<PAGE>


                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                  Form 10-QSB/A


(Mark One)

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

         For the quarterly period ended June 30, 2002

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
---
         For the transition period from _______________ to ______________

                         Commission file number 0-11480

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

            Delaware                                    41-1412084
            --------                                    ----------
(State or other jurisdiction                (IRS Employer Identification Number)
of incorporation or organization)


                   8500 Evergreen Blvd., Minneapolis, MN 55433
                   -------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number: 201-816-8900
                           ------------

         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

         At December 30, 2002, there were 9,816,363 shares of the registrant's
Common Stock, $.01 par value, issued and outstanding.


                  Transitional Small Business Disclosure Format
                              (check one) Yes No X

<PAGE>

                                EXPLANATORY NOTE

The accompanying financial statements for the three and nine months ended June
30, 2002, have been restated to reflect a change in the estimated market price
for the Company's stock. Since there is no market price for the Company's stock,
an estimated price was used in Black-Scholes calculations relating to financing
transactions occurring in May and June 2002. An estimated price of $3.00 per
share was originally used. It has been determined that a price of $1.25 was more
appropriate. The effect of such a change was $536,000 on operations. See Note 9
to Notes to the Financial Statements.



                                                                               2
<PAGE>


INDEX
BIOVEST INTERNATIONAL, INC.

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                            <C>
PART I.    FINANCIAL INFORMATION

  ITEM 1. Financial Statements

    Balance Sheet as of June 30, 2002..........................................................  4

    Statements of Operations for the Three and Nine Months ended June 30, 2002 and 2001........  5

    Statements of Cash Flows for the Nine Months ended June 30, 2002 and 2001..................  6

    Notes to Financial Statements..............................................................  7


  ITEM 2. Management's Discussion and Analysis or Plan of Operations........................... 19


PART II.   OTHER INFORMATION

  ITEM 6. Exhibits and Reports on Form 8-K..................................................... 24

          Signatures........................................................................... 24
</TABLE>



                                                                               3

<PAGE>


PART I - FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS - BIOVEST INTERNATIONAL, INC.

<TABLE>
<CAPTION>
                                     BALANCE SHEET                                        JUNE 30, 2002
                                        ASSETS                                             (UNAUDITED)
                                        ------                                            -------------
<S>                                                                                       <C>
Current assets
  Cash                                                                                    $     554,000
  Accounts receivable, net of $110,000 allowance for doubtful accounts                        2,135,000
  Costs and estimated earnings in excess of billings on uncompleted contracts                    94,000
  Inventories                                                                                 1,512,000
  Stock subscription receivable                                                                 200,000
  Other                                                                                         143,000
                                                                                          -------------
    Total current assets                                                                      4,638,000
Property, plant and equipment, net                                                            1,190,000
Other assets:
  Inventories                                                                                  135,0000
  Patents and trademarks, net                                                                   787,000
  Other assets                                                                                        -
  Reorganization value in excess of amounts allocable to identifiable assets, net             2,163,000
                                                                                          -------------
                                                                                          $   8,913,000
                                                                                          =============
                         LIABILITIES AND SHAREHOLDERS' EQUITY
                         ------------------------------------
Current liabilities
  Notes payable                                                                           $   2,520,000
  Current portion of long-term debt                                                              27,000
  Accounts payable                                                                            1,283,000
  Customer deposits                                                                             159,000
  Accrued liabilities
     Compensation and related taxes                                                           1,744,000
     Other                                                                                      753,000
  Billings in excess of costs and estimated earnings on uncompleted contracts                   492,000
                                                                                          -------------
     Total current liabilities                                                                6,978,000
Long-term debt                                                                                  137,000
Commitments and contingencies                                                                        --
Shareholders' equity
   Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued and
     outstanding                                                                                     --
  Common stock, $.01 par value, 50,000,000 shares authorized;
     9,816,363 shares issued and outstanding                                                     98,000
  Additional paid-in capital                                                                 12,876,000
  Accumulated deficit                                                                       (10,926,000)
  Stock subscription receivable                                                                (250,000)
                                                                                          -------------
   Total shareholders' equity                                                                 1,798,000
                                                                                          -------------
                                                                                          $   8,913,000
                                                                                          =============
</TABLE>


The accompanying notes are an integral part of this financial statement.


                                                                               4

<PAGE>


                           BIOVEST INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     THREE MONTHS         THREE MONTHS        NINE MONTHS          NINE MONTHS
                                                        ENDED                ENDED               ENDED                ENDED
                                                    JUNE 30, 2002        JUNE 30, 2001       JUNE 30, 2002        JUNE 30, 2001
                                                  -----------------    -----------------   -----------------    -----------------
<S>                                               <C>                  <C>                 <C>                  <C>
Revenues
  Contract production services                    $       2,335,000    $       1,661,000   $       5,384,000    $       4,695,000
  Consumable sales                                          775,000              579,000           2,107,000            1,493,000
  System sales                                              317,000              366,000           1,267,000            1,244,000
  Other                                                      93,000              157,000             273,000              391,000
                                                  -----------------    -----------------   -----------------    -----------------

