                              ===========   ============  ============= =============
Earnings per share:
   Basic - as reported                        $     0.01    $     0.04   $      0.06    $     0.08
                                              ===========   ============  ============= =============
   Basic - pro forma                          $     0.01    $     0.04   $      0.05    $     0.08
                                              ===========   ============  ============= =============
   Diluted - as reported                      $     0.01    $     0.03   $      0.05    $     0.06
                                              ===========   ============  ============= =============
   Diluted - pro forma                        $     0.01    $     0.03   $      0.05    $     0.06
                                              ===========   ============  ============= =============


                                       9

Note D - Reclassifications

         Certain March 31, 2002 and June 30, 2002 amounts have been reclassified
to be consistent with the March 31, 2003 presentation.

Note E - Business Segment Information

     The Company's  behavioral  health treatment  services have similar economic
characteristics,  services,  patients and clients.  Accordingly,  all behavioral
health treatment  services are reported on an aggregate basis under one segment.
The Company's segments are more fully described in Note A above. Residual income
and expenses from closed facilities are included in the administrative  services
segment. The following summarizes the Company's segment data:



                                       10


                                                                        
                                  TREATMENT   ADMINISTRATIVE    ONLINE
                                  SERVICES      SERVICES       SERVICES   ELIMINATIONS   TOTAL
                                ____________________________________________________________________
For the three months ended
   March 31, 2003
Revenues - external customers   $ 5,408,116   $   463,718      $      --   $        --   $ 5,871,834
Revenues - intersegment                 400       665,556         75,000      (740,956)           --
Net income (loss)                   822,844      (637,263)       (54,770)           --       130,811

For the three months ended
   March 31, 2002
Revenues - external customers   $ 5,502,673   $   386,712      $     544            --   $ 5,889,929
Revenues - intersegment              54,198       474,000         75,000   $  (603,198)           --
Net income (loss)                 1,003,168      (485,048)       (73,934)           --       444,186

For the nine months ended
   March 31, 2003
Revenues - external customers   $15,930,221   $ 1,589,170      $      --   $        --   $17,519,391
Revenues - intersegment             249,500     1,978,668        225,000    (2,453,168)           --
Net income (loss)                 2,543,431    (1,577,130)      (168,345)           --       797,956
Identifiable Assets at
    March 31, 2003                7,699,250     1,583,264         91,324            --     9,373,838

For the nine months ended
   March 31, 2002
Revenues - external customers   $15,874,763   $ 1,005,350       $  3,845   $        --   $16,883,958
Revenues - intersegment              54,198     1,422,000        225,000    (1,701,198)           --
Net income (loss)                 2,278,883    (1,150,712)      (223,143)           --       905,028
Identifiable Assets at
    March 31, 2002                8,339,229     1,339,705        102,796            --     9,781,730


                                       11

Note F - New Accounting Standards

     In June 2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 146,  "Accounting for
Costs  Associated  with Exit or Disposal  Activities"  ("SFAS No.  146"),  which
addresses  financial  accounting and reporting for costs associated with exit or
disposal  activities and supersedes  Emerging  Issues Task Force 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
No. 146 is effective for exit or disposal  activities  initiated  after December
31, 2002, with earlier application encouraged. There were no transactions during
the period ended March 31, 2003 that were effected by this pronouncement.

     On  December  31,  2002,  the FASB  issued  SFAS No.  148,  Accounting  for
Stock-Based  Compensation - Transition and Disclosure.  SFAS No. 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for  stock-based
employee  compensation in the event companies adopt SFAS No. 123 and account for
stock  options  under  the fair  value  method.  SFAS No.  148 also  amends  the
disclosure  provisions  of SFAS 123 and APB  Opinion No. 28,  Interim  Financial
Reporting  (APB  28),  to  require  disclosure  in the  summary  of  significant
accounting policies of the effects of an entity's accounting policy with respect
to  stock-based  employee  compensation  on reported net income and earnings per
share in annual and interim financial  statements.  While the Statement does not
amend SFAS No. 123 to require  companies to account for employee  stock  options
using the fair  value  method,  the  disclosure  provisions  of SFAS No. 148 are
applicable to all companies with stock-based employee  compensation,  regardless
of whether  they  account for that  compensation  using the fair value method of
SFAS No. 123 or the intrinsic  value method of APB Opinion No. 25 Accounting for
Stock  Issued to  Employees  (APB 25).  The Company  has adopted the  disclosure
requirements  of SFAS No.  148 as  disclosed  in the  Notes to our  Consolidated
Financial Statements included as Note C of this Quarterly report on Form 10-QSB.

