U.S. SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                                        FORM 10-QSB


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

     For the quarterly period ended November 30, 2002

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

     For the transition period from        to

                           Commission File No. 0-31343

                                 OZOLUTIONS INC.
        (Exact name of small business issuer as specified in its charter)

                Delaware                               98-0229321
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

         30 Denver Crescent, Suite 200, Toronto, Ontario, Canada M2J 1G8
                    (Address of principal executive offices)

                                 (416) 490-0254
                           (Issuer's telephone number)

                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the issuer was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes [ X ] No
[ ]

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports  required to be
filed by  Sections  12,  13,  or 15(d) of the  Exchange  Act  subsequent  to the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  At November 30, 2002,  there were
33,633,326 shares of common stock outstanding.


<PAGE>



                                   FORM 10-QSB
                                OZOLUTIONS, INC.

                                      INDEX
                                                                        Page

PART I.       Item 1. Financial Information                                3

              Independent Accountants' Report                              3

              Balance Sheets at November 30, 2002 (Unaudited)              4
                and August 31, 2002

              Statements of Changes in Stockholders' Equity (Deficit)      5
                for the Three Months Ended November 30, 2002
                and 2001 (Unaudited) and for the Year Ended
                August 31, 2002

              Statements of Operations for the Three Months                6
                Ended November 30, 2002 and 2001 (Unaudited)

              Statements of Cash Flows for the Three Months Ended          7
                November 30, 2002 and 2001 (Unaudited)

              Notes to Financial Statements                                8

              Item 2. Management's Discussion and Analysis or Plan of     12
                Operation

              Item 3. Controls and Procedures                             16

PART II.      Other Information                                           16

              Item 1. Legal Proceedings                                   16

              Item 2. Changes in Securities and Use of Proceeds           17

              Item 6. Exhibits and Reports on Form 8-K                    17

Signatures                                                                18

                                       2

<PAGE>


                                     Part I
                          Item 1. Financial Information

            INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors and Stockholders
Ozolutions Inc.
Toronto, Ontario Canada

     We have reviewed the  accompanying  balance  sheets of  Ozolutions  Inc. (A
Delaware  Corporation)  as of  November  30,  2002,  the related  statements  of
operations  for the three  months  ended  November  30,  2002 and 2001,  and the
statements of changes in  stockholders'  equity (deficit) and cash flows for the
three months ended November 30, 2002 and 2001.  These  financial  statements are
the responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial data and of making inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

     Based on our review,  we are not aware of any material  modifications  that
should  be  made  to  such  financial  statements  in  order  for  them to be in
conformity  with the  accounting  principles  generally  accepted  in the United
States of America.

     We have previously audited, in accordance with auditing standards generally
accepted in the United States of America,  the balance sheet of Ozolutions  Inc.
as of August 31, 2002 (presented herein),  and the related statements of changes
in stockholders' equity (deficit) (presented herein), operations, and cash flows
(not presented herein) for the year then ended; and in our report, dated October
18, 2002, we expressed an unqualified opinion on those financial statements.  In
our opinion,  the information set forth in the accompanying  balance sheet as of
August 31, 2002, and the related statement of stockholders' equity (deficit) for
the year then ended,  is fairly stated,  in all material  respects.  No auditing
procedures have been performed subsequent to the date of our report.

     The  accompanying   financial   statements  have  been  prepared   assuming
Ozolutions Inc. (A Delaware  Corporation)  will continue as a going concern.  As
discussed in Note E to the financial statements, the Company has incurred losses
that have resulted in a retained  deficit.  This  condition  raises  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans regarding this matter are described in Note E. The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
  January 3, 2003

                                       3

<PAGE>

OZOLUTIONS INC.
(A DELAWARE CORPORATION)
Toronto, Ontario Canada


BALANCE SHEETS
--------------------------------------------------------------------------------

                                                            (U.S. Dollars)

                                                      (Unaudited)
                                                      November 30,    August 31,
                                                          2002           2002
--------------------------------------------------------------------------------

ASSETS

Current Assets
Cash and Cash Equivalents                                $  28,207    $ 223,157
Accounts Receivable                                        258,339      137,543
Inventory                                                  201,752      167,370
Prepaid Expenses                                            48,619       98,500
--------------------------------------------------------------------------------

Total Current Assets                                       536,917      626,570

Other Assets
Marketing Rights, Net of Accumulated Amortization          185,941      200,815
Deposits                                                    32,532       32,532
--------------------------------------------------------------------------------

Total Assets                                             $ 755,390    $ 859,917
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable                                         $  22,666     $  7,117
Due to Director                                              8,701       14,956
Due to Stockholders                                             --        4,811
--------------------------------------------------------------------------------

Total Current Liabilities                                   31,367       26,884
--------------------------------------------------------------------------------

Stockholders' Equity
Common Stock:  $.001 Par; 50,000,000 Shares
Authorized;
                           33,633,326 and 33,333,326
Issued and Outstanding                                      33,633       33,333
Additional Paid-In Capital                               1,832,216    1,817,516

Accumulated Deficit                                     (1,141,826)  (1,017,816)
--------------------------------------------------------------------------------

Total Stockholders' Equity                                 724,023      833,033
--------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity               $ 755,390    $ 859,917
================================================================================

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

                                    4

<PAGE>

OZOLUTIONS INC.
(A DELAWARE CORPORATION)
Toronto, Ontario Canada
<TABLE>
<CAPTION>