  Total revenues                                          3,520,000            2,763,000           9,031,000            7,823,000
                                                  -----------------    -----------------   -----------------    -----------------
Operating costs and expenses
  Cost of sales                                           2,423,000            1,867,000           6,561,000            5,385,000
  Research and development                                  557,000              988,000           2,058,000            1,908,000
  Marketing, general and administrative                   1,170,000            1,413,000           3,271,000            3,989,000
                                                  -----------------    -----------------   -----------------    -----------------

  Total operating costs and expenses                      4,150,000            4,268,000          11,980,000           11,282,000
                                                  -----------------    -----------------   -----------------    -----------------

Loss from operations                                      (630,000)          (1,505,000)         (2,859,000)          (3,459,000)

Other income (expense)
  Sale of trademark                                         175,000               ------             175,000               ------
  Interest expense, net                                    (97,000)             (60,000)           (329,000)             (99,000)
                                                  -----------------    -----------------   -----------------    -----------------
Net loss                                          $       (552,000)    $     (1,565,000)   $     (3,013,000)    $     (3,558,000)
                                                  =================    =================   =================    =================
Net loss per common share-basic and diluted       $           (.06)    $           (.17)   $           (.31)    $           (.39)
                                                  =================    =================   =================    =================
Weighted average number of common shares
  outstanding- basic and diluted                          9,663,469            9,260,423           9,640,587            9,187,668
                                                  =================    =================   =================    =================
</TABLE>


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



                                                                               5
<PAGE>


                           BIOVEST INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         NINE MONTHS            NINE MONTHS
                                                                                            ENDED                  ENDED
                                                                                        JUNE 30, 2002          JUNE 30, 2001
                                                                                        -------------          -------------
<S>                                                                                     <C>                    <C>
Cash flows from operating activities
  Net loss                                                                              $ (3,013,000)          $ (3,558,000)
  Adjustments to reconcile net loss to net cash (used in) operating activities
    Depreciation                                                                              175,000                 88,000
    Amortization                                                                              186,000                230,000
    Issuance of common stock, options and warrants for services                               335,000              1,038,000
    Amortization of warrants related to debt                                                  255,000                 ------
    Gain on sale of subsidiary assets                                                       (321,000)                 ------
    Changes in operating items:
      Accounts receivable                                                                   (544,000)              (210,000)
      Costs and estimated earnings in excess of billings on uncompleted contracts             494,000                 34,000
      Inventories                                                                             399,000                 78,000
      Other                                                                                   339,000                 96,000
      Accounts payable and accrued liabilities                                                763,000              1,137,000
      Customer deposits                                                                       113,000               (23,000)
      Billings in excess of costs and estimated earnings on uncompleted contracts             375,000                488,000
                                                                                        -------------          -------------
        Net cash used in operating activities                                               (444,000)              (602,000)
                                                                                        -------------          -------------
Cash flows from investing activities
  Capital expenditures                                                                      (350,000)              (274,000)
  Proceeds from sale of assets                                                                342,000                 ------
                                                                                        -------------          -------------
        Net cash used in investing activities                                                 (8,000)              (274,000)
                                                                                        -------------          -------------
Cash flows from financing activities
  Proceeds from short-term borrowings                                                       1,250,000                600,000
  Repayment of short-term borrowings                                                        (200,000)                 ------
  Proceeds from sale of common stock                                                          500,000                510,000
  Principal payments on long-term debt                                                      (314,000)              (103,000)
  Financing costs                                                                            (30,000)                 ------
  Stock subscription                                                                        (200,000)               (33,000)
                                                                                        -------------          -------------
        Net cash provided by financing activities                                           1,006,000                974,000
                                                                                        -------------          -------------
Net increase in cash                                                                          554,000                 98,000
Cash at beginning of period                                                                    ------                548,000
                                                                                        -------------          -------------
Cash at end of period                                                                   $     554,000          $     646,000
                                                                                        =============          =============
Cash paid for interest                                                                  $      43,000          $      21,000
                                                                                        =============          =============
</TABLE>


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


                                                                               6

<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

(1)    DESCRIPTION OF THE COMPANY

       Except as indicated otherwise, the term the "Company" refers to Biovest
International, Inc.

       The Company is a biotechnology company focused on production and contract
manufacturing of biologic drugs and products from small through commercial
scale. It has historically developed, manufactured and marketed patented cell
culture systems and equipment to pharmaceutical, diagnostic and biotechnology
companies, as well as leading research institutions worldwide, and has provided
contract cell production services to those institutions. While continuing this
business, management has chosen to re-orient the Company's focus, assets and
operations to increase contract cell production and biologic drug development
dand ownership. The Company's first drug product, a personalized
immunotherapeutic for the most common and fastest-growing form of hematologic
cancer, known as B-cell Non-Hodgkin's lymphoma, is currently in a Phase III
FDA-approved pivotal licensing trial.

(2)    SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

       The accompanying unaudited financial statements have been derived from
unaudited interim financial information prepared in accordance with the rules
and regulations of the Securities and Exchange Commission. Certain information
and note disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to those rules and regulations,
although the Company believes that the disclosures made are adequate to make the
information presented not misleading. The financial statements of the Company,
in the opinion of management, include all normal and recurring adjustments
necessary for a fair presentation of results as of the dates and for the periods
covered by the financial statements.

       Operating results for the three and nine months ended June 30, 2002 are
not necessarily indicative of the results that may be expected for the entire
fiscal year. For further information, refer to the financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-KSB/A for
the fiscal year ended September 30, 2001.

