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

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB
                  QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS
                 SUBJECT TO THE 1934 ACT REPORTING REQUIREMENTS

             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
                               DECEMBER 31, 2002.

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

     For the transition period from ________________to ___________________

                       Commission File Number: 000-24595


                          LOCKWAVE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                000-24595              88-0343832
         (State of             (Commission           (I.R.S. Employer
        organization)          File Number)         Identification No.)


                 1940 Deer Park Ave, Deer Park, New York 11729
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (516) 977-3425
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months and (2) has been
subject to such filing requirements for the past 90 days. Yes X
There are 42,895,000 shares of common stock issued and outstanding as of
December 31, 2002.

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


                         PART I - FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

     Unaudited financial statements for the quarter ended December 31, 2002.


                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)

                                                          December 31,
                                                              2002
                                                          -----------
     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                  $      -
                                                          -----------
     Total assets                                            $      -
                                                          ===========
     LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
   Accounts payable                                          $20,643
   Advances from stockholder                                  28,935
                                                          -----------
     Total current liabilities                                49,578
                                                          -----------
STOCKHOLDERS' DEFICIT
 Common stock, $0.001 par value;
 50,000,000 shares authorized,
 42,895,000 shares issued and                                 42,895
 outstanding
  Additional paid-in-capital                                 267,995
   Deficit accumulated during the development stage         (360,468)
                                                          -----------
     Total stockholders' deficit                             (49,578)
                                                          -----------
     Total liabilities and stockholders' deficit           $       -
                                                          ===========





                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<table>
<caption>

                                        <c>             <c>             <c>           <c>             <c>

                                                                                                         October 12,
                                                                                                            1999
                                                Three months ended             Nine months ended       (inception) to
                                                   December 31,                  December 31,            December 31,
                                               2002           2001           2002           2001            2002
                                             --------       --------        -------       --------       -----------
Revenue                                   $         -       $         -    $         -     $      -    $         -

Product and website development                     -                 -              -            -        164,130
Selling, general and administrative            (5,535)                -        (4,915)       47,050        196,338
Expenses
                                          -----------       -----------    -----------     ----------    -----------
Income (loss) from operations before
 provision for income taxes                     5,535                 -         4,915       (47,050)      (360,468)

Provision for income taxes                          -                 -             -             -              -
                                          -----------       -----------    -----------     ---------     -----------
Net Income (loss)                         $     5,535        $        -    $    4,915     $
(47,050)    $ (360,468)
                                          ===========       ===========    ===========    ==========     ===========
Net Income (loss) per share -
basic and diluted                         $         -       $         -    $         -    $        -
$    (0.01)
                                          ===========       ===========    ===========    ==========     ===========
Weighted average number of common shares
 outstanding                               43,035,400        39,280,000     43,394,910    38,369,167      34,070,864
                                          ===========       ===========    ===========    ==========     ===========

</table>



                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<table>
<caption>

                                            <c>               <c>              <c>           <c>             <c>

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

Balance, October 12, 1999 (Inception)          $           -      $       -    $         -      $         -    $          -

Sale of common stock, October 12, 1999            24,125,000         24,125        (24,115)               -              10
Expenses paid by shareholder                               -              -         94,101                -          94,101
Capital contribution                                       -              -          4,195                -           4,159
Net loss                                                   -              -              -          (94,101)        (94,101)
                                              --------------   ------------    -----------    -------------    ------------
Balance, March 31, 2000                           24,125,000         24,125         74,145          (94,101)          4,169

Acquisition of public shell
 corporation, January 24, 2001                    13,170,000         13,170        (13,170)               -               -
Cash to be paid for acquisition                            -              -     (2,000,000)               -      (2,000,000)
Capital contribution                                       -              -        129,420                -         129,420
Net loss                                                   -              -              -         (161,199)       (161,199)
                                              --------------   ------------    -----------    -------------    ------------
Balance, March 31, 2001                           37,295,000         37,295     (1,809,605)        (255,300)     (2,027,610)