     In November 2002, the FASB issued Interpretation No. (FIN) 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness of Others." Among other things,  the  Interpretation
requires  guarantors to recognize,  at fair value,  their  obligations  to stand
ready to perform under certain  guarantees.  FIN 45 is effective for  guarantees
issued or modified on or after January 1, 2003. The provisions of FIN 45 did not
have an effect on the Company's financial position or results of operations.

     In  January  2003,  the FASB  issued  FIN 46,  "Consolidation  of  Variable
Interest  Entities."  FIN 46's  consolidation  criteria are based on analysis of
risks and  rewards,  not  control,  and  represent  a  significant  and  complex
modification of previous accounting principles.  FIN 46 represents an accounting
change,  not a change in the  underlying  economics  of asset  sales.  FIN 46 is
effective for consolidated  financial statements issued after June 30, 2003. The
Company believes the adoption of FIN 46 will not have an effect on its financial
position or future results of operations.


                                       12

Item 2.     Management's Discussion and Analysis or Plan of Operation

                           PHC, INC. and Subsidiaries
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
Overview

     The Company presently provides  behavioral health care services through two
substance abuse treatment centers,  a psychiatric  hospital and seven outpatient
psychiatric centers (collectively called "treatment facilities").  The Company's
revenue for providing  behavioral  health services  through these  facilities is
derived from contracts with managed care companies,  Medicare,  Medicaid,  state
agencies,  railroads,  gaming industry  corporations and individual clients. The
profitability of the Company is largely dependent on the level of patient census
and the payor mix at these treatment  facilities.  Patient census is measured by
the number of days a client  remains  overnight at an inpatient  facility or the
number of visits or encounters with clients at outpatient clinics.  Payor mix is
determined  by the  source of  payment  to be  received  for each  client  being
provided billable services.  The Company's  administrative  expenses do not vary
greatly as a percentage  of total revenue but the  percentage  tends to decrease
slightly  as revenue  increases.  The  Company has changed the focus and reduced
expenses of its internet operation,  Behavioral Health Online,  Inc., to provide
technology and internet support for the Company's other operations;  however, it
also continues to provide  behavioral  health  information and education through
its web site at  Wellplace.com.  The  Company's  most recent  addition,  Pioneer
Pharmaceutical  Research,  contracts  with major  manufacturers  of  psychiatric
pharmaceuticals to assist in the study of the effects of certain pharmaceuticals
in the treatment of specific mental illness.

     The healthcare  industry is subject to extensive  federal,  state and local
regulation governing,  among other things, licensure and certification,  conduct
of operations, audit and retroactive adjustment of prior government billings and
reimbursement.  In addition, there are ongoing debates and initiatives regarding
the  restructuring of the health care system in its entirety.  The extent of any
regulatory  changes and their impact on the Company's  business is unknown.  The
current  administration  has put forth  proposals  to  mandate  equality  in the
benefits  available  to those  individuals  suffering  from mental  illness (the
Parity Act). If passed,  this  legislation  will improve access to the Company's
programs. Managed care has had a profound impact on the Company's operations, in
the  form of  shorter  lengths  of stay,  extensive  certification  of  benefits
requirements and, in some cases, reduced payment for services.

Critical Accounting Policies

     The preparation of the Company's  financial  statements requires management
to make  estimates  and  judgments  that affect the reported  amounts of assets,
liabilities,  revenues,  expenses and related disclosures. On an on-going basis,
management evaluates its estimates and assumptions, including but not limited to
those  related to revenue  recognition,  accounts  receivable  reserves  and the
impairment  of  long-lived   assets,   goodwill  and  other  intangible  assets.
Management  bases its  estimates  on  historical  experience  and various  other
assumptions  that they believe to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

                                       13

Revenue recognition and accounts receivable:

     Patient care revenues and accounts  receivable  are recorded at established
billing rates or at the amount  realizable  under  agreements  with  third-party
payors,  including Medicaid and Medicare, at the time the services are rendered.
Revenues under  third-party  payor  agreements  are subject to  examination  and
contractual  adjustment,  and  amounts  realizable  may change  due to  periodic
changes in the  regulatory  environment.  Provisions  for estimated  third party
payor  settlements are provided in the period the related services are rendered.
Differences between the amounts provided and subsequent settlements are recorded
in operations in the year of settlement.  Amounts due as a result of cost report
settlements  is recorded and listed  separately  on the  financial  statement as
"Third party settlement  receivables".  The provision for contractual allowances
is deducted  directly  from  revenue  and the net revenue  amount is recorded as
accounts  receivable.  The allowance for doubtful  accounts does not include the
contractual allowances.

