United States
                       Securities And Exchange Commission
                             Washington, D.C. 20549
                                   FORM 10-QSB

                                   (Mark One)

     [X]  Quarterly Report Pursuant To Section 13 Or 15 (d) Of The Securities
                              Exchange Act Of 1934
               For the quarterly period ended: September 30, 2002

                                       Or

     [ ]  Transition Report Pursuant To Section 13 Or 15 (d) Of The Securities
                              Exchange Act Of 1934

        For the transition period from ______________ to _______________



                       Commission File Number:  000-28153


                       The Cyber Group Network Corporation
             (Exact name of registrant as specified in its charter)


            Nevada                                            33-0901534
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation of origination)                         Identification Number)


Post Office Box 11403 San Bernardino, CA                        92423
(Address of principal executive offices)                     (Zip code)


                                 (310) 854-4190
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that 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 { }


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

Indicate by check mark whether the registrant has filed all documents and
reports required to filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                                 Yes { }  No { }



                      APPLICABLE ONLY TO CORPORATE ISSUERS:

   Indicate the number of shares outstanding of each issuer's classes of common
              stock, as of the latest practicable date: 133,946,665


                                        1
<PAGE>
                       THE CYBER GROUP NETWORK CORPORATION
                                 AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                        CONSOLIDATED FINANCIAL STATEMENTS
                    AS OF SEPTEMBER 30, 2002 (UNAUDITED) AND
                       DECEMBER 31, 2001 AND FOR THE THREE
                              AND NINE MONTHS ENDED
                     SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)



================================================================================

CONSOLIDATED FINANICAL STATEMENTS                                     Page

Consolidated Balance Sheets                                           3 - 4

Consolidated Statements of Operations                                 5

Consolidated Statements of Cash Flows                                 6

Notes to Consolidated Financial Statements                            7 - 11


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                          THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY

                                                               (DEVELOPMENT STAGE COMPANIES)

                                                                 CONSOLIDATED BALANCE SHEETS
                                        DECEMBER 31, 2001 AND SEPTEMBER 30, 2002 (UNAUDITED)
============================================================================================



                                                               SEPTEMBER 30,   DECEMBER 31,
                                                                    2002           2001
                                                               --------------  -------------
                                     ASSETS                     (unaudited)
<S>                                                            <C>             <C>
CURRENT ASSETS

  CASH                                                                     -          8,053


  ACCOUNTS RECEIVABLE, NET                                             9,349         19,146
  INVENTORY                                                                -          2,765
  PREPAID EXPENSES                                                         -         28,453
                                                               --------------  -------------
    TOTAL CURRENT ASSETS                                               9,349         58,417

OTHER RECEIVABLES, NET                                                87,413         87,413
PROPERTY AND EQUIPMENT, NET                                                -         73,824
DEPOSIT                                                                    -          1,940
                                                               --------------  -------------
      TOTAL ASSETS                                                    96,762        221,594
                                                               ==============  =============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  ACCOUNTS PAYABLE                                                   201,494        104,576
  ACCRUED EXPENSES                                                    58,859         38,742
  LOAN PAYABLE                                                       509,629        552,008
  PAYABLE TO RELATED PARTY                                            52,210         52,210
  DUE TO OFFICERS, NET                                               112,403         28,362
                                                               --------------  -------------
    TOTAL CURRENT LIABILITIES                                        934,595        775,898
                                                               --------------  -------------


                                        3
<PAGE>
SHAREHOLDERS' DEFICIT
  PREFERRED STOCK, $0.001 PAR VALUE
    20,000,000 SHARES AUTHORIZED
    2,000,000 (UNAUDITED) AND 0 SHARES ISSUED AND OUTSTANDING          2,000          2,000
  COMMON STOCK, $0.001 PAR VALUE
    500,000,000 SHARES AUTHORIZED
    133,946,665 (UNAUDITED) AND 24,756,661 SHARES ISSUED
      AND OUTSTANDING                                                133,946         24,756
  ADDITIONAL PAID-IN CAPITAL                                      10,338,703      8,831,555
  DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE                   (11,312,482)    (9,412,615)

                                                               --------------  -------------
      TOTAL SHAREHOLDERS' DEFICIT                                   (837,833)      (554,304)
                                                               --------------  -------------

        TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                   96,762        221,594
                                                               ==============  =============
</TABLE>


          The accompanying notes are an integral part of this statement


                                        4
<PAGE>
<TABLE>
<CAPTION>
THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
(DEVELOPMENT STAGE COMPANIES)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED) AND
FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO SEPTEMBER 30, 2002 (UNAUDITED)
===================================================================================================================

