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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



---



FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
|- |  | ------------------------------------------------

|OF |  | THE SECURITIES EXCHANGE ACT OF 1934
|-- |  | -----------------------------------



For quarterly period ended September 29, 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 01-11331



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PERFORMANCE INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



---



|OHIO                                                                |  | 34-1334199                  
|------------------------------------------------------------------- |  | ----------------------------
|(State or Other Jurisdiction of No.) Incorporation or Organization) |  | (IRS Employer Identification



|7740 E. Gelding Drive, Suite 2 Scottsdale, AZ. |  | 85260     
|---------------------------------------------- |  | ----------
|(Address of principal executive offices)       |  | (Zip Code)
|                                               |  |           



Registrants telephone number including area code: (480) 951-1705



Indicate by checkmark 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ̈NO   x



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15d of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES ̈NO  x



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) YES ̈NO  x



At February 15, 2003, 3,992,295 shares of Registrants common stock were outstanding.



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PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES



INDEX



|                                                                                                                   |  | Page
|------------------------------------------------------------------------------------------------------------------ |  | ----
|PART I FINANCIAL INFORMATION (Unaudited)                                                                           |  |     
|                                                                                                                  
|Item 1. Financial Statements                                                                                       |  |     
|                                                                                                                  
|Consolidated Balance Sheets September 29, 2002, October 7, 2001 and December 30, 2001                             |  | 4   
|                                                                                                                  
|Consolidated Statements of Operations (Unaudited) Three Month Period Ended September 29, 2002 and October 7, 2001 |  | 5   
|                                                                                                                  
|Consolidated Statements of Operations (Unaudited)Nine Month Period Ended September 29, 2002 and December 20, 2001  |  | 6   
|                                                                                                                  
|Consolidated Statements of Cash Flows (Unaudited) Nine Month period Ended September 29, 2002 and October 7, 2001  |  | 7   
|                                                                                                                  
|Item 2. Managements Discussion and Analysis of FinancialCondition and Results of Operations                       |  | 8   
|                                                                                                                  
|Item 3. Quantitative & Qualitative Disclosures about Market Risk                                                   |  | 8   
|                                                                                                                  
|Item 4. Controls & Procedures                                                                                      |  | 8   
|                                                                                                                  
|PART II OTHER INFORMATION                                                                                          |  | 8   
|                                                                                                                  
|Item 1.Legal Proceedings                                                                                           |  |     
|                                                                                                                  
|Item 2.Changes in Securities and Use of Proceeds                                                                   |  |     
|                                                                                                                  
|Item 3. Defaults upon Senior Securities                                                                            |  |     
|                                                                                                                  
|Item 4. Submission of Matters to a Vote of Security Holders                                                        |  |     
|                                                                                                                  
|Item 5. Other Information                                                                                          |  |     
|                                                                                                                  
|Item 6. Exhibits and Reports on Form 8-K.                                                                          |  |     
|                                                                                                                  
|Item 7. Signatures                                                                                                 |  |     



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PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 29, 2002 and October 7, 2001



The accompanying unaudited consolidated financial statements of Performance Industries, Inc. and its subsidiaries do not include all
information and footnotes required by accounting principals generally accepted in the United States of America for complete financial statements. However, in the opinion of management, these financial statements contain all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the financial position of Performance Industries as of September 29, 2002, and the results of its operations and cash flows for the periods presented. These financial statements
should be read in conjunction with the audited financial statements for the year ended December 31, 2001 and the related notes.



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PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEET



September 29, 2002, December 30, 2001 and October 7, 2001



|                                                                     |  | 09/29/02 |   |  | 12/30/01 |   |  | 10/07/01 |  
|-------------------------------------------------------------------- |  | -------- | - |  | -------- | - |  | -------- | -
|ASSETS                                                               |  |          |   |  |          |   |  |          |  
|CURRENT ASSETS:                                                      |  |          |   |  |          |   |  |          |  
|Cash and Cash Equivalents                                            |  | 488      |   |  | 722      |   |  | 365      |  
|Investment In Trading Securities                                     |  | 809      |   |  | 173      |   |  | 381      |  
|Investment In Partnership                                            |  | 410      |   |  | 410      |   |  | 0        |  
|Accounts and Other Receivables, Less Allowance for Doubtful Accounts |  | 459      |   |  | 647      |   |  | 228      |  
|Receivable From Sale of Business                                     |  | 0        |   |  | 939      |   |  | 0        |  
|Notes Receivable                                                     |  | 123      |   |  | 117      |   |  | 205      |  
|Inventories                                                          |  | 153      |   |  | 210      |   |  | 227      |  
|Prepaid Expenses and Other Current Assets                            |  | 135      |   |  | 109      |   |  | 133      |  
|Deferred Income TaxesCurrent                                        |  | 10       |   |  | 10       |   |  | 10       |  
|                                                                     |  |          |   |  |          |   |  |          |  
|Total Current Assets                                                 |  | 2,586    |   |  | 3,338    |   |  | 1,550    |  
|Property and Equipment                                               |  | 2,986    |   |  | 2,364    |   |  | 2,726    |  
|Note Receivable From Officer                                         |  | 1,826    |   |  | 1,826    |   |  | 0        |  
|Note Receivable From Related Party                                   |  | 1,250    |   |  | 1,250    |   |  | 353      |  
|Deferred Income Taxes                                                |  | 410      |   |  | 410      |   |  | 410      |  
|Other Assets                                                         |  | 437      |   |  | 436      |   |  | 794      |  
|                                                                     |  |          |   |  |          |   |  |          |  
|Total Assets                                                         |  | 9,495    |   |  | 9,624    |   |  | 5,833    |  
|                                                                     |  |          |   |  |          |   |  |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                 |  |          |   |  |          |   |  |          |  
|CURRENT LIABILITIES:                                                 |  |          |   |  |          |   |  |          |  
|Current Portion of Long-Term Debt and Capital Lease Obligations      |  | 99       |   |  | 87       |   |  | 75       |  
|Accounts Payable                                                     |  | 372      |   |  | 639      |   |  | 486      |  
|Excess of Outstanding Checks                                         |  |          |   |  |          |   |  |          |  
|Accrued Employment Costs                                             |  | 212      |   |  | 279      |   |  | 254      |  
|Accrued Expenses and Other Current Liabilities                       |  | 936      |   |  | 1,158    |   |  | 944      |  
|                                                                     |  |          |   |  |          |   |  |          |  
|Total Current Liabilities                                            |  | 1,619    |   |  | 2,163    |   |  | 1,759    |  
|Long-Term Debt and Capital Lease Obligations, Less Current Portion   |  | 723      |   |  | 352      |   |  | 357      |  
|SHAREHOLDERS EQUITY:                                                |  |          |   |  |          |   |  |          |  
|Common Stock                                                         |  | 32,933   |   |  | 33,028   |   |  | 31,177   |  
|Accumulated Deficit                                                  |  | (22,952  | ) |  | (23,090  | ) |  | (23,670  | )
|Unrealized Holding Loss On Securities Available For Sale             |  | 0        |   |  | 0        |   |  | 0        |  
|                                                                     |  |          |   |  |          |   |  |          |  
|                                                                     |  | 9,981    |   |  | 9,938    |   |  | 7,508    |  
|Treasury Stock at Cost                                               |  | (2,829   | ) |  | (2,829   | ) |  | (3,791   | )
|                                                                     |  |          |   |  |          |   |  |          |  
|Total Shareholders Equity                                           |  | 7,152    |   |  | 7,109    |   |  | 3,717    |  
|                                                                     |  |          |   |  |          |   |  |          |  
|Total Liabilities and Shareholders Equity                           |  | 9,495    |   |  | 9,624    |   |  | 5,833    |  
|                                                                     |  |          |   |  |          |   |  |          |  



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PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

For the Three Month Periods Ended

September 29, 2002 and October 7, 2001

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(Unaudited)



|                                                             |  | Three Months Ending |          
|------------------------------------------------------------ |  | ------------------- | ---------
|                                                             |  | 9/29/02             |          
|Revenues                                                     |  | $                   | 2,518    
|Cost of Revenues                                             |  |                     | (2,648   
|Selling, General and Administrative Expenses                 |  |                     | (205     
|Interest Expense                                             |  |                     | (7       
|Other Income (expenses) Net                                  |  |                     | 74       
|Income (loss) from Continuing Operations before Income Taxes |  | $                   | (268     
|Provision for Income Taxes                                   |  |                     | 0        
|                                                             |  |                     |          
|Income (loss) from Continuing Operations                     |  | $                   | (268     
|Income (loss) from Discontinued Operations                   |  |                     | 0        
|                                                             |  |                     |          
|Net Income (Loss)                                            |  | $                   | (268     
|Net Income (Loss) Per Common Shares                          |  |                     |          
|Continuing Operations                                        |  |                     | (0.07    
|Discontinued Operations                                      |  |                     | 0.00     
|                                                             |  |                     |          
|Net Income (Loss) Per Common Share                           |  |                     | (0.07    
|                                                             |  |                     |          
|Average Number of Shares Outstanding                         |  |                     | 4,005,945
|                                                             |  |                     |          



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PERFORMANCE
INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED INCOME STATEMENT