     The Company  currently has one "at risk"  contract.  The contract calls for
the  Company to provide  for all of the  in-patient  and  outpatient  behavioral
health needs of the insurance  carrier's enrollees in Nevada for a fixed monthly
fee per member per month.  Revenues are recorded  monthly  based on this formula
and the expenses  related to  providing  the  services  under this  contract are
recorded as incurred.  The Company provides most of the outpatient care directly
and,  through  utilization  review,   monitors  closely,  and  pre-approves  all
in-patient  and  outpatient  services  not  provided  directly.  The contract is
considered "at risk" because the payments to third-party  providers for services
rendered could equal the total amount of the revenue recorded.

     Pharmaceutical  study  revenue is  recognized  only after a  pharmaceutical
study  contract has been awarded and the patient has been  selected and accepted
based on study  criteria  and  billable  units of service  are  provided.  Where
contract  requires  completion  of the  study  by the  patient,  no  revenue  is
recognized until the patient completes the study program.

     Contract  support service revenue is a result of fixed contracts to provide
telephone  support.  Revenue for these  services is recognized  ratably over the
service period, as there is no contingency for a change in the contracted amount
based on services provided.

Allowance for doubtful accounts:

     The provision for bad debt is calculated based on a percentage of each aged
accounts   receivable  category  beginning  at  0-5%  on  current  accounts  and
increasing  incrementally  for  each  additional  30 days  the  account  remains
outstanding  until the account is over 360 days  outstanding,  at which time the
provision  is 60-100% of the  outstanding  balance.  These  percentages  vary by
facility based on each facility's  experience in collecting  older  receivables.
The Company compares this required reserve amount to the current  "Allowance for
doubtful  accounts" to  determine  the required bad debt expense for the period.
This method of determining  the required  "Allowance for doubtful  accounts" has
historically resulted in an allowance for doubtful accounts of 30% or greater of
the total outstanding receivables balance.

                                       14

Property and equipment:

     Property and  equipment are stated at cost.  Depreciation  is provided over
the estimated  useful lives of the assets using  accelerated  and  straight-line
methods.

Goodwill:

     The excess of the  purchase  price over the fair market value of net assets
of an acquisition is recorded as goodwill. The Company's net goodwill relates to
the treatment services segment of the Company and is evaluated at least annually
for impairment.

Results of Operations

     Total net revenue from  operations  decreased  0.31% to $5,871,834  for the
three  months  ended March 31, 2003 from  $5,889,929  for the three months ended
March 31, 2002 and  increased  3.76% to  $17,519,391  for the nine months  ended
March 31, 2003 from $16,883,958 for the nine months ended March 31, 2002.

     Net patient care revenue decreased 2.92% to $5,341,816 for the three months
ended March 31, 2003 from  $5,502,673  for the three months ended March 31, 2002
and  0.07%  to  $15,863,921  for the nine  months  ended  March  31,  2003  from
$15,874,763  for the nine months ended March 31, 2002.  This decrease in revenue
is due  primarily to a 3.3%  decrease in patient days for the three months ended
March 31,  2003 and a change in payor mix (lower  insurance  coverage)  over the
nine months ended March 31, 2003,  when  compared to the same periods last year.
Traditionally slow census during the December quarter holidays failed to rebound
as rapidly as usual in the March quarter.  A poor economy with high unemployment
has resulted in fewer patients with insurance  coverage and decreased  insurance
benefits  resulting  in lower  census and less  favorable  payor  mix.  This was
further  complicated by the  uncertainty  surrounding  the war, which we believe
affected  patients'  willingness  to leave home and seek  treatment.  The census
improved  toward the end of March and remains at higher levels  through the date
of this report.  Renewed  marketing  efforts  have helped to maintain  increased
census in the current quarter, but the economy continues to play a major role in
the number of people seeking treatment.