Shares issued for services - July 17, 2001           735,000            735         21,315                -          22,050
Shares issued for services - August 10, 2001       1,250,000          1,250         23,750                -          25,000
Shares issued for services - November 14, 2001     1,200,000          1,200         10,800                -          12,000
Shares issued for services - January 11, 2002      3,000,000          3,000         27,000                -          30,000
Forgiveness of cash for acquisition                        -              -      2,000,000                -       2,000,000
Net loss                                                   -              -              -         (110,083)       (110,083)
                                              --------------   ------------    -----------    -------------    ------------
Balance, March 31, 2002                           43,480,000      $  43,480    $   273,260      $  (365,383)   $    (48,643)

Shares cancelled - October 22, 2002                 (585,000)          (585)        (5,265)                          (5,850)

Net Income                                                                                            4,915           4,915

Balance, December 31, 2002 (Unaudited)            42,895,000      $  42,895    $   267,995      $  (360,468)   $    (49,578)
                                              ==============   ============    ===========    =============    ============

</table>



                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<table>
<caption>

                                               <c>                   <c>                 <c>

                                                                                          October 12, 1999
                                                   Nine months ended   Nine months ended       (Inception)
                                                     December 31,        December 31,        to December 31,
                                                         2002              2001                  2002
                                                     -----------         ---------          --------------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (loss)                                  $    4,915          $  (47,050)          $ (360,468)
   Expenses paid by shareholder                              935                   -              240,131
   Increase in accounts payable                                 -                  -               32,968
   Stock-based compensation                               (5,850)             47,050               83,200
                                                    ------------         -----------          -----------
NET CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES                                                     -                   -              (4,169)
                                                    ------------         -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES -
   Sale of common stock                                        -                   -                   10
   Capital contributions                                       -                   -                4,159
                                                    ------------         -----------          -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      -                   -                4,169
                                                    ------------         -----------          -----------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS                                                    -                   -                    -

CASH AND CASH EQUIVALENTS -
 beginning of period                                           -                   -                    -
                                                    ------------         -----------          -----------
CASH AND CASH EQUIVALENTS - end of period              $       -         $         -          $         -
                                                    ============         ===========          ===========

</table>

                           SUPPLEMENTAL INFORMATION:

       During the period October 12, 1999 to December 31, 2002, the Company paid
no cash for interest or income taxes.

       NON-CASH FINANCIAL ACTIVITY:

       During the year ended March 31, 2002, the Company issued 6,185,000 shares
of  common stock, valued at $89,050, for services and compensation.

       On October 22, 2002 the Company cancelled 585,000 shares, valued at
$5,850.



                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                               December 31, 2002


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Lockwave Technologies, Inc. (the "Company") is currently a development-stage
company under the provisions of the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") NO. 7. The Company
was incorporated under the laws of the state of Nevada on August 28, 1995.

Interim Financial Information The accompanying unaudited interim financial
statements have been prepared by the Company, in accordance with generally
accepted accounting principles pursuant to Regulation S-B of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. Accordingly,
these interim financial statements should be read in conjunction with the
Company's financial statements and related notes as contained in form 10-KSB for
the year ended March 31, 2002. In the opinion of management, the interim
financial statements reflect all adjustments, including normal recurring
adjustments, necessary for fair presentation of the interim periods presented.
The results of the operations for the nine months ended December 31, 2002 are
not necessarily indicative of results of operations to be expected for the full
year.

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS The following
discussion should be read in conjunction with the financial statements of the
Company and related notes included elsewhere in this Report and in the Company's
Current Report on Form 8-K for the period from inception to December 31, 2002.
All statements contained herein (other than historical facts) including, but not
limited to, statements regarding the Company's future development plans, the
Company's ability to generate cash from its operations and any losses related
thereto, are based upon current expectations. These statements are forward
looking in nature and involve a number of risks and uncertainties. Actual
results may differ materially from the anticipated results or other expectations
expressed in the Company are forward- looking statements. Generally, the words
"anticipate", "believe", "estimate", "expects", "will", and similar expressions
as they relate to the Company and/or its management, are intended to identify
forward-looking statements. Among the factors that could cause actual results to
differ materially could be the inability of the Company to obtain additional
financing to meet its capital requirements, needs and general business and
economic conditions as well as technological developments.

