U.S. Securities and Exchange Commission
                                Washington, D.C. 20549

                                    FORM 10-QSB

(Mark One)
 ___X__	  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended September 30, 2002

 ______  TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
              For the transition period from ________ to ________

                        Commission File Number: 0-6088

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

               Colorado                               84-050374
(State of other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

               8100 SouthPark Way, B-2, Littleton, Colorado         80120
                 (Address of principal executive offices)         (Zip Code)

                               (303)734-1727
                        (Issuer's telephone number)

                               Not Applicable
(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:

  Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 33,131,749 Shares of Common
Stock, one cent par value outstanding as of November 8, 2002.

Transitional Small Business Disclosure Format: Yes______ ; No __X_

<PAGE>

PART I
Item 1.	FINANCIAL STATEMENTS

                     Earth Sciences, Inc. and Subsidiaries
                        Consolidated Balance Sheet
                             September 30, 2002


                                                                UNAUDITED
			ASSETS
                                                       (amounts in thousands)
CURRENT ASSETS:
  Cash, and cash equivalents                                     $   232
  Trade receivables, net of allowance for doubtful
   accounts of $5 	                                             641
  Inventories                                                        353
  Prepaid expenses and other        	                           173
                                                                    ----
      Total current assets	                                     1,399

PROPERTY, PLANT AND EQUIPMENT, at cost	                         1,346
    Less accumulated depreciation and amortization                  (738)
                                                                   ------
          Net property and equipment        	                     608

INTANGIBLE ASSETS, net of $1,572 in amortization                   2,100
OTHER ASSETS                                                         403
                                                                  ------
TOTAL ASSETS       	                                         $ 4,510
	                         	                              ======

           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Account payable	                                               $   221
  Notes payable:
     Related party                                                   200
     Other	                                                          23
  Accrued expenses                                                   169
  Other current liabilities                                          534
                                                                   -----
	Total current liabilities                                    1,147

LONG-TERM LIABILITIES:
  Notes to related parties                                           950
  Other liabilities	                                           1,190
                                                                   -----
	                                                             2,140
STOCKHOLDERS' EQUITY:
  Common stock $.01 par value                                        330
  Additional paid-in capital                                      28,650
  Foreign currency translation adjustment 	                  (1,837)
  Accumulated deficit	                                         (25,920)
                                                                  ------
	Total stockholders' equity                                   1,223
                                                                  ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	                 $ 4,510
                                                                  ======

See accompanying notes.

                                          1
<PAGE>

                       Earth Sciences, Inc. and Subsidiaries
                     Consolidated Statements of Operations
                Three and Nine Months Ended September 30, 2002 and 2001

			                              UNAUDITED
                                                  2002                 2001
                        (amounts in thousands, except per share amounts)
	                                     3 Mos.   9 Mos.    3 Mos.   9 Mos.
REVENUES:
     Chemical sales, consulting and other	 $  715    1,982       875    2,141
     Government contracts                     731    1,922       852    2,109
                                            -----    -----     -----    -----
        Total revenues                      1,446    3,904     1,727    4,250

COST AND EXPENSES:
    Operating                                 678    1,858     1,082    2,422
    General and administrative                668    1,651       538    1,487
    Research & development                     14       67         9       40
    Depreciation and amortization              29       87       229      700
                                            -----    -----     -----    -----
             Total expenses                 1,389    3,663     1,858    4,649
                                            -----    -----     -----    -----
OPERATING INCOME (LOSS)                        57      241      (131)    (399)
OTHER INCOME (EXPENSE):
    Interest expense                          (39)    (131)      (63)    (171)
    Other, net                                 24       29         5        7
                                            -----    -----     -----    -----
     Total other income (expense)             (15)    (102)      (58)    (164)
                                            -----    -----     -----    -----
NET INCOME (LOSS)                          $   42      139      (189)    (563)
                                           ======   ======    ======   ======
NET INCOME (LOSS) PER COMMON Share (Basic
 and Diluted):                              $ .00      .00      (.01)    (.01)
                                             ====     ====      ====     ====
WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING (000's):                      32,990   32,867    32,598   32,384
                                           ======   ======    ======   ======
---------------------------------------------------------------------------
                  Earth Sciences, Inc. and Subsidiaries
              Consolidated Statements of Accumulated Deficit
                 Nine Months Ended September 30, 2002 and 2001
                                            UNAUDITED
     	                                  2002          2001
                                      (amounts in thousands)

Accumulated deficit as of January 1 $ (26,059)      (23,138)
Net loss for the period	                  139          (563)
                      		       --------      --------
Accumulated deficit as of June 30   $ (26,920)      (23,701)
			                     ======	     ======


See accompanying notes.