       As of July 31, 1999, the Company adopted fresh start reporting in
accordance with the American Institute of Certified Public Accountants'
Statement of Position 90-7 Financial


                                                                               7

<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

Reporting by Entities in Reorganization Under the Bankruptcy Code ("SOP 90-7").

       Fresh-start reporting resulted in material changes to the Company's
balance sheet, including valuation of assets at fair value in accordance with
principles of the purchase method of accounting, valuation of liabilities
pursuant to provisions of the Company's Modified First Amended Plan of
Reorganization ("Plan") and valuation of equity based on the reorganization
value of the ongoing business.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

       The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures about contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.

NET LOSS PER COMMON SHARE

       Net loss per share of common stock is computed using the weighted average
number of outstanding common shares. Common equivalent shares from stock options
and warrants are excluded, as their effect is antidilutive.

RECENT ACCOUNTING PRONOUNCEMENTS

       On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 142, Goodwill and Intangible
Assets. SFAS 142 is effective for fiscal years beginning after December 15,
2001, though earlier adoption is permitted. Under the new pronouncement, among
other provisions, goodwill, including reorganization value in excess of amounts
allocable to identifiable assets, and intangible assets with indefinite lives
will no longer be amortized and will be tested for impairment annually and
whenever there is an impairment indicator.

       The Company will continue to amortize the reorganization value in excess
of amounts allocable to identifiable assets under its current method until the
date of adoption, which will be October 1, 2002, at which time amortization will
no longer be recognized. By the end of the year of implementation the Company
will have completed a transitional fair value based impairment test of goodwill.
Impairment losses, if any, resulting from the transitional testing will be


                                                                               8

<PAGE>

BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

recognized as a cumulative effect of a change in accounting principle.

       On October 3, 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets ("SFAS 144"), that is applicable to financial statements issued for
fiscal years beginning after December 15, 2001. The FASB's new rules on asset
impairment supersede SFAS 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, and portions of Accounting
Principles Board Opinion 30, Reporting the Results of Operations. This Standard
provides a single accounting model for long-lived assets to be disposed of and
significantly changes the criteria that would have to be met to classify an
asset held-for-sale. Classification as held-for-sale is an important distinction
since such assets are not depreciated and are stated at the lower of fair value
and carrying amount. This Standard also requires expected future operating
losses from discontinued operations to be displayed in the period(s) in which
the losses are incurred, rather than as of the measurement date as presently
required. The adoption of SFAS 144 will have no impact on the Company's
operating results or financial position.

(3)    GOING CONCERN

       During the nine months ended June 30, 2002 the Company incurred a net
loss of $3,013,000. At June 30, 2002 the Company had a deficit in working
capital of $2,341,000. The Company has been meeting its cash requirements
through the use of cash on hand, the sale of common stock and short-term
borrowings, primarily from affiliates.

       In September 2001, the Company successfully entered into a definitive
Cooperative Research and Development Agreement ("CRADA") with the National
Cancer Institute ("NCI") for the development and ultimate commercialization of a
patient-specific immunotherapeutic for the treatment of non-Hodgkin's low-grade
follicular lymphoma. The terms of the CRADA included, among other things, a
requirement for the Company to pay $530,000 quarterly to the NCI for expenses
incurred in connection with the ongoing Phase III clinical trials. The Company
made the first required payment in the quarter ended September 30, 2001.

       On May 8, 2002 the Company and the NCI executed an amendment to the
CRADA, which requires a single payment of $350,000, due on September 30, 2002,
in lieu of the quarterly payments of the original agreement. Successful
development of the immunotherapeutic, if approved by the FDA, from Phase III
clinical trials through commercialization, will commit the Company to several
years of significant expenditures before revenues are expected to be realized.

       The Company's ability to continue its present operations and meet its
obligations under


                                                                               9

<PAGE>

BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


the CRADA is dependent upon its ability to obtain significant additional
funding. Such additional financing could be sought from a number of sources,
including the sale of equity or debt securities, strategic collaborations or
recognized research funding programs. Management is currently in the process of
exploring various financing alternatives to meet the Company's cash needs,
including additional short-term loans from shareholders and others and the sale
of equity securities. Management believes they will be able to raise the
necessary funds to continue operations in the near term.

       There is no assurance that the additional required funds can be obtained
on terms acceptable or favorable to the Company. The net losses incurred and the
need for additional funding raise substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

(4)    CONCENTRATION OF CREDIT RISK/GEOGRAPHIC INFORMATION

       The Company grants credit to customers in the normal course of business,
but generally does not require collateral or any other security to support
amounts due. Management performs on-going credit valuations of its customers.
One customer accounted for 14% of revenues for the nine months ended June 30,
2002, two different customers accounted for 31% and 19% of the Company's trade
accounts receivable balance at June 30, 2002. One customer accounted for 24% of
revenues for the nine months ended June 30, 2001.

         A significant amount of the Company's revenue has been derived from
export sales. The Company's export sales were 46% and 27% for the nine months
ended June 30, 2002, and 2001, respectively. For the nine months ended June 30,
2002, two foreign countries accounted for 10% and 11% of total revenues. For the
nine months ended June 30, 2001, no foreign countries accounted for 10% or more
of total revenues.