     The key  indicators of  profitability  of inpatient  facilities are patient
days,  or census,  and payor mix.  Patient  days is the product of the number of
patients times length of stay. Increases in the number of patient days result in
higher census, which coupled with a more favorable payor mix (more patients with
higher paying  insurance  contracts or paying  privately) will usually result in
higher profitability. Therefore, patient census and payor mix are monitored very
closely.

                                       15

     Revenue from  pharmaceutical  studies  decreased  26.1% to $136,690 for the
three months ended March 31, 2003 from $184,985 for the three months ended March
31, 2002 and  increased  83.3% to $711,957  for the nine months  ended March 31,
2003 from  $388,397 for the same period last year.  These changes in revenue are
due to  changes  in the  number of active  studies  and the  number of  patients
enrolled in the studies. Many of the studies in which we were enrolling patients
concluded in December 2002.  Many planned studies for the new calendar year were
postponed due to recent controversy surrounding  pharmaceutical studies. We have
just been awarded several new studies and are building patient enrollment in the
current  quarter.  This business is expected to fluctuate  from period to period
based on the number of studies in progress,  availability of study drugs and the
number of patients enrolled in each study.

     Patient care expenses  decreased by 3.0% to $2,638,772 for the three months
ended March 31, 2003 from  $2,720,445  for the three months ended March 31, 2002
and  decreased  by 1.1% to  $7,877,313  for the nine months ended March 31, 2003
from  $7,963,481  for the nine months ended March 31, 2002.  These  decreases in
expenses for the period are due  primarily to the decrease in patient days noted
above with the primary  decreases in expenses directly related to patient census
such as  food,  laundry,  laboratory  fees  and  other  direct  patient  related
expenses.

     Contract support services revenue provided by Wellplace  increased 95.0% to
$393,328 for the three  months ended March 31, 2003 from  $201,727 for the three
months ended March 31, 2002 and increased  52.9% to $943,513 for the nine months
ended March 31, 2003 from  $616,953  for the same period last year.  The cost of
providing these services  increased 96.6% to $354,632 for the three months ended
March 31, 2003 from $180,377 for the three months ended March 31, 2002 and 62.9%
to $855,862 for the nine months ended March 31, 2003 from  $525,476 for the same
period last year.  These  increases  in revenue and expenses are a result of the
smoking  cessation  contract  for the  State of  Nebraska,  which  carried  high
start-up  costs in the first six months of this fiscal  year and a new  Michigan
call center  contract  which began in March of this quarter and also resulted in
high start-up costs.

     Bad debt  expense  increased  41.1% to $196,195  for the three months ended
March 31, 2003 from $139,007 for the three months ended March 31, 2002 and 47.6%
to $818,652 for the nine months ended March 31, 2003 from  $554,546 for the same
period last year. These increases are due to the write off of some uncollectable
accounts not fully  reserved  for and an increase in the age of the  receivables
due from one large payor over the last two  quarters,  which was a result of the
payors' system conversion.  Approximately 25% of the outstanding receivables due
from this payor was received at the end of March and another 25% was received in
the first two weeks of April  2003.  We continue  to monitor  payment  from this
payor closely as all of their system conversion issues have not been resolved.

     Web  development  expenses  decreased 26.5% to $54,770 for the three months
ended March 31, 2003 from  $74,478 for the three months ended March 31, 2002 and
27.7% to $168,345 for the nine months ended March 31, 2003 from $232,683 for the
nine months ended March 31, 2002. This decrease is due to the change in focus of
the  Internet  Company to  internal  support of the other  operating  locations.
Website  expenses  are  expected to  continue  at this level while the  Internet
Company's focus remains internal.

                                       16

     Administrative  expenses increased 9.1% to $2,369,205 for the quarter ended
March 31, 2003 from  $2,172,484 for the quarter ended March 31, 2002 and 7.0% to
$6,631,883 for the nine months ended March 31, 2003 from $6,200,797 for the same
period last year. This increase is due to increases in various expenses. General
insurance  expense  increased  approximately 30% for the quarter ended March 31,
2003 and 22% for the nine month period ended March 31, 2003 as compared with the
same periods last year.  Employee benefit costs increased  approximately 17% for
the quarter  ended  March 31,  2003 and 15% for the nine months  ended March 31,
2003  as  compared  to  the  same   periods  last  year.   Utilities   increased
approximately  18% for the  quarter  ended  March 31,  2003 and 12% for the nine
months  ended March 31, 2003 as compared  to the same  periods  last year.  Rent
expense increased  approximately 9% for the quarter ended March 31, 2003 and 11%
for the nine months  ended March 31, 2003 as compared to the same  periods  last
year.

