SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For Quarter Ended September 30, 2002
                                       OR

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

                        For the transition period from to

                         Commission file number: 0-13181

                          CAPITAL BEVERAGE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                          13-3878747
     (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)            Identification No.)

            700 Columbia Street, Erie Basin, Brooklyn, New York       11231
               (Address of Principal Executive Office)             (Zip Code)

                                 (718) 488-8500
               (Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes    X                        No
                              -----------                    -----------

The number of shares of registrant's Common Stock, $.001 par value,  outstanding
as of November 14, 2002 was 3,178,409 shares.


<PAGE>


                          CAPITAL BEVERAGE CORPORATION
                                   FORM 10-QSB
                               September 30, 2002

                                      INDEX
                                                                           PAGE
                                                                          NUMBER
                                                                         -------
PART I.      FINANCIAL INFORMATION


Item 1.      Consolidated Financial Statements (Unaudited)

              Balance Sheet as of September 30, 2002                        F-2

              Statement of Operations for the nine-months and
               three months ended September 30, 2002 and 2001               F-3

              Statement of Cash Flows for the nine-months
               ended September 30, 2002 and 2001                            F-4

             Notes to Financial Statements                                  F-5

Item 2.      Management's Discussion and Analysis or Plan of Operations     1-3

Item 3.      Controls and Procedures                                         3

PART II.     OTHER INFORMATION

Item 6.      Exhibits and reports on Form 8-K                                4

Signatures                                                                   5

Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002     6-7


<PAGE>

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)

                               September 30, 2002


                                     ASSETS

CURRENT ASSETS:
     Cash                                                   $            49,592
     Accounts receivable -
      net of allowance for doubtful accounts of $127,580                516,996
     Inventories                                                      2,965,992
     Prepaid expenses and other current assets                           27,276
                                                              ------------------
         TOTAL CURRENT ASSETS                                         3,559,857

PROPERTY AND EQUIPMENT                                                  255,222

DISTRIBUTION LICENSE                                                  4,358,462

OTHER ASSETS                                                            118,017
                                                              ------------------
                                                            $         8,291,558
                                                              ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Cash overdraft                                         $           505,876
     Accounts payable                                                 2,586,878
     Accrued expenses and taxes                                          91,021
     Current portion of long-term debt                                2,976,431
     Accrued dividends on preferred stock                                75,000
                                                              ------------------
         TOTAL CURRENT LIABILITIES                                    6,235,206
                                                              ------------------

CAPITAL LEASE OBLIGATIONS                                               171,990

LONG-TERM DEBT                                                        1,360,718

STOCKHOLDERS' EQUITY:
     Preferred stock, no shares issued and outstanding                     -
     Common stock, $ .001 par value;
      authorized 20,000,000 shares;
      issued and outstanding 3,178,409 shares                             3,179
     Additional paid-in capital                                       5,747,773
     Accumulated deficit                                             (5,227,308)
                                                              ------------------
         TOTAL STOCKHOLDERS' EQUITY                                     523,644
                                                              ------------------
                                                            $         8,291,558
                                                              ==================




     The accompanying notes are an integral part of the financial statements

                                       F-2
<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                     Three Months Ended September 30,            Nine Months Ended September 30,
                                                 ---------------------------------------   -----------------------------------------
                                                        2002                 2001                   2002                  2001
                                                 ----------------   --------------------   --------------------     ----------------
                                                      (Unaudited)        (Unaudited)             (Unaudited)          (Unaudited)


<S>                                            <C>                <C>                    <C>                      <C>
SALES                                          $       7,998,358  $           7,717,846  $           21,920,983   $     13,610,445

COST OF GOODS SOLD                                     5,908,118              5,738,187              16,487,530         10,271,903
                                                 ----------------   --------------------   ---------------------    ---------------

GROSS PROFIT                                           2,090,240              1,979,659               5,433,453          3,338,542
                                                 ----------------   --------------------   ---------------------    ---------------

OPERATING EXPENSES
     Selling and delivery                                387,009                512,049               1,049,923            966,911
     General and administrative                        1,468,786              1,620,755               4,908,400          3,010,917
                                                 ----------------   --------------------   ---------------------    ---------------
                                                       1,855,795              2,132,804               5,958,323          3,977,828
                                                 ----------------   --------------------   ---------------------    ---------------