                                                                              10

<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


(5)    INVENTORIES


       Inventories consist of the following:

                                                   JUNE 30, 2002
                                                   -------------
               Finished goods..........              $ 320,000
               Work-in-process........                 121,000
               Raw materials...........              1,206,000
                                                   -------------
                                                     1,647,000
               Less non-current portion               (135,000)
                                                   -------------
                                                    $1,512,000
                                                   =============

       The Company has inventory quantities in excess of anticipated sales
requirements for the twelve months subsequent to June 30, 2002. Accordingly, a
portion of the Company's inventory balance is classified as a non-current asset
as of that date.

(6)    NOTES PAYABLE

       During the nine month period ended June 30, 2002, the Company obtained
additional loans, with a term of one year, aggregating approximately $1,100,000;
these loans bear interest at 7.5% per annum, and mature on various dates through
January 31, 2003. These notes are also convertible into shares of the Company's
common stock at $3.00 per share, at the holder's option, if the Company wishes
to pay amounts under the loans before maturity. The Company issued 100,000
warrants with an exercise price of $2.50 per share and 100,000 warrants with an
exercise price of $5.00 per share to a third party who assisted in obtaining
this financing. The warrants are exercisable immediately and have a term of five
years. The aggregate value of the warrants using the Black-Scholes pricing
model, assuming zero dividend yield; risk-free interest rates ranging from 3.47%
to 4.38%; expected volatility of 100%; and term of five years, was estimated to
be $154,000. The Company also paid a commission of $30,000 to the third party
who assisted with the financing. The value of the warrants and commission are
being amortized over the life of the loans which results in a higher effective
interest rate.

       In December 2001, an individual loaned the Company $150,000, under a note
payable that bears interest at 7.5% per annum, is due December 19, 2003 and is
convertible into shares of the Company's common stock at $3.00 per share at the
holder's option, if the Company wishes to pay amounts under the loan before
maturity. In connection with the note, the Company issued


                                                                              11
<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


warrants to purchase 50,000 shares of the Company's common stock at $5.00 per
share. The warrants are exercisable immediately and have a term of five years.
The aggregate value of the warrants using the Black-Scholes pricing model,
assuming zero dividend yield; a risk-free interest rate of 4.45%; expected
volatility of 100%; and a term of five years, was estimated to be $35,000 and is
being amortized over the life of the loans which results in a higher effective
interest rate.

(7)    LONG-TERM DEBT

       Long-term debt was entered into pursuant to the Company's reorganization
and consists of the following at June 30, 2002:

        Promissory note payable to State of Minnesota, with
          interest of 8% per annum, payable in monthly
          installments of $2,700, including interest through
          February 1, 2005.......................................      77,000
        Amounts payable to regulatory agencies (a)...............      87,000
                                                                   ------------
                                                                      164,000
        Less current portion of long-term debt...................      27,000
                                                                   ------------
                                                                     $137,000
                                                                   ============

  (a)  Pursuant to the Plan, the Company is obligated to repay certain
       regulatory agencies an aggregate amount of $94,000 in equal monthly
       installments for six years from the date of assessment with interest at
       the rate of 8% per annum. During fiscal 2001, the Company was assessed
       $7,000, which was paid in full, by one of these agencies, but promissory
       notes with the others have not been signed.

       During the fiscal quarter ended June 30, 2002 the Company paid $226,000
to completely extinguish the remaining balance on an 8% per annum promissory
note payable to the Internal Revenue Service. The note was paid as part of the
conditions to a sale of assets completed in the current quarter. See Note 8.

       At June 30, 2002, the aggregate maturities of long-term debt by fiscal
year are as follows: remainder of 2002-$6,000; 2003-$28,000; 2004-$30,000;
2005-$12,000; 2006-none and subsequent years- $88,000.


                                                                              12

<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


(8)    SALE OF ASSETS

       During the quarter ended June 30, 2002 the Company consummated a sale of
assets in an unconsolidated subsidiary, LSL Biolafitte, Inc., for $342,000.
Since the reorganization the Company has sought to sell the assets of the
subsidiary, but because of the foreign origin of the subsidiary's parent and the
bankruptcy laws of that country, Biovest's title to the assets was unclear and
in doubt. Given those circumstances, Biovest elected not to consolidate the
operations and assets and liabilities of the subsidiary into their consolidated
financial statements for fiscal year end 2000.

       When the ownership issues were finally resolved in early fiscal 2001, the
Company entered into negotiations to sell the assets. Since the Company had a
non-binding letter of intent, that was not finalized, the Company deemed control
of the subsidiary temporary and operations of the subsidiary to be immaterial
and did not consolidate it into the Company's financial statements for fiscal
year end 2001.

       Final agreements were reached and the transaction was closed in June
2002. Clear title to a trademark sold as part of the assets could not be given
until the lien on assets by the Internal Revenue Service (See Note 7.)was paid
in full. Part of the proceeds of this transaction were paid directly to the IRS.
The proceeds received and recorded values of the assets sold are as follows:

Cash in LSL Biolafitte, Inc.                                   $ 4,000
Cash paid to Biovest                                            84,000
Cash paid to IRS                                               226,000
Accounts Receivable                                             28,000
                                                            -----------
      Total Purchase Consideration                            $342,000
                                                            ===========
Sale of Trademark                                             $175,000
Receivable from LSL                                            167,000
                                                            -----------
      Assets Sold                                             $342,000
                                                            ===========

       A gain on sale of $321,000 was recorded in the quarter ended June 30,
2002; $175,000 from the sale of a trademark, which is reflected as "Other
income" on the accompanying financial statements; $146,000 as a reversal of a
previously recorded reserve for amounts owed to the


                                                                              13

<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


Company by Biolafitte.