                                         FOR THE         FOR THE         FOR THE         FOR THE       MARCH 21,
                                          THREE           THREE            NINE            NINE          2000
                                          MONTHS          MONTHS          MONTHS          MONTHS      (INCEPTION)
                                          ENDED           ENDED            ENDED          ENDED            TO
                                       SEPTEMBER 30,   SEPTEMBER 30,    SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                           2002            2001            2002            2001           2002
                                      --------------  --------------  --------------  --------------  -------------
<S>                                   <C>             <C>             <C>             <C>             <C>
REVENUE                                       8,905          38,757          63,498         151,033        237,703
COST OF SALES                                     -               -         (17,980)              -        (45,718)
SELLING, GENERAL, AND ADMINISTRATIVE       (439,732)       (927,921)     (1,911,833)     (3,701,677)    (9,716,112)
                                      --------------  --------------  --------------  --------------  -------------
LOSS FROM OPERATIONS                       (430,827)       (889,164)     (1,866,315)     (3,550,644)    (9,524,527)
                                      --------------  --------------  --------------  --------------  -------------
OTHER EXPENSE
    IMPAIRMENT OF GOODWILL                        -               -               -               -       (295,000)
    INTEREST EXPENSE                        (10,992)         (3,359)        (29,703)       (286,200)    (1,489,101)
                                      --------------  --------------  --------------  --------------  -------------
    TOTAL OTHER EXPENSE                     (10,992)         (3,359)        (29,703)       (282,841)    (1,784,101)
                                      --------------  --------------  --------------  --------------  -------------
NET LOSS                                   (441,819)       (892,523)     (1,896,018)     (3,836,844)   (11,308,628)
                                      ==============  ==============  ==============  ==============  =============
BASIC AND DILUTED LOSS PER SHARE              (.003)           (.81)          (.015)           (.61)          (.45)
                                      ==============  ==============  ==============  ==============  =============

AVERGARE SHARES USED TO COMPUTE
LOSS PER SHARE                          164,646,418      10,967,038     122,618,785       6,249,806     25,352,708
                                      ==============  ==============  ==============  ==============  =============

                          The accompanying notes are an integral part of this statement
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
THE CYBER GROUP NETWORK CORPORATION AND SUBSIDIARY
(DEVELOPMENT STAGE COMPANIES)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED) AND
FOR THE PERIOD FROM MARCH 21, 2000 (INCEPTION) TO SEPTEMBER 30, 2002 (UNAUDITED)
=================================================================================================


                                                                                      FOR THE
                                                        FOR THE        FOR THE       PERIOD FROM
                                                         NINE           NINE       MARCH 21, 2000
                                                        MONTHS         MONTHS        (INCEPTION)
                                                         ENED           ENDED            TO
                                                     SEPTEMBER 30   SEPTEMBER 30    SEPTEMBER 30
                                                         2002           2001            2002
                                                     -------------  -------------  ---------------
<S>                                                  <C>            <C>            <C>
          NET CASH USED IN OPERATING ACTIVITIES          (237,697)      (756,134)      (2,373,967)
                                                     -------------  -------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
  PURCHASE OF PROPERTY AND EQUIPMENT                       (2,064)        (5,985)        (127,570)
  PURCHASE OF LICENSE RIGHTS                                    -              -          (70,000)
                                                     -------------  -------------  ---------------
          NET CASH USED IN INVESTING ACTIVITIES            (2,064)        (5,985)        (197,570)
                                                                    -------------  ---------------

CASH FLOWS FROM FINANCING ACITIVITIES
  PROCEEDS FROM LOANS                                     248,208        343,284          800,227
  REPAYMENT OF LOANS                                      (16,500)             -          (16,500)
  PROCEEDS FROM ISSUANCE OF CONVERTIBLE DEBT                    -        375,001        1,787,810
                                                     -------------  -------------  ---------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES       231,708        718,285        2,571,537
                                                                    -------------  ---------------
            NET INCREASE (DECREASE) IN CASH                (8,053)       (43,834)               -

CASH, BEGINNING OF PERIOD                                   8,053         48,549                -
                                                                    -------------  ---------------
CASH, END OF PERIOD                                             -          4,715                -
                                                     =============  =============  ===============
</TABLE>


               The accompanying notes are an integral part of this statement


                                        6
<PAGE>
THE CYBER GROUP NETWORK CORPORATION AND
SUBSIDIARY (DEVELOPMENT STAGE COMPANIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 (UNAUDITED)
================================================================================