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THREE MONTHS ENDED NOVEMBER 30, 2002 AND 2001 AND FOR
  THE YEAR ENDED AUGUST 31, 2002
-----------------------------------------------------------------------------------------------------------------------
                                                                             (U.S. Dollars)

                                                                                                                Total
                                                                            Additional                       Stockholders'
                                                     Number       Common     Paid-In      Accumulated           Equity
                                                   of Shares      Stock      Capital        Deficit           (Deficit)
-----------------------------------------------------------------------------------------------------------------------


<S>                                                <C>           <C>         <C>           <C>               <C>
Balance - August 31, 2001                          19,799,133    $ 19,799    $ 238,496     $ (631,394)       $(373,099)

Consulting Services Contributed by
  Officers/Directors/Consultants                           --          --        6,000             --            6,000

Shares Issued under Stock Purchase Agreement          201,900         202       95,057             --           95,259

Capital Contribution - Interest Expense                    --          --        2,892             --            2,892


Net Loss (Unaudited)                                       --          --           --        (72,889)         (72,889)
-----------------------------------------------------------------------------------------------------------------------


Balance - November 30, 2001 (Unaudited)            20,001,033      20,001      342,445       (704,283)        (341,837)

Shares Issued and Stock Options Granted as
  Consideration for Acquisition of Marketing
  Rights                                               25,000          25      237,975             --          238,000

Consulting Services Paid by Shareholders
  on Behalf of the Corporation                             --          --      135,000             --          135,000

Shares Issued to Consultants in Exchange for
  Services                                          1,300,000       1,300      148,700             --          150,000

Shares Issued under Stock Purchase Agreement       12,007,293      12,007      923,343             --          935,350

Cash Contribution of Capital                               --          --       13,217             --           13,217

Stock Options Granted - Compensation for Services
  Rendered                                                 --          --       11,750             --           11,750

Capital Contribution - Interest Expense                    --          --        5,086             --            5,086

Net Loss for the Period (Unaudited)                        --          --           --       (313,533)        (313,533)

-----------------------------------------------------------------------------------------------------------------------
Balance - August 31, 2002                          33,333,326      33,333    1,817,516     (1,017,816)         833,033

Shares Issued to Consultants in Exchange for
  Services                                            300,000         300       14,700             --           15,000

Net Loss for the Period (Unaudited)                        --          --           --       (124,010)        (124,010)
-----------------------------------------------------------------------------------------------------------------------

Balance - November 30, 2002 (Unaudited)            33,633,326    $ 33,633   $1,832,216    $(1,141,826)       $ 724,023
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                    5

<PAGE>

OZOLUTIONS INC.
(A DELAWARE CORPORATION)
Toronto, Ontario Canada


STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

                                                            (U.S. Dollars)

                                                       (Unaudited)   (Unaudited)
Three Months Ended November 30,                               2002          2001
--------------------------------------------------------------------------------

Revenues, Net                                           $  112,460      $    --

Cost of Goods Sold                                          85,139           --
--------------------------------------------------------------------------------

Gross Profit                                                27,321           --
--------------------------------------------------------------------------------

Expenses
Consulting Fees                                             82,340       44,704
Marketing, Including Amortization of
Marketing Rights                                            14,874       20,758
General and Administrative                                  54,117        4,535
Interest Expense                                                --        2,892
--------------------------------------------------------------------------------

Total Expenses                                             151,331       72,889
--------------------------------------------------------------------------------


Loss Before Provision for Taxes                           (124,010)     (72,889)

Provision for Taxes                                             --           --
--------------------------------------------------------------------------------

Net Loss for the Period                                  $(124,010)    $(72,889)
================================================================================

Weighted Average Number of
  Common Shares Outstanding -
  Basic and Diluted                                     33,498,161   19,846,452

Loss Per Common Share -
  Basic and Diluted                                      $    0.00    $    0.00
================================================================================

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

                                    6

<PAGE>

OZOLUTIONS INC.
(A DELAWARE CORPORATION)
Toronto, Ontario Canada


STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

                                                             (U.S. Dollars)

                                                        (Unaudited)  (Unaudited)
Three Months Ended November 30,                               2002         2001
--------------------------------------------------------------------------------

Cash Flows from Operating Activities


Net Loss for the Period                                 $(124,010)     $(72,889)

Non-Cash Adjustments:
Amortization of Marketing Rights                            14,874       39,371
Contributed Services                                            --        6,000
Shares Issued to Consultants                                15,000           --
Interest on Loans                                               --        2,892

Changes in Assets and Liabilities:
Accounts Receivable                                       (120,796)          --
Inventory                                                  (34,382)          --
Prepaid Expenses                                            49,881       (1,299)
Deposits                                                        --       (2,200)
Accounts Payable                                            15,549       16,938
--------------------------------------------------------------------------------

Net Cash Flows from Operating Activities                  (183,884)     (11,187)
--------------------------------------------------------------------------------

Cash Flows from Financing Activities
Due to Director                                             (6,255)        (341)
Due to Stockholders                                         (4,811)     (30,550)
Proceeds from Stock Purchase Agreement                          --       95,259
--------------------------------------------------------------------------------

Net Cash Flows from Financing Activities                   (11,066)      64,368
--------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                   (194,950)      53,181

Cash and Cash Equivalents - Beginning of Period            223,157           --
--------------------------------------------------------------------------------

Cash and Cash Equivalents - End of Period                 $ 28,207     $ 53,181
================================================================================

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

                                    7

<PAGE>

OZOLUTIONS INC.
(A Delaware Corporation)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note A -  Basis of Presentation
          The condensed financial  statements of Ozolutions Inc. (the "Company")
          included  herein have been  prepared by the  Company,  without  audit,
          pursuant to the rules and  regulations  of the Securities and Exchange
          Commission (the "SEC").  Certain information and footnote  disclosures
          normally included in financial statements prepared in conjunction with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted pursuant to such rules and  regulations,  although the Company
          believes  that the  disclosures  are adequate to make the  information
          presented not misleading.  These condensed financial statements should
          be read in conjunction  with the annual audited  financial  statements
          and the notes thereto included in the Company's Form 10-KSB, and other
          reports filed with the SEC.

