SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                            FORM 10-QSB
                             (Mark One)

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

        For the period from April 1, 2003, to June 30, 2003
  Or

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

                 For the transition period from to

                   Commission file number 0-31245

                    KAW ACQUISITION CORPORATION
       (Exact name of registrant as specified in its charter)

          Nevada                            91-2048013
    (State or other jurisdiction of     (I.R.S. Employer
    incorporation or organization)      Identification No.)


                       191 Post Road West, Suite 10
                            Westport CT 06880
           (Address of principal executive offices (zip code))

                           203-221-2770
       (Registrant's telephone number, including area code)

                      963 Valley View Drive
                    Meadowbrook PA 19046-1317
       (Former Name, Former Address and Former Fiscal Year,
                  if Changed Since Last Report)

    Securities registered pursuant to Section 12(b) of the
    Exchange Act: NONE

    Securities registered pursuant to Section 12(g) of the
    Exchange Act: Common Stock:
    $0.001 Per Share

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

               Yes   X      No


    State the number of shares outstanding of each of the
    issuer's class of common equity, as of June 30, 2003:
    500,000 shares.

    Transitional Small Business Disclosure Format:

               Yes         No    X




                                  PART I


    ITEM 1.    FINANCIAL STATEMENTS

                   KAW ACQUISITION CORPORATION
                  (A Development Stage Company)
                    BALANCE SHEET (Unaudited)
                          JUNE 30, 2003

                              ASSETS

         Current Assets
         Cash                          $    0
    	                             ---------------


         Total Current Assets          $    0
	                             ---------------

                           LIABILITIES

	 Liabilities                   $    0

                                       $    0
    		                     ---------------


                See notes to financial statements




                   KAW ACQUISITION CORPORATION
                  (A Development Stage Company)
               Statements of Operations (Unaudited)



                                                                   From

                                 Three Months       May 3, 2000
                                     Ended          (Inception)
                                    June 30           to June
                                  2003   2002         30, 2003
                                 ------ ------      ----------


    Income
    Other income (net)           $  --  $  --        $   --
                                 ------ ------      ----------

    Expenses
    General and administrative   $  --  $  --        $   --
                                 ------ ------      ----------


    Net Loss                     $  --  $  --        $   --
                                 ------ ------      ----------



    Earnings per share
     Net loss per common share   $   0
                                 ------

    Weighted average of common
       shares outstanding        500,000
                                ----------



                See notes to financial statements




                   KAW ACQUISITION CORPORATION
                  (A Development Stage Company)
    Statements of Changes in Stockholder's Equity (Unaudited)
          From May 3, 2000 (Inception) to June 30, 2003



                                                Deficit
                                              Accumulated
                                              through the
                         Common Stock  Paid in Development
                         Shares Amount Capital    Stage  Total
                         -------------------------------------

    Initial stock issuance,
    on June 29, 2000    500,000 $ 500  $  --   $  --  $  500


    Net loss, December
    31, 2000               --     --      --    (26)    (26)
                         -------------------------------------

    Balance December 31,
    2000                500,000 $ 500  $  --    (26)  $  474


    Net loss, December    --      --      --    (35)    (35)
    31, 2001
                         -------------------------------------

    Balance March
    31, 2002            500,000 $ 500  $  --    (61)  $ 439

                         -------------------------------------

    Net loss, December
    31, 2002
                         -------------------------------------

    Balance March
    31, 2003            500,000 $ 500  $ --          $  0
                         -------------------------------------

    Balance June
    30, 2003            500,000 $ 500  $ --          $  0
                         -------------------------------------



                    See notes to financial statements



                   KAW ACQUISITION CORPORATION
                  (A Development Stage Company)
               Statements of Cash Flows (Unaudited)


                                                From May 3, 2000
                                  Three Months   (Inception) to
                                  Ended June 30,      June 30
                                 2003        2002       2003
                              ----------  ----------  ---------


    Cash flows from operating
     activities
       Net loss
                              ----------  ----------  ---------


    Adjustments to reconcile net
     loss to net cash used in
     operating activities:

     Net cash used in operating
     activities
                              ----------  ----------  ---------


    Cash flows from financing
     activities:
       Net proceeds from issuance
       of common stock
                              ----------  ----------  ---------


    Net cash provided by financing
       activities
                              ----------  ----------  ---------


    Net increase (decrease) in cash

    Cash, beginning of period
                              ----------  ----------  ---------

    Cash, end of period        $     0
                              ----------  ----------  ---------




                    See notes to financial statements



                       KAW ACQUISITION CORPORATION
                      (A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS
                      Six Months Ended June 30, 2003


    NOTE 1        UNAUDITED FINANCIAL STATEMENTS

    The accompanying unaudited financial statements have been
    prepared in accordance with the instructions to Form 10-QSB
    and, therefore, omit or condense certain footnotes and other
    information normally included in financial statements
    prepared in accordance with generally accepted accounting
    principles.  It is suggested that these condensed financial
    statements should be read in conjunction with the Company's
    financial statements and notes thereto included in the
    Company's audited financial statements on Form 10-KSB for
    the fiscal year ended December 31, 2002.

    The accounting policies followed for interim financial
    reporting are the same as those disclosed in Note 1 of the
    Notes to Financial Statements included in the Company's
    audited financial statements on Form 10-KSB for the fiscal
    year ended December 31, 2002.

    In the opinion of management, the unaudited financial
    statements include all necessary adjustments (consisting of
    normal, recurring accruals) for a fair presentation of the
    financial position, results of operations and cash flow for
    the interim periods presented.  Preparing financial
    statements requires management to make estimates and
    assumptions that affect the reported amounts of assets,
    liabilities, revenues and expenses.  Actual results may
    differ from these estimates.  Interim results are not
    necessarily indicative of results for a full year.  The
    results of operations for the six-month period ended June
    30, 2003, are not necessarily indicative of operating
    results to be expected for a full year.

     NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

     Stock Options

    The Company elected to account for stock options issued to
    employees in accordance with Accounting Principles Board
    Opinion No. 25 (APB Opinion No. 25) Accounting For Stock
    Issued to Employees and related interpretations, which
    established financial accounting and reporting for
    compensation cost of stock issued to employees through
    non-variable plans, variable plans, and non-compensatory
    plans, and accounts for stock options and warrants issued to
    non-employees in accordance with SFAS 123, Accounting for
    Stock-Based Compensation, which established a fair value
    method of accounting for stock compensation plans with
    employees and others.

     Accounting Pronouncements

    In June, 2001, the Financial Accounting Standards Board
    issued Statement of Accounting Standards No. 141, Business
    Combinations (SFAS No. 141), which establishes financial
    accounting and reporting for business combinations and
    establishes financial accounting and reporting for business
    combinations and supersedes APB Opinion No. 16, Business
    Combinations, and FASB Statement No. 38 Accounting for
    Preacquisition Contingencies of Purchased Enterprises.  All
    business combinations in the scope of this statement are to
    be accounted for using the Purchase Method.  SFAS No. 141 is
    applicable for fiscal years beginning after June 30, 2001.

    Accounting Standards No. 142 Goodwill and Other Intangible
    Assets (SFAS No. 142) addresses financial accounting and
    reporting for acquired goodwill and other intangible assets
    and supersedes APB Opinion No. 17.  This statement addresses
    how goodwill and intangible assets other than those acquired
    in a business combination should be accounted for after they
    have been initially recognized on the financial statements.
    SFAS No. 142 is applicable for fiscal years beginning after
    December 15, 2001.

    Statement No. 144 Accounting for the Impairment or Disposal
    of Long-Lived Assets supersedes Statement No. 121 Accounting
    for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to be Disposed of ("SFAS 121").  Though it retains
    the basic requirements of SFAS 121 regarding when and how to
    measure an impairment loss, SFAS 144 provides additional
    implementation guidance.  SFAS 144 excludes goodwill and
    intangibles not being amortized among other exclusions.
    SFAS 144 also supersedes the provisions of APB 30, Reporting
    the Results of Operations pertaining to discontinued
    operations.  Separate reporting of a discontinued operation
    is still required, but SFAS 144 expands the presentation to
    include a component of an entity, rather than strictly a
    business segment as defined in SFAS 131, Disclosures about
    Segments of an Enterprise and Related Information.