NOTE 1 - BUSINESS ACTIVITY

The  Cyber  Group  Network  Corporation  is a southern California based computer
security company focused on providing the latest software and hardware solutions
to  the  cyber  security  industry.  The  Company has completed development of a
revolutionary  computer  software  product,  Password  Protection  Information
Retrieval  Technology  (PPIRT).  PPIRT  is currently being sold to consumers and
businesses  throughout  the  country.  Additionally, The Cyber Group has several
other  security  related  technologies under development.  The most prominent is
the E-Snitch, a computer information retrieval and tracking system.  E-Snitch is
a  hardware  device  that  enables  a  user to wirelessly track a lost or stolen
computer.  Additionally, a user will be able to wirelessly and remotely retrieve
and/or  destroy  data  that  is  housed  on  a  lost  or  stolen  computer.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles  of  Consolidation
-----------------------------
The  consolidated  financial  statements include the accounts of The Cyber Group
Network  Corporation  and  its  wholly owned subsidiary, Cyber Crime Corporation
("Cyber  Crime"). During the period from March 21, 2000 (inception) to September
30,  2002  Cyber  Crime  did  not  engage  in  any activities.  Any intercompany
balances  and  transactions  are  eliminated  in  consolidation.

Going  Concern  Issues
----------------------
The  Company  has  received  reports on its financial statements for the periods
ending  December  31,  2001  and  2000 from its current and previous independent
auditors  that  include  explanatory  paragraphs  describing  the  Company's
uncertainty  to  continue  as  a  going  concern.  These  financial  statements
contemplate  the  ability to continue as such and do not include any adjustments
that  might  result  from  this  uncertainty.

As of September 30, 2002, the Company had current liabilities totaling $934,595.
Of  this  balance,  $5089,629  represents short-term loan payables, discussed in
Note  3  on  this  Form  10-QSB.  Of  the  remaining  current  liabilities  due,
approximately  $30,000 is due to the Internal Revenue Service for unpaid payroll
taxes  from  the fiscal quarter-ended December 31, 2000.  The Company learned of
these  back  payments  during  the  fiscal  quarter-ended  June  30,  2002.
Additionally, the Company owes its current independent accountants approximately
$27,000.  Because  of  the  Company's limited capital resources, the Company was
not  in  a position to fully pay its independent accountants prior to the end of
the  current  fiscal  quarter.  Therefore,  these condensed financial statements
included on this Form 10-QSB have not been reviewed by any independent party, as
mandated  by  the  Securities  and  Exchange  Commission.

Due to the Company's inability to meet regular and recurring operating expenses,
the  Company  initiated  a  complete  restructuring,  which included significant
employee lay-offs and the close of the corporate offices.  Additionally, the now
former  Chief  Financial  Officer,  Danette Garrett, resigned during the current
fiscal quarter, primarily because of the Company's substantial financial burden.


                                        7
<PAGE>
Development  Stage  Enterprise
------------------------------
The  Company is a development stage company as defined in Statement of Financial
Accounting  Standards  ("SFAS")  No. 7, "Accounting and Reporting by Development
Stage  Enterprises."  The  Company is devoting all of its present efforts to its
formation,  fundraising  and  to  search  for a suitable operating business. Its
planned  principal  operations  have  not  yet commenced. The majority of losses
accumulated  since  inception  has  been  considered  as  part  of the Company's
development  stage  activities.


Condensed  Financial  Statements  and  Footnotes
------------------------------------------------
These  condensed  financial  statements  have  been  prepared in accordance with
accounting  principles  generally  accepted  in the United States of America for
interim financial information and the instructions to Form 10-QSB and Article 10
of  Regulation  S-X.  Certain  information  and  footnote  disclosures  normally
included in financial statements presented in accordance with generally accepted
accounting  principles have been condensed or omitted.  The Company believes the
disclosures  made are adequate to make the information presented not misleading.
The  condensed  consolidated  financial statements should be read in conjunction
with the Company's consolidated financial statements for the year ended December
31,  2001  and  the  notes  thereto included in the Company's Form 10-KSB, dated
April  15,  2002.

In  the  opinion  of  management, the unaudited condensed consolidated financial
statements  reflect  all  adjustments  (which  include  only  normal  recurring
adjustments)  necessary  to present fairly the financial position of the Company
as  of  September  30, 2002 and the results of operations for the three and nine
months  ended  June  30,  2002  and 2001, respectively.  Interim results are not
necessarily  indicative  of  full  year  performance  because  of  the impact of
seasonal  and  short-term  variations.