OVERVIEW

The Company has a limited history of operations and no history of profitability.
It was incorporated as Professional Mining Consultants, Inc. on August 28, 1995
in the state of Nevada. The Company was originally organized for the purpose of
setting up a Mining Consultant and Engineering office in Las Vegas, Nevada. The
objective was to pursue consulting and management contracts with startup and
small mining companies who are seeking professional and management expertise.
The Company was to focus on and specialized in developing strategies, extraction
and process technology, management and engineering for both open pit and placer
gold, silver and platinum mining operations. In September 1999, the Company
abandoned its original business plan as noted above and decided to pursue
endeavors to seek a company or companies that it can acquire or with whom it can
merge.

On May 12, 2000, Professional Mining Consultants, Inc. ("PFMC"), approved the
Exchange Agreement between itself and a company then known as 591519 BC Ltd.
(d.b.a. AudioMonster Online). Under the terms of the Agreement, the Company
exchanged 2,000,000 shares of its common stock for all of the shares of capital
stock of 591519 BC Ltd. PFMC was the legal acquirer. Upon completion of the
Exchange Agreement, PFMC changed its name to AudioMonster Online, Inc. For
accounting purposes, this acquisition has been treated as a recapitalization of
591519 BC Ltd. (d.b.a. AudioMonster Online).

On September 19, 2000, the Company incorporated a wholly- owned subsidiary named
AMOL Inc. in Delaware which entered into an Agreement and Plan of Merger with
Lockwave, Inc., a Delaware corporation on September 25, 2000. Under the terms of
the agreement, the Company would issue 4,500,000 shares of its common stock to
Imojo, Inc., the sole shareholder of Lockwave, Inc., provide a cash payment of
$3,000,000 and a transfer of 3,625,000 shares of common stock by existing
shareholders of the Company in exchange for all of the issued and outstanding
common stock of Lockwave.

On September 25, 2000, the Company commenced the acquisition of Lockwave, Inc.
("Lockwave") by its wholly-owned subsidiary, AMOL, Inc. Upon completion of the
acquisition, AudioMonster Online, Inc., changed its name to Lockwave
Technologies, Inc.  Lockwave had no assets or liabilities at the time of
acquisition. A deposit of $250,000 was paid and the Company's common shares were
issued and transferred on October 3, 2000. An additional payment of $250,000 was
made in December 2000.

On January 24, 2001 the terms of the Merger Agreement were amended, 100% of the
outstanding common stock of Lockwave was acquired by Audiomonster in exchange
for 24,125,000 shares of common stock of Audiomonster issued to IMOJO, plus cash
consideration of $2,000,000 (excluding amounts previously paid). As a result,
IMOJO owns approximately 65% of the outstanding shares of Audiomonster. This
transaction was accounted for as a reverse acquisition whereby Lockwave was the
acquirer of Audiomonster for accounting purposes. The historical financial
statements of Audiomonster, prior to the January 24, 2001 transaction, will
become those of Lockwave.

No Payments for the amended cash portion of the merger have been made. They were
scheduled to be paid on the following dates: February 1, 2001, $250,000; March
1, 2001, $250,000; April 1,2001, $500,000; May 1, 2001, $500,000; June 1, 2001,
$500,000.

The Corporation providing services in exchange for the $2,000,000 payable no
longer has the ability to provide these services.

Since the Corporation cannot provide these services, it has been agreed that the
full $2,000,000 payable will be waived. The $2,000,000 payable has been removed
from the Registrant's books to fully reflect this transaction. The Company
issued the following shares of common stock for services:

On July 17, 2001 the Company issued 735,000 shares of 144 restricted common
stock to 9 parties for services valued at $22,050.

On August 10, 2001 the company issued 1,250,000 shares of its common stock to 2
individuals for legal and consulting services performed on the Company's behalf.
The issuance of shares was made pursuant to a Legal Services Plan (the "Plan")
adopted by the Board of Directors on June 29, 2001. The legal and consulting
services provided were valued at $25,000, the fair value of the stock issued.

On November 1, 2001 the company issued 1,200,000 shares of its common stock to 2
individuals for legal and consulting services performed on the Company's behalf.
The legal and consulting services provided were valued at $12,000, the fair
value of the stock issued.