Nine Months Ended September 29, 2002 and October 7, 2001



|                                                  |  | 09/29/02  |  | 10/07/01  |  
|------------------------------------------------- |  | --------- |  | --------- | -
|Revenues:                                         |  |           |  |           |  
|Operating income                                  |  | 11,050    |  | 13,740    |  
|Gain on securities                                |  |           |  |           |  
|Interest income                                   |  | 214       |  | 25        |  
|Bad debt recovery, net                            |  |           |  |           |  
|Other income, net                                 |  | 37        |  | 11        |  
|                                                  |  |           |  |           |  
|                                                  |  | 11,301    |  | 13,776    |  
|                                                  |  |           |  |           |  
|Administrative and Other Expense                  |  |           |  |           |  
|Cost of revenues                                  |  | 10,431    |  | 12,880    |  
|Selling, general, and administrative expenses     |  | 672       |  | 995       |  
|Interest expense                                  |  | 39        |  | 0         |  
|Losses on trading securities                      |  | 21        |  | (272      | )
|                                                  |  |           |  |           |  
|                                                  |  | 11,163    |  | 13,603    |  
|                                                  |  |           |  |           |  
|Income (loss) from operations before income taxes |  | 138       |  | 173       |  
|Income tax (expense) benefit                      |  | 0         |  | 0         |  
|                                                  |  |           |  |           |  
|Income (loss) from operations                     |  | 138       |  | 173       |  
|                                                  |  |           |  |           |  
|Other losses from available-for-sale securities   |  |           |  |           |  
|                                                  |  |           |  |           |  
|Net income (loss)                                 |  | 138       |  | 173       |  
|                                                  |  |           |  |           |  
|Income (loss) per common share:                   |  |           |  |           |  
|From operations                                   |  | 0.03      |  | 0.08      |  
|                                                  |  |           |  |           |  
|Net income (loss)                                 |  | 0.03      |  | 0.08      |  
|                                                  |  |           |  |           |  
|Shares outstanding                                |  | 4,005,945 |  | 2,181,050 |  



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PERFORMANCE
INDUSTRIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS



Nine Months Ended September 29, 2002 and October 7, 2001



|                                                                                         |  | 09/29/02 |   |  | 10/07/01 |  
|---------------------------------------------------------------------------------------- |  | -------- | - |  | -------- | -
|Cash flows from operating activities:                                                    |  |          |   |  |          |  
|Net income (loss)                                                                        |  | 138      |   |  | 173      |  
|Adjustments to reconcile net income (loss) to net cash provided by operating
activities: |  |          |   |  |          |  
|Depreciation                                                                             |  | 395      |   |  | 505      |  
|Decrease (increase) in trading securities                                                |  | (636     | ) |  | 222      |  
|Gain on sale of property and equipment                                                   |  | 0        |   |  | 0        |  
|(Recovery) bad debt expense                                                              |  | 2        |   |  | 3        |  
|Deferred income taxes                                                                    |  | 0        |   |  | 0        |  
|Changes in assets and liabilities                                                        |  |          |   |  |          |  
|Accounts receivable                                                                      |  | 186      |   |  | 98       |  
|Inventories                                                                              |  | 58       |   |  | 51       |  
|Prepaid expenses and other current assets                                                |  | (26      | ) |  | 64       |  
|Other assets                                                                             |  | (1       | ) |  | 0        |  
|Accounts payable                                                                         |  | (267     | ) |  | (117     | )
|Excess of outstanding checks                                                             |  | 0        |   |  | (180     | )
|Accrued employment costs                                                                 |  | (67      | ) |  | 63       |  
|Other current liabilities, net                                                           |  | (222     | ) |  | (223     | )
|                                                                                         |  |          |   |  |          |  
|Net cash provided (used) by operating activities                                         |  | (441     | ) |  | 659      |  
|                                                                                         |  |          |   |  |          |  
|Cash flows from investing activities:                                                    |  |          |   |  |          |  
|(Increase) decrease in receivables from sale of business                                 |  | 939      |   |  | 0        |  
|Investment in partnership                                                                |  | 0        |   |  | 0        |  
|(Increase) in note receivable from related party                                         |  | 0        |   |  | (103     | )
|(Increase) decrease in note receivable                                                   |  | (6       | ) |  | 101      |  
|Purchase of property and equipment                                                       |  | (1,017   | ) |  | (240     | )
|Net proceeds from sale of property and equipment                                         |  | 0        |   |  | 0        |  
|                                                                                         |  |          |   |  |          |  
|Net cash provided (used) by investing activities                                         |  | (83      | ) |  | (242     | )
|                                                                                         |  |          |   |  |          |  
|Cash flows from financing activities:                                                    |  |          |   |  |          |  
|Proceeds from borrowings                                                                 |  | 504      |   |  | 0        |  
|Repayments of borrowings                                                                 |  | (120     | ) |  | (61      | )
|Treasury stock issued (purchased)                                                        |  | (95      | ) |  | (25      | )
|Common stock issued                                                                      |  | 0        |   |  | 0        |  
|                                                                                         |  |          |   |  |          |  
|Net cash provided (used) by investing activities                                         |  | 289      |   |  | (86      | )
|                                                                                         |  |          |   |  |          |  
|Net increase (decrease) in cash and cash equivalents                                     |  | (235     | ) |  | 331      |  
|Cash and cash equivalents, beginning of year                                             |  | 722      |   |  | 34       |  
|Cash and cash equivalents, period end                                                    |  | 488      |   |  | 365      |  