          The accompanying  unaudited interim financial  statements  reflect all
          adjustments of a normal and recurring nature which are, in the opinion
          of  management,  necessary to present  fairly the financial  position,
          results of  operations  and cash flows of the  Company for the interim
          periods presented. The results of operations for these periods are not
          necessarily  comparable  to, or  indicative  of,  results of any other
          interim  period of or for the fiscal  year  taken as a whole.  Factors
          that affect the  comparability of financial data from year to year and
          for  comparable   interim  periods  include   non-recurring   expenses
          associated  with the  Company's  costs  incurred to raise  capital and
          stock options and awards.  Certain  financial  information that is not
          required for interim financial reporting purposes has been omitted.

Note B -  Marketing Rights
          ELCE International Inc.
          The Company purchased the exclusive marketing rights to distribute the
          water  activator  products of "ELCE  International  Inc."  ("ELCE") in
          Canada  from ELCE  International  Inc.  The  acquisition  occurred  on
          January 15, 2002 in which Ozolutions Inc. received the rights to begin
          distributing  the products of ELCE  International  Inc. For the rights
          received,  the Company issued 25,000  restricted  shares of Ozolutions
          Inc.  common  stock and granted  options to purchase  500,0000  common
          shares at $0.50 per share.  The options  expire in February  2004. The
          contract for the Canada  territory is being  amortized over the useful
          life of four years which  represents the contractual  term of one year
          plus three automatic renewal extensions of one year each.

          The  agreement  is for one-year  with an  automatic  renewal for three
          additional  years if all terms of the  agreement are  fulfilled.  Such
          terms require the purchase of a minimum of 75 units every three months
          for  the  first  year  with a 30%  increase  in the  minimum  purchase
          commitment  amount each year.  In  addition,  the Company  must hire a
          technician,  appointed  by ELCE,  for one year  for  training  Company
          personnel.  Monthly salary,  lodging,  and incidental  expenses of the
          technician are the responsibility of the Company.


                                                                   - continued -
                                       8

<PAGE>

OZOLUTIONS INC.
(A Delaware Corporation)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note B -  Marketing Rights - continued
          The Company acquired the exclusive  marketing rights to distribute the
          water activator  products of "ELCE  International  Inc." in Costa Rica
          from ELCE International Inc. The acquisition occurred on March 1, 2002
          in which Ozolutions Inc. received the rights to begin distributing the
          products of ELCE  International  Inc.  The Company was not required to
          pay anything for this agreement.

          The  agreement is for a one-year  term with an  automatic  renewal for
          three  additional  years if all terms of the agreement are  fulfilled.
          Such terms  require the purchase of a minimum of ten units every month
          for  the  first  year  with a 30%  increase  in the  minimum  purchase
          commitment  amount each year.  The Company is in  compliance  with all
          terms of the agreement as of November 30, 2002.

Note C -  Consulting and Advisory Agreements
          On June 5, 2001, the Company entered into advisory agreements with the
          firms of David Michael LLC and Feng Shui Consulting,  Inc. The purpose
          of the advisory  agreements was to assist the Company in effecting the
          purchase of businesses and assets  relative to its business and growth
          strategy,  acquisition  of other  operations  or  businesses,  general
          business and financial consulting, and the introduction of the Company
          to public  relations  firms and consultants and others that may assist
          the  Company  in its  plans.  For  the  services  described  in  their
          respective  agreements,  each  of  the  advisors  were  to  be  issued
          restricted  shares of  Ozolutions  Inc.  common stock on the following
          schedule:  June 5, 2001 - 400,000 shares;  September 5, 2001 - 200,000
          shares;  December  5, 2001 - 200,000  shares;  March 5, 2002 - 150,000
          shares.  The agreements  were  subsequently  cancelled on February 19,
          2002.  On June 5,  2001,  400,000  shares  were  issued to each of the
          firms.  The  Company  charged  operations  in  2001 in the  amount  of
          $128,000 for the fair value of the services rendered.  A fair value of
          the common stock  awarded  could not be  determined at the date of the
          award, as the stock had not begun trading.  No additional  shares will
          be issued.

          In June 2002, David Michael LLC and Feng Shui Consulting, Inc. filed a
          suit  against the Company for breach of contract  for failure to issue
          additional  shares of common stock under the  agreements.  The Company
          filed  a  counter  claim  and  third  party   complaint   denying  the
          substantive  allegations  of the  complaint  and  asserting  breach of
          contract  and fraud in  connection  with the  transaction.  Management
          believes the suit is without  merit and intends to  vigorously  defend
          its position.  Management  does not believe the range of loss, if any,
          cannot be reasonably estimated at this time. Accordingly, no provision
          for possible loss has been made in these financial statements.

