SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                                Date of Report:


                                January 31, 2003


                            Avatech Solutions, Inc.
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


       001-31265                                          84-1035353
       ---------                                         ------------
(Commission File Number)                         IRS Employer Identification No.


1403 Cronhill Drive, Suite A, Owings Mills, Maryland        21117
- -----------------------------------------------------       -----
      (Address of Principal Executive Offices             (Zip Code)


                                 (410) 902-6900
                                 --------------
                         (Registrant's telephone number)





Item 5.   Other Events.
          ------------

          Registrant  issued a press release  announcing the filing of a Current
Report on Form 8-K containing  unaudited  financial  information as of September
30, 2002  reflecting its merger with  PlanetCAD,  Inc.,  and announcing  certain
strategic  initiatives.  Reference  is made to the press  release  issued by the
Registrant on January 31, 2003, the text of which is attached  hereto as Exhibit
99.2.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits: The following exhibits are filed as part of this Current Report:

     99.2 Press Release dated January 31, 2003.

                                   SIGNATURES

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

Date:      January 31, 2003            Avatech Solutions, Inc.

                                       By:     /s/ A. Gary Rever
                                          --------------------------------------
                                          A. Gary Rever
                                          Chief Financial Officer and Principal
                                          Accounting Officer






                                                                    Exhibit 99.2

                                          Contact:  Melody Craigmyle
                                          Tel:  (410) 581-8080
                                          MCraigmyle@avatechsolutions.com

11400-A Cronridge Dr. Owings Mills, MD 21117
FOR IMMEDIATE RELEASE
- --------------------------------------------------------------------------------

             Avatech Solutions Issues Proforma Financial Information
                       Following Its Merger With PlanetCAD


January 31, 2003 - OWINGS MILLS,  MD - Avatech  Solutions  (OTCBB:  AVSO.OB),  a
leading provider of design  automation and quality  assurance  solutions for the
manufacturing,  building design, civil engineering and GIS markets,  today filed
with the  Securities and Exchange  Commission  its Form 8-K containing  proforma
financial statements  (unaudited)  reflecting combined information following the
recent completion of its merger with PlanetCAD Inc. Included in the filing are a
combined  condensed  balance  sheet and  statement  of  operations  covering the
quarter ended  September  30, 2002 and a statement of operations  for the fiscal
year ended June 30,  2002,  the most recent  applicable  periods for  regulatory
reporting under SEC rules.

For the fiscal year ended June 30, 2002,  the company  reported total revenue of
$31.6  million on a combined  proforma  basis,  resulting  in a net loss of $7.8
million or $2.63 per common  share.  For the three  months ended  September  30,
2002, total revenue amounted to $6.2 million on a proforma basis, resulting in a
net loss of $0.2 million or $.08 per share.

"Since our completed  merger with  PlanetCAD Inc. less than three months ago, we
are  satisfied  with the  progress  we have made in  combining  both  companies'
operations  and  in  the  creation  of  new  revenue  opportunities,  but we are
certainly not yet at a stage where we are able to report the real  synergies and
financial  benefits of the  combination,"  said Donald R. "Scotty" Walsh, CEO of
the company, who was appointed to that role December 4, 2002. Walsh is a 38-year
veteran  in  the  high  technology  sector  who  will  be  responsible  for  the
accelerated  development of Avatech Solutions through  implementing new business
strategies and practices.  "We have embarked on a revised  business  strategy to



increase revenue and profitability  through investments in people,  products and
geography,  which we expect to  elaborate in further  announcements  in the near
future," said Walsh.


About Avatech Solutions

Avatech  Solutions,  Inc.  (OTCBB:  AVSO.OB)  is a  leading  provider  of design
automation  and quality  assurance  solutions  for the  manufacturing,  building
design,  civil  engineering  and GIS  markets.  Headquartered  in Owings  Mills,
Maryland,  the company specializes in software  development,  technical support,
training and consulting aimed at improving design and documentation efficiencies
and the seamless integration of workflow processes.

Avatech is one the largest  integrators  of Autodesk  software  worldwide  and a
leading provider of engineering  document management  solutions.  The company is
the developer of the award-winning  PrescientQA(TM)  quality assurance  software
and cycle time reduction products for the manufacturing supply chain.

Avatech  serves 20,000  clients  worldwide  including the industry  leaders from
Fortune  1000  and   Engineering   News  Record's  Top  500   companies.   Visit
www.avatechsolutions.com for more information.

This press release contains  forward-looking  statements about the expectations,
beliefs, plans, intentions and strategies of Avatech Solutions, Inc. There are a
number of important factors that could cause actual results to differ materially
from those  anticipated  by any  forward-looking  information.  A description of
risks and uncertainties attendant to Avatech and its industry, and other factors
that could  affect  Avatech's  financial  results,  are  included  in  Avatech's
Securities and Exchange Commission filings,  including,  but not limited to, the
annual report on Form 10-KSB for the year ended  December 31, 2001 of PlanetCAD,
Inc. (now Avatech  Solutions,  Inc.),  quarterly  reports on Form 10-QSB for the
quarters ended March 31 and September 30, 2002,  the Proxy  Statement/Prospectus
included  in  PlanetCAD's  registration  statement  on Form S-4  relating to the
PlanetCAD-Avatech  merger,  and the current  report on Form 8-K dated filed with
the  Securities  and  Exchange  Commission  on January 31, 2003.  Investors  and
shareholders may obtain a free copy of the documents filed by Avatech Solutions,
Inc.  with the  Commission  at the  Commission's  web site at  www.sec.gov.  The
documents  also may be  obtained  for free by  directing  a  request  to  Melody
Craigmyle,  Director  of  Corporate  Communications  at  410-581-8080  or  email
investors@avatechsolutions.com