(9)    SHAREHOLDERS' EQUITY

STOCK OPTIONS AND WARRANTS

       During the three months ended December 31, 2001 the Company granted
2,084,000 stock options to certain executive officers and employees. The options
have an exercise price of $1.50 per share and a five year term. With respect to
the options granted to certain executive officers, half are exercisable six
months from the date of grant and the remaining options are exercisable one year
from the date of the grant. Those granted to other employees are exercisable
over a ten year term and vest one- third each year, on the anniversary of the
grant, after the first year.

       During October 2001, the Company granted 100,000 stock options to an
outside director for consulting services rendered during fiscal 2001. The
options have an exercise price of $1.50 per share and a five year term; half are
exercisable six months from the date of grant and the remaining options are
exercisable one year from the date of grant. Compensation expense for services
rendered was recognized in the amount of $82,000 during the year ended September
30, 2001 based upon the estimated fair value of the options. The options were
valued using the Black-Scholes pricing model with the following assumptions:
zero dividend yield; risk-free interest rate of 3.94%; expected volatility of
84%; and expected life of five years.

       During December 2001, the Company's Board of Directors approved the
issuance of warrants to purchase 50,000 shares of its common stock at $2.50 per
share to a shareholder for consulting services to the Company. The warrants are
exercisable immediately and have a term of five years. The warrants were valued
using the Black-Scholes pricing model with the following assumptions: zero
dividend yield; risk-free interest rate of 4.49%; expected volatility of 100%;
and expected life of five years. Based upon the fair value of the warrants, the
Company recorded $42,000 of expense as the total value of services rendered. The
Board of Directors also approved entering into an agreement with the consultant
whereby the consultant would be issued additional warrants if certain events
occur.

       During the six months ended March 31, 2002 the Company issued 250,000
warrants in connection with various notes payable - see Note 6.

       During February 2002, the Company granted a total of 100,000 stock
options to purchase common stock to 21 employees. The options have an exercise
price of $2.25 per share and a ten year term; one third are exercisable each
year on the anniversary date of the grant. Distribution


                                                                              14
<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


of these option grants will be delayed until the Company receives stockholder
approval for an increase in the number of shares authorized under the 2000 Stock
Option Plan.

       In May 2002, the stockholder, who purchased additional common stock (See
below), was hired as a consultant. He will receive $30,000 per year in cash
compensation and a sign-on bonus of 250,000 warrants to purchase common stock at
an exercise price of $1.50 per share. The warrants are exercisable immediately
and have a term of five years. The warrants were valued using the Black-Scholes
pricing model with the following assumptions: zero dividend yield; risk-free
interest rate of 4.52%; expected volatility of 75.9%; and expected life of three
years. Based upon the fair value of the warrants, the Company recorded $412,500
of expense as the total value of the warrants. This amount has been subsequently
restated to $119,000 of expense.

       In May 2002, the Board of Directors voted to reprice warrants which were
issued in connection with a one year, $1,000,000 loan made in August 2001. The
original warrants were exercisable immediately over five years and were priced;
100,000 warrants at $5.00 per share and 100,000 at $10.00 per share. All other
provisions of the warrant remain the same, but the exercise price in both
tranches was reduced to $2.50 per share. The repricing of the warrants generates
an additional expense which was calculated based upon the fair value of the new
warrants as compared to the fair value of the original warrants on the date of
the repricing. Accordingly, the Company recorded $119,000 of expense as the
total additional value of the warrants. This amount has been subsequently
restated to $42,000 of expense.

       In May 2002, the Company granted 95,000 stock options to two employees.
The Options have exercise prices of $1.50 to $2.75 per share, have a ten-year
term and are exercisable one-third each year on the anniversary of the grant
date. Since the exercise prices are below the presumed market price of $3.00 per
share there is potential compensation expense to the employees. However, since
distribution of these option grants will be delayed until the Company receives
stockholder approval for an increase in the number of shares authorized under
the 2000 Stock Option Plan, any compensation expense will be determined by the
market price of the common stock at time of distribution of the grants.

       In June 2002, the Company entered into a consulting agreement with an
individual whose immediate compensation consists of a warrant to purchase 20,000
shares of common stock, vesting six months after the date of the agreement with
a five year term. The warrants are exercisable as follows: 10,000 shares at
$3.00 per share, 6,000 shares at $4.00 per share and 4,000 shares at $5.00 per
share. The warrants were valued using the Black-Scholes pricing model with the
following assumptions: zero dividend yield; risk-free interest rate of 4.10%;
expected volatility of 75.9%; and expected life of four years. Based upon the
fair value of the warrants,


                                                                              15

<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


the Company recorded $26,000 as the total value of the warrants which will be
amortized over the life of the consulting agreement. This amount has been
subsequently restated to $7,000 of expense.