On January 11, 2002 the Company issued 1,000,000 shares of 144 restricted common
stock to the President valued at $10,000, the fair value of the stock issued.

On January 11, 2002 the Company issued 2,000,000 shares of its common stock to 1
individual for consulting services performed on the company's behalf valued at
$20,000, the fair value of the stock issued.

On October 22, 2002 the Company canceled an aggregate of 585,000 shares of its
common stock that was issued as compensation for Internet related services to be
provided on the Company's behalf.  The services were never completed. The
Company cancelled the shares and returned them to the authorized but unissued
shares.

As of December 31, 2002 the Company had a total stockholders' deficit of
$49,263.

See Notes to the Financial Statements for a description of the Company's
significant accounting policies.

RESULTS OF OPERATIONS

The Company was not operating prior to October 12, 1999, and had only incurred
minimal start-up expenses as of that date. There were only administrative
operations for the nine months ended December 31, 2002.  Net revenues for the
quarter were $0 and net income was $4,915.  For the first nine months in the
previous year the company had operations with net revenues of $0 and a net loss
for the period of $47,050.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2002, the Company had a cash balance of $0. The Company's
total deficit accumulated during the development stage increased to a balance of
$366,318. The Company's total liabilities are $49,578, which represents accrued
expenses and advances by a shareholder.

PLAN OF OPERATIONS

The Company states that its cash on hand and cash from operations is not
sufficient to fund the development of the Lockwave business plan. The Company
has suspended operations and implementation of the Lockwave Technologies
business plan until funds are raised for working capital. The Company plans to
take the following steps that it believes will be sufficient to provide it with
the ability to continue in existence:

* The Company is presently contemplating a private placement of equity
  securities and/or convertible debt.

* The Company is seeking acquisitions with operating companies.

The sale of additional equity securities or convertible debt will result in
additional dilution to our stockholders. The Company can give no assurance that
it will be able to generate adequate funds from operations, that funds will be
available to us from debt or equity financing, or that if available, the Company
will be able to obtain such funds on favorable terms and conditions. If the
Company cannot secure additional funds it will not be able to continue as a
going concern. The Company currently has no definitive arrangements with respect
to additional financing.

CHANGE IN OFFICERS AND DIRECTORS

On September 25, 2000, the Board of Directors appointed Paul Steo as a member of
the Board of Directors, effective immediately.

Also in connection with the transaction regarding the amended Agreement, the
sole officer and director of the Company, Greg Corcoran, agreed to resign all
his positions with the Company effective January 24, 2001. The remaining members
did not immediately fill the vacancy created by Mr. Corcoran's resignation. Paul
Steo was appointed as President, Secretary, and Treasurer.

On December 12, 2000, the Board of Directors appointed Thomas Massaro as a
member of the Board of Directors, effective immediately.

On March 1, 2001 Thomas Massaro resigned as a member of the Board of Directors
of the Company, effective immediately. Upon his resignation, there were no
disagreements on any matter with the registrant.

CHANGE IN CORPORATE OFFICES

The corporate address of the Company has been changed to 1940 Deer Park Avenue,
#390, Deer Park, NY 11729 and its new telephone and fax number is (516)
977-3425.

CHANGE IN COMPANY NAME

On February 7, 2001, the Board, by its unanimous written consent (the "Board
Consent"), adopted resolutions approving the Amendment effecting the name
change. Under the NRS, the record date for such action, which date determines
the shareholders entitled to vote, was the date of the Board Consent (the
"Record Date"). On the Record Date, the only issued and outstanding shares of
the Company's capital stock entitled to vote on the proposed amendment were
37,295,000 shares of the Company's common stock, par value $0.001 per share (the
"Common Stock"), of which the Majority Shareholders held 24,125,000 or 64.7% of
the total stock entitled to vote on the proposed amendment. On February 7, 2001,
the Majority Shareholders, by written consent in lieu of a meeting, approved the
Amendment to effect the name change. No further consents, votes or proxies are
necessary to effect the name change. The Name Change became effective on
February 27, 2001 when an amendment to the Articles of Incorporation of the
Company providing for the change (the "Amendment") was filed with the Secretary
of State of the State of Nevada. The amended name is Lockwave Technologies, Inc.
Due to the situation regarding the termination of the AudioMonster online label
and business, the Company has amended its corporate name to better reflect its
current business plan which is to focus all resources on implementing the
Lockwave Technologies model. The Company was issued a new trading symbol by the
National Association of Securities Dealers to reflect the corporate name change.
The new trading symbol is LWTI.