Of  the  current  liabilities as of September 30, 2002, approximately $30,000 is
due  to  the  Internal  Revenue Service for unpaid payroll taxes from the fiscal
quarter-ended  December  31,  2000.  The  Company learned of these back payments
during  the previous fiscal quarter.  Additionally, the Company owes its current
independent accountants approximately $27,000.  Because of the Company's limited
capital  resources,  the  Company  was  not  in  a  position  to  fully  pay its
independent  accountants  prior  to  the  end  of  the  current  fiscal quarter.
Therefore,  these  condensed  financial  statements included on this Form 10-QSB
have  not  been reviewed by any independent party, as mandated by the Securities
and  Exchange  Commission.


Basic  and  Diluted  Loss  per  Share
-------------------------------------
For  the  period  from March 21, 2000 to September 30, 2002, the Company adopted
SFAS No. 128 "Earnings per Share".  Basic loss per share is computed by dividing
the  loss  available  to  common  shareholders by the weighted average number of
common  shares outstanding.  Diluted loss per share is computed similar to basic
loss per share except that the denominator is increased to include the number of
additional  common  shares  that  would  have  been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
For the periods presented, the Company incurred net losses; therefore, basic and
diluted  loss  per  share  are  the  same.

NOTE  3  -  Loans  Payable

During  the  fiscal  quarters-ended  September  30,  2002  and 2001, the Company
acquired  financing from individual investors and businesses totaling $8,280 and
$343,284,  respectively.  The  interest  rates range from 3% to 10% per year and
the  Company  pays 10% per month for one of the loans.  All loans are due during
the  fiscal  year  2002.

In April 2001, the Company entered into a one year, $170,000 loan agreement with
a  third  party.  This  note  bears  interest  at  8%  per  annum.  The loan was
originally  due  on April 1, 2002, however the date was extended to December 31,
2002,  via  mutual  agreement  between  both  parties.  The  Company incurred no
penalties  for  extending the due date.  The loan can be repaid with either cash
or  unrestricted  securities  of  the Company, unless otherwise stipulated.  The
outstanding  balance  of  this  loan  as  of  September  30,  2002  is  $79,365.

As  of  September  30,  2002,  the  Company  had  an outstanding loan balance of
$506,316.


                                        8
<PAGE>
NOTE 4 - COMMITMENTS AND CONTINGENCIES

Litigation
----------
The  Company is involved in certain legal proceedings and claims, which arise in
the  normal  course of business. Management does not believe that the outcome of
these  matters  will  have  a material adverse effect on the Company's financial
position  or  results  of  operations.


NOTE 5 - SHAREHOLDERS' DEFICIT

During  the  fiscal  year  ended December 31, 2001 and for the nine months ended
September  30,  2002,  the  Company  issued  15,349,516  and  43,901,980  shares
(unaudited)  of  common  stock  for  services  rendered.  In connection to these
issuances,  the  Company  recorded  consulting  and  compensation expense in the
amount  of  $3,360,148  and  $60,755  (unaudited).


              ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

Some  of  the  statements  contained in this Form 10-QSB that are not historical
facts  are  "forward-looking  statements."  They can be identified by the use of
terminology  such  as,  "estimates,"  "project," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of  strategy  that  involve  risks  and  uncertainties.  These  forward-looking
statements reflect our current beliefs with respect to future events and involve
known  and  unknown  risks,  uncertainties  and  other  factors  affecting  our
operations, market growth, services, products and licenses. No assurances can be
given  regarding the achievement of future results, as actual results may differ
materially  as  a result of the risks we face, and actual events may differ from
the  assumptions  underlying  the  statements  that  have  been  made  regarding
anticipated  events.

GENERAL

The  Cyber  Group  Network  Corporation  ("CGPN"  or the "Company"), is a Nevada
Corporation, incorporated on September 24, 1998. The Company is technology based
with  an  emphasis  on  developing  new  computer  security devices and personal
security  products.  This  phase  of  the  Company's  operations  began with the
acquisition of the previous company's ownership, which occurred on May 23, 2000.

The  Company's mission is to develop and create innovative security products and
services  that  will  protect  the  everyday  user.

RESULTS  OF  OPERATIONS

Since  inception in May 2000, the Company has been in the development stage. The
primary  focus  has  been  on  the development and marketing of its hardware and
software  devices,  E-Snitch and PPIRT, respectively.  Because the Company began
shipment of PPIRT in the late fourth quarter 2000 and shipped minimal product in
the  first quarter of 2002, minimal revenue has been generated to date.  Because
substantially  all  of  its  efforts  have  been  concentrated  in  research and
development  activities,  it  has  operated  at a net loss since inception.  The
Company  incurred  a  net  loss  of $441,819 and $892,523 for the quarters ended
September  30,  2002  and  2001,  respectively.  Although the third quarter 2002
losses have decreased 50% compared to the same period in 2001, the Company still
expects to continue operating at a net loss for the remainder of the fiscal year
2002.