    SFAS 144 also eliminates the current exemption to
    consolidation when control over a subsidiary is likely to be
    temporary.  This statement is effective for all fiscal years
    beginning after December 15, 2001.  The Company believes
    that the future implementation of SFAS 144 will not have a
    material effect on the Company's financial position, results
    of operations or liquidity.

    Concentration of Risk

    There were no cash balances at June 30, 2003, that exceed
    federal insurance limits.

    Basic Earnings (Loss) per Share

    Basic earnings (loss) per share for each year is computed by
    dividing income (loss) for the year by the weighted average
    number of common shares outstanding during the year.
    Diluted earnings (loss) per share include the effects of
    common stock equivalents to the extent they are dilutive.

    Basic weighted average number of shares outstanding at June
    30, 2003, is as follows:

    Basic weighted average number of shares outstanding 500,000

    NOTE 3        STOCKHOLDER'S EQUITY

    Common Stock

    The Company is authorized to issue 100,000,000 shares of
    common stock at $0.001 par value.  On June 29, 2000, the
    Company issued 500,000 shares of common stock for an
    aggregate consideration of $500.

    NOTE 4        GOING CONCERN UNCERTAINTY

    These financial statements are presented assuming the
    Company will continue as a going concern.  The Company has
    no operating history, no established source of revenue or
    earnings from operations, as well as an accumulated deficit.
     This raises substantial doubt about the Company's ability
    to continue as a going concern.  Management's plan in regard
    to these matters includes active pursuit of suitable
    business opportunities with which to negotiate business
    combinations on terms favorable to the Company.

    NOTE 5        CHANGES IN CONTROL OF REGISTRANT

    On April 25, 2003, the then sole shareholder, officer and
    director, Peter R. Goss of Kaw Acquisition Corporation
    ("Kaw/Company") appointed Henry J. Boucher, Jr., and Robert
    Laraia as Directors of Kaw with Henry J. Boucher, Jr., to
    serve as President and Robert Laraia to serve as
    Secretary/Treasurer.  Mr. Goss resigned as the Company's
    sole Officer and Director of the Company.  Mr. Goss'
    resignation did not involve any disagreement with the
    Company on any matter related to Kaw's operations, policies
    or practices.

    During the month of July, 2002, Peter Goss, the sole
    shareholder the of the Company, agreed to sell all of his
    shares of stock comprising 500,000 common shares of Kaw
    Acquisition Corporation for $165,000.  The sale was subject
    to the Company being current in all of its required filings
    with the Securities and Exchange Commission through December
    31, 2002.  Mr. Goss received a partial payment of $55,000 in
    October, 2002, as against the then purchase price.  The
    transaction was a private sale by Mr. Goss of his restricted
    common shares of the Company. The parties to the sale and
    purchase agreement then renegotiated the terms of the
    agreement (including the undertaking of Mr. Goss to update
    all filings required to be made with the United States
    Securities and Exchange Commission). These filings are now
    complete and the sale of stock was completed as follows:
    Mr. Goss sold 250,000 shares of the common shares of the
    Company to each of Trails End Management, LLC, and Deerwood
    Capital, LLC, each Delaware limited liability companies, and
    Mr. Goss resigned as an Officer and Director of the Company
    and appointed new Directors.

    Upon completing the events described above, a change of
    control of Kaw resulted.

    NOTE 6        BENEFICIAL OWNERSHIP

    The following table shows the Kaw Common Stock owned
    beneficially by (i) each of our Executive Officers, (ii)
    each of our current Directors, (iii) all Executive Officers
    and Directors as a group, and (iv) each person known by us
    to be the beneficial owner of more than five percent of our
    Common Stock as of April 25, 2003.  "Beneficial ownership"
    is a technical term broadly defined by the Securities and
    Exchange Commission to mean more than ownership in the usual
    sense. For example, you beneficially own Common Stock not
    only if you hold it directly, but also if you indirectly
    (through a relationship, a position as Director or Trustee,
    or a contract or understanding), have (or share the power to
    vote the stock or sell it) the right to acquire it within 60
    days.  Except as disclosed in the footnotes below, each of
    the Executive Officers and Directors listed have sole voting
    and investment power over his shares.  As of April 25, 2003,
    there were 500,000 shares of Common Stock issued and
    outstanding and two holders of record.