INCOME (LOSS) FROM OPERATIONS                            234,445               (153,145)               (524,870)          (639,286)

INTEREST EXPENSE                                        (116,717)              (149,616)               (367,929)          (198,526)

INTEREST INCOME                                             -                      -                      2,302                130

CUMULATIVE EFFECT OF CHANGE IN
     ACCOUNTING PRINCIPLE                                   -                      -                   (860,000)              -
                                                 ----------------   --------------------   ---------------------    ---------------

NET INCOME (LOSS)                             $          117,728  $            (302,761) $           (1,750,497)  $       (837,682)
                                                 ================   ====================   =====================    ===============

INCOME (LOSS) PER  COMMON SHARE
 - BASIC AND DILUTED:
   NET INCOME (LOSS) BEFORE CUMULATIVE
    EFFECT  OF CHANGE IN ACCOUNTING
    PRINCIPLE                                 $           0.04    $               (0.10) $                (0.28)  $          (0.29)
   CUMULATIVE EFFECT OF CHANGE IN
    ACCOUNTING PRINCIPLE                                   -                        -                     (0.27)                 -
                                                  ----------------   --------------------   ---------------------    --------------
   NET INCOME (LOSS)                          $           0.04    $               (0.10) $                (0.55)  $          (0.29)
                                                  ================   ====================   =====================    ==============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES               3,178,409              3,178,409               3,178,409          2,874,380
                                                  ================   ====================   =====================    ==============


</TABLE>









    The accompanying notes are an integral part of the financial statements.

                                       F-3
<PAGE>

                   CAPITAL BEVERAGE CORPORATION AND SUBSIDIARY

                     d/b/a DIVERSIFIED DISTRIBUTORS NETWORK

                            STATEMENTS OF CASH FLOWS


                                             Nine Months Ended September 30,
                                         ---------------------------------------
                                               2002                 2001
                                         ------------------   ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                              $        (1,750,497) $          (837,682)
                                         ------------------   ------------------
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation and amortization                    76,764              233,914
   Bad Debts                                         -                    -
   Change in accounting principle                  860,000                    -

 Changes in assets and liabilities:
  Accounts receivable                             (135,806)              (1,069)
  Inventories                                   (1,051,100)             984,955
  Prepaid expenses                                 (18,025)               7,826
  Deferred expenses                                      -               10,284
  Other assets                                      27,030               (3,574)
  Accounts payable and accrued expenses            239,929           (1,247,336)
  Cash overdraft                                   505,876              537,796
  Deposits payable                                  15,000
                                         ------------------   ------------------
   Total adjustments                               504,668              537,796
                                         ------------------   ------------------

NET CASH USED IN OPERATING ACTIVITIES           (1,245,829)            (299,886)
                                         ------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                             (45,161)                   -
                                         ------------------   ------------------
NET CASH USED IN INVESTING ACTIVITIES             (45,161)                   -
                                         ------------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments of capital lease
  obligations                                      (37,420)             (29,294)
 Due to officer                                    (19,148)                   -
 Payments of long-term debt                       (689,275)                   -
 Payment of dividends                              (50,000)                   -
 Payment of accrued dividends on
  preferred stock                                        -              (50,000)
 Increase in (payment of) notes payable           (136,361)             196,744
                                         ------------------   ------------------
NET CASH (USED IN) PROVIDED BY
 FINANCING ACTIVITIES                             (932,204)             117,450
                                         ------------------   ------------------

NET DECREASE IN CASH                            (2,223,194)            (182,436)

CASH - BEGINNING OF PERIOD                       2,272,786              191,342
                                         ------------------   ------------------
CASH - END OF PERIOD                   $            49,592  $             8,906
                                         ==================   ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  Cash paid for interest               $           367,129  $           198,526
                                         ==================   ==================


     The accompanying notes are an integral part of the financial statements

                                       F-4


<PAGE>

                          CAPITAL BEVERAGE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2002

                                   (Unaudited)

1.       BASIS OF PRESENTATION

                  The accompanying financial statements reflect all adjustments
         which, in the opinion of management, are necessary for a fair
         presentation of the financial position and the results of operations
         for the interim periods presented.