                                                                   - continued -
                                       9

<PAGE>


OZOLUTIONS INC.
(A Delaware Corporation)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note C -  Consulting and Advisory Agreements - continued
          On January 11, 2002, the Company  entered into a financial  consulting
          and investment banking agreement with Chapman, Spira & Carson LLC. The
          purpose  of the  agreement  is to  assist  the  Company  with  general
          business and financial consulting and obtain equity and debt financing
          up to $2 million on terms  agreeable to the Company.  Upon the receipt
          of  the  initial   financing   proceeds,   the  Company   will  pay  a
          non-refundable   retainer  fee  of  $25,000  and  will  issue  200,000
          restricted shares of Ozolutions,  Inc. common stock. In addition,  the
          Company  will then begin to pay $5,000  per month for  consulting  and
          service  fees for the  subsequent  24 months.  The Company  will pay a
          commission of 7 1/2% on any subsequent  financing  arrangements and is
          obligated to issue an additional 1,000,000 shares of Ozolutions,  Inc.
          common stock upon completion of the full $2 million  financing.  As of
          May 31, 2002, the Company had paid $3,000 of the $25,000  retainer fee
          in advance. In June 2002,  Chapman,  Spira & Carson LLC cancelled this
          agreement.

          In  June  2002,  Chapman,  Spira  &  Carson  LLC  made  a  demand  for
          arbitration through the American  Arbitration  Association as provided
          in the agreement claiming $50,000 in fees, plus nine percent interest,
          and 200,000 shares of the Company's common stock.  Management believes
          the suit is  without  merit  and  intends  to  vigorously  defend  its
          position. Due to uncertainties in the arbitration process,  management
          is  unable  to  estimate  the  potential  financial  impact  of  these
          proceedings. Accordingly, no provision for possible loss has been made
          in these financial statements.

          On November 18, 2002, the Company had an arbitration hearing regarding
          the Chapman,  Spira & LLC.  Issue.  At this time,  the judge sent both
          parties back to prepare additional  information.  Such information was
          presented  on  December  18,  2002.  Due  to   uncertainties   in  the
          arbitration  process,  management  is unable to estimate the potential
          financial impact of these proceedings.  Accordingly,  no provision for
          possible loss has been made in these financial statements.

          In October 2002, the Company entered into a consulting  agreement with
          de Bruyne Ivo. The purpose of this  agreement  is to provide  investor
          relations  services  and  increase  exposure  of  the  Company  in the
          investing  community.  The  agreement  is for  six  months  commencing
          October 14, 2002. In exchange for these  services,  the Company issued
          300,000 restricted shares of Ozolutions Inc. common stock. The Company
          has charged operations for $5,000 during the first quarter of 2003 for
          the fair value of services rendered, recorded $10,000 as a prepaid for
          the fair  value of  future  services,  and  charged  common  stock and
          additional paid in capital for $300 and $14,700, respectively.

                                       10

<PAGE>


OZOLUTIONS INC.
(A Delaware Corporation)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note D -  Proposed Acquisitions
          In May 2002,  the  Company  signed a letter of intent to  acquire  the
          assets of Electrical  Systems in  Engineering  ("ESE") and 100% of the
          outstanding  common and preferred  shares of Specdex Inc. As proposed,
          the Company will pay  approximately  $1,500,000 in cash to acquire the
          assets of ESE and, following acquisition of the ESE assets, Ozolutions
          will  issue  4,536,500   restricted   common  shares  to  acquire  all
          outstanding common and preferred shares of Specdex,  Inc. Specdex Inc.
          will become a wholly owned  subsidiary  of the  Company,  with Specdex
          Inc. fully  responsible for managing the ESE division.  If the Specdex
          Inc. acquisition is not completed,  the ESE acquisition will revert to
          Specdex Inc. Upon completion of the Specdex Inc.  acquisition,  Patent
          #P190-1 APP  3-60/307,  896  (Business  Process  Modeling of Wholesale
          Procurement),  whose  rights are held by William  A.  Hurley,  will be
          assigned to Specdex Inc. and subsequently  assigned to Ozolutions Inc.
          upon  completion  of certain  compensation  to  William  A.  Hurley by
          Specdex Inc.  covered by an existing  agreement.  Completion  of these
          transactions  is  subject  to a number  of  contingencies,  including,
          completion   of  due  diligence   review  of  the  parties   involved,
          negotiation  of  definitive   agreements  between  the  parties,   and
          arranging for the financing  required to pay the consideration for the
          companies and assets to be acquired.

Note E -  Going Concern
          The Company's  financial  statements  have been presented on the basis
          that it is a going  concern,  which  contemplates  the  realization of
          assets and the  satisfaction  of  liabilities  in the normal course of
          business.  The Company  has  reported  net losses of $124,010  through
          November 30, 2002.  As a result,  there is an  accumulated  deficit of
          $1,141,826 at November 30, 2002.

          The  Company's  continued  existence is dependent  upon its ability to
          raise capital or to  successfully  market and sell its  products.  The
          financial  statements  do not  include any  adjustments  that might be
          necessary should the Company be unable to continue as a going concern.

Note F -  Subsequent Events
          In December  2002,  the  agreement  with ELCE  International,  Inc. in
          Canada was  verbally  amended to waive the  purchase of any units from
          December 1, 2002 through  February 28, 2003.  Beginning March 1, 2003,
          the Company will be required to purchase 105 units every three months.
          All other terms of the agreement remain in place.