<PAGE>                                     3

                   Earth Sciences, Inc. and Subsidiaries
                   Consolidated Statements of Cash Flows
              For the Nine Months Ended June 30, 2002 and 2001

                                                                UNAUDITED
                                                           2002         2001

                                                         amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                      $   139     $  (563)
  Adjustments to reconcile net loss to net cash
   used in operations:
  	Depreciation and amortization                           87         700
      Expenses paid with stock            		        79          85
  	Change in operating assets and liabilities  	      (446)        (93)
   Net decrease in other assets and liabilities             (118)        (29)
                                                           -----       -----
       Net cash provided(used)by operating activities       (259)        100

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures		               	             (40)       (106)
                                                           -----       -----
	Net cash used by investing activities                  (40)       (106)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on notes payable           			     (105)         (81)
  Proceeds from issuance of common stock	                   -            33
  Proceeds from notes payable	                              100           33
                                                          -----        -----
	Net cash used by financing activities                  (5)         (15)
                                                          -----        -----
Net decrease in cash and cash equivalents                  (304)         (21)

Cash and cash equivalents at beginning of period            536          193
                                                          -----        -----
Cash and equivalents at end of period 			   $  232      $   172
                                                          =====        =====
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
	Cash payments for interest		               $  124      $   135
                                                          =====        =====

See accompanying notes.

                                         3

<PAGE>


                          Earth Sciences, Inc. and Subsidiaries
               Notes to Consolidated Financial Statements (Unaudited)
                                   September 30, 2002

(1)  General
The accompanying consolidated financial statements were prepared in
accordance with generally accepted accounting principles and reflect all
adjustments which are, in the opinion of management, necessary for fair
representation of the financial results for the interim periods shown.  Such
statements should be considered in conjunction with Registrant's 2001 Form
10-KSB.

(2) Business Segment Information
Corporate headquarter activities are part of the ESI operating segment.  The
segment assets of the ESI and ADA segments are located in the US while the
assets of ESEC are located in Canada.  All significant customers are US
companies.


(amounts in thousands)
Nine months ended September 30, 2002
                                             Eliminating
                         ESI    ESEC   ADA   Entries         Consolidated
Total revenue          $  -  $    30 $3,874      $    -        $  3,904
Segment assets	     $ 347  $  455 $3,708           -        $  4,510
Segment profit (loss)  $ (90) $  (97)$  326           *        $    139


Nine months ended September 30, 2001
                                             Eliminating
                         ESI    ESEC   ADA   Entries         Consolidated
Total revenue          $   -  $   10 $4,240      $    -        $  4,240
Segment assets         $ 398  $7,084 $3,512           -        $ 10,994
Segment profit (loss)  $(106)$  (430)$ (27)           *        $   (563)

* There were no profits on intersegment revenues.

(3) Impact from Application of SFAS 142
In the first nine months of 2002 the adoption of SFAS 142 resulted in a
reduction of amortization expense of approximately $276,000 as compared to the
same period in 2001. Had this statement been adopted at the beginning of 2001,
the Company's loss for the first nine months of 2001 would have been reduced to
($287,000) and the loss per share for the nine month period ended 9/30/01 would
have been ($.01).

Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
This Quarterly Report may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933.
Actual events or results could differ materially from those
discussed in the forward-looking statements as a result of various
factors including those set forth below or under the heading
"Description of Business" contained in the Company's Annual Report
on Form 10KSB for the year ended December 31, 2001.

Liquidity and Capital Resources
Registrant had a working capital of $252,000 at 9/30/02. Working
capital has increased during the first nine months of the year
from $111,000 at 12/31/01. Management expects to further increase
working capital through continued and improved cash flow at ADA-
ES.  However, there can be no assurances that the positive cash
flow that has been achieved at ADA-ES will continue.

                                4
<PAGE>

For ADA-ES, the continuation of positive cash flow is dependent
upon the successful ongoing operation of the flue gas conditioning
units currently in-place in Wisconsin, Louisiana, and Iowa.
Unsatisfactory operations at any of the units operating could
frustrate such continuation. ADA-ES is also performing services
under two DOE contracts, which are expected to produce an
estimated $2.4 million in revenues in 2002.  Currently funding has
been approved for approximately $1.7 million of that amount.  The
DOE has approved another contract for which services will commence
in the fourth quarter of 2002 and continue for approximately one
year.  The total value of the contract is $2.4 million of which
the DOE will contribute $1.4 million while ADA-ES and a group of
power industry participants will fund the remaining balance of $1
million.  The ADA-ES share of the balance is estimated at 20%.