COMMON STOCK PURCHASE

       In May 2002, a stockholder agreed to purchase 166,667 shares of common
stock, together with 166,667 warrants to purchase shares of common stock at
$3.00 per share, for $500,000. An initial payment of $300,000 was made in May
2002 and the remaining $200,000 prior to the issuance of these financial
statements. The warrants are exercisable immediately and have a term of five
years. The warrants were valued using the Black-Scholes pricing model with the
following assumptions: zero dividend yield; risk-free interest rate of 4.52%;
expected volatility of 75.9%; and expected life of four years. Based upon the
fair value of the warrants, the Company recorded $237,000 of expense in
conjunction with this transaction. This amount has been subsequently restated to
$66,000 of expense.

COMMON STOCK ISSUED FOR SERVICES

       During the three months ended December 31, 2001, the Company issued
10,000 shares of common stock as employee compensation. The shares were valued
at $1.25 per share, which resulted in approximately $13,000 of expense.

       During the three months ended June 30, 2002, the Company issued 20,000
shares of common stock as employee compensation. The shares were valued at $3.00
per share, which resulted in $60,000 of expense.

(10)   INCOME TAXES

       No provision for income taxes has been recorded for the nine months ended
June 30, 2002 and 2001 due to the losses incurred during the periods. At June
30, 2002, the Company has net operating loss carryforwards of approximately
$48,000,000 (expiring 2003 to 2020) and a capital loss carryforward of
approximately $14,000,000 (expiring in 2003). Due to various changes in
ownership of the Company, a significant portion of these carryforwards are
subject to significant restrictions with respect to the ability of the Company
to use these amounts to offset future taxable income. Use of the Company's net
operating loss carryforwards may be further limited as a result of future equity
transactions. The Company has fully offset deferred tax assets resulting from
differences in accounting between income tax and financial statement treatment
with a valuation allowance. These differences consist almost entirely of net
operating and capital loss carryforwards.



                                                                              16

<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


(11)   COMMITMENTS AND CONTINGENCIES

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

       In September 2001 the Company successfully entered into a definitive
CRADA with the NCI for the development and ultimate commercialization of a
patient-specific immunotherapeutic for the treatment of non-Hodgkin's low-grade
follicular lymphoma. The terms of the CRADA include, among other things, a
requirement for the Company to pay $530,000 quarterly to NCI for expenses
incurred in connection with the ongoing Phase III clinical trials and a
requirement to meet certain staffing commitments. The Company made the first
payment in the quarter ended September 30, 2001. On May 8, 2002 the Company and
the NCI executed an amendment to the CRADA, which requires a single payment of
$350,000, due on September 30, 2002, in lieu of the quarterly payments of the
original agreement. The terms of the CRADA provide for the Company to be granted
an exclusive option to negotiate with the NCI for a license to commercialize
certain intellectual property resulting from the research conducted pursuant to
the CRADA. There can be no assurance that research under the CRADA will be
successful or, if it is successful, that the Company will be able to negotiate a
license on favorable terms. In addition, the Company may not be able to derive
any revenue from a license for a number of years.

       The agreement expires in September 2009, but may be unilaterally
terminated by either party by giving thirty days written notice. Certain
termination costs, as defined in the CRADA, will be the Company's responsibility
if the CRADA is terminated.

LEGAL PROCEEDINGS

       During fiscal 2001 the Company entered into a settlement agreement in
connection with a legal matter. The terms of the settlement agreement provide
for the Company and another plaintiff to be jointly paid an aggregate principal
amount of $1,000,000 plus interest at prime. The principal amount is to be paid
in increments of $50,000, $100,000 and $200,000 payable on various dates
beginning July 2001 and ending June 2004, when all interest accrued on the
principal shall be due and payable.

       The payments received from the defendant are to be shared by the Company
and the other plaintiff pursuant to a separate agreement, which provides for the
other plaintiff to receive up to $350,000 in the aggregate.

       During fiscal 2001 the Company received one payment of $50,000, which was
recorded


                                                                              17

<PAGE>


BIOVEST INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)


as other income in the statement of operations. The Company also recorded
$50,000 of other expense related to professional fees that were contingent upon
a settlement being negotiated and paid.

       During fiscal 2002 the Company received one payment of $100,000, which
was recorded as other income in the statement of operations. The Company also
recorded $80,000 of other expense related to professional fees.

       The Company and the defendant also entered into a royalty agreement
whereby the defendant is to pay a royalty to the Company of three percent of its
product sales up to an aggregate of $3,000,000 in total royalty payments. There
were no product sales through the quarter ended June 30, 2002.

       The Company is uncertain about future collections and is not able to
assess the defendant's ability to perform under the settlement agreement. As a
result, the Company will record additional payments as income when received.

       From time to time the Company is subject to various legal proceedings in
the normal course of business. Management believes that these proceedings will
not have a material adverse effect on the financial statements.



                                                                              18

<PAGE>


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

OVERVIEW

       As of July 31, 1999, we adopted fresh start reporting in accordance with
the American Institute of Certified Public Accountants' Statement of Position
90-7 "Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code".

       Fresh-start reporting resulted in material changes to our balance sheet,
including valuation of assets at fair value in accordance with principles of the
purchase method of accounting, valuation of liabilities pursuant to provisions
of the Plan and valuation of equity based on the reorganization value of the
ongoing business. In addition, our capital structure was recast in conformity
with the Plan.