          In  December  2002,  the  Company  did  not  reach  monthly   purchase
          commitments with ELCE  International  Inc. in Costa Rica. As a result,
          the Company lost the  exclusive  marketing  rights to  distribute  the
          water  activator  products in Costa Rica. In addition,  the previously
          agreed upon distributor's discount on purchases was decreased from 40%
          to 30%.


                                       11

<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

General

     Ozolutions  is  an   international   marketer  and   distributor  of  water
purification systems using ozone and water activator technology.  The markets we
are primarily targeting are Mexico; the Caribbean zone,  including Panama, Costa
Rica, and Jamaica; El Salvador; Ecuador; Peru; and Canada.

Ozone Technology

     In April 2002,  Ozolutions  purchased  the  exclusive  marketing  rights to
Hankin Atlas Ozone Systems,  Ltd.  ("Hankin")  products for certain  territories
from Hankin for $50,000 cash.

     We have orders for 25 EntrOzone  units,  but Hankin has delayed delivery of
the water  treatment  units because of design and  development  work believed by
Hankin to be  required by  environmental  regulatory  emphasis on  multi-barrier
treatment systems. The EntrOzone unit now includes ozone treatment, ultra violet
treatment,  and a filtration system, which combined offer protection against the
widest possible range of contaminants.  Delivery of initial  production units is
now expected in the first quarter of 2003.

     In  August  2002,  the  President  of  Hankin  made a number  of  technical
presentations to public and private water authorities in Costa Rica resulting in
several large dollar ozone based water  treatment  systems  proposals  currently
under consideration. A significant Hankin/Ozolutions proposal is also pending in
El Salvador.

Water-activated Technology

     In  August  2001,  we  acquired  non-exclusive  distribution  rights  to an
activated water system from ELCE  International Inc. ("ELCE") for Mexico and the
Caribbean  Markets including Panama,  Costa Rica,  Ecuador and Jamaica.  No fees
were paid for these rights.

     In January 2002, we acquired the exclusive  marketing  rights to distribute
the  water-activated  products  of ELCE in Canada  from ELCE.  We issued  25,000
restricted  common shares and granted options to purchase  500,000 common shares
at $0.50 per share that expire in February  2004. The agreement was for one year
with an  automatic  renewal  for  three  additional  years  if all  terms of the
agreement are fulfilled.  In March 2002, we obtained exclusive  marketing rights
for Costa Rica from ELCE. We were not required to pay monetary consideration for
this agreement. We are required to purchase a minimum of 75 ELCE units in Canada
and 30 ELCE units in Costa Rica per  quarter for this  exclusivity.  We have met
these minimum purchase requirements through November 30, 2002.

     In December 2002, the agreement with ELCE for the Canadian marketing rights
was verbally  amended to waive the  purchase of any units from  December 1, 2002
through February 28, 2003. Beginning March 1, 2003,  Ozolutions will be required
to  purchase  105 units  every three  months.  All other terms of the  agreement
remain in place. The agreement was renewed in January 2003 for the first year of
the three year renewal term.

     In December 2002,  Ozolutions did not meet its purchase commitments related
to the  agreement  with ELCE for Costa Rica.  Ozolutions  therefore has lost its
exclusivity  in  Costa  Rica  and the  agreed  upon  distributor's  discount  on
purchases was decreased from 40% to 30%.

                                       12

<PAGE>


     We have  successfully  conducted  ELCE  shrimp  larvae  and algae  tests in
Panama.  In Peru, we will be installing  ELCE units in ships and factories  that
service  the  fishmeal  industry.  Once  further  tests  have been  successfully
completed,  we  believe  shrimp  and  fishmeal  operations  in  Panama  and Peru
represent  major sales  opportunities.  We will also be installing,  through our
Peruvian  agent,   ELCE  units  in  medical   clinics,   hospitals  and  various
agricultural sites.

     Through our Canadian West Coast agent,  ELCE units are being  installed for
use in connection  with certain fish industry  operations.  Tree seedlings being
grown  for  reforestation  projects  will  soon be  evaluated  to  determine  if
activated  water can produce larger and healthier  seedlings in a shorter period
of time.

     In  Ontario,  ELCE  units  are  being  installed  in a  large  boiler  in a
recreation  facility,  boilers and cooling towers in hospitals and in dairy farm
operations where we expect to improve milk production.

Business Consulting Agreements

     In March 2002,  Ozolutions entered into a strategic business consulting and
marketing  services  agreement with Monique Del Medico in Canada. The purpose of
the agreement is to assist Ozolutions with marketing,  distribution, and product
promotion strategies with industrial,  commercial,  and institutional customers.
The  agreement is for nine  months,  commencing  on April 1, 2002.  In May 2002,
Ozolutions  issued  700,000  shares of its  common  stock to Ms.  Del  Medico as
compensation  for her  services  valued at $90,000.  The shares were  registered
under the Securities Act of 1933 under Form S-8.

     In July 2002,  Ozolutions entered into a strategic business  consulting and
marketing services agreement with Adriana Quiras Solis in the United States. The
purpose of the agreement is to assist  Ozolutions with marketing,  distribution,
and product promotion strategies with industrial,  commercial, and institutional
customers.  The agreement is for six months,  commencing  July 15, 2002. In July
2002,  Ozolutions  issued  600,000  shares of its common  stock to Mr.  Solis as
compensation  for his  services  valued at $60,000.  The shares were  registered
under the Securities Act of 1933 under Form S-8.