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations



Revenues were down $900,000 for the three months ending September 2002 versus September 2001. Revenues were down $2,700,000 for the nine months ending
September 2002 versus September 2001.



These declines were the
result of the sale of the Citrus Heights store in November 2001. The Company also sold its Burlingame store in July 2002. The loss of sales for this store was partially offset by the sales of our new store in Superstition Springs, which opened in
June 2002.



The net loss for the three months ending 2002 was
$268,000 versus a net loss of $256,000 for the same period in 2001. This can be attributed to the reduced revenues for 2002 versus 2001.



The same explanation, reduced revenues, explains the reduction in net income from $173,000 to $138,000 for the nine months ending 2002.



Liquidity and Capital Resources



The Company has sufficient cash reserves to meet operational needs for the
upcoming year. Management believes, but there can be no assurance, that it will be able to finance any future expansion through cash flow, loans or leases of equipment.



ITEM 3. QUANTITATION AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company invests between 25% and 35% of its excess cash in stock option covered calls. However, the Company does not believe that this investment technique is subject to material market risks due to
the lack of significant risk associated with stock option covered calls.



ITEM 4. CONTROLS AND PROCEDURES



The Companys President & Chairman of the Board, Joe Hrudka, and Chief Financial Officer, Edmund Fochtman, Jr. have reviewed the Companys disclosure controls and procedures within 90 days prior to the filing of this
report. Based upon this review, these officers believe that the Companys disclosure controls and procedures are effective in ensuring that material information related to the Company is made known to them by others responsible for reporting
such material information within the Company.



There were no
significant changes in the Companys internal controls or in any other factors that could significantly affect these controls subsequent to the date that the Company carried out its evaluation.



|PART II |  | Other Information    
|------- |  | ---------------------
|       
|Item 1. |  | Legal Proceedings    
|        |  | None                 
|       
|Item 2. |  | Changes in Securities
|        |  | None                 



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|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                   
|        |  | None                                               



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.



|Dated: February 21, 2003 |  |  |  | PERFORMANCE INDUSTRIES, INC.
|------------------------ |  |  |  | ----------------------------
|                        
|                         |  |  |  |                             
|                         |  |  |  |                             



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below on the 21st day of February 2003, by the following persons on behalf of the Registrant in the capacities indicated:



|
|
|
|
|
|
|
|
|
|



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Certification Pursuant to 18.U.S.C. Section 1350,



As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the quarterly report of Performance Industries, Inc. (the Company) on Form 10-Q for the period ending September 29, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the Report), the undersigned, being the Chairman of the Board and the Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:



|1) |  | The Report fully complies with the requirements of sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|-- |  | ----------------------------------------------------------------------------------------------------------------------

|2) |  | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



PERFORMANCE INDUSTRIES, INC.



|       |  |                   
|------ |  | ------------------
|      
|Dated: |  | February 21 , 2003
|       |  |                   
|       |  |                   
|       |  |                   
|       |  |                   
|       |  |                   
|       |  |                   





This certification is made solely for the purpose of 18 U.S.C. Section 1350, subject to the knowledge standard contained in that statue, and not for any
other purpose.



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CERTIFICATIONS



Certifications
Pursuant to 17 CFR Section 240.13a-14



I, Joe Hrudka,
Chairman of the Board and President of Performance Industries, Inc. certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Performance Industries, 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 we 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 function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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: February 21, 2003



|                                                                            
|----------------------------------------------------------------------------
|/s/ Joe Hrudka                                                              
|JOE HRUDKA Chairman of the Board and President (Principal Executive Officer)



I, Edmund L. Fochtman,
Jr., Chief Financial Officer, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Performance Industries, 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 we 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,
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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 function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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: February 21, 2003



|                                                                             
|-----------------------------------------------------------------------------
|/s/ Edmund L. Fochtman, Jr.                                                  
|EDMUND L. FOCHTMAN, JR. Chief Financial Officer (Principal Financial Officer)



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