EXHIBIT 31.2


              CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302



I, James DiLorenzo, certify that:

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

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 Small business issuer as of,
               and for, the periods presented in this quarterly report;

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

(a)            Designed such disclosure controls and procedures or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               Small business issuer including its consolidated subsidiary, is
               made known to us by others within those entities, particularly
               during the period in which this report is being prepared;
(b)            Evaluated the effectiveness of the Small business issuer's
               disclosure controls and procedures and presented in this report
               our conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered by
               this report based on such evaluation; and
(c)            Disclosed in this report any change in the Small business
               issuer's internal control over financial reporting that occurred
               during the Small business issuer's most recent fiscal quarter
               (the Small business issuer's fourth fiscal quarter in the case of
               an annual report) that has materially affected, or is reasonably
               likely to materially affect, the Small business issuer's internal
               control over financial reporting; and

5.             The Small business issuer's other certifying officer and I have
               disclosed, based on our most recent evaluation of internal
               control over financial reporting, to the Small business issuer's
               auditors and the audit committee of the Small business issuer's
               board of directors (or persons performing the equivalent
               functions);

(a)            All significant deficiencies in the design or operation of
               internal control over financial reporting which are reasonably
               likely to adversely affect the Small business issuer's ability to
               record, process, summarize and report financial information; and
(b)            Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Small business
               issuer's internal controls over financial reporting.


Date: August 20, 2003





/s/ James DiLorenzo
--------------------------------------------
James DiLorenzo
Chief Executive Officer
and Acting Chief Financial Officer