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 July 1, 2003, to September 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)


       (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 September 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)
                        SEPTEMBER 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)



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


                                                Deficit
                                               Accumulated
                                              through the
                            Common Stock        Develop-
                                       Paid in    ment
                     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 31,           --       --      --       (35)    (35)
   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
                   ----------------------------------------
   ----------

   Balance
   September 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)
                                     Ended Sept. 30,     to Sept. 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
                  Nine Months Ended September 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 nine-month
   period ended September 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 September 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
   September 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:   November 13, 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:   November 13, 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:   November 13, 2003