     Other  income  increased  42.6% to $22,830 for the three months ended March
31,  2003 from  $16,015 for the three  months  ended March 31, 2002 and 12.1% to
$75,206  for the nine months  ended March 31, 2003 from  $67,105 for nine months
ended March 31, 2002. This increase is primarily due to an increased request for
medical records at our treatment facilities.

     Interest  expense  decreased  27.7% to $127,324  for the three months ended
March 31, 2003 from $176,101 for the three months ended March 31, 2002 and 27.3%
to $419,455 for the nine months ended March 31, 2003 from  $577,234 for the same
period last year. This decrease is due to the general decline in interest rates,
the refinancing of debt in November 2001 at a more favorable rate, and repayment
of long-term debt.

     The Company has no provision for federal  income taxes for the three months
or nine months ended March 31, 2003 due to the utilization of net operating loss
carry-forwards.  Total  income tax expense for the quarter and nine months ended
March 31, 2003 represents  state income taxes for certain  subsidiaries  with no
available net operating loss carry-forwards.

     The  environment  the  Company   operates  in  today  makes  collection  of
receivables,  particularly  older  receivables,  more difficult than in previous
years.   Accordingly,   the  Company  has  increased  staff,  standardized  some
procedures  for  collecting   receivables   and  instituted  a  more  aggressive
collection  policy,  which has  resulted in an overall  decrease in its accounts
receivable.  Although the  Company's  receivables  have  decreased,  the Company
continues  to reserve  for bad debts  based on  managed  care  denials  and past
difficulty  in  collections.  We  continue  to  analyze  receivables  monthly to
determine an adequate  reserve.  This  analysis has  consistently  resulted in a
ratio of reserves for bad debt to total patient receivables of approximately 30%
or greater.  The ratio of reserves for bad debt to total patient  receivables as
of March 31, 2003 is approximately 33% on an accounts  receivable  balance which
decreased 9.2% to $7,502,394 at March 31, 2003 from $8,263,361 at June 30, 2002.
The $720,000 shown as non-current  patient  accounts  receivable is presented at
net  realizable  value.  These amounts are due from  individuals  in payment for
treatment on which extended payment plans have been arranged and are being met.

                                       17

Liquidity and Capital Resources

     The Company`s net cash provided by operating  activities was $1,040,651 for
the nine months  ended March 31, 2003  compared to $794,518  for the nine months
ended March 31, 2002.  Cash flow from  operations in the nine months ended March
31, 2003 consists of net income of $797,956 plus  depreciation  and amortization
of financing costs of $137,714,  decrease in accounts receivable of $454,663 and
non-cash equity based charges of $19,198 less cash used for net changes in other
operating assets and liabilities of $368,880.

     Cash used in investing  activities  in the nine months ended March 31, 2003
consisted  of $172,128 in capital  expenditures  compared to $117,100 in capital
expenditures during the same period last year.

     Cash used in financing  activities  in the nine months ended March 31, 2003
primarily  consisted of $857,435 in debt repayments compared to $562,114 in debt
repayments for the same period last year.

     A  significant  factor in the liquidity and cash flow of the Company is the
timely collection of its accounts  receivable.  Current accounts receivable from
patient care, net of allowance for doubtful  accounts,  decreased  approximately
10% to  $4,980,338  on March 31, 2003 from  $5,553,601  on June 30,  2002.  This
decrease is a result of the continuation of our accounts  receivable  management
program  instituted in fiscal 2001,  increased  staff,  standardization  of some
procedures for collecting  receivables and a more aggressive  collection policy.
The increased  staff has allowed the Company to concentrate on current  accounts
receivable and resolve any problem issues,  which results in a smaller number of
uncollectable  accounts.  The  Company's  collection  policy  calls for  earlier
contact  with  insurance  carriers  with  regard  to  payment,  use of  fax  and
registered  mail to  follow-up  or  resubmit  claims and earlier  employment  of
collection  agencies to assist in the collection  process.  Our collectors  will
also seek  assistance  through every legal means,  including the State Insurance
Commissioner's  office,  when appropriate,  to collect claims. At the same time,
the  Company  continues  to  closely  monitor  reserves  for bad  debt  based on
potential insurance denials and past difficulty in collections.