       Our ability to continue our present operations and meet our obligations
under the CRADA is dependent upon our ability to obtain significant additional
funding. We are currently in the process of exploring various financing
alternatives to meet our cash needs, including additional short-term loans from
shareholders and others and the sale of equity securities. Our management
believes we will be able to raise the necessary funds to continue operations in
the near term.

       There is no assurance that the additional required funds can be obtained
on terms acceptable or favorable to the Company, if at all. The net losses we
have incurred and the need for additional funding raise substantial doubt about
our ability to continue as a going concern. Our financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

       Our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires the Company to make significant estimates and
judgments that affect the reported amounts of assets, liabilities, revenues,
expenses and related disclosure of contingent assets and liabilities. The
Company evaluates its estimates, including those related to bad debts,
inventories, intangible assets, contingencies and litigation on an ongoing
basis. The Company bases its estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying


                                                                              19

<PAGE>

values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.

       The Company believes the following critical accounting policies, among
others, involve the more significant judgments and estimates used in the
preparation of our consolidated financial statements:

       The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.

       Inventories are recorded at the lower of cost or market. Write-downs of
inventories to market value are based upon contractual provisions and
obsolescence, as well as assumptions about future demand and market conditions.
If assumptions about future demand change and/or actual market conditions are
less favorable than those projected by management, additional write-downs of
inventories may be required.

       In assessing the recoverability of the Company's amounts recorded as
reorganization value in excess of amounts allocable to identifiable assets,
significant assumptions regarding the estimated future cash flows and other
factors to determine the fair value of the respective assets must be made, as
well as the related estimated useful lives. If these estimates or their related
assumptions change in the future as a result of changes in strategy and/or
market conditions, the Company may be required to record impairment charges for
these assets.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

       This report includes forward-looking statements that are subject to
certain risks and uncertainties which could cause actual results or facts to
differ materially from such statements for a variety of reasons, including, but
not limited to: industry conditions, changes in product supply, pricing and
consumer demand, competition, other uncertainties in the markets for
biotechnology products and changes in relationships with key suppliers.
Shareholders and other readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they
are made. The Company undertakes no obligation to update publicly or revise any
forward-looking statements.

RESULTS OF OPERATIONS

       REVENUES. Revenues for the three and nine months ended June 30, 2002 of
$3,520,000 and $9,031,000 were up 27% and 15% from $2,763,000 and $7,823,000 for
the three and nine


                                                                              20

<PAGE>


months ended June 30, 2001. Contract cell culture production services for the
three months ended June 30, 2002 increased 41% from $1,661,000 to $2,335,000,
while for the nine months ended June 30, 2002 revenues from these services
increased $689,000 or 15%. Consumable sales for the three and nine months ended
June 30, 2002 increased 34% and 41% from $579,000 and $1,493,000 to $775,000 and
$2,107,000, respectively.

       GROSS MARGIN. The overall gross margin for the third quarter of fiscal
year 2002 and the comparable quarter last year was 31% versus 32%. Sales and
gross margin were adversely effected by a $598,000 write-down of sales due to a
contamination discovered in a customer's product. The Company is in the process
of determining the extent of the contamination and whether there will be further
charges to the financial statements as a result. The overall gross margin for
the nine months of fiscal year 2002 decreased versus the comparable period last
year from 31% to 27%. The decrease is primarily the result of the third fiscal
quarter contamination combined with the effect of certain facility
rearrangements during the first two fiscal quarters of this year.

       OPERATING EXPENSES. Research and development expenses for the three
months ended June 30, 2002 decreased $431,000 or approximately 44% versus last
year, due to increased startup expenses for the CRADA last year versus this
year. Research and development expenses for the nine months ended June 30, 2002
increased $150,000 or approximately 8% versus last year, due to the
administrative costs of the clinical trial and fees to the NCI. CRADA expenses
for the three and nine months ended June 30, 2002 were approximately $301,000
and $1,563,000, respectively. These expenses are associated primarily with
designing a more efficient bioreactor for vaccine production and administrative
expense associated with the Phase III clinical trial. Marketing, general and
administrative expenses decreased $243,000 in the three months ended June 30,
2002 versus the same period in fiscal 2001 due primarily to lower financing
costs associated with warrant expense versus last year. Marketing, general and
administrative expenses decreased $718,000 in the nine months ended June 30,
2002 as a result of the reduction in professional services expenses and
financing costs in the nine months this fiscal year versus the same period last
fiscal year.

       OTHER INCOME/EXPENSE. Other income includes $175,000 from the sale of a
trademark which was part of the LSL Biolafitte, Inc. sale in the quarter ended
June 30, 2002. Other expense consists of interest expense on the Company's
short-term loans from affiliates. Interest expense for the three and nine months
of fiscal 2002 was $37,000 and $230,000 higher than for the same periods of
fiscal 2001 due to the increase in the amount of debt and higher interest
amortization from the value of the additional warrants issued between the
periods.


                                                                              21

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

       On June 30, 2002, the Company had a working capital deficit of $2,283,000
compared to a working capital deficit of $126,000 at September 30, 2001. Current
assets decreased by $1,000 at June 30, 2002 versus September 30, 2001, while
current liabilities increased $2,213,000 comparing the same periods. Stock
subscription receivable increased by $200,000, while notes payable increased
$1,054,000 and accrued liabilities increased $763,000 in the nine month period
ending June 30, 2002.