                  Certain financial information which is normally included in
         financial statements is prepared in accordance with generally accepted
         accounting principles, but which is not required for interim reporting
         purposes has been condensed or omitted. The accompanying financial
         statements should be read in conjunction with the financial statements
         and notes thereto contained in the Company's Annual Report on Form
         10-KSB.

2.       DISTRIBUTION LICENSE

                  Effective January 1, 2002, the Company adopted SFAS Nos. 141
         and 142. SFAS 142 eliminates amortization of goodwill and certain other
         intangible assets, but requires annual testing for impairment
         (comparison of fair market value to carrying value). Fair value is
         estimated using the present value of expected future cash flows and
         other measures. The Company used a discount rate of 6%. The
         transitional impairment test for the distribution rights resulted in an
         non-cash charge of $860,000 in the first quarter of 2002 which was
         recorded as a cumulative effect of change in accounting principle.
         Pursuant to SFAS 142 an impairment test was performed during the first
         quarter of 2002. The impairment test concludes that the Company will
         recover the full amount of the distribution license over 20 years based
         on forecasts which begin with actual sales as of April 30, 2002 which
         increase 5% annually thereafter for increased sales and inflation.

                  The Company acquired these exclusive rights to distribute
         within the five boroughs of New York City as part of the agreement with
         Prospect in May 2001. The rights consist of the Pabst brands which make
         up approximately 58% of sales and include brand names such as Colt 45,
         Champale and Old Milwaukee. The Pittsburgh brands make up approximately
         16% of sales and include brand names such as Nighflight, Mustang Lager
         and Primetime. Other brands make up 26% of sales and consist mostly of
         Hansens Energy Drinks. The Company determined that these rights have an
         indefinite life because the terms of the agreements are indefinite.
         Furthermore, the franchise law of New York State, states that any
         terminated distributor is entitled to get "fair market value" for the
         brand distribution rights.

                                      F-5
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

          The  following  discussion  and analysis  provides  information  which
     management  believes is relevant to an assessment and  understanding of the
     Company's  results of operations and financial  condition.  This discussion
     should  be read in  conjunction  with the  financial  statements  and notes
     thereto appearing elsewhere herein.

          Statements  in this Form 1O-QSB that are not  statements of historical
     or current fact constitute "forward-looking  statements" within the meaning
     of  the   Private   Securities   Litigation   Reform  Act  of  1995.   Such
     forward-looking  statements involve known and unknown risks,  uncertainties
     and other  unknown  factors  that  could  cause the  actual  results of the
     Company to be materially  different from the historical results or from any
     future results expressed or implied by such forward-looking  statements. In
     addition  to   statements   that   explicitly   describe   such  risks  and
     uncertainties,  readers are urged to consider  statements  labeled with the
     terms "believes," "belief," "expects," "intends,"  "anticipates" or "plans"
     to  be  uncertain  and  forward-looking.   The  forward-looking  statements
     contained   herein  are  also   subject   generally   to  other  risks  and
     uncertainties that are described from time to time in the Company's reports
     and  registration   statements  filed  with  the  Securities  and  Exchange
     Commission.

     Critical Accounting Policies

          A summary of significant  accounting policies is included in Note 2 to
     the audited  consolidated  financial  statements  included in the Company's
     annual  report  on Form  10-KSB  for the  year  ended  December  31,  2001.
     Management believes the application of these policies on a consistent basis
     enables the Company to provide  reliable and useful  information  about the
     Company's operating results and financial conditions.

     Results of Operations

          Net  sales  for  the  nine  months  ended   September  30,  2002  were
     $21,920,983,   reflecting  an  increase  of  $8,310,538  or  61%  from  the
     $13,610,445 of net sales for the nine months ended  September 30, 2001. The
     increase in the nine months ended  September  30, 2002  resulted  primarily
     from the acquisition of Prospect Beverages Inc. in June 2001.

