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 April 26, 2003
                                            --------------

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

             For the transition period from.................to..................
                  Commission file number........................................

                   Jupiter Marine International Holdings, Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               Florida                                            65-0794113
--------------------------------------------------------------------------------
     (State or other jurisdiction of                            (IRS Employer
     incorporation or organization)                          Identification No.)

                3391 S. E. 14th Avenue, Port Everglades, FL 33316
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  954-523-8985
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

         Check 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   [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
   of common equity, as of the latest practicable date: As of June 30, 2003:
   6,681,408 shares of Common Stock; 315,000 Series A Preferred Shares; 401,000
   Series B Preferred Shares; and
848,757 Series C Preferred Shares.

         Transitional Small Business Disclosure Format (check one):

         Yes  [ ]      No  [X]


<PAGE>
<TABLE>
<CAPTION>
                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                                                                                                      Page
                                                                                                      ----

<S>                                                                                                     <C>
Part I.  Financial Information                                                                          3
-------  ---------------------

Item 1.  Consolidated Financial Statements                                                              3

         Balance Sheets as of April 26, 2003 and July 27, 2002                                          3-4

         Statements of Operations for the three months and nine months
         ended April 26, 2003 and April 27, 2002                                                        5

         Statements of Cash Flows for the nine months ended April 26,
         2003 and April 27, 2002                                                                        6

         Notes to consolidated financial statements                                                     7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                                          8

Item 3.  Controls and Procedures                                                                        11

Part II. Other Information                                                                              12
-------- -----------------

Item 1.  Legal Proceedings                                                                              12

Item 2.  Changes in Securities and Use of Proceeds                                                      12

Item 3.  Defaults Upon Senior Securities                                                                12

Item 4.  Submissions of Matters to a Vote of Security Holders                                           12

Item 5.  Other Information                                                                              12

Item 6.  Exhibits and Reports on Form 8-K                                                               12
</TABLE>














                                       2
<PAGE>
PART I   FINANCIAL INFORMATION
------   ---------------------

Item 1. Consolidated Financial Statements



                   Jupiter Marine International Holdings, Inc.
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                  April 26,              July 27,
                                                                                     2003                  2002
                    Assets                                                       (unaudited)            (audited)
                                                                               ---------------       ---------------
<S>                                                                                  <C>                  <C>
Current assets:
        Cash and cash equivalents                                              $       46,715        $      139,072
        Accounts receivable, net                                                      367,781                35,760
        Inventory                                                                   1,007,546             1,016,490
        Prepaid expenses                                                               56,420                 2,209
                                                                               ---------------       ---------------

        Total current assets                                                        1,478,462             1,193,531


Property and equipment:
        Boat molds                                                                  1,545,311             1,421,802
        Machinery and equipment                                                       178,832               170,043
        Leasehold improvements                                                        251,852               249,898
        Office furniture and equipment                                                 54,277                52,514
                                                                               ---------------       ---------------
                                                                                    2,030,272             1,894,257
        Less accumulated depreciation and amortization                              1,340,065             1,064,246
                                                                               ---------------       ---------------

        Property and equipment, net                                                   690,207               830,011
                                                                               ---------------       ---------------


Deposits and other                                                                     46,229                48,194
                                                                               ---------------       ---------------


        Total assets                                                           $    2,214,898        $    2,071,736
                                                                               ===============       ===============
</TABLE>
















           See accompanying notes to consolidated financial statements

                                       3
<PAGE>
                   Jupiter Marine International Holdings, Inc.
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                  April 26,              July 27,
                    Liabilities and Stockholders' Equity                            2003                  2002
                                                                                 (unaudited)            (audited)
                                                                               ---------------       ---------------
<S>                                                                                   <C>                   <C>
Current liabilities:
        Accounts payable                                                              625,089               616,039
        Accrued expenses                                                              236,876               351,853
        Customer deposits                                                             118,504               206,355
        Warranty reserve                                                              107,739                97,997
        Capital lease obligation                                                        4,113                 4,113
        Current portion of long term debt                                             275,000               375,000
                                                                               ---------------       ---------------

        Total current liabilities                                                   1,367,321             1,651,357

Long-term liabilities:
        Accrued interest payable                                                      102,962                88,959
        Capital lease obligation                                                        4,936                 8,056
        Long-term debt shareholder                                                    350,000               350,000
                                                                               ---------------       ---------------

        Total liabilities                                                           1,825,219             2,098,372
                                                                               ---------------       ---------------