Planned capital expenditures for ADA-ES to sustain and improve
ongoing operations for 2002 are estimated at $70,000. Registrant
expects to fund these requirements out of existing working
capital.

In an effort to reduce cash flow deficits from the Calgary
facility, management suspended production, as of August 31, 1999.
Although limited discussions continue with parties interested in
purified phosphate production, it is likely that surplus equipment
will be sold and long-term subleasing arrangements will be sought.
Sub-leasing discussions to date have not yet yielded substantial
results. The Company is funding operating requirements and legal
expenses, net of modest rental income, out of working capital.
Such expenses are estimated at approximately $130,000 per year.

Cash flow provided (used) in operations totaled ($259,000) for the
first nine months of 2002 compared to $100,000 for the same period
in 2001. The use in 2002 resulted primarily from advance payments
received prior to year-end 12/31/01, not received in the first
months of 2002, net of the operating income plus non-cash charges
for depreciation and amortization, and changes in other operating
assets and liabilities. Cash flow from investing activities for
2002 includes a use for capital expenditures of $40,000. Cash flow
from financing activities in the first nine months of 2002
consisted of payments on notes payable of $105,000 and proceeds
from a recently approved line of credit of $100,000. Cash flow
from investing activities for 2001 includes a use for capital
expenditures of $106,000. Cash flow from financing activities in
the first nine months of 2001 consisted of payments on notes
payable of $81,000, proceeds from a note payable of $33,000 and
proceeds from the issuance of common stock related to the exercise
of certain options of $33,000.

Results of Operations
Revenues from sales totaled $3,904,000 in 2002 versus $4,250,000
in 2001. In 2002 and 2001 all significant revenues were generated
by ADA-ES. Revenues for the period were less than the same period
last year due to a reduced pace of work on government contracts
and lower revenues from equipment sales and leasing from flue gas
conditioning activities. ADA-ES' government contracts are subject
to audit by the federal government, which could result in
adjustment(s) to previously recognized revenue.  The Registrant
believes, however, it has complied with all the requirements of
the contracts and future adjustments, if any, will not be
material. Revenues from government contracts for the first nine
months of 2001 and 2002 include amounts from the adjustment of
certain estimated overhead rates from the prior year.  These
amounts have increased revenues by $113,000 and $222,000 in 2001
and 2002, respectively.

                               5
<PAGE>

Operating expenses also decreased during the first nine months of
2002 as compared to the same period in 2001 as a result of the
decreased government contract work and decreased costs of sales.
The profit margins recognized on government contracts are
generally less than in ADA-ES' commercial activities. In spite of
the lower gross margins produced by government contracts, the
Company plans continued use of such programs to fund its
technology development and commercialization efforts.  The Company
has submitted several multi-million dollar proposals to the
government to continue to fund products for sale into the rapidly
developing mercury emission control market.  Announcement of the
award of contracts on those proposals is expected in the first
quarter of 2003. DOE has estimated the mercury emission control
market will become a $2-5 billion per year industry by 2007 based
upon expected new environmental regulations now working their way
through the legislative process.

ADA-ES has recognized positive gross margins in since 2000, and
these margins are expected to improve as ADA-ES works to further
establish market acceptance and develop its market share for its
flue gas conditioning and ADA-249 products. The Company's
continued and future success will be dependent upon generating
improved gross margins, which in turn are dependent upon increased
sales and market penetration. Development expenses related to the
introduction of ADA-249 increased expenses by a net of
approximately  $143,000 in the first nine months of 2001 as
compared to the same period in 2002.

Consolidated research and development for the period primarily
related to commercialization of mercury emission control and ADA
249 increased slightly in 2002 to $67,000 as compared to $40,000
for the same period in 2001. Future consolidated research and
development expenses, except for those anticipated to be funded by
the DOE contracts and others that may be awarded, are expected to
be approximately  $100,000 per year for the next several years.

General and administrative expenses increased to $1,651,000 in
2002 as a result of increased legal expenses and the lower level
of work on government contracts during the period which work tends
to absorb general expenses.