                                                    SHARES
                                                 BENEFICIALLY
          NAME                CURRENT TITLE          OWNED


    Henry J. Boucher, Jr.  President, Director      250,000

    Robert Laraia               Director,           250,000
                          Secretary/Treasurer

    All Current Officers and
    Directors as a Group
    (2 persons)                                     500,000

    Deerwood Capital, LLC                           250,000

    Trails End Management, LLC                      250,000

    (1)  Unless otherwise specifically noted, all addresses are
         care of the Company at Trails End Management, LLC, 222
         Main Street, #276, Farmington CT 06032.

    (2)  Mr. Boucher is the sole member and sole manager of
         Deerwood Capital, LLC, which owns 250,000 shares of Kaw
         common stock, representing 50% of the issued and
         outstanding common stock

    (3)  Mr. Laraia is the sole member and sole manager of
         Trails End Management, LLC, which owns 250,000 shares
         of Kaw common stock, representing 50% of the issued and
         outstanding common stock.

    NOTE 7        MANAGEMENT

    The following table sets forth certain information regarding
    the members of Kaw's Board of Directors and its executive
    officers as of April 25, 2003:

          Name                    Age            Position

    Henry Boucher, Jr.            55        President, Director

    Robert Laraia                 33              Director,
                                            Secretary/Treasurer

    Our Directors have been elected to serve until the next
    Annual Meeting of Kaw's stockholders and until their
    respective successors have been elected and qualified or
    until death, resignation, removal or disqualification.
    Kaw's Certificate of Incorporation provides that the number
    of Directors to serve on the Board of Directors may be
    established, from time to time, by action of the Board of
    Directors.  Director vacancies are filled by election by a
    majority vote of the remaining Directors.  Kaw's executive
    officers are appointed by and serve at the discretion of the
    Board of Directors.

    Each biography of our current Officer and Directors follows:

    HENRY J. BOUCHER, JR., PRESIDENT AND DIRECTOR: Mr. Boucher
    received his M.S. in economics from South Dakota State
    University in 1972.  From 1992 to June, 1999, he was a Vice
    President of Mercer Management Consulting, a subsidiary of
    Marsh McLennan, an insurance brokerage firm.  Prior to
    joining Mercer, Mr. Boucher was a partner with the
    accounting firm of Coopers and Lybrand (now Price Waterhouse
    Coopers).  From June, 1999, to July, 2000, Mr. Boucher was a
    partner with Arthur Andersen.  He joined Business Edge
    Solutions, where he was a Vice President until December,
    2000.  From January, 2001, Mr. Boucher has been a principal
    of Mentus Consulting, LLC.

    ROBERT LARAIA, DIRECTOR AND SECRETARY/TREASURER: Mr. Laraia
    received a Bachelor in Business Administration from The
    University of Hartford in 1991 and a Masters Degree in
    Business Administration from The University of Hartford in
    1993.  From 1991 to 1997 he was the Network Manager of the
    Investment Division of Cigna Corporation; from 1997-2000 he
    was a Consultant for Avares Partners, Westchester, New York,
    an information technology firm, and since 2000 to the
    present he owns and is the President of Wintonbury
    Consulting in Farmington, Connecticut.  Mr. Laraia is a
    Registered Communication Distribution Designer and
    Wintonbury Consulting is involved in the design, integration
    and implementation of telephone communication (voice, data,
    video, audio and other low voltage control) transportation
    systems and their related infrastructure components.


                                 PART II
                            OTHER INFORMATION

    ITEM 1        LEGAL PROCEEDINGS

    There are no legal proceedings against the Company and the
    Company is unaware of such proceedings contemplated against it.