          Cost of sales was  $16,487,530  or 76% of net sales for the nine month
     period in 2002,  which remained  consistent  with the $10,271,903 or 76% of
     net sales for the nine month period ended in 2001.

          Selling, general and administrative expenses for the nine-month period
     ended  September 30, 2002 were $5,958,323 as compared to $3,977,828 for the
     respective 2001 period. The increase in the nine months ended September 30,
     2002 was due primarily to the costs incurred in the acquisition of Prospect
     Beverages,  Inc. as well as  increases in costs to deliver the higher sales
     volume.  However,  selling,  general and  administrative  expenses  for the
     three-month  period ended September 30, 2002 were $1,855,795 as compared to
     $2,132,804 for the respective 2001 period. The decrease in the three months
     ended  September  30,  2002,  was due  primarily to new  directions  set by
     management in finding new ways to cut and lower expenses,  such as lowering
     all management  salaries,  reducing personnel in both sales and warehousing
     departments and reducing our long term leases on delivery vehicles.

                                       1
<PAGE>

          Interest  expense for the nine-month  period ended  September 30, 2002
     was $367,929 as compared to $198,526 for the  respective  2001 period.  The
     increase  in the  nine-month  period  ended  September  30,  2002  was  due
     primarily  to  interest  paid  on the  Hudson  United  line of  credit  and
     additional leases acquired with the acquisition in June 2001.

          Interest income for the nine month period ended September 30, 2002 was
     $2,302 as compared to $130 for the respective 2001 period.  The increase in
     the nine month period resulted from the interest earned on the escrow funds
     relating to the sale of Miller rights.

     Liquidity and Capital Resources

          Cash used in operations  for the nine months ended  September 30, 2002
     was $1,245,829. The increase in inventories of $1,051,100 was due to higher
     purchases  of  inventory  caused by the  additional  products  added to our
     product line due to the acquisition.

          Working  capital  decreased from  ($1,037,327) at December 31, 2001 to
     ($2,675,349) at September 30, 2002 due to the operating loss of the Company
     for the nine months ended.

          At September 30, 2002, the Company's primary sources of liquidity were
     $49,592  in  cash,  $516,996  in  accounts  receivable  and  $2,965,992  in
     inventories.

     Recent Accounting Pronouncements

          In April  2002,  the FASB issued  SFAS No.  145,  "Rescission  of FASB
     Statements  No. 4, 44,  and 64,  Amendment  of FASB  Statement  No. 13, and
     Technical Corrections as of April 2002." This standard rescinds SFAS No. 4,
     "Reporting Gains and Losses from  Extinguishment of Debt," and an amendment
     of that Statement,  SFAS No. 64,  "Extinguishments  of Debt Made to Satisfy
     Sinking-Fund  Requirements" and excludes  extraordinary  item treatment for
     gains and losses  associated  with the  extinguishment  of debt that do not
     meet the APB  Opinion  No. 30,  "Reporting  the  Results of  Operations  --
     Reporting  the  Effects  of  Disposal  of  a  Segment  of a  Business,  and
     Extraordinary,  Unusual and Infrequently Occurring Events and Transactions"
     ("APB 30") criteria.  Any gain or loss on  extinguishment  of debt that was
     classified as an  extraordinary  item in prior periods  presented that does
     not meet the criteria in APB 30 for classification as an extraordinary item
     shall be  reclassified.  SFAS No. 145 also amends SFAS No. 13,  "Accounting
     for Leases," as well as other existing authoritative pronouncements to make
     various  technical   corrections,   clarify  meanings,  or  describe  their
     applicability  under changed  conditions.  The Company is required to adopt
     SFAS No. 145  effective  January  1, 2003 and does not expect  that it will
     have a material impact on its financial condition or results of operations.

                                       2
<PAGE>

          In June 2002,  the FASB  issued SFAS No.  146,  "Accounting  for Costs
     Associated  with Exit or  Disposal  Activities."  This  standard  addresses
     financial  accounting  and  reporting  for  costs  associated  with exit or
     disposal activities and replaces 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)"  ("EITF 94-3").  SFAS No. 146 requires that a liability for
     costs  associated with an exit or disposal  activity be recognized when the
     liability is  incurred.  Under EITF 94-3,  a liability  for exit costs,  as
     defined in EITF 94-3, was recognized at the date of an entity's  commitment
     to an exit plan.  The  provisions of SFAS No. 146 are effective for exit or
     disposal  activities  that are initiated by the Company after  December 31,
     2002.