                 PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

The  Company  is not a party to any material  pending  legal proceedings  and,
to  the best of its  knowledge,  no  such action has been threatened by or
against the Company.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

On  July 17, 2001 the Company issued 735,000 shares  of  144 restricted common
stock to 9 parties for services valued  at $14,700. There were no other
issuances of securities  during the  current  quarter, which were not registered
under  the Securities Act.

On August 10, 2001 the company issued 1,250,000 shares of its common stock to 2
individuals for legal and consulting services performed on the Company's behalf.
The issuance of shares was made pursuant to a Legal Services Plan (the "Plan")
adopted by the Board of Directors on June 29, 2001. The legal and consulting
services provided were valued at $25,000, the fair value of the stock issued.

On November 1, 2001 the company issued 1,200,000 shares of its common stock to 2
individuals for legal and consulting services performed on the Company's behalf.
The legal and consulting services provided were valued at $12,000, the fair
value of the stock issued.

On January 11, 2002 the Company issued 1,000,000 shares of 144 restricted common
stock to the President valued at $10,000, the fair value of the stock issued.

On January 11, 2002 the Company issued 2,000,000 shares of its common stock to 1
individual for consulting services performed on the company's behalf valued at
$20,000, the fair value of the stock issued.

On October 22, 2002 the Company canceled an aggregate of 585,000 shares of its
common stock which were returned to the authorized but unissued shares.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K



EXHIBITS  DESCRIPTION

 2.1      Agreement   and   Plan   of   Merger   dated September   25,  2000,
          including   exhibits (incorporated  by reference to  the  amended Form
          8-K, filed on February 7, 2001).

 2.2      Amendment  to Agreement and Plan  of  Merger dated  January  24,  2001
          (incorporated  by reference to the amended Form 8-K, filed  on
          February 7, 2001).

 3.1      The  exhibit  consisting  of  the  Company's Articles  of
          Incorporation is  attached  to the  Company's amended Form 10-SB,
          filed  on February   28,   2000.   This   exhibit   is incorporated by
          reference to that Form.

 3.2      The  exhibit  consisting  of  the  Company's Bylaws  is attached to
          the Company's amended Form  10-SB,  filed  on February  28,  2000.
          This  exhibit  is incorporated by  reference to that Form.

 4.1      Resignation of Company's auditing accounting firm (incorporated by
          reference to the 8-K, filed on January 13, 2003.)

99.01     Certification Of Chief Executive Officer And Chief Financial Officer


Reports on Form 8-K:

On  February 7, 2001 and April 9, 2001, the Company filed  a Form  8-K  and
Form  8-K/A,  respectively,  regarding   the Agreement  and Plan of Merger and
the Amendment to Agreement and Plan of Merger.

On  August  10, 2001, the Company filed a Current Report  on Form 8-K regarding
a change in control of the Company.

On  January 13, 2003, the Company filed a Form 8K, regarding the resignation of
the former accountants.

                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange  Act of
1934, the Registrant has duly  caused  this registration  statement to be signed
on its  behalf  by  the undersigned, thereunto duly authorized.


                           Lockwave Technologies, Inc.


                           By: /s/ _Paul Steo___
                                    Paul Steo
                                    President


                           Date: _February 11_, 2003





                            CERTIFICATE PURSUANT TO
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                            RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Paul Steo, Chief Executive Officer/Chief Financial Officer of Lockwave
Technologies, Inc., certify that:

1)   I have reviewed the report on Form 10-QSB for the quarter ended December
     31, 2002 of Lockwave Technologies, Inc.;

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

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

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

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

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

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

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

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

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

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


Date: February 11, 2003       By:  /s/_Paul Steo__________________
                              Name:    Paul Steo
                              Title:   Chief Executive Officer and
                                       Chief Financial Officer