    ITEM 2        CHANGES IN SECURITIES

         Not applicable.

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

    The Company has registered its common stock on a Form 10-SB
    registration statement filed pursuant to the Securities
    Exchange Act of 1934 (the "Exchange Act") and Rule 12(g)
    thereof.  The Company files with the Securities and Exchange
    Commission periodic and episodic reports under Rule 13(a) of
    the Exchange Act, including quarterly reports on Form 10-QSB
    and annual reports Form 10-KSB.

    The Company was formed to engage in a merger with or
    acquisition of an unidentified foreign or domestic private
    company which desires to become a reporting company whose
    securities have been registered under the Exchange Act.  The
    Company may be deemed to meet the definition of a "blank
    check" company contained in Section (7)(b)(3) of the
    Securities Act of 1933, as amended.

    Management believes that there are perceived benefits to
    being a reporting company which may be attractive to foreign
    and domestic private companies.

    These benefits are commonly thought to include:

    (1)  the ability to use securities to make acquisition f
         assets or businesses;
    (2)  increased visibility in the financial community;
    (3)  the facilitation of borrowing from financial institutions;
    (4)  improved trading efficiency;
    (5)  the potential for shareholder liquidity;
    (6)  greater ease in subsequently raising capital;
    (7)  compensation of key employees through options for stock
         for which there may be a public market;
    (8)  enhanced corporate image; and
    (9)  a presence in the United States capital market.

    A private company which may be interested in a business
    combination with the Company may include:

    (1)  a company for which a primary purpose of becoming a
         reporting company is the use of its securities for the
         acquisition of assets or businesses;
    (2)  a company which is unable to find an underwriter of its
         securities or is unable to find an underwriter of
         securities on terms acceptable to it;
    (3)  a company which wishes to become a reporting company
         with less dilution of its common stock than would occur
         normally upon an underwriting;
    (4)  a company which believes that it will be able to obtain
         investment capital on more favorable terms after it has
         become a reporting company;
    (5)  a foreign company which may wish an initial entry into
         the United States securities market;
    (6)  a company seeking one or more of the other benefits
         believed to attach to a reporting company.

    The Company is not currently engaged in negotiations with
    any potential target company for a business combination.

    The Company is authorized to enter into a definitive
    agreement with a wide variety of private businesses without
    limitation as to their industry or revenues.  It is not
    possible at this time to predict with which private company,
    if any, the Company will enter into a definitive agreement
    or what will be the industry, operating history, revenues,
    future prospects or other characteristics of that company.

    The current shareholders of the Company have agreed not to
    sell or otherwise transfer any of their common stock of the
    Company except in connection with a business combination.

    The Company does not intend to trade its securities in the
    secondary market until completion of a business combination.
     It is anticipated that following such occurrence the
    Company will take the steps required to cause its common
    stock to be admitted to quotation on the NASD OTC Bulletin
    Board or, if it then meets the financial and other
    requirements thereof, on the Nasdaq SmallCap Market,
    National Market System or regional or national exchange.

    ITEM 3    DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

    ITEM 4    SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

         Not applicable.

    ITEM 5    OTHER INFORMATION

         Not applicable.

    ITEM 6    EXHIBITS AND REPORTS

    (a)  Exhibits

         EXHIBIT NUMBER            DESCRIPTION

         3.1     Articles of Incorporation (1)
         3.3     Bylaws (1)
         10.1    Agreement with Peter Goss (1)
         10.2    Shareholders Agreement (1)
         99.X    Certification by the Company's Chief
                 Executive Officer and Chief Financial
                 Officer.*

         (1)  filed as an Exhibit to the Company's Form 10-SB,
              filed with the Securities and Exchange Commission
              on August 7, 2000

         *    filed as an Exhibit with this Form 10-QSB

    (b)  Reports on Form 8-K.