     In October 2002,  Ozolutions  entered into a consulting  agreement  with de
Bruyne  Ivo.  The  purpose of the  agreement  is to provide  investor  relations
services and increase  exposure of Ozolutions in the  investing  community.  The
agreement is for six months,  commencing  on October 14, 2002.  In October 2002,
Ozolutions  issued 300,000  restricted  shares of its common stock to Mr. Ivo as
compensation for his services valued at $15,000.

Proposed Acquisition

     On May 22, 2002, Ozolutions signed a letter of intent to acquire the assets
of Electrical Systems Engineering ("ESE") and 100% of the outstanding common and
preferred shares of Specdex Inc. As proposed,  Ozolutions will pay approximately
$1,500,000 in cash to acquire the assets of ESE and,  following  acquisition  of
the ESE assets,  Ozolutions  will issue  4,536,500  restricted  common shares to
acquire all outstanding common and preferred shares of Specdex Inc. Specdex Inc.
will become a wholly owned  subsidiary of  Ozolutions,  with Specdex Inc.  fully
responsible  for managing the ESE division.  If the Specdex Inc.  acquisition is
not completed,  the ESE acquisition  will revert to Specdex Inc. Upon completion
of the Specdex  Inc.  acquisition,  Patent  #P190-1 APP  3-60/307,896  (Business
Process Modeling of Wholesale Procurement),  whose rights are held by William A.
Hurley, will be assigned to Specdex Inc. and subsequently assigned to Ozolutions
Inc.  upon  completion of certain  compensation  to William A. Hurley by Specdex
Inc.  covered by an existing  agreement.  Completion  of these  transactions  is
subject to a number of  contingencies,  including,  completion  of due diligence
review of the parties involved, negotiation of definitive agreements between the

                                       13

<PAGE>

parties,  and arranging for the financing  required to pay the consideration for
the  companies  and  assets to be  acquired.  Ozolutions  has not  obtained  any
commitments to provide the financing necessary for the acquisition. Should we be
unable to obtain the required financing,  we may be forced to abandon the letter
of intent and the proposed acquisition.

Results of  Operations  for the quarter  ended  November  30,  2002  compared to
November 30, 2001.

     For the quarter ended November 30, 2002,  Ozolutions  recorded  revenues in
the amount of $112,000  for the sale of ELCE  products.  Ozolutions  first sales
were recorded in the third quarter of fiscal 2002.

     Cost of goods sold for the  quarter  ended  November  30,  2002 was $85,000
related to the sale of ELCE products.

     Expenses  for the quarter  ended  November  30, 2002  increased  $78,000 to
$151,000 from $73,000 for the quarter ended November 30, 2001. This increase was
mainly  due to an  increase  in  consulting  fees  of  $37,000  attributable  to
consulting agreements we implemented to promote product sales and Ozolutions. In
addition, expenses were incurred for an ELCE technical expert as required in our
agreement.  In addition,  general and administrative  expenses increased $49,000
mainly due to an increase in legal fees incurred related to the pending lawsuits
and arbitration.

     The net loss for the quarter ended  November 30, 2002  increased by $51,000
to $124,000  from  $73,000 for the quarter  ended  November  30, 2001 due to the
factors discussed above.

Liquidity and Capital Resources

     Until Ozolutions  receives  adequate outside  financing to fund its capital
commitments,  its operations will be limited to those that can be effected under
through its  officers,  directors and  consultants.  These persons have verbally
agreed to defer payment of compensation  from Ozolutions until revenue generated
from sales of product and financing  from outside  sources  provides  sufficient
working capital to fund operations and payment of their  compensation.  There is
no written or fixed  obligation to make advances,  so there is no assurance that
Ozolutions will have the capital  resources to fund its operations over the next
12 months.

     Under  distribution  agreements  with  Hankin,  product  will be shipped by
Hankin  against  purchase  orders we place  either  directly  to the end user or
dealers.  Accordingly,  we do not require any significant  amount of capital for
Hankin inventory or facilities required to maintain and distribute inventory.

     We plan to keep ELCE purchases to the minimum required under our agreement.
We have  arranged for a warehouse  facility to store the ELCE  inventory at $325
per month.

     As  discussed  below  under  the  caption  "Item  1.  Legal   Proceedings,"
Ozolutions is a party to two disputes.  Management  cannot  predict at this time
whether  Ozolutions  will  incur  any  liability  as  a  result  of  an  adverse
determination or ruling in these disputes. Should Ozolutions incur a substantial
liability  as a result  of these  disputes,  it is  likely  Ozolutions'  working
capital  would be  adversely  affected,  which  could cause  Ozolutions  to seek
outside  financing to improve its working  capital  position.  We cannot predict
whether   financing  would  be  available  on  acceptable   terms  should  these
circumstances arise.

     Ozolutions believes its general, selling and administrative expenses during
the next twelve months will be approximately $300,000, of which $150,000 will be
used for marketing and sales expenses including:

                                       14

<PAGE>


     *    production of printed sales and marketing materials;

     *    advertising, promotion and trade show participation;

     *    travel  expenses   associated  with  advancing  current  and  proposed
          projects in Mexico and the Caribbean Zone; and

     *    travel  expenses   associated  with  establishing  an  Ontario  dealer
          network.

     The  remaining  $100,000 is the estimated  cost of clerical and  management
staff and facilities required to operate over the next year.