ITEM 3. CONTROLS AND PROCEDURES

          Within  the 90 days  prior to the  date of this  report,  the  Company
     carried out an evaluation, under the supervision and with the participation
     of the Company's  management,  including the Company's  President and Chief
     Executive  Officer and Treasurer,  of the  effectiveness  of the design and
     operation of the Company's controls and procedures,  as defined in Exchange
     Act  Rules  13a-14(c)  and  15d-14(c).  Based  upon  that  evaluation,  the
     Company's  President and Chief Executive  Officer and Treasurer,  concluded
     that the  Company's  disclosure  controls and  procedures  are effective in
     enabling the Company to record,  process,  summarize and report information
     required to be included in the  Company's  periodic SEC filings  within the
     required time period.

          There  have been no  significant  changes  in the  Company's  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls subsequent to the date the Company carried out its evaluation.

                                       3
<PAGE>

PART II - OTHER INFORMATION


Item 1.      LEGAL PROCEEDINGS

                   Not applicable

Item 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS

                   Not applicable

Item 3.      DEFAULTS UPON SENIOR SECURITIES

                   Not applicable

Item 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                   Not applicable

Item 5.      OTHER INFORMATION

                   Not applicable

Item 6.      EXHIBITS AND REPORTS ON FORM 8-K

                   (a)  Exhibits:

                         99.1 Certification of President and CEO
                         99.2 Certification of Treasurer

                        Number      Description

                        (a)         Reports on Form 8-K

                        Form 8-K was filed on September 19, 2002 pertaining to
                        the Changes in Registrant's Certifying Accountant under
                        Item 4.

                                       4
<PAGE>

                                   SIGNATURES


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

                                  CAPITAL BEVERAGE CORPORATION



Date: November 14, 2002        /s/Carmine N. Stella, President and
                                  Chief Executive Officer,
                                  as  Registrant's duly authorized officer


                              /s/Carol Russell,
                                 Secretary and Treasurer


                                       5
<PAGE>

                                  CERTIFICATION
            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Carmine N. Stella, certify that:

1.         I have reviewed this quarterly report on Form 10-QSB of Capital
           Beverage Corporation;

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 officer and I (herein the
           "Certifying Officers") are responsible for establishing and
           maintaining disclosure controls and procedures (as defined in
           Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

              a)      designed such internal controls to ensure that material
                      information relating to the registrant, including its
                      consolidated subsidiaries (collectively the "Company"), is
                      made known to the Certifying Officers by others within the
                      Company, particularly during the period in which this
                      quarterly report is being prepared;

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

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

5.         The registrant's Certifying Officers have disclosed, based on our
           most recent evaluation, to the registrant's auditors and the audit
           committee of the registrant's board of directors:

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

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

6.         The registrant's Certifying Officers 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: November 14, 2002

/s/ Carmine N. Stella
    -------------------------------------
    Carmine N. Stella
    President and Chief Executive Officer


                                       6
<PAGE>

                                  CERTIFICATION
            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Carol Russell, certify that:

1.         I have reviewed this quarterly report on Form 10-QSB of Capital
           Beverage Corporation;

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 officer and I (herein the
           "Certifying Officers") are responsible for establishing and
           maintaining disclosure controls and procedures (as defined in
           Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

              a)      designed such internal controls to ensure that material
                      information relating to the registrant, including its
                      consolidated subsidiaries (collectively the "Company"), is
                      made known to the Certifying Officers by others within the
                      Company, particularly during the period in which this
                      quarterly report is being prepared;

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

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

5.         The registrant's Certifying Officers have disclosed, based on our
           most recent evaluation, to the registrant's auditors and the audit
           committee of the registrant's board of directors:

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

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

6.         The registrant's Certifying Officers 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: November 14, 2002

/s/ Carol Russel
------------------
    Carol Russell
    Treasurer

                                       7