         Registrant's Form 8-K filed May 6, 2003, (Commission
    File No. 000-31245)



                            SIGNATURES

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

                      KAW ACQUISITION CORPORATION


                      By:  /s/   Henry J. Boucher, Jr.
                          Henry J. Boucher, Jr.
                          President

    Dated:   August 15, 2003



    EXHIBIT 99.X


                              CERTIFICATION

    I, Henry J. Boucher, Jr., President of Kaw Acquisition
    Corporation, certify that:

          1.   I have reviewed this quarterly report on Form
    10-Q of Kaw Acquisition Corporation;

          2.   Based on my knowledge, this 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 report;

          3.   Based on my knowledge, the financial statements,
    and other financial information included in this 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 report;

          4.   The registrant's other certifying officer and I
    are responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules
    13a-15(e) and 15d-15(e)) for the registrant and we have:

          a)   Designed such disclosure controls and procedures,
               or caused such disclosure controls and procedures
               to be designed under our supervision, 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 report is being prepared;

          b)   Evaluated the effectiveness of the registrant's
               disclosure controls and procedures and presented
               in this report our conclusions about the
               effectiveness of the disclosure controls and
               procedures, as of the end of the period covered
               by this report based on such evaluation; and

          c)   Disclosed in this report any change in the
               registrant's internal control over financial
               reporting that occurred during the registrant's
               most recent fiscal quarter (the registrant's
               fourth fiscal quarter in the case of an annual
               report) that has materially affected, or is
               reasonably likely to materially affect, the
               registrant's internal control over financial
               report; and

          5.   The registrant's other certifying officer and I
    have disclosed, based on our most recent evaluation of
    internal control over financial reporting, to the
    registrant's auditors and to the audit committee of
    registrant's board of directors (or persons fulfilling the
    equivalent function):

               a)    All significant deficiencies and material
                     weaknesses in the design or operation of
                     internal control over financial reporting
                     which are reasonably likely to adversely
                     affect the registrant's ability to record,
                     process, summarize and report financial
                     information; and

               b)    Any fraud, whether or not material, that
                     involves management or other employees who
                     have a significant role in the registrant's
                     internal control over financial report.



                     By:   /s/   Henry J. Boucher, Jr.
                           Henry J. Boucher, Jr.
                           President

    Dated:   August 15, 2003



    EXHIBIT 99.X


                              CERTIFICATION

    I, Robert Laraia, Chief Financial Officer of Kaw Acquisition
    Corporation, certify that:

          1.   I have reviewed this quarterly report on Form
    10-Q of Kaw Acquisition Corporation;

          2.   Based on my knowledge, this 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 report;

          3.   Based on my knowledge, the financial statements,
    and other financial information included in this 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
    report;

          4.   The registrant's other certifying officer and I
    are responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules
    13a-15(e) and 15d-15(e)) for the registrant and we have:

          a)   Designed such disclosure controls and procedures,
               or caused such disclosure controls and procedures
               to be designed under our supervision, 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 report is being prepared;

          b)   Evaluated the effectiveness of the registrant's
               disclosure controls and procedures and presented
               in this report our conclusions about the
               effectiveness of the disclosure controls and
               procedures, as of the end of the period covered
               by this report based on such evaluation; and

          c)   Disclosed in this report any change in the
               registrant's internal control over financial
               reporting that occurred during the registrant's
               most recent fiscal quarter (the registrant's
               fourth fiscal quarter in the case of an annual
               report) that has materially affected, or is
               reasonably likely to materially affect, the
               registrant's internal control over financial
               report; and

          5.   The registrant's other certifying officer and I
    have disclosed, based on our most recent evaluation of
    internal control over financial reporting, to the
    registrant's auditors and to the audit committee of
    registrant's board of directors (or persons fulfilling the
    equivalent function):

               a)    All significant deficiencies and material
                     weaknesses in the design or operation of
                     internal control over financial reporting
                     which are reasonably likely to adversely
                     affect the registrant's ability to record,
                     process, summarize and report financial
                     information; and

               b)    Any fraud, whether or not material, that
                     involves management or other employees who
                     have a significant role in the registrant's
                     internal control over financial report.



                     By:   /s/   Robert Laraia
                           Robert Laraia
                           Chief Financial Officer

    Dated:   August 15, 2003