Stockholders' equity
        Convertible preferred stock, $.001 par value, 5,000,000 shares
        authorized ($1,568,277 aggregate liguidation preference)
        Series A, 315,000 shares issued and outstanding                                   315                   315
        Series B, 401,000 shares issued and outstanding                                   401                   401
        Series C, 849,000 shares issued and outstanding                                   849                   852
        Common stock, $.001 par value, 50,000,000 shares authorized
        6,682,000 and 4,341,000 issued and outstanding                                  6,682                 4,341
        Additional paid-in capital                                                  2,662,378             2,418,366
        Accumulated deficit                                                        (2,280,946)           (2,450,911)
                                                                               ---------------       ---------------

        Total stockholders' equity                                                    389,679               (26,636)


                                                                               ---------------       ---------------
        Total liabilities and stockholders' equity                             $    2,214,898        $    2,071,736
                                                                               ===============       ===============
</TABLE>
















           See accompanying notes to consolidated financial statements

                                       4
<PAGE>
                   Jupiter Marine International Holdings, Inc
                      Consolidated Statements of Operations
                                   (unaudited)
<TABLE>
<CAPTION>

                                                         Three Months Ended                    Nine Months Ended
                                                    April 26,          April 27,         April 26,          April 27,
                                                       2003              2002               2003               2002
                                                  ---------------   ----------------   ---------------    ---------------
<S>                                               <C>               <C>                <C>                <C>
Net sales                                         $    2,486,928    $     1,948,380    $    6,785,216     $    5,112,944

Cost of sales                                          1,992,234          1,656,039         5,335,540          4,303,077
                                                  ---------------   ----------------   ---------------    ---------------

    Gross profit                                         494,694            292,341         1,449,676            809,867

Operating expenses:
  Selling, general and administrative                    308,427            344,958           830,718            901,752
  Depreciation & amortization                             91,940             76,591           275,819            219,255
                                                  ---------------   ----------------   ---------------    ---------------
    Total operating expenses                             400,367            421,549         1,106,537          1,121,007

Other income/(expenses):
  Interest expense                                       (14,703)            (9,655)          (56,135)           (28,631)
  Other                                                      565                 --               453                140
                                                  ---------------   ----------------   ---------------    ---------------
      Total other income/(expense)                       (14,138)            (9,655)          (55,682)           (28,491)

     Net Income (Loss)                                    80,189           (138,863)          287,457           (339,631)

Dividends on preferred stock                             (27,111)           (25,090)          (81,333)           (83,359)
Interest in Triton stock                                                                      (36,162)

Net income (loss) applicable to
 common shareholders                              $       53,078    $      (163,953)   $      169,962     $     (422,990)
                                                  ===============   ================   ===============    ===============

Net income (loss) per common share - Basic        $         0.01    $         (0.04)   $         0.03     $        (0.02)

Weighted number of common shares outstanding           6,676,715          4,170,000         6,676,715          4,170,000
                                                  ===============   ================   ===============    ===============
</TABLE>


























           See accompanying notes to consolidated financial statements

                                       5
<PAGE>
                   Jupiter Marine International Holdings, Inc.
                      Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                       Nine Months           Nine Months
                                                                          Ended                 Ended
                                                                      April 27, 2003       April 27, 2002
                                                                      --------------     ---------------
<S>                                                                       <C>                 <C>
Operating Activities:
Net Income (loss)                                                     $     287,457      $     (339,631)
Adjustments to reconcile net income (loss) to
     net cash (used in) provided by operating activities:
     Depreciation and amortization                                          275,819             219,255
     Forgiveness of management fee due related party                         78,333
     Issuance of stock in lieu of services                                      522
     Decrease (increase) in:
         Accounts receivable                                               (332,021)            (86,490)
         Inventory                                                            8,944            (184,999)
         Prepaid expenses                                                   (54,211)             48,521
         Other assets                                                         1,965              (5,675)
     Increase (decrease) in:
         Accounts payable                                                     9,053             444,851
         Accrued expenses                                                  (114,977)             90,962
         Customer deposits                                                  (87,851)           (337,008)
         Warranty reserve                                                     9,742               2,085
         Accrued interest payable                                            14,003              26,252
                                                                      --------------     ---------------

Net cash (used in) provided by operating activities                          96,778            (121,877)
                                                                      --------------     ---------------


Investing Activities:
Purchase of property and equipment                                         (136,015)            (99,722)
                                                                      --------------     ---------------

Net cash used in investing activities                                      (136,015)            (99,722)
                                                                      --------------     ---------------

Financing Activities:
Proceeds from issuance of debt                                                                  375,000
Payments on capital lease obligations                                        (3,120)
Repayment of debt                                                          (100,000)                 --
Net proceeds from issuance of stock                                          50,000
                                                                      --------------     ---------------

Net cash provided by (used in) financing activities:                        (53,120)            375,000
                                                                      --------------     ---------------

Net increase (decrease) in cash                                             (92,357)            153,401

Cash - Beginning of the period                                              139,072              73,068
                                                                      --------------     ---------------

Cash - End of the period                                              $      46,715      $      226,469
                                                                      ==============     ===============
</TABLE>









           See accompanying notes to consolidated financial statements

                                       6

<PAGE>
                   Jupiter Marine International Holdings, Inc.
                   Notes to Consolidated Financial Statements
                                   (UNAUDITED)


Note 1. Basis of Presentation

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and 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 of normal recurring
accruals considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended April 26, 2003, are
not necessarily indicative of the results that may be expected for the year
ending July 26, 2003. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on form 10-KSB for the year ended July 27, 2002.