Registrant's interest expense totaled approximately $131,000 for
the first nine months of 2002 and $171,000 for same period in
2001. In April 2002 ADA-ES entered into a $350,000 line of credit
arrangement with Wells Fargo Bank to replace its accounts
receivable factoring agreement.  As of 9/30/02 ADA-ES had no
outstanding borrowings under the line, which is used when needed
to offset higher receivable balances that were otherwise funded by
the factoring arrangement. Reduced interest charges and fees have
resulted from the new credit line.

In the fourth quarter of 2001, Registrant recorded a non-cash
write down totaling $2,088,000 in the carrying value of the
Calgary facility.  This write-down is in addition to a $2,873,000
non-cash write down recorded in 2000.  The further write down was
made in recognition of (i) the changed business climate after the
events of September 11, 2001 which has made unlikely any near-term
purified phosphate production at the facility and (ii) the fact
that the remaining capitalized costs were not expected to be
recovered out of the now anticipated future operations.  The write
down reduced the net asset carrying value to a level that
management believes will be recoverable from the sale of surplus
equipment and future subleasing of the building and site. Such

                                6
<PAGE>

write-down has reduced the depreciation expense recorded by
Registrant in the amount of $320,000 for the nine month period
ended September 30, 2002 as compared to the same period in 2001.

Currently the Company is subleasing portions of its facility in
Calgary, and a substantial portion of the equipment not being used
in leasing activities is held for sale. The Company is continuing
to investigate alternative uses for other portions of the facility
that are not held for sale or currently leased.

Although the Company continues to conduct business in Canada, as
described above, should the Company change its strategy and elect
to discontinue its operations in Canada, it will be required to
recognize a $1,837,000 non-cash expense in the statement of
operations for the Cumulative Translation Adjustment that is
currently recorded in stockholders' equity as an offset. If the
Company discontinues its business in Canada and this adjustment is
made, it will have no effect on the Company's net equity.

The Calgary facility is located on a site leased from the adjacent
landowner who originally supplied feedstock to the facility in the
1980's. The lease has an indefinite term, but upon ESEC's
permanent termination of operations, ESEC has a period of 24
months to remove all equipment, improvement and structures erected
on the site after which time such assets become the sole property
of the landlord.  ESEC also has the obligation to return the site
and any surrendered assets to the landlord in a safe condition
that complies with the requirements of all statues, regulations
and ordinances.  Although ESEC has no current intent to terminate
the lease and believes the site is currently in compliance with
all regulations, ESEC has accrued and recorded as a liability
approximately $600,000 as an estimate of the ultimate costs it
would expect to incur to return the facility to the landlord under
the terms of the lease.  The amount recorded is an estimate that
includes significant assumptions, and it is reasonably possible
that these assumptions could change in the future, and that such a
change could be material.  The landlord commissioned a Phase 1
environmental study of the leased site.  Although this Phase 1
study did not include any costs estimates, the landlord has
estimated the cost substantially higher than ESEC's estimated
costs.  The difference in estimates primarily relates to ESEC
basing its estimate on revised quantities of the waste on site,
assumptions regarding future use of the building (including the
future cost to demolish the building), and supervision costs. Any
significant change to ESEC's estimates could result in further
expenses being recorded at that time.

During 2001 the landlord of the Calgary facility site asserted
that the cessation of operations at the Calgary facility has
resulted in the termination of the easement under which a rail
line services the site and  threatened to take steps to prohibit
the use of and ultimately remove the improvements on the easement
right-of-way.  In January 2002, the Company filed a motion for
injunctive relief to restrain the landlord from interfering with
use of the rail line.  The landlord has agreed to an adjournment
of the matter to a future date and has agreed not to interfere
with the use of the rail line until the date of the hearing of the
Company's application.  In September 2002, the landlord filed
their Statement of Defense and a Counterclaim asserting
termination of the easement, the site lease and another underlying
agreement, requesting an order from the Court to that affect and
seeking damages in the amount of $6 million Canadian to remediate,
restore and reclaim the leased site and easement.  The Company
vigorously opposes the landlord's characterization of the
                                7
<PAGE>
cessation of operations, the termination of the easement and site
lease and that any amounts are due for reclamation of the site. To
the best of management's knowledge and belief, the Company is in
compliance with all permits and licenses issued for the
construction and operation of the facility.   The Company will
continue to defend its rights for this rail line access to the
site and the validity of the site lease.  The Company has until
November 30th to file its response to the Counterclaim. If the
landlord is successful in asserting the termination of the rail
line easement and site lease, it would severely affect the future
economic feasibility of any operations at the Calgary plant. While
there is secure truck access to the Calgary plant, the loss of the
rail line easement could decrease the possibility of some
alternative future uses of the Calgary plant. The financial
implications of an adverse ruling are unknown, therefore the
financial statements do not include any adjustment related to this
matter.
As of January 1, 2002 the Company adopted the Financial Accounting
Standards Board Statements of Financial Accounting Standards
No. 141 "Business Combinations" ("SFAS 141") and No. 142 "Goodwill
and Other Intangible Assets" ("SFAS 142").  SFAS 141 establishes
specific criteria for the recognition of intangible and goodwill
in business combinations.  SFAS 142 changes the accounting for
goodwill and other intangible assets after an acquisition.  The
Company will routinely perform a detail valuation analysis in
connection with the application of these statements, which may
result in future charges.  However, it does not believe that the
application of these statements will have a material effect on its
future financial position or cash flows. In the first nine months
of 2002 the adoption of these statements resulted in a reduction
of amortization expense of approximately $291,000 as compared to
the same period in 2001. Had these statements been adopted at the
beginning of 2001, the Company's loss for the first nine months of
2001 would have been reduced to ($287,000) and the loss per share
would have been less than ($.01).