     Currently,  Ozolutions  has  approximately  $28,000 in cash and $258,000 in
receivables.  Management  believes  that these  resources,  together  with funds
generated  internally from product sales,  will be sufficient to fund operations
for the  next  twelve  months.  Nevertheless,  we  expect  to  pursue  financing
opportunities  that  might  arise  during  the year in order to make  additional
capital available for expanding our business.

Application of Critical Accounting Policies

     Ozolution's  financial  statements and  accompanying  notes are prepared in
accordance with generally accepted  accounting  principles in the United States.
Preparing  financial  statements  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenue,
and expenses.  These  estimates  and  assumptions  are affected by  management's
application of accounting policies.  Critical accounting policies for Ozolutions
include revenue  recognition,  impairment of marketing rights and accounting for
legal contingencies.

     Ozolutions  recognizes revenue in accordance with Staff Accounting Bulletin
No.101,  "Revenue Recognition in Financial  Statements." Sales are recorded when
products  are shipped to  customers.  Provisions  for  discounts  and rebates to
customers,  estimated  returns and allowances and other adjustments are provided
for in the same period the related sales are recorded.

     Ozolutions  evaluates its long-lived  assets for financial  impairment on a
regular basis in accordance with Statement of Financial Accounting Standards No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of." Ozolutions evaluates the recoverability of long-lived
assets not held for sale by measuring the carrying  amount of the assets against
the estimated  discounted  future cash flows  associated  with them. At the time
such  evaluations  indicate  that the  future  discounted  cash flows of certain
long-lived  assets are not  sufficient  to recover  the  carrying  value of such
assets, the assets are adjusted to their fair values.

     Ozolutions is subject to various legal proceedings and claims, the outcomes
of  which  are  subject  to  significant  uncertainty.  Statement  of  Financial
Accounting  Standards No. 5,  "Accounting for  Contingencies",  requires that an
estimated loss from a loss  contingency  should be accrued by a charge to income
if it is  probable  that an asset  has been  impaired  or a  liability  has been
incurred and the amount of the loss can be reasonably estimated. Disclosure of a
contingency  is required if there is at least a  reasonable  possibility  that a
loss has been incurred. Ozolutions evaluates, among other factors, the degree of
probability  of an  unfavorable  outcome  and the  ability to make a  reasonable
estimate of the amount of loss. Changes in these factors could materially impact
Ozolutions financial position or its results of operations.

                                       15

<PAGE>

Forward-Looking Statements

     All  statements,  other than statements of historical  fact,  which address
activities,  actions,  goals,  prospects,  or new  developments  that Ozolutions
expects or anticipates will or may occur in the future, including such things as
expansion   and  growth  of  its   operations   and  other  such   matters   are
forward-looking statements. Any one or a combination of factors could materially
affect  Ozolutions'  operations and financial  condition.  These factors include
competitive  pressures,  success or failure of  marketing  programs,  changes in
pricing and  availability  of products,  and conditions in the capital  markets.
Forward-looking  statements  made by  Ozolutions  are based on  knowledge of its
business and the environment in which it operates as of the date of this report.
Because  of the  factors  listed  above,  as well as other  factors  beyond  its
control, actual results may differ from those in the forward-looking statements.

Item 3.  Controls and Procedures

     With the  participation of management,  Ozolutions' chief executive officer
and chief  financial  officer  evaluated  Ozolutions'  disclosure  controls  and
procedures on November 30, 2002. Based on this  evaluation,  the chief executive
officer and the chief financial officer  concluded that the disclosure  controls
and  procedures  are  effective in  connection  with  Ozolutions'  filing of its
quarterly  report on Form 10-QSB for the  quarterly  period  ended  November 30,
2002.

     Subsequent  to November 30,  2002,  through the date of this filing of Form
10-QSB for the  quarterly  period ended  November  30, 2002,  there have been no
significant  changes in Ozolutions'  internal  controls or in other factors that
could   significantly   affect  these   controls,   including  any   significant
deficiencies  or material  weaknesses  of internal  controls  that would require
corrective action.

                                 PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     On June 5, 2001, Ozolutions entered into advisory agreements with the firms
of David  Michael,  LLC,  and Feng Shui  Consulting,  Inc.  The  purpose  of the
advisory  agreements  was to assist  Ozolutions  in  effecting  the  purchase of
businesses and assets relative to its business and growth strategy,  acquisition
of other operations or businesses,  general  business and financial  consulting,
and the introduction of Ozolutions to public relations firms and consultants and
others that may assist  Ozolutions in its plans.  For the services  described in
their respective  agreements,  the advisors were to receive shares of Ozolutions
common stock on the following schedule:  June 5, 2001 - 400,000 shares; November
5, 2001 - 200,000  shares;  December 5, 2001 - 200,000  shares;  March 5, 2002 -
150,000 shares. Pursuant to this schedule, 400,000 shares were issued to each of
the consulting  firms.  The agreements  were cancelled by Ozolutions on November
26, 2001,  and  subsequently  efforts were made to  renegotiate  the  agreements
without  success.  In June 2002,  David Michael,  LLC, and Feng Shui Consulting,
Inc.,  filed a suit in Federal  District  Court,  District of Utah,  case number
2:02CV-0538  ST, against  Ozolutions for breach of contract for failure to issue
additional  shares of common  stock under the  agreements.  Ozolutions  filed an
answer,  counter  claims,  and third party  complaint  denying  the  substantive
allegations  of the  complaint  and  asserting  breach of contract  and fraud in
connection  with  the  transaction.  The  parties  are now  pursuing  discovery.
Management  believes the suit is without merit and intends to vigorously  defend
its  position.  Management  does not believe the range of loss,  if any,  can be
reasonably estimated at this time.