       During the nine months ended June 30, 2002 and 2001, we utilized $350,000
and $274,000 of cash for capital expenditures.

       We have incurred significant losses and cash flow deficits in previous
years. During fiscal year 2001 and 2000 we incurred losses of $5,832,000 and
$1,884,000. During fiscal year 2001 and 2000, we used $2,070,000 and $2,216,000
of cash flow for operations. During the nine months ended June 30, 2002 we
incurred a loss of $3,013,000 and used $444,000 of cash flow for operations. We
have been meeting our cash requirements through the use of cash on hand, the
sale of common stock and short-term borrowings, primarily from affiliates.

       During the nine month period ended June 30, 2002, the Company obtained
additional loans, with a one year term, aggregating approximately $1,100,000;
these loans bear interest at 7.5%, are due on various dates through January,
2003 and are also convertible into shares of the Company's common stock at $3.00
per share, at the holder's option, if the Company wishes to pay amounts under
the loans before maturity. The Company issued 100,000 warrants with an exercise
price of $2.50 per share and 100,000 warrants with an exercise price of $5.00
per share to a third party who assisted in the financing.

       In December 2001, an individual loaned the Company $150,000, under a note
payable that bears interest at 7.5%, is due December 19, 2003 and is convertible
into shares of the Company's common stock at $3.00 per share at the holder's
option, if the Company wishes to pay amounts under the loan before maturity. In
connection with the note the Company issued warrants to purchase 50,000 shares
of the Company's common stock at $5.00 per share.

       In May 2002, a stockholder purchased 166,667 shares of common stock,
together with 166,667 warrants to purchase shares of common stock at $3.00 per
share, for $500,000.

       In September 2001, we successfully entered into a definitive CRADA with
the NCI for the development and ultimate commercialization of a patient specific
immunotherapeutic for the treatment of non-Hodgkin's low-grade follicular
lymphoma. The terms of the CRADA include, among other things, a requirement for
us to pay $530,000 quarterly to NCI for expenses incurred



                                                                              22
<PAGE>


in connection with the ongoing Phase III clinical trials. The Company made the
first payment in the quarter ended September 30, 2001. On May 8, 2002 the
Company and the NCI executed an amendment to the CRADA, which requires a single
payment of $350,000, due on September 30, 2002, in lieu of the quarterly
payments of the original agreement. Successful development of the
immunotherapeutic, if approved by the FDA, from Phase III clinical trials
through commercialization will commit us to several years of significant
expenditures before revenues are expected to be realized.

       Our ability to continue our present operations and meet our obligations
under the CRADA is dependent upon our ability to obtain significant additional
funding. Such additional financing could be sought from a number of sources,
including the sale of equity or debt securities, strategic collaborations or
recognized research funding programs. Management is currently in the process of
exploring various financing alternatives to meet our cash needs, including
additional short-term loans from our shareholders and others and the sale of
equity securities. We believe that we will be able to raise the necessary funds
to continue operations in the near term.

       There is no assurance that the additional funds, which are required, can
be obtained on terms acceptable or favorable to us. Substantial delays in
obtaining such financing would have an adverse effect on our ability to perform
under the CRADA.

FLUCTUATIONS IN OPERATING RESULTS

       The Company's operating results may vary significantly from quarter to
quarter or year to year, depending on factors such as timing of
biopharmaceutical development and commercialization of products by the Company's
customers, the timing of increased research and development and sales and
marketing expenditures, the timing and size of orders and the introduction of
new products or processes by the Company. Consequently, revenues, profits or
losses may vary significantly from quarter to quarter or year to year, and
revenue or profits in any period will not necessarily be indicative of results
in subsequent periods.




                                                                              23

<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

99.1   Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350,
         as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2   Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350,
         as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

       Report on Form 8-K filed on April 3, 2002, regarding change in
Registrant's certifying accountant.


SIGNATURES
----------

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.


                                          BIOVEST INTERNATIONAL, INC.
                                          ---------------------------
                                          (Registrant)


Date:    January 9, 2003                  /s/ Dr. Christopher Kyriakides
         ---------------                  ------------------------------
                                          Dr. Christopher Kyriakides
                                          Chief Executive Officer and Director
                                          (Principal Executive Officer)


Date:    January 9, 2003                  /s/ Thomas F. Belleau
         ---------------                  ---------------------
                                          Thomas F. Belleau
                                          Chief Financial Officer
                                          (Principal Financial and Accounting



                                                                              24
<PAGE>


I, Christopher Kyriakides, certify that:

       1. I have reviewed this quarterly report on Form 10-QSB/A of Biovest
International, 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 annual 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, 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.


Dated: January 9, 2003                         By:    /s/ Christopher Kyriakides
                                                      --------------------------
                                                      Christopher Kyriakides
                                                      Chief Executive Officer



                                                                              25
<PAGE>


I, Thomas F. Belleau, certify that:

       1. I have reviewed this quarterly report on Form 10-QSB/A of Biovest
International, 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, 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.


Dated: January 9, 2003                            By:    /s/ Thomas F. Belleau
                                                      --------------------------
                                                         Thomas F. Belleau
                                                         Chief Financial Officer



                                                                              26