Critical Accounting Policies and Estimates
As previously discussed, the Company's critical accounting
policies and estimates include the estimated reclamation liability
recorded in connection with the Calgary facility.

Other significant estimates used in preparation of the financial
statements include the Company's allowance for doubtful accounts,
which is based on historical experience.  However, a significant
amount of the Company's accounts receivable ($171,000 at September
30, 2002) is from the federal government.  Amounts invoiced for
government contracts are subject to change based on the results of
future audits by the federal government.  The Company has not
experienced significant adjustments in the past, and as a result
it is unlikely that a significant adjustment will be made in the
future.

The Company has also estimated the net residual of its equipment
at the Calgary facility to be approximately $400,000, which is
included in other assets.  This estimate could change based on
many factors, including the ultimate outcome of the litigation
noted above.

The Company uses its judgment to support the current fair value of
goodwill and other intangible assets of $2.1 million on the
consolidated balance sheet.  The Company intends to have an
independent valuation prepared before year-end, but believes
market conditions and the operations of ADA will support its
recorded value.  Furthermore, management believes the fair value
of other recorded intangibles are not impaired.

                                 8
<PAGE>
As with all estimates, the amounts described above are subject to
change as additional information becomes available.

Item 3.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed
to ensure that it is able to collect the information it is
required to disclose in the reports it files with the Securities
and Exchange Commission (SEC), and to process, summarize and
disclose this information within the time periods specified in
the rules of the SEC. Based on their evaluation of the Company's
disclosure controls and procedures which took place as of a date
within 90 days of the filing date of this report, the Chief
Executive and Financial Officer believes that these controls and
procedures are effective to ensure that the Company is able to
collect, process and disclose the information it is required to
disclose in the reports it files with the SEC within the required
time periods.

The Company also maintains a system of internal controls designed
to provide reasonable assurance that: transactions are executed
in accordance with management's general or specific
authorization; transactions are recorded as necessary (1) to
permit preparation of financial statements in conformity with
generally accepted accounting principles, and (2) to maintain
accountability for assets; access to assets is permitted only in
accordance with management's general or specific authorization;
and the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.

Since the date of the most recent evaluation of the Company's
internal controls by the Chief Executive and Financial Officer,
there have been no significant changes in such controls or in
other factors that could have significantly affected those
controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.

PART II.  OTHER INFORMATION

Item 2.  Changes in Securities - None.

Item 6.  Exhibits and Reports on Form 8-K
(a)	Exhibit 99.1     Certification Pursuant to 18 U.S.C. Section 1350

No other changes from Item 13 of Registrant's 2001 Form 10-
KSB.

(b)	Forms 8-K -  None.



SIGNATURES

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


					       	          Earth Sciences, Inc.
						                 Registrant

Date:  November 14, 2002               /s/ Mark H. McKinnies
                                     -----------------------------
			                       Mark H. McKinnies
                             President and Chief Financial Officer

                                  9
<PAGE>

CERTIFICATION
I, Mark H. McKinnies, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Earth
Sciences, 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-14 and 15d-
14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report 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):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. 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: November 14, 2002
/s/ Mark H McKinnies
-------------------------
Name:  Mark H. McKinnies
Title:  President and Treasurer

                                    10
<PAGE>