     On January 11, 2002,  Ozolutions  entered into a financial  consulting  and
investment  banking  agreement with Chapman,  Spira & Carson LLC. The purpose of
the  agreement  was to assist  Ozolutions  with general  business and  financial
consulting  and  obtain  equity  and debt  financing  up to $2  million on terms
agreeable  to  Ozolutions.  Ozolutions  believes  that  under  the  terms of the

                                       16

<PAGE>

agreement it was obligated to pay a  non-refundable  retainer fee of $25,000 and
issue 200,000  shares of  Ozolutions  common stock on the receipt of the initial
financing proceeds.  In addition,  Ozolutions would then become obligated to pay
$5,000 per month for  consulting  and service fees for the subsequent 24 months.
Finally,  the agreement provides that Ozolutions would pay a commission of 7 1/2
percent on any subsequent financing arrangements and would be obligated to issue
an additional 1,000,000 shares of Ozolutions common stock upon completion of the
full $2 million financing.  As of February 28, 2002,  Ozolutions had paid $3,000
of the $25,000  retainer fee in advance.  In May 2002,  Chapman,  Spira & Carson
made a claim that $30,000 was then due under the agreement, even though no funds
had been raised for  Ozolutions.  In June 2002,  Chapman,  Spira & Carson made a
demand for arbitration through the American Arbitration  Association as provided
in the  agreement  claiming  $50,000 in fees,  plus nine percent  interest,  and
200,000  shares of  Ozolutions  common stock.  In November  2002 an  arbitration
hearing was held on the matter.  The arbitrator  requested both parties  prepare
additional information,  which was submitted to the arbitrator in December 2002.
Management  believes the claim is without merit and intends to vigorously defend
its position.  Due to  uncertainties in the arbitration  process,  management is
unable to estimate the potential financial impact of these proceedings.

Item 2.  Changes in Securities and Use of Proceeds

     On October 11, 2002, Ozolutions entered into a consulting agreement with de
Beuyne Ivo to provide investor relations  consulting  services.  Pursuant to the
terms of the agreement,  Ozolutions  issued to de Beuyne Ivo as compensation for
its services  300,000 shares of Ozolutions  common stock valued at $15,000.  The
shares were issued in reliance on the exclusion from  registration  set forth in
Regulation S promulgated  under the Securities Act of 1933, and are  "restricted
securities"  as defined in Rule 144. No commission  was paid in connection  with
the transaction.

     On  October  15,  2002,  Ozolutions  agreed  to  engage  Cybertek  Capital
Management Inc., to provide certain marketing services for Ozolutions' products.
As partial  consideration  under the engagement,  Ozolutions granted to Cybertek
Capital  Management an option to purchase  2,000,000 shares of Ozolutions common
stock that vests at the rate of ten  percent  per  calendar  quarter  commencing
November  1, 2002.  The  option is  exercisable  at $0.50 per share and  expires
October  15,  2007.  The option was issued in  reliance  on the  exclusion  from
registration  set forth in Regulation S promulgated  under the Securities Act of
1933. No commission was paid in connection with the transaction.

Item 6.  Exhibits and Reports on Form 8-K

Exhibits:  None

Reports on Form 8-K:  None


                                       17

<PAGE>

                                   SIGNATURES

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

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

                                    OZOLUTIONS, INC.


Date: January 14, 2003        By: /s/ Max Weissengruber, Chief Executive Officer


Date: January 14, 2003        By: /s/ James A. Clemenger, Chief Financial
                                      and Accounting Officer

    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                 Section 906 of the Sarbanes-Oxley Act of 2002.

     In connection with the Quarterly  Report of Ozolutions Inc. (the "Company")
on Form  10-QSB  for the  period  ending  November  30,  2002 as filed  with the
Securities  and Exchange  Commission on the date hereof (the  "Report"),  I, Max
Weissengruber,  Chief Executive  Officer of the Company,  certify pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002,  that:  (1) The Report  fully  complies  with the  requirements  of
Section  13(a) or  15(d) of the  Securities  Exchange  Act of 1934;  and (2) The
information  contained in the Report fairly presents,  in all material respects,
the financial condition and results of operations of the Company.


Date: January 14, 2003        By: /s/ Max Weissengruber, Chief Executive Officer

     In connection with the Quarterly  Report of Ozolutions Inc. (the "Company")
on Form  10-QSB  for the  period  ending  November  30,  2002 as filed  with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, James
A. Clemenger,  Chief Financial  Officer of the Company,  certify  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002,  that:  (1) The Report  fully  complies  with the  requirements  of
Section  13(a) or  15(d) of the  Securities  Exchange  Act of 1934;  and (2) The
information  contained in the Report fairly presents,  in all material respects,
the financial condition and results of operations of the Company.


Date: January 14, 2003       By: /s/ James A. Clemenger, Chief Financial Officer

                                       18

<PAGE>

                                       CERTIFICATION

I, Max Weissengruber, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Ozolutions Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: January 14, 2003        By: /s/ Max Weissengruber, Chief Executive Officer

                                       19

<PAGE>

                                  CERTIFICATION

I, James A. Clemenger, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Ozolutions Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: January 14, 2003       By: /s/ James A. Clemenger, Chief Financial Officer

                                       20