         In order to maintain consistency and comparability between periods
presented certain amounts have been reclassified from the previously reported
financial statements in order to conform to the financial statement presentation
of the current period.

         The consolidated financial statements include Jupiter Marine
International Holdings, Inc. and its wholly-owned subsidiaries, Jupiter Marine
International, Inc. and Phoenix Yacht Corporation. All inter-company balances
and transactions have been eliminated.






















                                       7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

General

         Jupiter Marine International Holdings, Inc (JMIH), a Florida
corporation, was incorporated on May 19, 1998. On May 26, 1998, JMIH acquired
all of the outstanding shares of common stock of Jupiter Marine International,
Inc. (JMI), a boat manufacturing company, which was incorporated under the laws
of the State of Florida on November 7, 1997. On February 17, 2000 JMIH purchased
certain of the assets of Phoenix Marine International, Inc. consisting of some
molds for inboard powered sportfishing boats. JMIH formed a new wholly owned
subsidiary, Phoenix Yacht Corporation (Phoenix) to hold these assets. JMIH, JMI
and Phoenix will sometimes be collectively referred to as the "Company". The
Company's principal offices and manufacturing facilities are located in Port
Everglades, Florida. The Company's Web site address is www.jupitermarine.com.

         The Company designs, manufactures and markets a diverse mix of high
quality sportfishing boats under the Jupiter brand name. The outboard product
line currently consists of four outboard center console models:

         31' Open Center Console
         31' Cuddy Cabin
         27' Open Center Console
         27' Center Console-berth model

         The inboard models include a completely redesigned Flybridge
Convertible as well as a 38' Flybridge Convertible. These models were initially
marketed under the Phoenix name. However, effective February 2002 the Company
markets its products only under the Jupiter name.

         Management's discussion and analysis contains various "forward-looking
statements" within the meaning of the Securities and Exchange Act of 1934. Such
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology such as "may,"
"expect," "anticipate," "estimate" or "continue" or use of negative or other
variations or comparable terminology.

         The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.









                                       8
<PAGE>
Net Sales

         The Company's net sales increased by $538,548 (or 27.6%) to $2,486,928
for the three month period ended April 26, 2003 as compared to $1,948,380 for
the three month period ended April 27, 2002. For the nine months ended April 26,
2003 sales were $6,785,216 compared to $5,112,944 for same period of last fiscal
year, an increase of $1,672,272 (or 32.7%). Demand for our products has
continued to increase as our reputation for building high quality very seaworthy
boats has grown. Additionally, we made significant improvements to our existing
models which we believe make them even more attractive to the end user. Very
favorable boating magazine articles written about our products have also
enhanced our reputation and have contributed to increased sales.

         Sales of the new 31' Cuddy Cabin, introduced during February 2003, have
exceeded management expectations. A new 31' Forward Seating model was introduced
in May 2003 and a new 27' Forward Seating model was introduced in July 2003.
Management feels that these new models as well as our on-going commitment to
quality will enable us to reach an entirely new segment of the boating market.

Cost of Sales and Gross Profit

         Cost of sales for the three month period ended April 26, 2003 was
$1,992,234 resulting in $494,694 of gross profit or 19.9% of net sales. For the
three month period ended April 27, 2002 cost of sales was $1,656,039 and gross
profit was $292,341 or 15.0% of net sales. During the three month period ended
April 27, 2002 extra sales discounts were given and manufacturing was operating
inefficiently because of sporadic orders. For the nine months ended April 26,
2003 gross profit was $1,449,676 or 21.4% of net sales. For the same nine months
of last year gross profit was $809,867 or 15.8% of net sales. The increase in
gross profit percentage for the third quarter compared to the percentage for the
year to date is attributable to improved operating efficiencies and increased
orders.

Selling, General and Administrative Expenses

         Selling, general and administrative expenses were $308,427, or 12.4% of
net sales, for the three months ended April 26, 2003 as compared to $344,958, or
17.7% of net sales, for the three months ended April 27, 2002, a decrease of
$36,531 (10.6%). For the nine months ended April 26, 2003 operating expenses
were $830,718, or 12.2% of net sales. For the same nine months of last year
operating expenses were $901,752, 17.6% of net sales, a decrease of $72,879
(8.1%). Expenditures have been kept to budgetary limits and no new employees
were added though the third quarter of fiscal year 2003.