                                        9
<PAGE>
The  Company  has  received  reports on its financial statements for the periods
ending  December  31,  2001  and  2000 from its current and previous independent
auditors  that  include  explanatory  paragraphs  describing  the  Company's
uncertainty  to  continue  as  a  going  concern.  These  financial  statements
contemplate  the  ability to continue as such and do not include any adjustments
that  might  result  from  this  uncertainty.


CAPITAL  RESOURCES  AND  LIQUIDITY

As  of  the  fiscal  quarter  ended  September 20, 2002, the Company had current
assets  of  $9,349  and  total assets of $96,762.  The Company was in a negative
working  capital  position  of  $925,246  as  of  September  30,  2002.


CASH REQUIREMENTS AND ADDITIONAL FUNDING

The  Company  needs  to  immediately  raise  additional capital to run the daily
operating  activities of the business.  The current cash on hand is insufficient
to  meet  its  anticipated  needs  for working capital, capital expenditures and
business  development  for  the next twelve months.  Because the Company has not
sustained  a consistent revenue stream, it will need to raise additional capital
to  meet  its  operating  needs.  The  Company will continue to research various
methods  of  acquiring capital, like private placement, debt refinancing and SB2
filings.  The  Company  recognizes  that  filing  an SB2 can potentially lead to
stock  dilution,  however,  it  may be the most effective means to generate cash
flow.  Irrespective of the funding method, this funding will cover such costs as
marketing  and  distribution,  maintaining  and  upgrading technology, recurring
overhead  expenses  for  the  day-to-day  operation  of  the  business and other
unexpected  expenses due to economic changes.  The Company cannot guarantee that
the  financing  will  be  available  in  certain amounts or on acceptable terms.


FORWARD-LOOKING  STATEMENTS

Some  of  the  statements under "Risk Factors", "Plan of Operation", "Business",
and  elsewhere  in  this quarterly report constitute forward-looking statements.
These  statements  involve  known  and  unknown  risks, uncertainties, and other
factors  that  may cause our industry's results, levels of activity performance,
or achievements to be significantly different from any future results, levels of
activity,  performance,  or  achievements  expressed  or  implied  by  such
forward-looking  statements.

In  some  cases, you can identify forward-looking statements by terminology such
as  "may,"  "will,"  "should,"  "expects,"  "plans,"  "intends,"  "anticipates,"
"believes,"  "estimates," "predicts," "potential," or "continue" or the negative
of  such  terms  or  other  comparable  terminology.

Although  we  believe  that  the  expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future results, events, and
levels  of  activity,  performance,  or  achievements.  We  do  not  assume
responsibility  for  the  accuracy  and  completeness  of  the  forward-looking
statements  after  the  date  of this quarterly report to conform them to actual
results.

The accompanying un-audited condensed financial statements have been prepared in
accordance  with  generally accepted accounting principles for interim financial
information  and  with  instructions to Form 10-QSB and Article 10 of Regulation
S-X.  Accordingly,  they  do  not  include  all of the information and footnotes
required  by  generally  accepted  accounting  principles for complete financial
statements.  In  the  opinion  of  management,  all  adjustments  (consisting of
normally  recurring  accruals) considered necessary for a fair presentation have
been  included.

Operating  results for the quarter ending September 30, 2002 are not necessarily
indicative  of the results that may be expected for the year ending December 31,
2002.  For  further  information,  refer  to  the  consolidated  statements  and
footnotes  included  in  our  annual report on Form 10-KSB for the period ending
December  31,  2001.


                                       10
<PAGE>
Item  6.  Exhibits

Exhibit Name and/or Identification of Exhibit Number

Articles  of  Incorporation  &  By-Laws

(a)  Articles  of  Incorporation  of  the  Company  filed  September  24,  1998.
Incorporated  by  reference  to  the  exhibits to the Company's General Form For
Registration  of  Securities of Small Business Issuers on Form 10-SB, previously
filed  with  the  Commission.

(b) By-Laws of the Company adopted September 25, 1998. Incorporated by reference
to  the exhibits to the Company's General From For Registration of Securities of
Small  Business  Issuers  on  Form  10-SB, previously filed with the Commission.




                                   SIGNATURES

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

The  Cyber  Group  Network  Corporation
---------------------------------------
            (Registrant)

Date:  November 19, 2002

By:  /s/  R. Scott Cramer
Chief Executive Officer


                                       11
<PAGE>