     The Company has operated ongoing operations profitably for nine consecutive
quarters.  The current positive business  environment  towards behavioral health
treatment  and the new  business  opportunities  give us  confidence  to foresee
continued improved results.

                                       18

New Accounting Standards

     In June 2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 146,  "Accounting for
Costs  Associated  with Exit or Disposal  Activities"  ("SFAS No.  146"),  which
addresses  financial  accounting and reporting for costs associated with exit or
disposal  activities and supersedes  Emerging  Issues Task Force 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
No. 146 is effective for exit or disposal  activities  initiated  after December
31, 2002, with earlier application encouraged. There were no transactions during
the period ended March 31, 2003 that were effected by this pronouncement.

     On  December  31,  2002,  the FASB  issued  SFAS No.  148,  Accounting  for
Stock-Based  Compensation - Transition and Disclosure.  SFAS No. 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for  stock-based
employee  compensation in the event companies adopt SFAS No. 123 and account for
stock  options  under  the fair  value  method.  SFAS No.  148 also  amends  the
disclosure  provisions  of SFAS 123 and APB  Opinion No. 28,  Interim  Financial
Reporting  (APB  28),  to  require  disclosure  in the  summary  of  significant
accounting policies of the effects of an entity's accounting policy with respect
to  stock-based  employee  compensation  on reported net income and earnings per
share in annual and interim financial  statements.  While the Statement does not
amend SFAS No. 123 to require  companies to account for employee  stock  options
using the fair  value  method,  the  disclosure  provisions  of SFAS No. 148 are
applicable to all companies with stock-based employee  compensation,  regardless
of whether  they  account for that  compensation  using the fair value method of
SFAS No. 123 or the intrinsic  value method of APB Opinion No. 25 Accounting for
Stock  Issued to  Employees  (APB 25).  The Company  has adopted the  disclosure
requirements  of SFAS No.  148 as  disclosed  in the  Notes to our  Consolidated
Financial Statements included as Note C of this Quarterly report on Form 10-QSB.

     In November 2002, the FASB issued Interpretation No. (FIN) 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness of Others." Among other things,  the  Interpretation
requires  guarantors to recognize,  at fair value,  their  obligations  to stand
ready to perform under certain  guarantees.  FIN 45 is effective for  guarantees
issued or modified on or after January 1, 2003. The provisions of FIN 45 did not
have an effect on the Company's financial position or results of operations.

     In  January  2003,  the FASB  issued  FIN 46,  "Consolidation  of  Variable
Interest  Entities."  FIN 46's  consolidation  criteria are based on analysis of
risks and  rewards,  not  control,  and  represent  a  significant  and  complex
modification of previous accounting principles.  FIN 46 represents an accounting
change,  not a change in the  underlying  economics  of asset  sales.  FIN 46 is
effective for consolidated  financial statements issued after June 30, 2003. The
Company believes the adoption of FIN 46 will not have an effect on its financial
position or future results of operations.


                                       19

PART II.  OTHER INFORMATION

Item 6   Exhibits and reports on form 8-K

(a) Exhibit List

   Exhibit No.      Description

     99.1 Certification  of the Chief  Executive  Officer  and  Chief  Financial
          Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.

     99.2 Certification  of Chief Executive  Officer  Pursuant to Section 302 of
          the Sarbanes-Oxley Act of 2002.

     99.3 Certification  of the Chief Financial  Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002.

(b) Reports on form 8-K

There were no reports on Form 8-K filed during the period ended March 31, 2003.







                                       20


Signatures

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


                                              PHC, Inc.
                                              Registrant


Date: May 8, 2003                             /s/  Bruce A. Shear
                                                   Bruce A. Shear
                                                   President
                                                   Chief Executive Officer




Date: May 8, 2003                             /s/  Paula C. Wurts
                                                   Paula C. Wurts
                                                   Controller
                                                   Treasurer






                                       21