         Interest expense increased during the three months ended April 26, 2003
and for the nine months ended April 26, 2003, as compared to last year because
of interest on new borrowings.






                                       9
<PAGE>
Liquidity and Capital Resources

         The Company, from its inception, has experienced poor cash flow and met
its cash requirements by borrowings and by issuing, through private placements,
its common and preferred stock. The Company anticipates that funds received from
these sources and cash generated from operations should be sufficient to satisfy
the Company's contemplated cash requirements for at least the next twelve
months. After such time, the Company anticipates that cash generated from
operations will be sufficient to fund its operations, although there can be no
assurances that this will be the case.

         During November 2001 the Company negotiated a $250,000 revolving line
of credit with a financial institution which expired November 2002. The line of
credit was subsequently extended through November 2003 and increased to
$500,000. The note on the line of credit bears interest at the financial
institution's index rate plus 2%. The note is collateralized by all of the
Company's assets and is personally guaranteed by Carl Herndon.

         Accounts receivable was up significantly at April 26, 2003 because four
boats delivered at the end of the quarter were not paid until the first week of
the following month. Expenditures for property and equipment were $136,015,
primarily for new molds. In order to sustain our sales growth the Company will
be spending more on new molds in the future. Prepaid expenses increased as
compared to July 27, 2002 because of the timing of boat show related
expenditures. Customer deposits decreased because deposits were not required on
the boats that were on order. Accrued expenses decreased by $114,977 primarily
due to the forgiveness of management fees as more fully discussed below.

         During November 2002, five employees, including two executives,
exercised their options to purchase 500,000 shares of the Company's stock at
$.10 per share.

         On November 21, 2002, the Company's President and the Company's Chief
Financial Officer purchased a note payable by the Company to Triton Holdings
International Corp. (Triton) in the amount of $350,000, plus accrued interest.
Pursuant to the term of the note, the Company's President and Chief Financial
Officer were issued an aggregate of 1,808,098 shares, valued at a fair value of
$36,162, of the Company's common stock which would have otherwise been issued to
Triton and 500,000 shares of the Company's common stock held by Triton. The term
of the note was extended to February 14, 2004. These executives also assumed the
Management Agreement with Triton and subsequently cancelled the Agreement and
forgave $78,333 of accrued fees.

           The number and level of employees at April 26, 2003 should be
adequate to fulfill the production schedule.








                                       10
<PAGE>
Item 3.  Controls and Procedures

Evaluation of disclosure controls and procedures
------------------------------------------------

         Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation of the
Company's Principal Executive Officer and Principal Accounting Officer. Based
upon that evaluation, they concluded that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to satisfy the Company's disclosure obligations under the Exchange Act.

Changes in internal controls
----------------------------

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect those controls since the most
recent evaluation of such controls.






























                                       11
<PAGE>
PART II OTHER INFORMATION
------- -----------------

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         Exhibits required by Item 601 of Requlation S-B

         The following exhibits are filed as part of this report:

         (a) Exhibits:

             16.1     Letter from former Auditor (previously filed on Form 8-K
                      dated August 14, 2002)

             99.1     Certification of Principal Executive Officer

             99.2     Certification of Principal Accounting Officer

         (b) Reports on Form 8-K

             None.















                                       12
<PAGE>
                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                  JUPITER MARINE INTERNATIONAL HOLDINGS, INC.


Date: July 17, 2003               By: /s/Carl Herndon
                                      -----------------------------------------
                                      Carl Herndon, Director, Chief Executive
                                      Officer (Principal Executive Officer) and
                                      President


Date: July 17, 2003               By: /s/Lawrence Tierney
                                      -----------------------------------------
                                      Lawrence Tierney, Director, Chief
                                      Financial Officer (Principal Accounting
                                      Officer)































                                       13


<PAGE>
                                 Certifications

I, CARL HERNDON, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of JUPITER
MARINE INTERNATIONAL HOLDINGS, 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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) [and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))] for the
registrant and have:

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

         b)       designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         c)       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

         d)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the evaluation date.

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):



                                       14
<PAGE>
         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.

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 17, 2003


/S/ CARL HERNDON
----------------
CARL HERNDON
Chief Executive Officer (or equivalent)






























                                       15
<PAGE>
I, LAWRENCE TIERNEY, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of JUPITER
MARINE INTERNATIONAL HOLDINGS, 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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) [and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))] for the
registrant and have:

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

         b)       designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         c)       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

         d)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the evaluation date.

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):



                                       16
<PAGE>
         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.

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 17, 2003


/S/LAWRENCE TIERNEY
-------------------
LAWRENCE TIERNEY
Chief Financial Officer (or equivalent)






























                                       17